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October 27, 2009

Ms. Sally Samuel, Esq.
Office of Insurance Products
Division of Investment Management
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

RE: Initial registration statements on Form N-4 and S-3

Dear Ms. Samuel:

Along with this letter, we are filing initial registration statements on Form
N-4 and S-3 for a new class of annuities, to be called the "Prudential Premier
Retirement Variable Annuity Series". The registration statements are as follows:

. Form N-4s that, like our existing Prudential Premier Series annuity,
offer a B Series, L Series, and X Series. Also included in the N-4s is a
description of a no-load class called the C Series. There is one Form
N-4 registration statement for Pruco Life Insurance Company ("Pruco
Life") and another Form N-4 registration statement for the New York
version of the product offered by Pruco Life Insurance Company of New
Jersey ("PLNJ").

. Form N-4s pertaining to another variable annuity designed for investors
employing an investment adviser for asset allocation advice. The name of
this annuity is yet to be determined. There is one N-4 for Pruco Life
and another N-4 for PLNJ.

. Each Pruco Life variable annuity will offer a companion MVA option to be
registered on Form S-3. This MVA option will offer both multi-year
guarantee periods and a dollar cost averaging program under which
amounts held within the option are transferred to the Sub-accounts over
a 6 month or 12 month period. PLNJ is not offering this MVA option. The
prospectus portion of the Form S-3 consists of a XLBC Series prospectus
and a prospectus for the investment adviser-related product.

We request selective review of each registration statement, based on its
similarity to the Prudential Premier registration statements applicable to the
B, L, and X Series (333-

130989 and 333-131035). Significant portions of the disclosure have been taken
from the existing Prudential Premier prospectuses. In brief, the key
differences between the Prudential Premier Retirement annuities and the
existing Prudential Premier annuities are:

. The mortality and expense risk charges, CDSCs, and Annual Maintenance
Fee are generally higher than those for Prudential Premier; and

. The Prudential Premier Retirement annuities offer a companion MVA
option, whereas the Premier annuities currently do not; and

. The Prudential Premier Retirement annuities do not offer many of the
"legacy" living benefits offered originally under the Premier annuities
(e.g., Highest Daily Lifetime Five). Nor do the Prudential Premier
annuities offer certain legacy guaranteed minimum accumulation benefits
like the Guaranteed Return Option (most of which are no longer offered
for new elections on our other products). Instead, the Prudential
Premier Retirement annuities offer only our newest-generation living
benefits (e.g., Highest Daily Lifetime 6 Plus); and

. Similarly, the Prudential Premier Retirement annuities do not offer all
of the "legacy" death benefits offered under the Premier annuities
(e.g., Highest Daily Value death benefit). Instead, the only optional
death benefits offered under the Prudential Premier Retirement annuities
are the Highest Anniversary Value Death Benefit and (for Pruco Life
only) the Combination 5% Roll-Up and HAV Death Benefit; and

. The X Series of the Prudential Premier Retirement annuity offers
different purchase credit amounts than under the Premier X Series,
including a credit structure applicable only to employees of Prudential
Financial and its affiliates and registered representatives of selling
firms (and the immediate families of such employees/representatives).

Other points of note include the following:

. In a separate filing, we will be submitting an application for an order
to allow each insurer to recapture purchase credits under the Prudential
Premier Retirement X Series; and

. Financial statements and certain other exhibits will be included in a
pre-effective amendment.

If the Staff wishes, we can provide a "courtesy" copy of a Prudential Premier
Retirement Series annuity prospectus, marked to show how it differs from the
comparable Prudential Premier prospectus.

We understand that the Registrants are responsible for the accuracy and
adequacy of the disclosure in the filings, and that Staff comments, or our
changes to disclosure in response to Staff comments, do not foreclose the
Commission from taking any action with respect to the filings. In addition, the
Registrants may not assert Staff comments as

a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

We appreciate your attention to these filings.

Sincerely,

/s/ C. Christopher Sprague
C. Christopher Sprague

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777

Prudential Premier Retirement Variable Annuity X SERIES ("X SERIES")
Prudential Premier Retirement Variable Annuity L SERIES ("L SERIES")
Prudential Premier Retirement Variable Annuity B SERIES ("B SERIES")
Prudential Premier Retirement Variable Annuity C SERIES ("C SERIES")

Flexible Premium Deferred Annuities
PROSPECTUS: __, 2010
--------------------------------------------------------------------------------

This prospectus describes four different flexible premium deferred annuity
classes offered by Pruco Life Insurance Company of New Jersey ("Pruco Life of
New Jersey", "we", "our", or "us"). For convenience in this prospectus, we
sometimes refer to each of these annuity contracts as an "Annuity", and to the
annuity contracts collectively as the "Annuities." We also sometimes refer to
each class by its specific name (e.g., the "B Series"). Each Annuity may be
offered as an individual annuity contract or as an interest in a group annuity.
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. There are differences among the Annuities that are discussed
throughout the prospectus and summarized in Appendix B entitled "Selecting the
Variable Annuity That's Right for You". Financial Professionals may be
compensated for the sale of each Annuity. Selling broker-dealer firms through
which each Annuity is sold may decline to make available to their customers
certain of the optional features and investment options offered generally under
the Annuity or may impose restrictions (e.g., a lower maximum issue age for
certain optional benefits). Selling broker-dealer firms may not offer all the
Annuities described in this prospectus. Please speak to your Financial
Professional for further details. Certain terms are capitalized in this
prospectus. Those terms are either defined in the Glossary of Terms or in the
context of the particular section. Because the X Series Annuity grants Purchase
Credits with respect to your Purchase Payments, the expenses of the X Series
Annuity are higher than expenses for an Annuity without a Purchase Credit. In
addition, the amount of the Purchase Credits that you receive under the X
Series Annuity may be more than offset by the additional fees and charges
associated with the Purchase Credit.

THE SUB-ACCOUNTS

Each Sub-account of the Pruco Life of New Jersey Flexible Premium Variable
Annuity Account invests in an underlying mutual fund - see the following page
for a complete list of Sub-accounts. The Pruco Life of New Jersey Flexible
Premium Variable Annuity Account is a separate account of Pruco Life of New
Jersey, and is the investment vehicle in which your Purchase Payments invested
in the Sub-accounts are held. Currently, portfolios of Advanced Series Trust
and Franklin Templeton Variable Insurance Products Trust are being offered.

PLEASE READ THIS PROSPECTUS

This prospectus sets forth information about the Annuities that you ought to
know before investing. Please read this prospectus and the current prospectus
for the underlying mutual funds. Keep them for future reference. If you are
purchasing one of the Annuities as a replacement for an existing variable
annuity or variable life coverage, or a fixed insurance policy, you should
consider any surrender or penalty charges you may incur and any benefits you
may also be forfeiting when replacing your existing coverage and that this
Annuity may be subject to a contingent deferred sales charge if you elect to
surrender the Annuity or take a partial withdrawal. You should consider your
need to access the Annuity's Account Value and whether the Annuity's liquidity
features will satisfy that need.

AVAILABLE INFORMATION

We have also filed a Statement of Additional Information dated the same date as
this prospectus that is available from us, without charge, upon your request.
The contents of the Statement of Additional Information are described at the
end of this prospectus - see Table of Contents. The Statement of Additional
Information is incorporated by reference into this prospectus. This prospectus
is part of the registration statement we filed with the SEC regarding this
offering. Additional information on us and this offering is available in the
registration statement and the exhibits thereto. You may review and obtain
copies of these materials at no cost to you by contacting us.

These documents, as well as documents incorporated by reference, may also be
obtained through the SEC's Internet Website (www.sec.gov) for this registration
statement as well as for other registrants that file electronically with the
SEC.

These Annuities are NOT deposits or obligations of, or issued, guaranteed or
endorsed by, any bank, are NOT insured or guaranteed by the U.S. government,
the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or
any other agency. An investment in an annuity involves investment risks,
including possible loss of value, even with respect to amounts allocated to the
AST Money Market Sub-account.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRUDENTIAL, PRUDENTIAL FINANCIAL, PRUDENTIAL ANNUITIES AND THE ROCK LOGO ARE
SERVICEMARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS AFFILIATES.
OTHER PROPRIETARY PRUDENTIAL MARKS MAY BE DESIGNATED AS SUCH THROUGH USE OF THE
(SM) OR (R) SYMBOLS.

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888

Prospectus dated: __, 2010 Statement of Additional Information dated: __, 2010

PLEASE SEE OUR PRIVACY POLICY AND OUR IRA, ROTH IRA AND FINANCIAL DISCLOSURE
STATEMENTS ATTACHED TO THE BACK COVER OF THIS PROSPECTUS.

VARIABLE INVESTMENT OPTIONS

(Certain investment options may not be available with your Annuity)

Advanced Series Trust
AST Academic Strategies Asset Allocation Portfolio
AST Advanced Strategies Portfolio
AST AllianceBernstein Core Value Portfolio
AST AllianceBernstein Growth & Income Portfolio
AST American Century Income & Growth Portfolio
AST Balanced Asset Allocation Portfolio
AST Bond Portfolio 2017 Portfolio
AST Bond Portfolio 2018 Portfolio
AST Bond Portfolio 2019 Portfolio
AST Bond Portfolio 2020 Portfolio
AST Bond Portfolio 2021 Portfolio
AST Capital Growth Asset Allocation Portfolio
AST CLS Growth Asset Allocation Portfolio
AST CLS Moderate Asset Allocation Portfolio
AST Cohen & Steers Realty Portfolio
AST DeAM Large-Cap Value Portfolio
AST Federated Aggressive Growth Portfolio
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
AST Global Real Estate Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST High Yield Portfolio
AST Horizon Growth Asset Allocation Portfolio
AST Horizon Moderate Asset Allocation Portfolio
AST International Growth Portfolio
AST International Value Portfolio
AST Investment Grade Bond Portfolio
AST Jennison Large-Cap Growth Portfolio
AST Jennison Large-Cap Value 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 Money Market Portfolio
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Small-Cap Growth Portfolio
AST Niemann Capital Growth Asset Allocation Portfolio
AST Parametric Emerging Markets Equity Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST PIMCO Total Return Bond Portfolio
AST Preservation Asset Allocation Portfolio
AST QMA US Equity Portfolio
AST Schroders Multi-Asset World Strategies Portfolio
AST Small-Cap Growth Portfolio

AST Small-Cap Value Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price Global Bond Portfolio
AST T. Rowe Price Large-Cap Growth Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST UBS Dynamic Alpha Portfolio
AST Western Asset Core Plus Bond Portfolio

Franklin Templeton Variable Insurance Products Trust
Franklin Templeton VIP Founding Funds Allocation Fund

CONTENTS

GLOSSARY OF TERMS........................................................ 1

SUMMARY OF CONTRACT FEES AND CHARGES..................................... 3

EXPENSE EXAMPLES......................................................... 12

SUMMARY.................................................................. 14

INVESTMENT OPTIONS....................................................... 17
VARIABLE INVESTMENT OPTIONS.............................................. 17
LIMITATIONS WITH OPTIONAL BENEFITS....................................... 28

FEES, CHARGES AND DEDUCTIONS............................................. 32
ANNUITY PAYMENT OPTION CHARGES........................................... 33
EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES................................ 33

PURCHASING YOUR ANNUITY.................................................. 33
REQUIREMENTS FOR PURCHASING THE ANNUITY.................................. 33
PURCHASE CREDITS UNDER THE X SERIES...................................... 34
DESIGNATION OF OWNER, ANNUITANT AND BENEFICIARY.......................... 35
RIGHT TO CANCEL.......................................................... 37
SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT......................... 37
SALARY REDUCTION PROGRAMS................................................ 37

MANAGING YOUR ANNUITY.................................................... 38
CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS.................. 38

MANAGING YOUR ACCOUNT VALUE.............................................. 39
DOLLAR COST AVERAGING PROGRAM............................................ 39
AUTOMATIC REBALANCING PROGRAMS........................................... 39
FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS.... 39
RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS..................... 39

ACCESS TO ACCOUNT VALUE.................................................. 41
TYPES OF DISTRIBUTIONS AVAILABLE TO YOU.................................. 41
TAX IMPLICATIONS FOR DISTRIBUTIONS....................................... 41
FREE WITHDRAWAL AMOUNTS.................................................. 41
SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD.... 42
SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL
REVENUE CODE........................................................... 42
REQUIRED MINIMUM DISTRIBUTIONS........................................... 43

SURRENDERS 43
SURRENDER VALUE.......................................................... 43
MEDICALLY-RELATED SURRENDERS............................................. 43
ANNUITY OPTIONS.......................................................... 44
CHOOSING THE ANNUITY PAYMENT OPTION...................................... 45

LIVING BENEFITS.......................................................... 45
HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (HD6 PLUS (SM))......... 46
SPOUSAL HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (SHD6 PLUS (SM)) 57
GUARANTEED RETURN OPTION(SM) PLUS II (GRO PLUS II)....................... 67
HIGHEST DAILY(SM) GUARANTEED RETURN OPTION(SM) II (HD GRO (SM) II)....... 71

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS......................... 73
TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT................................ 73
MINIMUM DEATH BENEFIT.................................................... 74
OPTIONAL DEATH BENEFIT................................................... 74

PAYMENT OF DEATH BENEFITS................................................ 77

VALUING YOUR INVESTMENT.................................................. 79
VALUING THE SUB-ACCOUNTS................................................. 79
PROCESSING AND VALUING TRANSACTIONS...................................... 79

TAX CONSIDERATIONS....................................................... 81

OTHER INFORMATION........................................................ 89
PRUCO LIFE OF NEW JERSEY AND THE SEPARATE AND THE SEPARATE ACCOUNT....... 89
LEGAL STRUCTURE OF THE UNDERLYING FUNDS.................................. 91
DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE OF NEW JERSEY............ 92
FINANCIAL STATEMENTS..................................................... 94
INDEMNIFICATION.......................................................... 94
LEGAL PROCEEDINGS........................................................ 94
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...................... 95
HOW TO CONTACT US........................................................ 95

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

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

APPENDIX C - FORMULA UNDER HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT
AND SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT C-1

APPENDIX D - FORMULA UNDER HIGHEST DAILY GRO II and GUARANTEED RETURN
OPTION PLUS II......................................................... D-1

GLOSSARY OF TERMS

We set forth here definitions of some of the key terms used throughout this
prospectus. In addition to the definitions here, we also define certain terms
in the section of the prospectus that uses such terms.

Account Value: The total value of all allocations to the Sub-accounts on any
Valuation Day. The Account Value is determined separately for each Sub-account
and then totaled to determine the Account Value for your entire Annuity.

Accumulation Period: The period of time from the Issue Date through the last
Valuation Day immediately preceding the Annuity Date.

Annuitant: The natural person upon whose life annuity payments made to the
Owner are based.

Annuitization: Annuitization is the process by which you "annuitize" your
Account Value. When you annuitize, we apply the Account Value to one of the
available annuity options to begin making periodic payments to the Owner.

Annuity Date: The date on which we apply your Account Value to the applicable
annuity option and begin the payout period. As discussed in the Annuity Options
section, there is an age by which you must begin receiving annuity payments,
which we call the "Latest Annuity Date."

Annuity Year: The first Annuity Year begins on the Issue Date and continues
through and includes the day immediately preceding the first anniversary of the
Issue Date. Subsequent Annuity Years begin on the anniversary of the Issue Date
and continue through and include the day immediately preceding the next
anniversary of the Issue Date.

Beneficiary(ies): The natural person(s) or entity(ies) designated as the
recipient(s) of the Death Benefit or to whom any remaining period certain
payments may be paid in accordance with the annuity payout options section of
this Annuity.

Beneficiary Annuity: You may purchase an Annuity if you are a Beneficiary of an
account that was owned by a decedent, subject to the requirements discussed in
this prospectus. You may transfer the proceeds of the decedent's account into
one of the Annuities described in this prospectus and continue receiving the
distributions that are required by the tax laws. This transfer option is only
available for purchase of an IRA, Roth IRA, or a non-qualified Beneficiary
Annuity.

Code: The Internal Revenue Code of 1986, as amended from time to time and the
regulations promulgated thereunder.

Contingent Deferred Sales Charge (CDSC): This is a sales charge that may be
deducted when you make a surrender or take a partial withdrawal from your
Annuity. We refer to this as a "contingent" charge because it is imposed only
if you surrender or take a withdrawal from your Annuity. The charge is a
percentage of each applicable Purchase Payment that is being surrendered or
withdrawn.

Due Proof of Death: Due Proof of Death is satisfied when we receive all of the
following in Good Order: (a) a death certificate or similar documentation
acceptable to us; (b) all representations we require or which are mandated by
applicable law or regulation in relation to the death claim and the payment of
death proceeds; and (c) any applicable election of the method of payment of the
death benefit, if not previously elected by the Owner, by at least one
Beneficiary.

Free Look: The right to examine your Annuity, during a limited period of time,
to decide if you want to keep it or cancel it. In addition, there is a
different free look period that applies if your Annuity is held within an IRA.
In your Annuity contract, your free look right is referred to as your "Right to
Cancel."

Good Order: Good Order is the standard that we apply when we determine whether
an instruction is satisfactory. An instruction will be considered in Good Order
if it is received at our Service Office: (a) in a manner that is satisfactory
to us such that it is sufficiently complete and clear that we do not need to
exercise any discretion to follow such instruction and complies with all
relevant laws and regulations; (b) on specific forms, or by other means we then
permit (such as via telephone or electronic submission); and/or (c) with any
signatures and dates as we may require. We will notify you if an instruction is
not in Good Order.

Investment Option: A Sub-account or other option available as of any given time
to which Account Value may be allocated.

Issue Date: The effective date of your Annuity.

Key Life: Under the Beneficiary Continuation Option, or the Beneficiary
Annuity, the person whose life expectancy is used to determine the required
distributions.

Owner: With an Annuity issued as an individual annuity contract, the Owner is
either an eligible entity or person named as having ownership rights in
relation to the Annuity. In certain states, with an Annuity issued as a
certificate under a group annuity contract, the "Owner" refers to the person or
entity who has the rights and benefits designated to the "participant" in the
certificate. Thus, an Owner who is a participant has rights that are comparable
to those of the Owner of an individual annuity contract.

Purchase Credit: Under the X Series only, an amount that we add to your Annuity
when you make a Purchase Payment. We are entitled to recapture Purchase Credits
under certain circumstances.

Purchase Payment: A cash consideration in currency of the United States of
America given to us in exchange for the rights, privileges, and benefits of the
Annuity.

Service Office: The place to which all requests and payments regarding the
Annuity are to be sent. We may change the address of the Service Office at any
time, and will notify you in advance of any such change of address.

Separate Account: Referred to as the "Variable Separate Account" in your
Annuity, this is the variable separate account(s) shown in the Annuity.

Sub-Account: A division of the Separate Account.

Surrender Value: The Account Value less any applicable CDSC, any applicable tax
charges, any charges assessable as a deduction from the Account Value for any
optional benefits provided by rider or endorsement, and any Annual Maintenance
Fee.

Unit: A share of participation in a Sub-account used to calculate your Account
Value prior to the Annuity Date.

Valuation Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange Commission requires mutual funds or unit
investment trusts to be valued.

we, us, our: Pruco Life Insurance Company of New Jersey.

you, your: The Owner(s) shown in the Annuity.

SUMMARY OF CONTRACT FEES AND CHARGES

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering one of the Annuities. The first table
describes the fees and expenses that you will pay at the time you surrender an
Annuity, take a partial withdrawal, or transfer Account Value between the
Investment Options.

ANNUITY OWNER TRANSACTION EXPENSES

CONTINGENT DEFERRED SALES CHARGE/1/

X SERIES

Percentage Applied Against Purchase
Age of Purchase Payment being withdrawn Payment being Withdrawn
--------------------------------------- -------------------------------------
less than one year old 9.0%

1 year old or older, but not yet 2
years old 9.0%

2 years old or older, but not yet 3
years old 9.0%

3 years old or older, but not yet 4
years old 9.0%

4 years old or older, but not yet 5
years old 8.0%

5 years old or older, but not yet 6
years old 8.0%

6 years old or older, but not yet 7
years old 8.0%

7 years old or older, but not yet 8
years old 5.0%

8 years old or older, but not yet 9
years old 2.5%

9 or more years old 0.0%

L SERIES

1 year old or older, but not yet 2
years old 7.0%

2 years old or older, but not yet 3
years old 6.0%

3 years old or older, but not yet 4
years old 5.0%

4 or more years old 0.0%

B SERIES

1 year old or older, but not yet 2
years old 7.0%

2 years old or older, but not yet 3
years old 6.0%

3 years old or older, but not yet 4
years old 6.0%

4 years old or older, but not yet 5
years old 5.0%

5 years old or older, but not yet 6
years old 5.0%

6 years old or older, but not yet 7
years old 5.0%

7 years old, or older 0.0%

C SERIES

There is no CDSC or other sales load applicable to the C Series.
--------
1 The years referenced in the above CDSC tables refer to the length of time
since a Purchase Payment was made (i.e., the "age" of the Purchase Payment).
Contingent Deferred Sales Charges are applied against the Purchase
Payment(s) being withdrawn. Thus, the appropriate percentage is multiplied
by the Purchase Payment(s) being withdrawn to determine the amount of the
CDSC. For example, if with respect to the X Series on November 1, 2016 you
withdrew a Purchase Payment made on August 1, 2011, that Purchase Payment
would be between 5 and 6 years old, and thus subject to an 8% CDSC.

FEE/CHARGE X SERIES L SERIES B SERIES C SERIES
--------------- -------------- -------------- -------------- --------------
Transfer Fee/1/ $10 $10 $10 $10
--------
1 Currently, we deduct the fee after the 20th transfer each Annuity Year. The
following table provides a summary of the periodic fees and charges you will
pay while you own your Annuity, excluding the underlying portfolio annual
expenses. These fees and charges are described in more detail within this
prospectus.

PERIODIC FEES AND CHARGES

FEE/CHARGE X SERIES L SERIES B SERIES C SERIES
-------------- -------------- -------------- -------------- --------------
Annual Lesser of $30 Lesser of $30 Lesser of $30 Lesser of $30
Maintenance or 2% of or 2% of or 2% of or 2% of
Fee/1, 3/ Account Value Account Value Account Value Account Value

ANNUAL FEES/CHARGES /2/
(assessed as a percentage of the daily net assets of the Sub-accounts)

FEE/CHARGE X SERIES L SERIES B SERIES C SERIES
-------------- -------------- -------------- -------------- --------------
Mortality & 1.70%; 1.15 % 1.55%; 1.15% 1.15% 1.60%; 1.15%
Expense Risk after 9th after 9th after 9th
Charge Annuity Year Annuity Year Annuity Year

Administration 0.15% 0.15% 0.15% 0.15%
Charge

Total 1.85%; 1.30% 1.70%; 1.30% 1.30% 1.75%; 1.30%
Annualized after 9th after 9th after 9th
Insurance Annuity Year Annuity Year Annuity Year
Charge/3/
--------
(1)Assessed annually on the Annuity's anniversary date or upon surrender (but
not medically-related surrenders). Only applicable if the sum of the
Purchase Payments at the time the fee is due is less than $100,000.
(2)The Insurance Charge is the combination of Mortality & Expense Risk Charge
and the Administration Charge.
(3)For beneficiaries who elect the Beneficiary Continuation Option, the Annual
Maintenance Fee is the lesser of $30 or 2% of Account Value and is only
applicable if Account Value is less than $25,000 at the time the fee is
assessed. For Beneficiaries who elect the Beneficiary Continuation Option,
the Mortality and Expense and Administration Charges do not apply. However,
a Settlement Service Charge equal to 1.00% is assessed as a percentage of
the daily net assets of the Sub-accounts as an annual charge.

The following table sets forth the charge for each optional benefit under the
Annuity. These fees would be in addition to the periodic fees and transaction
fees set forth in the tables above.

YOUR OPTIONAL BENEFIT FEES AND CHARGES

TOTAL TOTAL TOTAL TOTAL
ANNUALIZED ANNUALIZED ANNUALIZED ANNUALIZED ANNUALIZED
OPTIONAL BENEFIT CHARGE/2/ CHARGE/2/ CHARGE/2/ CHARGE/2/
OPTIONAL BENEFIT FEE/CHARGE/1/ for X SERIES for L SERIES for B SERIES for C SERIES
---------------- ------------------ ------------------ ------------------ ------------------ ------------------

HIGHEST DAILY 1.50% greater of 1.85% 1.70% 1.30% 1.75%
LIFETIME 6 PLUS Account Value and +1.50% +1.50% +1.50% +1.50%
Maximum Charge3 PWV greater of greater of greater of greater of
Unadjusted Unadjusted Unadjusted Unadjusted
Account Value and Account Value and Account Value and Account Value and
PWV PWV PWV PWV

Current Charge 0.85%greater of 1.85% 1.70% 1.30% 1.75%
Account Value and +0.85% +0.85% +0.85% +0.85%
PWV greater of greater of greater of greater of
Unadjusted Unadjusted Unadjusted Unadjusted
Account Value and Account Value and Account Value and Account Value and
PWV PWV PWV PWV

SPOUSAL 1.50%greater of 1.85% 1.70% 1.30% 1.75%
HIGHEST DAILY Account Value and +1.50% +1.50% +1.50% +1.50%
LIFETIME 6 PLUS PWV greater of greater of greater of greater of
Maximum Charge3 Unadjusted Unadjusted Unadjusted Unadjusted
Account Value and Account Value and Account Value and Account Value and
PWV PWV PWV PWV

Current Charge 0.95%greater of 1.85% 1.70% 1.30% 1.75%
Account Value and +0.95% +0.95% +0.95% +0.95%
PWV greater of greater of greater of greater of
Unadjusted Unadjusted Unadjusted Unadjusted
Account Value and Account Value and Account Value and Account Value and
PWV PWV PWV PWV

GUARANTEED
RETURN OPTION
PLUS II (GRO
PLUS II)
Charge/4/ 0.60% 2.45% 2.30% 1.90% 2.35%

HIGHEST DAILY
GUARANTEED
RETURN OPTION
II (HD GRO II)
Charge/4/ 0.60% 2.45% 2.30% 1.90% 2.35%

HIGHEST
ANNIVERSARY
VALUE DEATH
BENEFIT ("HAV")
Charge/4/ 0.40% 2.25% 2.10% 1.70% 2.15%

--------
(1)The charge for each of Highest Daily Lifetime 6 Plus and Spousal Highest
Daily Lifetime 6 Plus is assessed against the greater of Account Value and
PWV. The charge for each of GRO Plus II, Highest Daily GRO II, and Highest
Anniversary Value Death Benefit, is assessed as a percentage of the average
daily net assets of the Sub-accounts.
(2)HOW CHARGE IS DETERMINED

For Highest Daily Lifetime 6 Plus, and Spousal Highest Daily Lifetime 6
Plus: The charge is taken out of the Sub-accounts. For B Series, in all
Annuity Years, the optional benefit charge is in addition to the 1.30%
annualized charge of amounts invested in the Sub-accounts. For each of the L
Series, X Series, and C Series the annualized charge for the base Annuity
drops after Annuity Year 9 as described below:

Highest Daily Lifetime 6 Plus: 0.85% optional benefit charge is in addition
to 1.30% annualized charge of amounts invested in the Sub-accounts for base
Annuity after year 9.

Spousal Highest Daily Lifetime 6 Plus: 0.95% optional benefit charge is in
addition to 1.30% annualized charge of amounts invested in the Sub-accounts
for base Annuity after year 9.

For GRO Plus II and Highest Daily GRO II: For B Series, the optional benefit
charge plus base Annuity charge is 1.90% in all Annuity Years. In the case
of L Series, X Series, and C Series, the optional benefit charge plus base
Annuity charge drops to 1.90% after the 9th Annuity Year.

Highest Anniversary Value Death Benefit: For B Series, 1.70% total charge
applies in all Annuity Years. In the case of the L Series, X Series, and C
Series, the optional benefit charge plus base Annuity charge drops to 1.70%
after the 9th Annuity Year.

(3)We reserve the right to increase the charge to the maximum charge indicated,
upon any step-up under the benefit. We also reserve the right to increase
the charge if you elect or re-add the benefit post-issue.
(4)Because there is no higher charge to which we could increase the current
charge, the current charge and maximum charge are one and the same. Thus, so
long as you retain the benefit, we cannot increase your charge for the
benefit.

The following table provides the range (minimum and maximum) of the total
annual expenses for the underlying mutual funds ("portfolios") as of
December 31, 2008. Each figure is stated as a percentage of the underlying
portfolio's average daily net assets.

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES

MINIMUM MAXIMUM
------- -------
Total Portfolio Operating Expense 0.62% 2.04%

The following are the total annual expenses for each underlying portfolio as of
December 31, 2008, except as noted. The "Total Annual Portfolio Operating
Expenses" reflect the combination of the underlying portfolio's investment
management fee, other expenses, and any 12b-1 fees. Each figure is stated as a
percentage of the underlying portfolio's average daily net assets. There is no
guarantee that actual expenses will be the same as those shown in the table.
For certain of the underlying portfolios, a portion of the management fee has
been waived and/or other expenses have been partially reimbursed. The existence
of any such fee waivers and/or reimbursements have been reflected in the
footnotes. The following expenses are deducted by the portfolio before it
provides Pruco Life of New Jersey with the daily net asset value. The portfolio
information was provided by the portfolios and has not been independently
verified by us. See the prospectuses and or statements of additional
information of the portfolios for further details.

Acquired Total
Portfolio Annual
Management Other (12b-1) Fees & Portfolio
UNDERLYING PORTFOLIO Fee Expenses Fee Expenses Expenses
------------------------------ ---------- -------- ------- --------- ---------
Advanced Series Trust/1,2,3/
AST Academic Strategies Asset
Allocation/4/ 0.72% 0.08% 0.00% 0.74% 1.54%
AST Advanced Strategies 0.85% 0.22% 0.00% 0.02% 1.09%
AST AllianceBernstein Core
Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST AllianceBernstein
Growth & Income 0.75% 0.13% 0.00% 0.00% 0.88%
AST American Century Income &
Growth/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Balanced Asset Allocation 0.15% 0.02% 0.00% 0.93% 1.10%
AST Bond Portfolio 2017/6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Bond Portfolio 2018/6/ 0.64% 0.35% 0.00% 0.00% 0.99%
AST Bond Portfolio 2019/6/ 0.64% 0.47% 0.00% 0.00% 1.11%
AST Bond Portfolio 2020/6/ 0.65% 1.02% 0.00% 0.00% 1.67%
AST Bond Portfolio 2021/6/ 0.65% 0.31% 0.00% 0.00% 0.96%

Acquired Total
Portfolio Annual
Management Other (12b-1) Fees & Portfolio
UNDERLYING PORTFOLIO Fee Expenses Fee Expenses Expenses
------------------------------ ---------- -------- ------- --------- ---------
AST Capital Growth Asset
Allocation 0.15% 0.01% 0.00% 0.96% 1.12%
AST CLS Growth Asset
Allocation /7/ 0.30% 0.20% 0.00% 0.95% 1.45%
AST CLS Moderate Asset
Allocation /7/ 0.30% 0.16% 0.00% 0.93% 1.39%
AST Cohen & Steers Realty
Portfolio/5/ 1.00% 0.17% 0.00% 0.00% 1.17%
AST DeAM Large-Cap Value 0.85% 0.15% 0.00% 0.00% 1.00%
AST Federated Aggressive
Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST First Trust Balanced
Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST First Trust Capital
Appreciation Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST Global Real Estate 1.00% 0.27% 0.00% 0.00% 1.27%
AST Goldman Sachs
Concentrated Growth 0.90% 0.14% 0.00% 0.00% 1.04%
AST Goldman Sachs Mid-Cap
Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST Goldman Sachs Small-Cap
Value 0.95% 0.22% 0.00% 0.00% 1.17%
AST High Yield/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Horizon Growth Asset
Allocation/8/ 0.30% 0.35% 0.00% 0.93% 1.58%
AST Horizon Moderate Asset
Allocation/8/ 0.30% 0.28% 0.00% 0.87% 1.45%
AST International Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST International Value 1.00% 0.18% 0.00% 0.00% 1.18%
AST Investment Grade Bond /6/ 0.64% 0.13% 0.00% 0.00% 0.77%
AST Jennison Large-Cap Growth 0.90% 0.20% 0.00% 0.00% 1.10%
AST Jennison Large-Cap Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST JPMorgan International
Equity/5/ 0.89% 0.20% 0.00% 0.00% 1.09%
AST Large-Cap Value/5/ 0.75% 0.12% 0.00% 0.00% 0.87%
AST Lord Abbett Bond-Debenture 0.80% 0.17% 0.00% 0.00% 0.97%
AST Marsico Capital Growth 0.90% 0.13% 0.00% 0.00% 1.03%
AST MFS Global Equity 1.00% 0.32% 0.00% 0.00% 1.32%
AST MFS Growth 0.90% 0.15% 0.00% 0.00% 1.05%
AST Mid-Cap Value 0.95% 0.19% 0.00% 0.00% 1.14%
AST Money Market 0.50% 0.12% 0.00% 0.00% 0.62%
AST Neuberger Berman / LSV
Mid-Cap Value 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Mid-Cap
Growth/5/ 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman
Small-Cap Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST Niemann Capital Growth
Asset Allocation/8/ 0.30% 0.29% 0.00% 0.87% 1.46%
AST Paramentric Emerging
Markets Equity 1.10% 0.53% 0.00% 0.00% 1.63%
AST PIMCO Limited Maturity
Bond 0.65% 0.15% 0.00% 0.00% 0.80%
AST PIMCO Total Return Bond 0.65% 0.13% 0.00% 0.00% 0.78%
AST Preservation Asset
Allocation 0.15% 0.02% 0.00% 0.87% 1.04%
AST QMA US Equity/9/ 1.00% 0.57% 0.00% 0.00% 1.57%
AST Schroders Multi-Asset
World Strategies 1.10% 0.35% 0.00% 0.00% 1.45%
AST Small-Cap Growth 0.90% 0.22% 0.00% 0.00% 1.12%
AST Small-Cap Value 0.90% 0.18% 0.00% 0.00% 1.08%
AST T. Rowe Price Asset
Allocation 0.85% 0.15% 0.00% 0.00% 1.00%
AST T. Rowe Price Global Bond 0.80% 0.19% 0.00% 0.00% 0.99%
AST T. Rowe Price Large-Cap
Growth 0.88% 0.13% 0.00% 0.00% 1.01%
AST T. Rowe Price Natural
Resources Portfolio 0.90% 0.14% 0.00% 0.00% 1.04%
AST UBS Dynamic Alpha 1.00% 0.16% 0.00% 0.00% 1.16%

Acquired Total
Portfolio Annual
Management Other (12b-1) Fees & Portfolio
UNDERLYING PORTFOLIO Fee Expenses Fee Expenses Expenses
------------------------------ ---------- -------- ------- --------- ---------
AST Western Asset Core Plus
Bond 0.70% 0.14% 0.00% 0.00% 0.84%
Franklin Templeton Variable
Insurance Products Trust/10/
Franklin Templeton VIP
Founding Funds Allocation
Funds 0.00% 0.13% 0.00% 0.65% 0.78%
--------
1 Advanced Series Trust: Shares of the Portfolios are generally purchased
through variable insurance products. The Advanced Series Trust (the "Trust")
has entered into arrangements with the issuers of the variable insurance
products offering the Portfolios under which the Trust compensates the
issuers 0.10% for providing ongoing services to portfolio shareholders in
lieu of the Trust providing such services directly to shareholders. Amounts
paid under these arrangements are included in "Other Expenses." Subject to
the expense limitations set forth below, for each portfolio of the Trust
(except as noted below), Prudential Investments LLC and AST Investment
Services, Inc. have agreed to voluntarily waive a portion of the 0.10%
administrative services fee, based on the average daily net assets of each
portfolio of the Trust, as set forth in the table below.

Average Daily Net Asset of Portfolio Rate Fee Including Waiver
-------------------------------------------------- -------------------------
Up to and including $500 million 0.10% (no waiver)
Over 500 million up to and including $750 million 0.09%
Over $750 million up to and including $1 billion 0.08%
Over $1 billion 0.07%

The administrative services fee is not waived in the case of the Dynamic
Asset Allocation Portfolios and the Tactical Asset Allocation Portfolios.
The Dynamic Asset Allocation Portfolios are AST Balanced Asset Allocation,
AST Capital Growth Asset Allocation, and AST Preservation Asset Allocation.
The Tactical Asset Allocation Portfolios are AST CLS Growth Asset
Allocation, AST CLS Moderate Asset Allocation, AST Horizon Growth Asset
Allocation, AST Horizon Moderate Asset Allocation, and AST Niemann Capital
Growth Asset Allocation.

The Dynamic Asset Allocation Portfolios and the Tactical Asset Allocation
Portfolios are "fund of funds" which means each of these portfolios invests
primarily or exclusively in one or more mutual funds, referred to here as
"Underlying Portfolios". A portfolio will not be directly subject to the
administrative services fee to the extent it invests in Underlying
Portfolios. Because the Dynamic Asset Allocation Portfolios generally invest
all of their assets in Underlying Portfolios, the Dynamic Asset Allocation
Portfolios generally will not be directly subject to the administrative
services fee. Because the Tactical Asset Allocation Portfolios generally
invest at least 90% of their assets in Underlying Portfolios, only 10% of
their assets generally will be directly subject to the administrative
services fee. Because the AST Academic Strategies Asset Allocation Portfolio
generally invests approximately 65% of its assets in Underlying Portfolios,
only 35% of its assets generally will be directly subject to the
administrative services fee. The AST Academic Strategies Portfolio is not
directly subject to the administrative services fee to the extent it invests
in any other Trust portfolio. In determining the administrative services
fee, only assets of a Tactical Asset Allocation Portfolio and the AST
Academic Strategies Asset Allocation Portfolio that are not invested in
Underlying Portfolios will be counted as average daily net assets of the
relevant portfolio for purposes of the above-referenced breakpoints. This
will result in a portfolio paying higher administrative services fees than
if all of the assets of the portfolio were counted for purposes of computing
the relevant administrative services fee breakpoints. The underlying
portfolios in which the Dynamic Asset Allocation Portfolios. Tactical Asset
Allocation Portfolios, and AST Academic Strategies Asset Allocation
Portfolio invest, however, will be subject to the administrative services
fee.

2 Some of the portfolios invest in other investment companies (the "Acquired
Portfolios"). For example, each Dynamic and Tactical Asset Allocation
Portfolio invests in shares of other portfolios of the Trust. Investors in a
portfolio indirectly bear the fees and expenses of the Acquired Portfolios.
The expenses shown under "Acquired Portfolio Fees and Expenses" represent a
weighted average of the expense ratios of the Acquired Portfolios in which
each portfolio invested during the year ended December 31, 2008. The Dynamic
Asset Allocation Portfolios and AST Focus Four Plus Portfolio do not pay any
transaction fees when purchasing or redeeming shares of the Acquired
Portfolios. When a portfolio's "Acquired Portfolio Fees and Expenses" are
less that 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 such
portfolios in the prospectus for the Trust.
3 The management fee rate shown in the "management fees" column is based on
the indicated portfolio's average daily net assets as of the fiscal year
ended December 31, 2008, except that the fee rate shown does not reflect the
impact of any contractual or voluntary management fee waivers that may be
applicable and which would result in a reduction in the fee rate paid by the

portfolio. The management fee rate for certain portfolios may include
"breakpoints" which are reduced fee rates that are applicable at specified
levels of portfolio assets; the effective fee rates shown in the table
reflect and incorporate any fee "breakpoints" which may be applicable.
4 Academic Strategies Asset Allocation Portfolio: The only investment
management fee to be paid directly to the Investment Managers by the
Academic Strategies Asset Allocation Portfolio will be the portfolio's
annualized contractual investment management fee of 0.72% of its average
daily net assets. Since the Academic Strategies Asset Allocation Portfolio
is expected to invest approximately 65% of its assets in portfolios of the
Trust (referred to here as "Underlying Trust Funds") under normal
circumstances, the Academic Strategies Asset Allocation Portfolio will also
indirectly pay investment management fees on its investments in the
Underlying Trust Funds. To the extent that the other Asset Allocation
Portfolios invest their assets in Underlying Trust Funds, such Asset
Allocation Portfolios will also indirectly pay investment management fees on
its investments in the Underlying Trust Funds.

The Academic Strategies Asset Allocation Portfolio will not be directly
subject to the administrative services fee to the extent it invests in
Underlying Trust Funds. The Underlying Trust Funds in which the Academic
Strategies Asset Allocation Portfolio invests, however, will be subject to
the administrative services fee.

The Academic Strategies Asset Allocation Portfolio indirectly incurs a pro
rata portion of the fees and expenses of the Acquired Portfolios in which it
invests. From January 1, 2008 to July 20, 2008, the Academic Strategies
Asset Allocation Portfolio was known as the AST Balanced Asset Allocation
Portfolio (the Balanced Portfolio). The Balanced Portfolio invested all of
its assets in Acquired Portfolios. The actual annualized "Acquired Portfolio
Fees and Expenses" for the Balanced Portfolio were 0.88% for the period
January 1, 2008 to July 20, 2008. As set forth above, under normal
conditions, the Academic Strategies Asset Allocation Portfolio invests
approximately 65% of its assets in Acquired Portfolios. The actual
annualized "Acquired Portfolio Fees and Expenses" for the Academic
Strategies Asset Allocation Portfolio were 0.735% for the period July 21,
2008 to December 31, 2008. The Investment Managers have voluntarily agreed
to reimburse expenses and/or waive fees so that the Academic Strategies
Asset Allocation Portfolio's "Acquired Portfolio Fees and Expenses" on an
annualized basis do not exceed 0.685% of the Academic Strategies Asset
Allocation Portfolio's average daily net assets based on the daily
calculation described below. This arrangement will be monitored and applied
daily based upon the Academic Strategies Asset Allocation Portfolio's then
current holdings of Acquired Portfolios and the expense ratios of the
relevant Acquired Portfolios as of their most recent fiscal year end.
Because the expense ratios of the relevant Acquired Portfolios will change
over time and may be higher than the expense ratios as of their most recent
fiscal year end, it is possible that the Academic Strategies Asset
Allocation Portfolio's actual "Acquired Portfolio Fees and Expenses" may be
higher than 0.685% of the portfolio's average daily net assets on an
annualized basis. These arrangements relating to the portfolio's "Acquired
Portfolio Fees and Expenses" are voluntary and are subject to termination or
modification at any time without prior notice.

The Investment Managers have contractually agreed to reimburse expenses
and/or waive fees so that the Academic Strategies Asset Allocation
Portfolio's investment management fees plus "Other Expenses" (exclusive in
all cases of taxes, interest, brokerage commissions, distribution fees,
dividend and interest expense, if any, related to short sales, and
extraordinary expenses) do not exceed 0.80% of the portfolio's average daily
net assets during the Academic Strategies Asset Allocation Portfolio's first
year of operations (i.e., July 21, 2008 through July 20, 2009).

5 Effective as of July 1, 2008, Prudential Investments LLC and AST Investment
Services, Inc. have voluntarily agreed to waive a portion of their
management fee and/or limit expenses (expressed as a percentage of average
daily net assets) for certain portfolios of the Trust, as set forth in the
table below. These arrangements may be discontinued or otherwise modified at
any time.

Portfolio Fee Waiver and/or Expense Limitation
------------------------------------- ------------------------------------
AST Large-Cap Value 0.84%
AST Cohen & Steers Realty 0.97%
AST American Century Income & Growth 0.87%
AST High Yield 0.88%
AST Money Market 0.56%
AST JP Morgan International Equity 1.01%
AST Neuberger Berman Mid-Cap Growth 1.25%

6 The investment management fee rate for the AST Bond Portfolio 2017, the AST
Bond Portfolio 2021, the AST Bond Portfolio 2015, the AST Bond Portfolio
2016, the AST Bond Portfolio 2018, the AST Bond Portfolio 2019, the AST Bond
Portfolio 2020, and

the AST Investment Grade Bond Portfolio (each, a "Bond Portfolio" and
collectively, the "Bond Portfolios") is subject to certain contractual
asset-based breakpoints. In the event the combined average daily net assets
of the Bond Portfolios do not exceed $500 million, each Bond Portfolio's
investment management fee rate will equal 0.65% of its average daily net
assets. In the event the combined average daily net assets of the Bond
Portfolios exceed $500 million, the portion of a Portfolio's assets to which
the investment management fee rate of 0.65% applies and the portion of a
Portfolio's assets to which the investment management fee rate of 0.64%
applies will be determined on a pro rata basis. Such fee would be computed
as follows.

[0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio
Assets)] +

[0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio
Assets / Combined Portfolio Assets]

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates
of Other Expenses are based on an assumed average daily net asset level of
$50 million for those Portfolios during the fiscal year ending December 31,
2010. As used in connection with each Portfolio, "other expenses" includes
expenses for accounting and valuation services, custodian fees, audit and
legal fees, transfer agency fees, fees paid to non-interested Trustees, and
certain other miscellaneous items. Each Bond Portfolio also will pay
participating insurance companies an administrative services fee of 0.10% of
its average daily net assets on an annualized basis, subject to certain
voluntary asset-based breakpoints. Such administrative fee will compensate
participating insurance companies for providing certain services to
beneficial shareholders in lieu of the Trust, including the printing and
mailing of fund prospectuses and shareholder reports.

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates
of Total Annual Portfolio Expenses are based on an assumed average daily net
asset level of $50 million for those Portfolios during the fiscal year
ending December 31, 2010. The Investment Managers have contractually agreed
to waive a portion of their investment management fees and/or reimburse
certain expenses for each Bond Portfolio so that each Bond Portfolio's
investment management fees plus other expenses (exclusive in all cases of
taxes, interest, brokerage commissions, distribution fees, acquired fund
fees and expenses, and extraordinary expenses) do not exceed 1.00% of each
Bond Portfolio's average daily net assets for the fiscal year ending
December 31, 2010.

7 Prudential Investments LLC and AST Investment Services, Inc. have
voluntarily agreed to waive a portion of their investment management fees
and/or reimburse certain expenses for each of the AST CLS Growth Asset
Allocation Portfolio and the AST CLS Moderate Asset Allocation Portfolio so
that each Asset Allocation Portfolio's investment management fees plus other
expenses (exclusive in all cases of taxes, interest, brokerage commissions,
distribution fees, dividend and interest expense, if any, related to short
sales, extraordinary expenses, and Underlying Portfolio fees and expenses)
do not exceed 0.40% of such Asset Allocation Portfolio's average daily net
assets to $100 million; 0.35% of such Asset Allocation Portfolio's average
daily net assets from $100 million to $200 million; and 0.30% of such Asset
Allocation Portfolio's average daily net assets over $200 million.
8 The Investment Managers also have voluntarily agreed to waive a portion of
their investment management fees and/or reimburse certain expenses for each
of the AST Horizon Growth Asset Allocation Portfolio, the AST Horizon
Moderate Asset Allocation Portfolio, and the AST Niemann Capital Growth
Asset Allocation Portfolio so that each Asset Allocation Portfolio's
investment management fees plus other expenses (exclusive in all cases of
taxes, interest, brokerage commissions, distribution fees, dividend and
interest expense, if any, related to short sales, extraordinary expenses,
and Underlying Portfolio fees and expenses) do not exceed 0.40% of such
Asset Allocation Portfolio's average daily net assets to $250 million; 0.35%
of such Asset Allocation Portfolio's average daily net assets from $250
million to $750 million; and 0.30% of such Asset Allocation Portfolio's
average daily net assets over $750 million. All of these arrangements are
voluntary and may be discontinued or otherwise modified by the Investment
Managers at any time without prior notice.
9 With respect to the AST QMA US Equity Alpha Portfolio, "Other Expenses"
includes dividend expenses on short sales and interest expenses on short
sales.
10 The manager has agreed in advance to reduce its fee from assets invested by
the Fund in a Franklin Templeton money market fund (the Sweep Money Fund
which is the acquired fund in this case) to the extent of the Fund's fees
and expenses of the acquired fund. This reduction is required by the Trust's
board of trustees and an exemptive order by the Securities and Exchange
Commission; this arrangement will continue as long as the exemptive order is
relied upon.

EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in one
Pruco Life of New Jersey Annuity with the cost of investing in other Pruco Life
of New Jersey Annuities and/or other variable annuities. Below are examples for
each Annuity showing what you would pay in expenses at the end of the stated
time periods had you invested $10,000 in the Annuity and your investment has a
5% return each year. The examples reflect the following fees and charges for
each Annuity as described in "Summary of Contract Fees and Charges."

. Insurance Charge

. Contingent Deferred Sales Charge (when and if applicable)

. Annual Maintenance Fee

. Optional benefit fees, as described below

The examples also assume the following for the period shown:

. You allocate all of your Account Value to the Sub-account with the
maximum gross total operating expenses for 2008, and those expenses
remain the same each year*

. For each charge, we deduct the maximum charge rather than the current
charge

. You make no withdrawals of Account Value

. You make no transfers, or other transactions for which we charge a fee

. No tax charge applies

. You elect the Spousal Highest Daily Lifetime 6 Plus Income Benefit and
the HAV Death Benefit (which is the maximum combination of optional
benefit charges)

. For the X Series example, no Purchase Credit is granted under the
Annuity. If Purchase Credits were reflected in the calculations,
expenses would be higher, because the charges would have been applied to
a larger Account Value.

Amounts shown in the examples are rounded to the nearest dollar.
--------
*Note: Not all Portfolios offered as Sub-accounts may be available depending
on optional benefit selection and selling firm.

THE EXAMPLES ARE ILLUSTRATIVE ONLY. THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING PORTFOLIOS. ACTUAL
EXPENSES WILL BE LESS THAN THOSE SHOWN DEPENDING UPON WHICH OPTIONAL BENEFIT
YOU ELECT OTHER THAN INDICATED IN THE EXAMPLES OR IF YOU ALLOCATE ACCOUNT VALUE
TO ANY OTHER AVAILABLE SUB-ACCOUNTS.

Expense Examples are provided as follows: [TO BE FILED IN PRE-EFFECTIVE
AMENDMENT]

If you surrender your Annuity at the end of the applicable time period:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
X Series
L Series
B
Series
C Series

If you do not surrender your Annuity, or if you annuitize your Annuity:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
X Series

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
L Series
B
Series
C Series

SUMMARY

This Summary describes key features of the Annuities offered in this
prospectus. It is intended to give you an overview, and to point you to
sections of the prospectus that provide greater detail. You should not rely on
the Summary alone for all the information you need to know before purchasing an
Annuity. You should read the entire prospectus for a complete description of
the Annuities. Your financial professional can also help you if you have
questions.

The Annuity: The variable annuity contract issued by Pruco Life of New Jersey
is a contract between you, the owner, and Pruco Life of New Jersey, an
insurance company. It is designed for retirement purposes, or other long-term
investing, to help you save money for retirement, on a tax deferred basis, and
provide income during your retirement.

The Annuity offers various investment portfolios. With the help of your
financial professional, you choose how to invest your money within your
Annuity. Investing in a variable annuity involves risk and you can lose your
money. On the other hand, investing in a variable annuity can provide you with
the opportunity to grow your money through participation in "underlying" mutual
funds.

This prospectus describes four different Annuities. The Annuities differ
primarily in the fees and charges deducted and whether the Annuity provides
Purchase Credits in certain circumstances. With the help of your financial
professional, you choose the Annuity based on your time horizon, liquidity
needs, and desire for Purchase Credits.

Please see Appendix B "Selecting the Variable Annuity That's Right For You,"
for a side-by-side comparison of the key features of each of these Annuities.

Purchase: Your eligibility to purchase is based on your age and the amount of
your initial Purchase Payment. See your financial professional to complete an
application.

Maximum Age for Minimum Initial
Annuity Initial Purchase Purchase Payment
------- ---------------- ----------------
X Series 80 $ 10,000
L Series 80 $10,000
B Series 85 $1000
C Series 85 $10,000

The "Maximum Age for Initial Purchase" applies to the oldest Owner as of the
day we would issue the Annuity. If the Annuity is to be owned by an entity, the
maximum age applies to the Annuitant as of the day we would issue the Annuity.
For Annuities purchased as a Beneficiary Annuity, the maximum issue age is 70
and applies to the Key Life.

After you purchase your Annuity, you will have a limited period of time during
which you may cancel (or "Free Look") the purchase of your Annuity. Your
request for a Free Look must be received in Good Order.

Please see "What Are the Requirements for Purchasing One of the Annuities" for
more detail.

Investment Options: You may choose from a variety of variable Investment
Options ranging from conservative to aggressive. Certain optional benefits may
limit your ability to invest in the variable Investment Options otherwise
available to you under the Annuity. Each of the underlying mutual funds is
described in its own prospectus, which you should read before investing. There
is no assurance that any variable Investment Option will meet its investment
objective.

We also offer other programs to help discipline your investing, such as dollar
cost averaging or automatic rebalancing.

Please see "Investment Options," and "Managing Your Account Value" for
information.

Access to Your Money: You can receive income by taking withdrawals or electing
annuity payments. Please note that withdrawals may be subject to tax, and may
be subject to a contingent deferred sales charge (discussed below). You may
withdraw up to 10% of your investment each year without being subject to a
contingent deferred sales charge.

You may elect to receive income through annuity payments over your lifetime,
also called "annuitization". If you elect to receive annuity payments, you
convert your Account Value into a stream of future payments. This means in most
cases you no longer have an Account Value and therefore cannot make
withdrawals. We offer different types of annuity options to meet your needs.

Please see "Access to Account Value" and "Annuity Options" for more information.

Optional Living Benefits

Guaranteed Lifetime Withdrawal Benefits. We offer optional living benefits, for
an additional charge, that guarantee your ability to take withdrawals for life
as a percentage of "protected withdrawal value", even if your Account Value
falls to zero. If you withdraw more than the allowable amount during any year
(referred to "Excess Income"), your future level of guaranteed withdrawals
decreases.

These benefits are:
Highest Daily Lifetime(sm) 6 Plus
Spousal Highest Daily Lifetime(sm) 6 Plus

As part of these benefits you may invest only certain permitted Investment
Options. These benefits utilize a predetermined mathematical formula to help
manage your guarantee through all market cycles. Please see the applicable
optional benefits section as well as the Appendices to this prospectus for more
information on the formula.

Guaranteed Minimum Accumulation Benefits. We offer two optional benefits, for
an additional charge, that guarantee your Account Value to a certain level
after a stated period of years. As part of these benefits you may invest only
certain permitted Investment Options. These benefits utilize a predetermined
mathematical formula to help manage your guarantee through all market cycles.
Please see the applicable optional benefits section as well as the Appendices
to this prospectus for more information on the formula.

These benefits are:
Guaranteed Return Option(sm) Plus II
Highest Daily(sm) Guaranteed Return Option II

Please see "Living Benefits" for more information.

Death Benefits: You may name a beneficiary to receive the proceeds of your
Annuity upon your death. Your death benefit must be distributed within the time
period required by the tax laws. Each of our Annuities offers a basic death
benefit. We also offer the following optional death benefit, for an additional
charge:

Highest Anniversary Value Death Benefit

The optional death benefit has certain age and investment restrictions. Please
see "Death Benefits" for more information.

Purchase Credits: We apply a "Purchase Credit" to your Annuity's Account Value
with respect to certain Purchase Payments you make under the X Series Annuity.
The Purchase Credit is equal to a percentage of each Purchase Payment. The
amount of the Purchase Credit depends on your age at the time the Purchase
Payment is made and the number of years that the Annuity has been in force.
Because the X Series Annuity grants Purchase Credits with respect to your
Purchase Payments, the expenses of the X Series Annuity will be higher than
expenses for an Annuity without a Purchase Credit. In addition, the amount of
the Purchase Credits that you receive under the X Series Annuity may be more
than offset by the additional fees and charges associated with the Purchase
Credit

Fees and Charges: Each Annuity, and the optional living benefit and optional
death benefits, are subject to certain fees and charges, as discussed in the
"Summary of Contract Fees and Charges" table in the prospectus. In addition,
there are fees and expenses of the underlying Portfolios.

What does it mean that my Annuity is "tax-deferred"? Variable annuities are
"tax deferred", meaning you pay no taxes on any earnings from your Annuity
until you withdraw the money. You may also transfer among your Investment
Options without paying a tax at the time of the transfer. When you take your
money out of the Annuity, however, you will be taxed on the earnings at
ordinary income tax rates. If you withdraw money before you reach age 59 1/2,
you also may be subject to a 10% federal tax penalty.

You may also purchase one of our Annuities as a tax-qualified retirement
investment such as an IRA, SEP-IRA, Roth IRA, 401(a) plan, or non-ERISA 403(b)
plan. Although there is no additional tax advantage to a variable annuity
purchased through one of these plans, the

Annuity has features and benefits other than tax deferral that make it an
important investment for a qualified plan. You should consult your tax advisor
regarding these features and benefits prior to purchasing a contract for use
with a tax-qualified plan.

Other Information: Please see the section entitled "General Information" for
more information about our Annuities, including legal information about our
Pruco Life of New Jersey, the separate account, and underlying funds.

INVESTMENT OPTIONS

The Investment Options under each Annuity consist of the Sub-accounts. Each
Sub-account invests in an underlying portfolio whose share price generally
fluctuates each Valuation Day. The portfolios that you select, among those that
are available, are your choice -- we do not provide investment advice, nor do
we recommend any particular portfolio. You bear the investment risk for amounts
allocated to the portfolios.

As a condition of participating in the optional benefits, you may be prohibited
from investing in certain Sub-accounts. We describe those restrictions below.
In addition, the optional living benefits (e.g., Highest Daily Lifetime 6 Plus)
employ a pre-determined mathematical formula, under which money is transferred
between your chosen Sub-accounts and a bond portfolio (e.g., the AST Investment
Grade Bond Portfolio). You should be aware that the operation of the formula
could impact the expenses and performance of the portfolios. Specifically,
because transfers to and from the portfolios can be frequent and the amount
transferred can vary, the portfolios could experience the following effects,
among others: (a) they may be compelled to hold a larger portion of assets in
highly liquid securities than they otherwise would, which could diminish
performance if the highly liquid securities underperform other securities
(e.g., equities) that otherwise would have been held (b) they may experience
higher portfolio turnover, which generally will increase the portfolios'
expenses and (c) if they are compelled by the formula to sell securities that
are thinly-traded, such sales could have a significant impact on the price of
such securities. Please consult the prospectus for the applicable portfolio for
additional information about these effects.

In this section, we describe the portfolios and the investment restrictions
that apply if you elect certain optional benefits.

VARIABLE INVESTMENT OPTIONS

Each variable Investment Option is a Sub-account of the Pruco Life of New
Jersey Flexible Premium Variable Annuity Account (see "Pruco Life of New Jersey
and the Separate Account" for more detailed information). Each Sub-account
invests exclusively in one portfolio. You should carefully read the prospectus
for any portfolio in which you are interested. The Investment
Objectives/Policies Chart below classifies each of the portfolios based on our
assessment of their investment style. The chart also provides a description of
each portfolio's investment objective (in italics) and a short, summary
description of their key policies to assist you in determining which Portfolios
may be of interest to you.

Not all portfolios offered as Sub-accounts may be available depending on
optional benefit selection. Thus, if you selected particular optional benefits,
you would be precluded from investing in certain portfolios and therefore would
not receive investment appreciation (or depreciation) affecting those
portfolios. Please see the Additional Information, under the heading concerning
"Service Fees Payable to Pruco Life of New Jersey" for a discussion of fees
that we may receive from underlying mutual funds and/or their affiliates.

The portfolios are not publicly traded mutual funds. They are only available as
investment options in variable annuity contracts and variable life insurance
policies issued by insurance companies, or in some cases, to participants in
certain qualified retirement plans. However, some of the portfolios available
as Sub-accounts under the Annuities are managed by the same portfolio advisor
or sub-advisor as a retail mutual fund of the same or similar name that the
portfolio may have been modeled after at its inception. Certain retail mutual
funds may also have been modeled after a portfolio. While the investment
objective and policies of the retail mutual funds and the portfolios may be
substantially similar, the actual investments will differ to varying degrees.
Differences in the performance of the funds can be expected, and in some cases
could be substantial. You should not compare the performance of a publicly
traded mutual fund with the performance of any similarly named portfolio
offered as a Sub-account. Details about the investment objectives, policies,
risks, costs and management of the portfolios are found in the prospectuses for
the portfolios. The current prospectus and statement of additional information
for the underlying portfolios can be obtained by calling 1-888-PRU-2888. Please
read the prospectus carefully before investing.

The name of the advisor/sub-advisor for each portfolio appears next to the
description. Those portfolios whose name includes the prefix "AST" are
portfolios of the Advanced Series Trust. The portfolios of the Advanced Series
Trust are co-managed by AST Investment Services, Inc. and Prudential
Investments LLC, both of which are affiliated companies of Pruco Life of New
Jersey. However, a sub-advisor, as noted below, is engaged to conduct
day-to-day management.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
ADVANCED SERIES TRUST

AST Academic Strategies Asset
Allocation Portfolio (formerly known
as AST Balanced Asset Allocation
Portfolio): seeks long term capital
appreciation. The portfolio is a AlphaSimplex Group,
multi-asset class fund that pursues LLC; First Quadrant
both top-down asset allocation L.P.; Jennison
strategies and bottom-up selection of Associates LLC; Mellon
securities, investment managers, and Asset Capital Management
mutual funds. Under normal Allocation Corporation; Pacific
circumstances, approximately 60% of Investment Management
the assets will be allocated to Company LLC (PIMCO);
traditional asset classes (including Prudential Bache Asset
US and international equities and Management,
bonds) and approximately 40% of the Incorporated;
assets will be allocated to Quantitative Management
nontraditional asset classes Associates LLC
(including real estate, commodities,
and alternative strategies). Those
percentages are subject to change at
the discretion of the advisor.

AST Advanced Strategies Portfolio:
seeks a high level of absolute
return. The portfolio invests in
traditional and non-traditional LSV Asset Management;
investment strategies and by Marsico Capital
investing in domestic and foreign Management, LLC;
equity and fixed income securities, Pacific Investment
derivative instruments in exchange Asset Management Company LLC
traded funds. The asset allocation Allocation (PIMCO); T. Rowe Price
generally provides for an allotment Associates, Inc.;
of 50% of the portfolio assets to a William Blair &
combination of domestic and Company, LLC;
international equity strategies and Quantitative Management
the remainder in a combination of Associates LLC
U.S. fixed income, hedged
international bond and real return
bonds. The manager will allocate the
assets of the portfolio across
different investment categories and
subadvisors.

AST AllianceBernstein Core Value
Portfolio: seeks long-term capital
growth by investing primarily in
common stocks. The subadviser expects
that the majority of the portfolio's
assets will be invested in the common
stocks of large companies that appear Large AllianceBernstein L.P.
to be undervalued. Among other Cap Value
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 subadviser seeks to
identify individual companies with
earnings growth potential that may
not be recognized by the market at
large.

AST AllianceBernstein Growth & Income
Portfolio: seeks long-term growth of
capital and income while attempting
to avoid excessive fluctuations in
market value. The Portfolio normally
will invest in common stocks (and Large AllianceBernstein L.P.
securities convertible into common Cap Value
stocks). The subadviser 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.

AST American Century Income & Growth
Portfolio: seeks capital growth with
current income as a secondary
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 Large American Century
offer potential for current income. Cap Value Investment Management,
The subadviser utilizes a Inc.
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.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Balanced Asset Allocation
Portfolio (formerly known as AST
Conservative Asset Allocation
Portfolio): seeks to obtain total
return consistent with its specified
level of risk. The portfolio
primarily invests its assets in a
diversified portfolio of other mutual
funds, the underlying portfolios, of Asset Prudential Investments
the Advanced Series Trust and certain Allocation LLC; Quantitative
affiliated money market funds. Under Management Associates
normal market conditions, the LLC
portfolio will devote approximately
60% of its net assets to underlying
portfolios investing primarily in
equity securities (with a range of
52.5% to 67.5%, and 40% of its net
assets to underlying portfolios
investing primarily in debt
securities and money market
instruments (with a range of 32.5% to
47.5%). The portfolio is not limited
to investing exclusively in shares of
the underlying portfolios and may
invest in securities and futures
contracts, swap agreements and other
financial and derivative instruments.

AST Bond Portfolio 2017: seeks the
highest potential total return
consistent with its specified level
of risk tolerance to meet the
parameters established to support the
GRO benefits and maintain liquidity Fixed Income Prudential Investment
to support changes in market Management, Inc.
conditions for a fixed maturity of
2017. Please note that you may not
make Purchase Payments to, or
transfer Account Value to or from,
this portfolio, and that this
portfolio is available only with
certain living benefits.

AST Bond Portfolio 2018: seeks the
highest potential total return
consistent with its specified level
of risk tolerance to meet the
parameters established to support the
GRO benefits and maintain liquidity Fixed Income Prudential Investment
to support changes in market Management, Inc.
conditions for a fixed maturity of
2018. Please note that you may not
make Purchase Payments to, or
transfer Account Value to or from,
this portfolio, and that this
portfolio is available only with
certain living benefits.

AST Bond Portfolio 2019: seeks the
highest potential total return
consistent with its specified level
of risk tolerance to meet the
parameters established to support the
GRO benefits and maintain liquidity Fixed Income Prudential Investment
to support changes in market Management, Inc.
conditions for a fixed maturity of
2019. Please note that you may not
make Purchase Payments to, or
transfer Account Value to or from,
this portfolio, and that this
portfolio is available only with
certain living benefits.

AST Bond Portfolio 2020: seeks the
highest potential total return
consistent with its specified level
of risk tolerance to meet the
parameters established to support the
GRO benefits and maintain liquidity Fixed Income Prudential Investment
to support changes in market Management, Inc.
conditions for a fixed maturity of
2020. Please note that you may not
make Purchase Payments to, or
transfer Account Value to or from,
this portfolio, and that this
portfolio is available only with
certain living benefits.

AST Bond Portfolio 2021: seeks the
highest potential total return
consistent with its specified level
of risk tolerance to meet the
parameters established to support the
GRO benefits and maintain liquidity Fixed Income Prudential Investment
to support changes in market Management, Inc.
conditions for a fixed maturity of
2021. Please note that you may not
make Purchase Payments to, or
transfer Account Value to or from,
this portfolio, and that this
portfolio is available only with
certain living benefits.

AST Capital Growth Asset Allocation
Portfolio: seeks to obtain total
return consistent with its specified
level of risk. The portfolio
primarily invests its assets in a
diversified portfolio of other mutual
funds, the underlying portfolios, of
the Advanced Series Trust and certain
affiliated money market funds. Under
normal market conditions, the
portfolio will devote approximately Prudential Investments
75% of its net assets to underlying Asset LLC; Quantitative
portfolios investing primarily in Allocation Management Associates
equity securities (with a range of LLC
67.5% to 80%), and 25% of its net
assets to underlying portfolios
investing primarily in debt
securities and money market
instruments (with a range of 20.0% to
32.5%). The portfolio is not limited
to investing exclusively in shares of
the underlying portfolios and may
invest in securities and futures
contracts, swap agreements and other
financial and derivative instruments.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST CLS Growth Asset Allocation
Portfolio: seeks the highest
potential total return consistent
with its specified level of risk
tolerance. Under normal
circumstances, at least 90% of the Asset CLS Investments LLC
portfolio's assets will be invested Allocation
in other portfolios of Advanced
Series Trust (the underlying
portfolios) while no more than 10% of
the portfolio's assets may be
invested in exchange traded funds
(ETFs). Under normal market
conditions, the portfolio will devote
from 60% to 80% of its net assets to
underlying portfolios and ETFs
investing primarily in equity
securities, and from 20% to 40% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.

AST CLS Moderate Asset Allocation
Portfolio: seeks the highest
potential total return consistent
with its specified level of risk
tolerance. Under normal
circumstances, at least 90% of the
portfolio's assets will be invested
in other portfolios of Advanced Asset CLS Investments LLC
Series Trust (the underlying Allocation
portfolios) while no more than 10% of
the portfolio's assets may be
invested in exchange traded funds
(ETFs). Under normal market
conditions, the portfolio will devote
from 40% to 60% of its net assets to
underlying portfolios and ETFs
investing primarily in equity
securities, and from 40% to 60% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.

AST Cohen & Steers Realty Portfolio:
seeks to maximize total return
through investment in real estate
securities. The Portfolio pursues its
investment objective by investing,
under normal circumstances, at least
80% of its net assets in common
stocks and other equity securities Specialty Cohen & Steers Capital
issued by real estate companies, such Management, Inc.
as real estate investment trusts
(REITs). 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 (REITs).

AST DeAM Large-Cap Value Portfolio:
seeks maximum growth of capital by
investing primarily in the value
stocks of larger companies. The
portfolio pursues its objective,
under normal market conditions, by
primarily investing at least 80% of
the value of its assets in the equity Large Deutsche Investment
securities of large-sized companies Cap Value Management Americas,
included in the Russell 1000(R) Value Inc.
Index. The subadviser 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.

AST Federated Aggressive Growth
Portfolio: seeks capital growth. The
portfolio pursues its investment
objective by investing primarily in Federated Equity
the stocks of small companies that Management Company of
are traded on national security Small Pennsylvania/ Federated
exchanges, NASDAQ stock exchange and Cap Growth Global Investment
the over-the-counter-market. Small Management Corp.;
companies will be defined as Federated MDTA LLC
companies with market capitalizations
similar to companies in the Russell
2000 Growth and S&P 600 Small Cap
Index.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST First Trust Balanced Target
Portfolio: seeks long-term capital
growth balanced by current income.
The portfolio seeks to achieve its
objective by investing approximately
65% in common stocks and
approximately 35% in fixed income
securities. The portfolio allocates
the equity portion of the portfolio Asset First Trust Advisors
across five uniquely specialized Allocation L.P.
strategies - The Dow(R) 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.

AST First Trust Capital Appreciation
Target Portfolio: seeks long-term
capital growth. The portfolio seeks
to achieve its objective by investing
approximately 80%. In common stocks
and approximately 20% in fixed income
securities. The portfolio allocates
the equity portion of the portfolio
across five. uniquely specialized Asset First Trust Advisors
strategies - the Value Line(R) Target Allocation L.P.
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 which utilizes
certain screen to select bonds from
the DOW Jones Corporate Bond Index or
like-bonds not in the index.

AST Global Real Estate Portfolio:
seeks capital appreciation and
income. The portfolio will normally
invest at least 80% of its liquid
assets (net assets plus any borrowing
made for investment purposes) in SPECIALTY Prudential Real Estate
equity-related securities of real Investors
estate companies. The portfolio will
invest in equity-related securities
of real estate companies. The
portfolio may invest up to 15% of its
net assets in ownership interests in
commercial real estate through
investments in private real estate.

AST Goldman Sachs Concentrated Growth
Portfolio: seeks long-term growth of
capital. The portfolio will pursue
its objective by investing primarily
in equity securities of companies Large Goldman Sachs Asset
that the subadviser believes have the Cap Growth Management, L.P.
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 subadviser to
be positioned for long-term growth.

AST Goldman Sachs Mid-Cap Growth
Portfolio: seeks long-term capital
growth. The portfolio pursues its
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 Mid Goldman Sachs Asset
medium-sized companies. Medium-sized Cap Growth Management, L.P.
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 subadviser seeks to
identify individual companies with
earnings growth potential that may
not be recognized by the market at
large.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Goldman Sachs Small-Cap Value
Portfolio: seeks long-term capital
appreciation. The portfolio will seek
its objective through investments
primarily in equity securities that
are believed to be undervalued in the
marketplace. The portfolio will
invest, under normal circumstances,
at least 80% of the value of its Small Goldman Sachs Asset
assets plus any borrowings for Cap Value Management, L.P.
investment purposes in small
capitalization companies. The 80%
investment requirement applies at the
time the Portfolio invests its
assets. The portfolio generally
defines small capitalization
companies as companies with market
capitalizations that are within the
range of the Russell 2000 Value Index
at the time of purchase.

AST High Yield Portfolio: seeks
maximum total return, consistent with
preservation of capital and prudent
investment management. The portfolio
will invest, under normal
circumstances, at least 80% of its
net assets plus any borrowings for
investment purposes (measured at time
of purchase) in non-investment grade Fixed Income Pacific Investment
high yield, fixed-income investments Management Company LLC
which may be represented by forwards (PIMCO)
or derivatives such as options,
futures contracts, or swap
agreements. Non-investment grade
investments are financial instruments
rated Ba or lower by a Moody's
Investors Services, Inc. or
equivalently rated by Standard Poor's
Corporation, or Fitch, or, if
unrated, determined by the subadviser
to be of comparable quality.

AST Horizon Growth Asset Allocation
Portfolio: seeks the highest
potential total return consistent
with its specified level of risk
tolerance. Under normal
circumstances, at least 90% of the
portfolio's assets will be invested
in other portfolios of Advanced
Series Trust (the underlying Asset Horizon Investments,
portfolios) while no more than 10% of Allocation LLC
the portfolio's assets may be
invested in exchange traded funds
(ETFs). Under normal market
conditions, the portfolio will devote
from 60% to 80% of its net assets to
underlying portfolios and ETFs
investing primarily in equity
securities, and from 20% to 40% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.

AST Horizon Moderate Asset Allocation
Portfolio: seeks the highest
potential total return consistent
with its specified level of risk
tolerance. Under normal
circumstances, at least 90% of the
portfolio's assets will be invested
in other portfolios of Advanced
Series Trust (the underlying Asset Horizon Investments,
portfolios) while no more than 10% of Allocation LLC
the portfolio's assets may be
invested in exchange traded funds
(ETFs). Under normal market
conditions, the portfolio will devote
from 40% to 60% of its net assets to
underlying portfolios and ETFs
investing primarily in equity
securities, and from 40% to 60% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.

AST International Growth Portfolio:
seeks long-term capital growth. Under
normal circumstances, the portfolio
invests at least 80% of the value of
its assets in securities of issuers
that are economically tied to
countries other than the United
States. Although the portfolio
intends to invest at least 80% of its International Marsico Capital
assets in the securities of issuers Equity Management, LLC;
located outside the United States, it William Blair &
may at times invest in U.S. issuers Company, LLC
and it may invest all of its assets
in fewer than five countries or even
a single country. The portfolio looks
primarily for stocks of companies
whose earnings are growing at a
faster rate than other companies or
which offer attractive growth.

AST International Value Portfolio:
seeks long-term capital appreciation.
The portfolio normally invests at
least 80% of the portfolio's assets
in equity securities. The portfolio International LSV Asset Management;
will invest at least 65% of its net Equity Thornburg Investment
assets in the equity securities of Management, Inc.
companies in at least three different
countries, without limit as to the
amount of assets that may be invested
in a single country.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Investment Grade Bond Portfolio:
seeks the highest potential total
return consistent with its specified
level of risk tolerance to meet the
parameters established to support the
Highest Daily Lifetime 6 Plus
benefits and maintain liquidity to Fixed Income Prudential Investment
support changes in market conditions Management, Inc.
for a fixed duration (weighted
average maturity) of about 6 years.
Please note that you may not make
Purchase Payments to, or transfer
Account Value to or from, this
portfolio, and that this portfolio is
available only with certain living
benefits.

AST JPMorgan International Equity
Portfolio: seeks long-term capital
growth by investing in a diversified
portfolio of international equity
securities. The portfolio seeks to
meet its objective by investing,
under normal market conditions, at International J.P. Morgan Investment
least 80% of its assets in a Equity Management, Inc.
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.

AST Jennison Large-Cap Growth
Portfolio: seeks long-term growth of
capital. Under normal market
conditions, the Portfolio will invest
at least 80% of its investable assets
in the equity and equity-related
securities of large-capitalization
companies measured, at the time of
purchase, to be within the market Large Jennison Associates
capitalization of the Russell 1000(R) Cap Growth LLC
Index. In deciding which equity
securities to buy, the Subadvisor
will use a growth investment style
and will invest in stocks it believes
could experience superior sales or
earnings growth, or high returns on
equity and assets. The companies in
which the Subadvisor will invest
generally tend to have a unique
market niche, a strong new product
profile or superior management.

AST Jennison Large-Cap Value
Portfolio: seeks capital
appreciation. Under normal market
conditions, the Portfolio will invest
at least 80% of its investable assets
in the equity and equity-related
securities of large-capitalization
companies measured, at the time of
purchase, to be within the market Large Jennison Associates
capitalization of the Russell 1000(R) Cap Value LLC
Index. In deciding which equity
securities to buy, the Subadvisor
will use a value investment style and
will invest in common stocks that it
believes are being valued at a
discount to their true worth, as
defined by the value of their
earnings, free cash flow, the value
of their assets, their private market
value, or some combination of these
factors. The Subadvisor will look for
catalysts that will help unlock a
common stock's inherent value.

AST Large-Cap Value Portfolio: seeks
current income and long-term growth
of income, as well as capital
appreciation. The portfolio invests,
under normal circumstances, at least Large Eaton Vance Management;
80% of its net assets in common Cap Value Hotchkis and Wiley
stocks of large capitalization Capital Management LLC
companies. Large capitalization
companies are those companies with
market capitalizations within the
market capitalization range of the
Russell 1000 Value Index.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Lord Abbett Bond-Debenture
Portfolio: seeks high current income
and the opportunity for capital
appreciation to produce a high total
return. The portfolio invests, under
normal circumstances, at least 80% of
the value of its assets in fixed
income securities. The portfolio
allocates its assets principally
among fixed income securities in four
market sectors: U.S. investment grade
securities, U.S. high yield
securities, foreign securities
(including emerging market
securities) and convertible
securities. Under normal
circumstances, the portfolio invests
in each of the four sectors described
above. However, the portfolio may Fixed Income Lord, Abbett & Co. LLC
invest substantially all of its
assets in any one sector at any time,
subject to the limitation that at
least 20% of the portfolio's net
assets must be invested in any
combination of investment grade debt
securities, U.S. Government
securities and cash equivalents. 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. 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 maturity restrictions on the
overall portfolio or on individual
securities. The portfolio may invest
up to 20% of its net assets in equity
securities. The portfolio may invest
up to 20% of its net assets in
foreign securities.

AST Marsico Capital Growth Portfolio:
seeks capital growth. Income
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 large companies that are selected
for their growth potential. Large
capitalization companies are
companies with market capitalizations
within the market capitalization
range of the Russell 1000 Growth
Index. In selecting investments for
the portfolio, the subadviser uses an
approach that combines "top down"
macroeconomic analysis with "bottom Large Marsico Capital
up" stock selection. The "top down" Cap Growth Management, LLC
approach identifies sectors,
industries and companies that may
benefit from the trends the
subadviser has observed. The
subadviser 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.

AST MFS Global Equity Portfolio:
seeks capital growth. Under normal
circumstances the portfolio invests
at least 80% of its assets in equity
securities. The portfolio may invest
in the securities of U.S. and foreign
issuers (including issuers in International Massachusetts Financial
emerging market countries). While the Equity Services Company
portfolio may invest its assets in
companies of any size, the portfolio
generally focuses on companies with
relatively large market
capitalizations relative to the
markets in which they are traded.

AST MFS Growth Portfolio: seeks
long-term capital growth and future,
rather than current income. Under
normal market conditions, the
portfolio invests at least 80% of its
net assets in common stocks and Large Massachusetts Financial
related securities, such as preferred Cap Growth Services Company
stocks, convertible securities and
depositary receipts. The subadviser
uses a "bottom up" as opposed to a
"top down" investment style in
managing the portfolio.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Mid Cap Value Portfolio: seeks to
provide capital growth by investing
primarily in mid-capitalization
stocks that appear to be undervalued.
The portfolio generally invests,
under normal circumstances, at least
80% of the value of its net assets in
mid-capitalization companies. Mid EARNEST Partners LLC;
Mid-capitalization companies are Cap Value WEDGE Capital
generally those that have market Management, LLP
capitalizations, at the time of
purchase, within the market
capitalization range of companies
included in the Russell Midcap Value
Index during the previous 12-months
based on month-end data.

AST Money Market Portfolio: seeks
high current income while maintaining
high levels of liquidity. The
portfolio invests in high-quality,
short-term, U.S. dollar denominated Fixed Income Prudential Investment
corporate, bank and government Management, Inc.
obligations. The portfolio will
invest in securities which have
effective maturities of not more than
397 days.

AST Neuberger Berman/LSV Mid-Cap
Value Portfolio (formerly known as
AST Neuberger Berman Mid-Cap Value
Portfolio): seeks capital growth.
Under normal market conditions, the
portfolio invests at least 80% of its
net assets in the common stocks of
medium capitalization companies. For
purposes of the portfolio, companies
with market capitalizations that fall
within the range of the Russell Mid LSV Asset Management;
Midcap(R) Index at the time of Cap Value Neuberger Berman
investment are considered medium Management LLC
capitalization 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 subadviser
looks for well-managed companies
whose stock prices are undervalued
and that may rise in price before
other investors realize their worth.

AST Neuberger Berman Mid-Cap Growth
Portfolio: seeks capital growth.
Under normal market conditions, the
Portfolio invests at least 80% of its
net assets in the common stocks of
mid-capitalization companies.
Mid-capitalization companies are Mid Neuberger Berman
those companies whose market Cap Growth Management LLC
capitalization is within the range of
market capitalizations of companies
in the Russell Midcap(R) Growth
Index. Using fundamental research and
quantitative analysis, the subadviser
looks for fast-growing companies that
are in new or rapidly evolving
industries. The portfolio may invest
in foreign securities (including
emerging markets securities).

AST Neuberger Berman Small-Cap Growth
Portfolio: seeks maximum growth of
investors' capital from a portfolio
of growth stocks of smaller
companies. The portfolio pursues its Small Neuberger Berman
objective, under normal Cap Growth Management LLC
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.

AST Niemann Capital Growth Asset
Allocation Portfolio: seeks the
highest potential total return
consistent with its specified level
of risk tolerance. Under normal
circumstances, at least 90% of the
portfolio's assets will be invested
in other portfolios of Advanced
Series Trust (the underlying Asset Neimann Capital
portfolios) while no more than 10% of Allocation Management Inc.
the portfolio's assets may be
invested in exchange traded funds
(ETFs). Under normal market
conditions, the portfolio will devote
from 60% to 80% of its net assets to
underlying portfolios and ETFs
investing primarily in equity
securities, and from 20% to 40% of
its net assets to underlying
portfolios and ETFs investing
primarily in debt securities and
money market instruments.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Parametric Emerging Markets
Equity Portfolio: seeks long-term
capital appreciation. The portfolio
normally invests at least 80% of its
net assets in equity securities
traded on the equity markets of
emerging market countries, which are
those considered to be developing.
Emerging markets countries include International Parametric Portfolio
countries in Asia, Latin America, the Equity Associates LLC
Middle East, Southern Europe, Eastern
Europe, Africa and the region
formerly comprising the Soviet Union.
A company will be considered to be
located in an emerging market country
if it is domiciled in or derives more
that 50% of its revenues or profits
from emerging market countries. The
portfolio seeks to employ a top-down,
disciplined and structured investment
process that emphasizes broad
exposure and diversification among
emerging market countries, economic
sectors and issuers.

AST PIMCO Limited Maturity Bond
Portfolio: seeks to maximize total
return consistent with preservation
of capital and prudent investment
management. The portfolio will
invest, under normal circumstances, Fixed Income Pacific Investment
at least 80% of the value of its net Management Company LLC
assets in fixed-income investment (PIMCO)
instruments of varying maturities
which may be represented by forwards
or derivatives such as options,
futures contracts, or swap agreements.

AST PIMCO Total Return Bond
Portfolio: seeks to maximize total
return consistent with preservation
of capital and prudent investment
management. The portfolio will Fixed Income Pacific Investment
invest, under normal circumstances, Management Company LLC
at least 80% of the value of its net (PIMCO)
assets in fixed income investments,
which may be represented by forwards
or derivatives such as options,
futures contracts, or swap agreements.

AST Preservation Asset Allocation
Portfolio: seeks to obtain total
return consistent with its specified
level of risk. The portfolio
primarily invests its assets in a
diversified portfolio of other mutual
funds, the underlying portfolios, of
the Advanced Series Trust and certain
affiliated money market funds. Under
normal market conditions, the
portfolio will devote approximately Asset Prudential Investments
35% of its net assets to underlying Allocation LLC; Quantitative
portfolios investing primarily in Management Associates
equity securities (with a range of LLC
27.5% to 42.5%), and 65% of its net
assets to underlying portfolios
investing primarily in debt
securities and money market
instruments (with a range of 57.5% to
72.5%. The portfolio is not limited
to investing exclusively in shares of
the underlying portfolios and may
invest in securities and futures
contracts, swap agreements and other
financial and derivative instruments.

AST QMA US Equity Portfolio: seeks
long term capital appreciation. The
portfolio utilizes a long/short
investment strategy and will normally
invest at least 80% of its net assets
plus borrowings in equity and equity Large Quantitative Management
related securities of US issuers. The Cap Blend Associates LLC
benchmark index is the Russell
1000(R) which is comprised of stocks
representing more than 90% of the
market cap of the US market and
includes the largest 1000 securities
in the Russell 3000(R) index.

AST Schroders Multi-Asset World
Strategies (formerly known as AST
American Century Strategic Allocation
Portfolio): seeks long-term capital
appreciation through a global
flexible asset allocation approach.
This asset allocation approach
entails investing in traditional Asset Schroder Investment
asset classes, such as equity and Allocation Management North
fixed-income investments, and America Inc.
alternative asset classes, such as
investments in real estate,
commodities, currencies, private
equity, and absolute return
strategies. The sub-advisor seeks to
emphasize the management of risk and
volatility. Exposure to different
asset classes and investment
strategies will vary over time based
upon the sub advisor's assessments of
changing market, economic, financial
and political factors and events.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST Small-Cap Growth Portfolio: seeks
long-term capital growth. The
portfolio pursues its objective by
investing, under normal
circumstances, at least 80% of the Small Eagle Asset Management,
value of its assets in Cap Growth Inc.
small-capitalization companies.
Small-capitalization companies are
those companies with a market
capitalization, at the time of
purchase, no larger than the largest
capitalized company included in the
Russell 2000(R) Index at the time of
the Portfolio's investment.

AST Small-Cap Value Portfolio: seeks
to provide long-term capital growth
by investing primarily in
small-capitalization stocks that
appear to be undervalued. The ClearBridge Advisors,
portfolio invests, under normal Small LLC; J.P. Morgan
circumstances, at least 80% of the Cap Value Investment Management,
value of its net assets in small Inc.; Lee Munder
capitalization stocks. Small Investments, Ltd
capitalization stocks are the stocks
of companies with market
capitalization that are within the
market capitalization range of the
Russell 2000(R) Value Index.

AST T. Rowe Price Asset Allocation
Portfolio: seeks a high level of
total return by investing primarily
in a diversified portfolio of equity
and fixed income securities. The
portfolio normally invests
approximately 60% of its total assets Asset T. Rowe Price
in equity securities and 40% in fixed Allocation Associates, Inc.
income securities. This mix may vary
depending on the subadviser's outlook
for the markets. The subadviser
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.

AST T. Rowe Price Global Bond
Portfolio: seeks to provide high
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. The portfolio invests in
all types of bonds, including those
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,
mortgage and asset-backed securities, Fixed Income T. Rowe Price
and high-yield bonds of U.S. and International, Inc.
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 subadviser 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") and emerging market
bonds. In addition, the portfolio may
invest up to 30% of its assets in
mortgage-related (including mortgage
dollar rolls and derivatives, such as
collateralized mortgage obligations
and stripped mortgage securities) and
asset-backed securities. The
portfolio may invest in futures,
swaps and other derivatives in
keeping with its objective.

AST T. Rowe Price Large-Cap Growth
Portfolio: seeks long-term growth of
capital by investing predominantly in
the equity securities of a limited
number of large, carefully selected,
high-quality U.S. companies that are
judged likely to achieve superior Large T. Rowe Price
earnings growth. The portfolio takes Cap Growth Associates, Inc.
a growth approach to investment
selection and normally invests at
least 80% of its net assets in the
common stocks of large companies.
Large companies are defined as those
whose market cap is larger than the
median market cap of companies in the
Russell 1000 Growth Index as of the
time of purchase.

PORTFOLIO NAME/INVESTMENT OBJECTIVES STYLE/ PORTFOLIO ADVISOR/
& POLICIES TYPE SUB-ADVISOR
------------------------------------ -------------- -----------------------
AST T. Rowe Price Natural Resources
Portfolio: seeks long-term capital
growth primarily through invest in
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
invests, under normal circumstances, Specialty T. Rowe Price
at least 80% of the value of its Associates, Inc.
assets in natural resource companies.
The portfolio may also invest in
non-resource companies with the
potential for growth. 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. Although 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.

AST UBS Dynamic Alpha Portfolio:
seeks to 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 Asset UBS Global Asset
and cash equivalent markets, Allocation Management (Americas)
including global currencies. The Inc.
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 subadviser, to gain
exposure to certain global equity and
global fixed income markets.

AST Western Asset Core Plus Bond
Portfolio: seeks to maximize total
return, consistent with prudent
investment management and liquidity
needs, by investing to obtain its Fixed Income Western Asset
average specified duration. The Management Company
portfolio's current target average
duration is generally 2.5 to 7 years.
The portfolio pursues this objective
by investing in all major fixed
income sectors with a bias towards
non-Treasuries.

FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST

Franklin Templeton VIP Founding Funds
Allocation Fund: Seeks capital
appreciation, with income as a
secondary goal. The Fund normally Moderate Franklin Templeton
invests equal portions in Class 1 Allocation Services, LLC
shares of Franklin Income Securities
Fund; Mutual Shares Securities Fund;
and Templeton Growth Securities Fund.

LIMITATIONS WITH OPTIONAL BENEFITS

As a condition to your participating in certain optional benefits, we limit the
Investment Options to which you may allocate your Account Value. Broadly
speaking, we offer two groups of "Permitted Sub-accounts". Under the first
group (Group I), your allowable investment options are more limited, but you
are not subject to mandatory quarterly re-balancing. We call the second group
(Group II) our "Custom Portfolios Program." The Custom Portfolios Program
offers a larger menu of portfolios, but you are subject to certain other
restrictions. Specifically:

. you must allocate at least 20% of your Account Value to certain fixed
income portfolios (currently, the AST PIMCO Total Return Bond Portfolio
and the AST Western Asset Core Plus Bond Portfolio); and

. you may allocate up to 80% in the portfolios listed in the table below;
and

. on each benefit quarter (or the next Valuation Day, if the quarter-end
is not a Valuation Day), we will automatically re-balance your
Sub-accounts used with this Program, so that the percentages devoted to
each portfolio remain the same as those in effect on the immediately
preceding quarter-end. Note that on the first quarter-end following your
participation in the Custom Portfolios Program, we will re-balance your
Sub-accounts so that the percentages devoted to each portfolio remain
the same as those in effect when you began the Custom Portfolios
Program; and

. between quarter-ends, you may re-allocate your Account Value among the
investment options permitted within this category. If you reallocate,
the next quarterly rebalancing will restore the percentages to those of
your most recent reallocation.

While those who do not participate in any optional benefit generally may invest
in any of the investment options described in the prospectus, only those who
participate in the optional benefits listed in Group II below may participate
in the Custom Portfolios Program. If you participate in the Custom Portfolios
Program, you may not participate in other Automatic Rebalancing Programs. We
may modify or terminate the Custom Portfolios Program at any time. Any such
modification or termination will (i) be implemented only after we have notified
you in advance, (ii) not affect the guarantees you had accrued under the
optional benefit or your ability to continue to participate in those optional
benefits, and (iii) not require you to transfer Account Value out of any
portfolio in which you participated immediately prior to the modification or
termination. If you are not participating in the Custom Portfolios Program at
the time of any modification or termination, or if you voluntarily transfer
your Account Value out of the Custom Portfolios Program after any modification
or termination, we may restrict your further eligibility to participate in the
Custom Portfolio Program.

Group I: Allowable Benefit Allocations

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST First Trust Balanced Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Schroders Multi-Asset World Strategies Asset Allocation
AST T. Rowe Price Asset Allocation
AST UBS Dynamic Alpha Strategy
Franklin Templeton VIP Founding Funds Allocation Fund
-------------------------------------------------------------

Group II: Custom Portfolios Program

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Alliance Bernstein Core Value
AST Alliance Bernstein Growth & Income
AST American Century Income & Growth
AST Balanced Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Asset Allocation
AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield

AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST JP Morgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marisco Capital Growth
AST MFS Global Equity
AST MSF Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Value
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies Asset Allocation
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha Strategy
AST Western Asset Core Plus Bond
Franklin Templeton VIP Funding Funds Allocation Fund

FEES, CHARGES, AND DEDUCTIONS

In this section, we provide detail about the charges you incur if you own the
Annuity.

The charges under each Annuity are designed to cover, in the aggregate, our
direct and indirect costs of selling, administering and providing benefits
under each Annuity. They are also designed, in the aggregate, to compensate us
for the risks of loss we assume. If, as we expect, the charges that we collect
from the Annuities exceed our total costs in connection with the Annuities, we
will earn a profit. Otherwise we will incur a loss. For example, Pruco Life of
New Jersey may make a profit on the Insurance Charge if, over time, the actual
costs of providing the guaranteed insurance obligations and other expenses
under an Annuity are less than the amount we deduct for the Insurance Charge.
To the extent we make a profit on the Insurance Charge, such profit may be used
for any other corporate purpose

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
general, a given charge under the Annuity compensates us for our costs and
risks related to that charge and may provide for a profit. However, it is
possible that with respect to a particular obligation we have under this
Annuity, we may be compensated not only by the charge specifically tied to that
obligation, but also from one or more other charges we impose.

With regard to charges that are assessed as a percentage of the value of the
Sub-accounts, please note that such charges are assessed through a reduction to
the unit value of your investment in each Sub-account, and in that way reduce
your Account Value.

Contingent Deferred Sales Charge ("CDSC"): The CDSC reimburses us for expenses
related to sales and distribution of the Annuity, including commissions,
marketing materials, other promotional expenses and, in the case of the X
series, the cost of providing a Purchase Credit. We may deduct a CDSC if you
surrender your Annuity or when you make a partial withdrawal (except that there
is no CDSC on the C Series Annuity). The CDSC is calculated as a percentage of
your Purchase Payment (not including any Purchase Credit applied on the X
series) being surrendered or withdrawn. The CDSC percentage varies with the
number of years that have elapsed since each Purchase Payment being withdrawn
was made. If a withdrawal is effective on the day before the anniversary of the
date that the Purchase Payment being withdrawn was made, then the CDSC
percentage as of the next following year will apply. The CDSC percentages for
the B Series, the L Series, and the X Series are shown under "Summary of
Contract Fees and Charges."

With respect to a partial withdrawal, we calculate the CDSC by assuming that
any available free withdrawal amount is taken out first (see "Free Withdrawal
Amounts" later in this prospectus). If the free withdrawal amount is not
sufficient, we then assume that withdrawals are taken from Purchase Payments
that have not been previously withdrawn, on a first-in, first-out basis, and
subsequently from any other Account Value in the Annuity. You may specify a
desired withdrawal amount and have the associated CDSC taken as an additional
withdrawal from your Annuity or alternatively, may request a total withdrawal
amount that includes both the CDSC and the net amount you receive.

Upon surrender, we calculate a CDSC based on any Purchase Payments that have
not been withdrawn. The Purchase Payments being withdrawn may be greater than
your remaining Account Value. This is most likely to occur if you have made
prior partial withdrawals or if your Account Value has declined in value due to
negative market performance. Thus, for example, the CDSC could be greater than
if it were calculated as percentage of remaining Account Value.

We may waive any applicable CDSC under certain circumstances described herein.

Transfer Fee: Currently, you may make twenty (20) free transfers between
investment options each Annuity Year. We may charge $10 for each transfer after
the twentieth in each Annuity Year. We do not consider transfers made as part
of a Dollar Cost Averaging, Automatic Rebalancing or Custom Portfolio Program
when we count the twenty free transfers. All transfers made on the same day
will be treated as one (1) transfer. Transfers made through any electronic
method or program we specify are not counted toward the twenty free transfers.
The transfer fee is deducted pro rata from all Sub-accounts in which you
maintain Account Value immediately subsequent to the transfer.

Annual Maintenance Fee: Prior to annuitization, we deduct an Annual Maintenance
Fee. The Annual Maintenance Fee is equal to $30.00 or 2% of your Account Value,
whichever is less. This fee will be deducted annually on the anniversary of the
Issue Date of your Annuity or, if you surrender your Annuity during the Annuity
Year, the fee is deducted at the time of surrender unless the surrender is
taken within 30 days of most recently assessed Annual Maintenance Fee. The fee
is taken out from the Sub-accounts pro rata. The Annual Maintenance Fee is only
deducted if the sum of the Purchase Payments at the time the fee is deducted is
less than $100,000. We do not impose the Annual Maintenance Fee upon
annuitization (unless annuitization occurs on an Annuity anniversary), the
payment of a Death Benefit, or a medically-related full surrender. For
Beneficiaries that elect the Beneficiary Continuation Option, the Annual

Maintenance Fee is the lesser of $30 or 2% of Account Value and is only
assessed if the Account Value is less than $25,000 at the time the fee is
assessed.

Insurance Charge: We deduct an Insurance Charge daily based on the annualized
rate shown in the "Summary of Contract Fees and Charges." The charge is
assessed against the assets allocated to the Sub-accounts. The Insurance Charge
is the combination of the Mortality & Expense Risk Charge and the
Administration Charge. The Insurance Charge is intended to compensate Pruco
Life of New Jersey for providing the insurance benefits under each Annuity,
including each Annuity's basic Death Benefit that provides guaranteed benefits
to your beneficiaries even if your Account Value declines, and the risk that
persons we guarantee annuity payments to will live longer than our assumptions.
The charge also covers administrative costs associated with providing the
Annuity benefits, including preparation of the contract and prospectus,
confirmation statements, annual account statements and annual reports, legal
and accounting fees as well as various related expenses. Finally, the charge
covers the risk that our assumptions about the mortality risks and expenses
under each Annuity are incorrect and that we have agreed not to increase these
charges over time despite our actual costs. Each Annuity has a different
Insurance Charge during the first 9 Annuity Years. However, for the L Series, X
Series, and C Series, on the Valuation Day immediately following the 9/th/
Annuity Anniversary, the Insurance Charge drops to 1.30% annually (the B Series
Insurance Charge is a constant 1.30%).

Optional Benefits for which we assess a charge: If you elect to purchase
optional benefits, we will deduct an additional charge. For some optional
benefits, the charge is assessed against your Account Value allocated to the
Sub-accounts. These charges are included in the daily calculation of the Unit
Price for each Sub-account. For certain other optional benefits, such as
Highest Daily Lifetime 6 Plus, the charge is assessed against the greater of
the Account Value and the Protected Withdrawal Value and is taken out of the
Sub-accounts quarterly. Please refer to the section entitled "Summary of
Contract Fees and Charges" for the list of charges for each optional benefit.

Settlement Service Charge: If your beneficiary takes the death benefit under a
Beneficiary Continuation Option, the Insurance Charge no longer applies.
However, we then begin to deduct a Settlement Service Charge which is assessed
daily against the assets allocated to the Sub-accounts and is equal to an
annualized charge of 1.00%.

Fees and Expenses Incurred by the Portfolios: Each portfolio incurs total
annualized operating expenses comprised of an investment management fee, other
expenses and any distribution and service (12b-1) fees that may apply. These
fees and expenses are reflected daily by each portfolio before it provides
Pruco Life of New Jersey with the net asset value as of the close of business
each Valuation Day. More detailed information about fees and expenses can be
found in the prospectuses for the portfolios.

ANNUITY PAYMENT OPTION CHARGES

If you select a fixed payment option, the amount of each fixed payment will
depend on the Account Value of your Annuity when you elected to annuitize.
There is no specific charge deducted from these payments; however, the amount
of each annuity payment reflects assumptions about our insurance expenses.
Also, a tax charge may apply.

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES

We may reduce or eliminate certain fees and charges or alter the manner in
which the particular fee or charge is deducted. For example, we may reduce the
amount of any CDSC or the length of time it applies, reduce or eliminate the
amount of the Annual Maintenance Fee or reduce the portion of the total
Insurance Charge that is deducted as an Administration Charge. We will not
discriminate unfairly between Annuity purchasers if and when we reduce any fees
and charges.

PURCHASING YOUR ANNUITY

REQUIREMENTS FOR PURCHASING THE ANNUITY

Initial Purchase Payment: Unless we agree otherwise and subject to our rules,
you must make a minimum initial Purchase Payment as follows: $1,000 for the B
Series and $10,000 for the X Series, C Series, and L Series. However, if you
decide to make payments under a systematic investment or an electronic funds
transfer program, we may accept a lower initial Purchase Payment provided that,
within the first Annuity Year, your subsequent Purchase Payments plus your
initial Purchase Payment total the minimum initial Purchase Payment amount
required for the Annuity purchased.

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 Annuity to
government regulators.

Except as noted below, Purchase Payments must be submitted by check drawn on a
U.S. bank, in U.S. dollars, and made payable to Pruco Life of New Jersey.
Purchase payments may also be submitted via 1035 exchange or direct transfer of
funds. Under certain circumstances, Purchase Payments may be transmitted to
Pruco Life of New Jersey via wiring funds through your Financial Professional's
broker-dealer firm. Additional Purchase Payments may also be applied to your
Annuity under an electronic funds transfer, an arrangement where you authorize
us to deduct money directly from your bank account. We may reject any payment
if it is received in an unacceptable form. Our acceptance of a check is subject
to our ability to collect funds.

Once we accept your application, we invest your Purchase Payment in your
Annuity according to your instructions. You can allocate Purchase Payments to
one or more available Investment Options. Investment restrictions will apply if
you elect optional benefits.

Age Restrictions: Unless we agree otherwise and subject to our rules, each of
the Owner(s) and Annuitant(s) must not be older than a maximum issue age as of
the Issue Date of the Annuity as follows: age 85 for the B Series, C Series,
and L Series and age 80 for the X Series. No additional Purchase Payments will
be permitted after age 85 for any of the Annuities. If you purchase a
Beneficiary Annuity, the maximum issue age is 70 based on the Key Life. The
availability and level of protection of certain optional benefits may vary
based on the age of the oldest Owner (or Annuitant, if entity owned) on the
Issue Date of the Annuity or the date of the Owner's death.

Additional Purchase Payments. You may make additional Purchase Payments,
provided that the payment is at least $100 (we impose a $50 minimum for EFT
purchases). We may amend this Purchase Payment minimum, and/or limit the
Investment Options to which you may direct Purchase Payments. You may make
additional Purchase Payments, unless the Annuity is held as a Beneficiary
Annuity, at any time before the earlier of the Annuity Date and the oldest of
the Owner's or Annuitant's 86th birthday. However, Purchase Payments are not
permitted after the Account Value is reduced to zero. We may limit or reject
any Purchase Payment. Depending on the tax status of your Annuity (e.g, if you
own the Annuity through an IRA), there may be annual contribution limits
dictated by applicable law. Please see the Tax Considerations section for
additional information on these contribution limits.

Additional Purchase Payments will be allocated to the Investment Options
according to your instructions. If you have not provided any allocation
instructions with the additional Purchase Payment, we will allocate the
Purchase Payment on a pro rata basis to the Sub-accounts in which your Account
Value is then allocated, excluding any Sub-accounts to which you may not
electively allocate Account Value. If your Account Value in the Sub-accounts to
which you may electively allocate Account Value is zero, we will allocate your
additional Purchase Payment to the AST Money Market Sub-account.

PURCHASE CREDITS UNDER THE X SERIES

As detailed below, we apply a "Purchase Credit" to your Annuity's Account Value
with respect to certain Purchase Payments you make under the X Series Annuity.
The Purchase Credit is equal to a percentage of each Purchase Payment. To
determine the amount of the Purchase Credit, we multiply the amount of the
Purchase Payment by the applicable Purchase Credit percentage.

With respect to Purchase Payments (of any amount) received during Annuity Years
1 through 4, the credit percentage will equal 6%, so long as the oldest Owner
(or Annuitant, if entity owned) of the Annuity is younger than 82 at the time
the Purchase Payment is made. If the oldest Owner (or Annuitant, if entity
owned) is aged 82-85 at the time the Purchase Payment (of any amount) is made,
the credit percentage will equal 3% during Annuity Years 1-4. With respect to
Purchase Payments received after the fourth Annuity Year, regardless of the
Owner or Annuitant's age, the credit percentage will be 0%.

Credits applied to Purchase Payments for a designated class of Annuity Owners.
We may also offer a special class of the Annuity to the following class of
purchasers: (a) current or retired officers, directors, trustees, and employees
(and their immediate families, where "immediate family" includes the spouse,
children, mother and father of the Owner) of Prudential Financial, Inc. and its
affiliates and (b) current employees and registered representatives (and their
immediate families) of any broker-dealer firm that has a selling agreement with
Prudential Annuities Distributors, Inc. Under those Annuities, with respect to
Purchase Payments (of any amount) received during years 1 through 4 after the
Issue Date, the Purchase Credit percentage will equal 9%, so long as the oldest
Owner is younger than 82 at the time the Purchase Payment is made. If the
oldest Owner is aged 82-85 at the time the Purchase Payment (of any amount) is
made, the Purchase Credit percentage will equal 4.5% during years 1-4 after the
Issue Date. With respect to Purchase Payments received after the fourth Annuity
Year, regardless of the owner's age, the Purchase Credit percentage will be 0%.

Each Purchase Credit is allocated to your Account Value at the time the
Purchase Payment is applied to your Account Value. The amount of the Purchase
Credit is allocated to the Investment Options in the same ratio as the
applicable Purchase Payment is applied.

We do not consider the Purchase Credit as an "investment in the contract" for
income tax purposes.

Example of Applying the Purchase Credit

Initial Purchase Payment

Assume you are 65 years old, you make an initial Purchase Payment of $450,000,
and are not an employee or registered representative (as discussed above). We
would apply a 6.0% Purchase Credit to your Purchase Payment and allocate the
amount of the Purchase Credit ($27,000 = $450,000 * .06) to your Account Value
in the proportion that your Purchase Payment is allocated.

Recapture of Purchase Credits. The amount of any Purchase Credit applied to
your X Series Account Value can be recaptured by Pruco Life of New Jersey under
certain circumstances:

. the amount available under the medically-related surrender portion of
the Annuity will not include the amount of any Purchase Credit
associated with any Purchase Payments made within 12 months of the date
the medically-related surrender is exercised; and

. if you free look your Annuity, the amount returned to you will not
include the amount of any Purchase Credit.

The amount we recapture will equal the Purchase Credit, without adjustment up
or down for investment performance. Therefore, any gain on the Purchase Credit
amount will not be recaptured. But if there was a loss on the Purchase Credit,
the amount we recapture will still equal the amount of the Purchase Credit.

We do not consider a Purchase Credit to be "investment in the contract" for
income tax purposes.

DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY

Owner, Annuitant and Beneficiary Designations: We will ask you to name the
Owner(s), Annuitant and one or more Beneficiaries for your Annuity.

. Owner: The Owner(s) holds all rights under the Annuity. You may name up
to two Owners in which case all ownership rights are held jointly.
Generally, joint owners are required to act jointly; however, if each
owner provides us with an instruction that we find acceptable, we will
permit each owner to act independently on behalf of both owners. All
information and documents that we are required to send you will be sent
to the first named owner. Co-ownership by entity owners or an entity
owner and an individual is not permitted. Refer to the Glossary of Terms
for a complete description of the term "Owner." Prior to annuitization,
there is no right of survivorship (other than any spousal continuance
right that may be available to a surviving spouse).

. Annuitant: The Annuitant is the person upon whose life we make annuity
payments. You must name an Annuitant who is a natural person. We do not
accept a designation of joint Annuitants during the Accumulation Period.
In limited circumstances and where allowed by law, we may allow you to
name one or more "Contingent Annuitants" with our prior approval.
Generally, a Contingent Annuitant will become the Annuitant if the
Annuitant dies before the Annuity Date. Please refer to the discussion
of "Considerations for Contingent Annuitants" in the Tax Considerations
section of the prospectus. For Beneficiary Annuities, instead of an
Annuitant there is a "Key Life" which is used to determine the annual
required distributions.

. Beneficiary: The Beneficiary is the person(s) or entity you name to
receive the Death Benefit. Your Beneficiary designation should be the
exact name of your Beneficiary, not only a reference to the
Beneficiary's relationship to you. If you use a class designation in
lieu of designating individuals (e.g. "surviving children"), we will pay
the class of Beneficiaries as determined at the time of your death and
not the class of Beneficiaries that existed at the time the designation
was made. If no Beneficiary is named, the Death Benefit will be paid to
you or your estate. For Beneficiary Annuities, instead of a Beneficiary,
the term "Successor" is used.

Your right to make certain designations may be limited if your Annuity is to be
used as an IRA, Beneficiary Annuity or other "qualified" investment that is
given beneficial tax treatment under the Code. You should seek competent tax
advice on the income, estate and gift tax implications of your designations.

"Beneficiary" Annuity

You may purchase an Annuity if you are a Beneficiary of an account that was
owned by a decedent, subject to the following requirements. You may transfer
the proceeds of the decedent's account into one of the Annuities described in
this prospectus and receive distributions that are required by the tax laws.
This transfer option is not available if the proceeds are being transferred
from an annuity issued by us or one of our affiliates and the annuity offers a
"Beneficiary Continuation Option".

Upon purchase, the Annuity will be issued in the name of the decedent for your
benefit. You must take required distributions at least annually, which we will
calculate based on the applicable life expectancy in the year of the decedent's
death, using Table 1 in IRS Publication 590. We do not assess a CDSC (if
applicable) on distributions from your Annuity if you are required by law to
take such distributions from your Annuity at the time it is taken, provided the
amount withdrawn is the amount we calculate and is paid out through a program
of systematic withdrawals that we make available.

For IRAs and Roth IRAs, distributions must begin by December 31 of the year
following the year of the decedent's death. If you are the surviving spouse
Beneficiary, distributions may be deferred until the decedent would have
attained age 70 1/2, however if you choose to defer distributions, you are
responsible for complying with the distribution requirements under the Code,
and you must notify us when you would like distributions to begin. For
additional information regarding the tax considerations applicable to
beneficiaries of an IRA or Roth IRA, see "Required Distributions Upon Your
Death for Qualified Annuity Contracts" in the Tax Considerations section of
this prospectus.

For non-qualified Annuities, distributions must begin within one year of the
decedent's death. For additional information regarding the tax considerations
applicable to beneficiaries of a non-qualified Annuity see "Required
Distributions Upon Your Death for Nonqualified Annuity Contracts" in the Tax
Considerations section of this prospectus.

You may take withdrawals in excess of your required distributions, however such
withdrawals may be subject to the Contingent Deferred Sales Charge. Any
withdrawals you take count toward the required distribution for the year. All
applicable charges will be assessed against your Annuity, such as the Insurance
Charge and the Annual Maintenance Fee.

The Annuity provides a basic Death Benefit upon death, and you may name
"successors" who may either receive the Death Benefit as a lump sum or continue
receiving distributions after your death under the Beneficiary Continuation
Option.

Please note the following additional limitations for a Beneficiary Annuity:

.. No additional Purchase Payments are permitted. You may only make a one-time
initial Purchase Payment transferred to us directly from another annuity or
eligible account. You may not make your Purchase Payment as an indirect
rollover, or combine multiple assets or death benefits into a single
contract as part of this Beneficiary Annuity.

.. You may not elect any optional living or death benefits.

.. You may not annuitize the Annuity; no annuity options are available.

.. You may participate only in the following programs: Auto-Rebalancing,
Dollar Cost Averaging, or Systematic Withdrawals.

.. You may not assign or change ownership of the Annuity, and you may not
change or designate another life upon which distributions are based. A
Beneficiary Annuity may not be co-owned.

.. If the Annuity is funded by means of transfer from another Beneficiary
Annuity with another company, we require that the sending company or the
beneficial owner provide certain information in order to ensure that
applicable required distributions have been made prior to the transfer of
the contract proceeds to us. We further require appropriate information to
enable us to accurately determine future distributions from the Annuity.
Please note we are unable to accept a transfer of another Beneficiary
Annuity where taxes are calculated based on an exclusion amount or an
exclusion ratio of earnings to original investment. We are also unable to
accept a transfer of an annuity that has annuitized.

.. The beneficial owner of the Annuity can be an individual, grantor trust,
or, for an IRA or Roth IRA, a qualified trust. In general, a qualified
trust (1) must be valid under state law; (2) must be irrevocable or became
irrevocable by its terms upon the death of the IRA or Roth IRA owner; and
(3) the Beneficiaries of the trust who are Beneficiaries with respect to
the trust's interest in this Annuity must be identifiable from the trust
instrument and must be individuals. A qualified trust may be required to
provide us with a list of all Beneficiaries to the trust (including
contingent and remainder Beneficiaries with a description of the conditions
on their entitlement), all of whom must be individuals, as of
September 30th of the year following the year of death of the IRA or Roth
IRA owner, or date of Annuity application if later. The trustee may also be
required to provide a copy of the trust document upon request. If the
beneficial owner of the Annuity is a grantor trust, distributions must be
based on the life expectancy of the grantor. If the beneficial owner of the
Annuity is a qualified trust, distributions must be based on the life
expectancy of the oldest Beneficiary under the trust.

.. If this Beneficiary Annuity is transferred to another company as a tax-free
exchange with the intention of qualifying as a beneficiary annuity with the
receiving company, we may require certifications from the receiving company
that required distributions will be made as required by law.

.. If you are transferring proceeds as Beneficiary of an annuity that is owned
by a decedent, we must receive your transfer request at least 45 days prior
to your first or next required distribution. If, for any reason, your
transfer request impedes our ability to complete your required distribution
by the required date, we will be unable to accept your transfer request.

RIGHT TO CANCEL

You may cancel (or "free look") your Annuity for a refund by notifying us in
Good Order or by returning the Annuity to our Service Office or to the
representative who sold it to you within 10 days after you receive it. The
Annuity can be mailed or delivered either to us, at our Service Office, or to
the representative who sold it to you. Return of the Annuity by mail is
effective on being postmarked, properly addressed and postage prepaid. With
respect to the X Series, if you return your Annuity, we will not return any
Purchase Credits we applied to your Annuity based on your Purchase Payments.

SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT

You can make additional Purchase Payments to your Annuity by authorizing us to
deduct money directly from your bank account and applying it to your Annuity,
unless the Annuity is held as a Beneficiary Annuity. Investment restrictions
will apply if you elect optional benefits. No additional Purchase Payments are
permitted if you have elected the Beneficiary Annuity. We may suspend or cancel
electronic funds transfer privileges if sufficient funds are not available from
the applicable financial institution on any date that a transaction is
scheduled to occur.

SALARY REDUCTION PROGRAMS

These types of programs are only available with certain types of qualified
investments. If your employer sponsors such a program, we may agree to accept
periodic Purchase Payments through a salary reduction program as long as the
allocations are made only to Sub-accounts and the periodic Purchase Payments
received in the first year total at least the minimum Purchase Payment set
forth above.

MANAGING YOUR ANNUITY

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS

You may change the Owner, Annuitant and Beneficiary designations by sending us
a request in Good Order. However, if the Annuity is held as a Beneficiary
Annuity, the Owner may not be changed and you may not designate another Key
Life upon which distributions are based. Upon an ownership change, any
automated investment or withdrawal programs will be canceled. The new owner
must submit the applicable program enrollment if they wish to participate in
such a program. Where allowed by law, such changes will be subject to our
acceptance. Some of the changes we will not accept include, but are not limited
to:

. a new Owner subsequent to the death of the Owner or the first of any
co-Owners to die, except where a spouse-Beneficiary has become the Owner
as a result of an Owner's death;

. a new Annuitant subsequent to the Annuity Date if the annuity option
includes a life contingency;

. a new Annuitant prior to the Annuity Date if the Owner is an entity;

. a new Owner such that the new Owner is older than the age for which we
would then issue the Annuity as of the effective date of such change,
unless the change of Owner is the result of spousal continuation; and

. a designation change if the change request is received at our Service
Office after the Annuity Date; or

. a change of Beneficiary designation if the change request is received at
our Service Office after the Annuity Date.

A change of Owner, Annuitant or Beneficiary will take effect on the date the
notice of change is signed. Any change we accept is subject to any transactions
processed by us before we receive the notice of change.

Death Benefit Suspension Upon Change of Owner or Annuitant. If there is a
change of Owner or Annuitant, the change may affect the amount of the Death
Benefit. See the Death Benefits and Optional Death Benefit Riders section of
this prospectus for additional details.

Spousal Designations

If an Annuity is co-owned by spouses, we will assume that the sole primary
Beneficiary is the surviving spouse that was named as the co-owner unless you
elect an alternative Beneficiary designation.

We may offer certain spousal benefits to civil union couples or same-sex
marriages. You should be aware, however, that federal tax law does not
recognize civil unions or same-sex marriages. Therefore, we cannot permit a
civil union partner or same-sex spouse to continue the annuity upon the death
of the first partner within the meaning of the federal tax law. This limits the
benefits afforded a civil union partner or same-sex spouse under the annuity's
"spousal continuance" provision. Civil union couples and same-sex marriage
spouses should consider that limitation before selecting a spousal benefit
under the annuity.

Contingent Annuitant

Generally, if an Annuity is owned by an entity and the entity has named a
Contingent Annuitant, the Contingent Annuitant will become the Annuitant upon
the death of the Annuitant, and no Death Benefit is payable. Unless we agree
otherwise, the Annuity is only eligible to have a Contingent Annuitant
designation if the entity which owns the Annuity 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 as described in the above
section.

Where the Annuity is held by a Custodial Account, the Contingent 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 Annuity. If the Custodial Account elects to continue the Annuity, the Death
Benefit payable will equal the Death benefit described in spousal continuation
section of the Death Benefits and Optional Death Benefit Riders section of this
prospectus.

See the section above entitled "Spousal Designations" for more information
about how the Annuity can be continued by a Custodial Account.

MANAGING YOUR ACCOUNT VALUE

There are several programs we administer to help you manage your Account Value,
as described in this section.

DOLLAR COST AVERAGING PROGRAM

We offer a Dollar Cost Averaging Program during the Accumulation Period. In
general, Dollar Cost Averaging allows you to systematically transfer an amount
periodically from one Sub-account to one or more other Sub-accounts. You can
choose to transfer earnings only, principal plus earnings or a flat dollar
amount. You may elect a Dollar Cost Averaging program that transfers amounts
monthly, quarterly, semi-annually, or annually from Sub-accounts (if you make
no selection, we will effect transfers on a monthly basis).

There is no guarantee that Dollar Cost Averaging will result in a profit or
protect against a loss in a declining market. We do not deduct a charge for
participating in a Dollar Cost Averaging program.

AUTOMATIC REBALANCING PROGRAMS

During the Accumulation Period, we offer Automatic Rebalancing among the
Sub-accounts you choose. You can choose to have your Account Value rebalanced
monthly, quarterly, semi-annually, or annually. On the appropriate date, the
Sub-accounts you chose are rebalanced to the allocation percentages you
requested. With Automatic Rebalancing, we transfer the appropriate amount from
the "overweighted" Sub-accounts to the "underweighted" Sub-accounts to return
your allocations to the percentages you request. For example, over time the
performance of the Sub-accounts will differ, causing your percentage
allocations to shift. You may make additional transfers; however, the Automatic
Rebalancing program will not reflect such transfers unless we receive
instructions from you indicating that you would like to adjust the program.
There is no minimum Account Value required to enroll in Automatic Rebalancing.
All rebalancing transfers as part of an Automatic Rebalancing program are not
included when counting the number of transfers each year toward the maximum
number of free transfers. We do not deduct a charge for participating in an
Automatic Rebalancing program. Participation in the Automatic Rebalancing
program may be restricted if you are enrolled in certain other optional
programs. Sub-accounts that are part of a systematic withdrawal program or
Dollar Cost Averaging program will be excluded from an Automatic Rebalancing
program.

FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS

Unless you direct otherwise, your Financial Professional may forward
instructions regarding the allocation of your Account Value, and request
financial transactions involving investment options. If your Financial
Professional has this authority, we deem that all such transactions that are
directed by your Financial Professional with respect to your Annuity have been
authorized by you. You will receive a confirmation of any financial transaction
involving the purchase or sale of Units of your Annuity. You must contact us
immediately if and when you revoke such authority. We will not be responsible
for acting on instructions from your Financial Professional until we receive
notification of the revocation of such person's authority. We may also suspend,
cancel or limit these authorizations at any time. In addition, we may restrict
the Investment Options available for transfers or allocation of Purchase
Payments by such Financial Professional. We will notify you and your Financial
Professional if we implement any such restrictions or prohibitions.

Please Note: Contracts managed by your Financial Professional also are subject
to the restrictions on transfers between investment options that are discussed
in the section below entitled " RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT
OPTIONS" We may also require that your Financial Professional transmit all
financial transactions using the electronic trading functionality available
through our Internet website (www.prudential.com). Limitations that we may
impose on your Financial Professional under the terms of an administrative
agreement (e.g., a custodial agreement) do not apply to financial transactions
requested by an Owner on their own behalf, except as otherwise described in
this prospectus.

RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS

During the Accumulation Period you may transfer Account Value between
Investment Options subject to the restrictions outlined below. Transfers are
not subject to taxation on any gain. We do not currently require a minimum
amount in each Sub-account you allocate Account Value to at the time of any
allocation or transfer. Although we do not currently impose a minimum transfer
amount, we reserve the right to require that any transfer be at least $50.

Transfers under this Annuity consist of those you initiate or those made under
a systematic program, such as the dollar cost averaging program, or pursuant to
a mathematical formula required as part of an optional benefit (e.g., Highest
Daily Lifetime 6 Plus). The transfer restrictions discussed in this section
apply only to the former type of transfer (i.e., a transfer that you initiate).

Once you have made 20 transfers among the Sub-accounts during an Annuity 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 20 transfer limit, we (i) do not view a
facsimile transmission as a "writing", (ii) will treat multiple transfer
requests submitted on the same Valuation Day as a single transfer, and (iii) do
not count any transfer that solely involves Sub-accounts corresponding to the
AST Money Market Portfolio, or any transfer that involves one of our systematic
programs, such as automated withdrawals.

Frequent transfers among Sub-accounts in response to short-term fluctuations in
markets, sometimes called "market timing," can make it very difficult for a
portfolio manager to manage a portfolio's investments. Frequent transfers may
cause the portfolio to hold more cash than otherwise necessary, disrupt
management strategies, increase transaction costs, or affect performance. Each
Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
transfers (i.e., the Sub-account corresponding to the AST Money Market
portfolio), and we encourage Owners seeking frequent transfers to utilize those
Sub-accounts. In light of the risks posed to Owners and other investors by
frequent transfers, we reserve the right to limit the number of transfers in
any Annuity Year for all existing or new Owners and to take the other actions
discussed below. We also reserve the right to limit the number of transfers in
any Annuity 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 Unit Values or the share prices of the portfolios; or
(b) we are informed by a portfolio (e.g., by the portfolio's portfolio manager)
that the purchase or redemption of shares in the portfolio must be restricted
because the portfolio believes the transfer activity to which such purchase and
redemption relates would have a detrimental effect on the share prices of the
affected portfolio. 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 portfolio. 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 Sub-account (other than the AST Money Market
Sub-account), we track amounts exceeding a certain dollar threshold that
were transferred into the Sub-account. If you transfer such amount into a
particular Sub-account, and within 30 calendar days thereafter transfer
(the "Transfer Out") all or a portion of that amount into another
Sub-account, then upon the Transfer Out, the former Sub-account becomes
restricted (the "Restricted Sub-account"). Specifically, we will not permit
subsequent transfers into the Restricted Sub-account for 90 calendar days
after the Transfer Out if the Restricted Sub-account invests in a
non-international portfolio, or 180 calendar days after the Transfer Out if
the Restricted Sub-account invests in an international portfolio. For
purposes of this rule, we (i) do not count transfers made in connection
with one of our systematic programs, such as automated withdrawals; (ii) do
not count any transfer that solely involves the AST Money Market Portfolio;
and (iii) do not categorize as a transfer the first transfer that you make
after the Issue Date, if you make that transfer within 30 calendar days
after the Issue Date. Even if an amount becomes restricted under the
foregoing rules, you are still free to redeem the amount from your Annuity
at any time.

.. We reserve the right to effect exchanges on a delayed basis for all
Annuities. That is, we may price an exchange involving the Sub-accounts on
the Valuation Day subsequent to the Valuation Day on which the exchange
request was received. Before implementing such a practice, we would issue a
separate written notice to Owners that explains the practice in detail.

If we deny one or more transfer requests under the foregoing rules, we will
inform you or your Financial Professional promptly of the circumstances
concerning the denial.

There are contract owners of different variable annuity contracts that are
funded through the same Separate Account that may not be subject to the
above-referenced transfer restrictions and, therefore, might make more numerous
and frequent transfers than contract owners who are subject to such
limitations. Finally, there are contract owners of other variable annuity
contracts or variable life contracts that are issued by Pruco Life of New
Jersey as well as other insurance companies that have the same underlying
mutual fund portfolios available to them. Since some contract owners are not
subject to the same transfer restrictions, 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. Similarly, while contracts managed by a Financial
Professional are subject to the restrictions on transfers between investment
options that are discussed above, if the advisor manages a number of contracts
in the same fashion unfavorable consequences may be associated with management
activity since it may involve the movement of a substantial portion of an
underlying mutual fund's assets which may affect all contract owners invested
in the affected options. Apart from jurisdiction-specific and contract
differences in transfer restrictions, we will apply these rules uniformly
(including contracts managed by an Financial Professional) and will not waive a
transfer restriction for any Owner.

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

Owner's TIN number), 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 (redemption fee) in
connection with a transfer out of the Sub-account investing in that portfolio
that occurs within a certain number of days following the date of allocation to
the Sub-account. 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 Account
Value, to the extent allowed by law. At present, no portfolio has adopted a
short-term trading fee.

ACCESS TO ACCOUNT VALUE

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU

During the Accumulation Period you can access your Account Value through
partial withdrawals, Systematic Withdrawals, and where required for tax
purposes, Required Minimum Distributions. You can also surrender your Annuity
at any time. Depending on your instructions, we may deduct a portion of the
Account Value being withdrawn or surrendered as a CDSC, if applicable. If you
surrender your Annuity, in addition to any CDSC, we may deduct the Annual
Maintenance Fee, any Tax Charge that applies and the charge for any optional
benefits. Certain amounts may be available to you each Annuity Year that are
not subject to a CDSC. These are called "Free Withdrawals." Unless you notify
us differently as permitted, withdrawals are taken pro rata (i.e. "pro rata"
meaning that the percentage of each Investment Option withdrawn is the same
percentage that the investment option bears to the total Account Value). Each
of these types of distributions is described more fully below.

TAX IMPLICATIONS FOR DISTRIBUTIONS

Prior to Annuitization

A distribution prior to annuitization is deemed to come first from any "gain"
in your Annuity and second as a return of your "tax basis", if any.
Distributions from your Annuity are generally subject to ordinary income
taxation on the amount of any investment gain unless the distribution qualifies
as a non-taxable exchange or transfer. If you take a distribution prior to the
taxpayer's age 59 1/2, you may be subject to a 10% penalty in addition to
ordinary income taxes on any gain. You may wish to consult a professional tax
advisor for advice before requesting a distribution.

During the Annuitization Period

During the annuitization period, a portion of each annuity payment is taxed as
ordinary income at the tax rate you are subject to at the time of the payment.
The Code and regulations have "exclusionary rules" that we use to determine
what portion of each annuity payment should be treated as a return of any tax
basis you have in your Annuity. Once the tax basis in your Annuity has been
distributed, the remaining annuity payments are taxable as ordinary income. The
tax basis in your Annuity may be based on the tax-basis from a prior contract
in the case of a 1035 exchange or other qualifying transfer.

For more information, see "Tax Considerations".

FREE WITHDRAWAL AMOUNTS

You can make a full or partial withdrawal from any of the Annuities during the
accumulation period, although a CDSC, and tax consequences may apply. There is
no CDSC with respect to the C Series. A CDSC may apply to the B Series, L
Series, and X Series, but each Annuity offers a "Free Withdrawal" amount. The
Free Withdrawal amount is the amount that can be withdrawn from your Annuity
each Annuity Year without the application of any CDSC. The Free Withdrawal
amount during each Annuity Year is equal to 10% of all Purchase Payments that
are currently subject to a CDSC. Withdrawals made within an Annuity Year reduce
the Free Withdrawal amount available for the remainder of the Annuity Year. If
you do not make a withdrawal during an Annuity Year, you are not allowed to
carry over the Free Withdrawal amount to the next Annuity Year. With respect to
the C Series, because any withdrawal is free of a CDSC, the concept of "free
withdrawal" is not applicable.

. The Free Withdrawal amount is not available if you choose to surrender
your Annuity. Amounts withdrawn as a Free Withdrawal do not reduce the
amount of CDSC that may apply upon a subsequent withdrawal or surrender
of your Annuity.

. You can also make withdrawals in excess of the Free Withdrawal amount.
The minimum partial withdrawal you may request is $100.

To determine if a CDSC applies to partial withdrawals, we:

1. First determine what, if any, amounts qualify as a Free Withdrawal. These
amounts are not subject to the CDSC.

2. Next determine what, if any, remaining amounts are withdrawals of Purchase
Payments. Amounts in excess of the Free Withdrawal amount will be treated as
withdrawals of Purchase Payments unless all Purchase Payments have been
previously withdrawn. These amounts may be subject to the CDSC. Purchase
Payments are withdrawn on a first-in, first-out basis. We withdraw your
oldest Purchase Payments first so that the lowest CDSC will apply to the
amount withdrawn.

3. Withdraw any remaining amounts from any other Account Value. These amounts
are not subject to the CDSC.

You may request a withdrawal for an exact dollar amount that assumes that any
CDSC or tax withholding already has been taken out (called a "net withdrawal").
Alternatively, you may request a "gross" withdrawal amount, with the
understanding that the amount you actually receive will be less - reflecting
any CDSC or tax withholding. If you request a net withdrawal, the amount
deducted from your Account Value to pay the CDSC may also be subject to a CDSC.
If you do not provide instruction on how you want the withdrawal processed, we
will process the withdrawal as a gross withdrawal. We will deduct the partial
withdrawal from your Account Value in accordance with your instructions,
although if you are participating in an optional living benefit, your
withdrawal must be taken pro-rata from each of your Investment Options. Please
be aware that although a given withdrawal may qualify as a Free Withdrawal for
purposes of avoiding a CDSC, the amount of the withdrawal could exceed the
Annual Income Amount under one of the Highest Daily Lifetime 6 Plus benefits.
In that scenario, the withdrawal would be deemed an "excess withdrawal" -
thereby reducing your Annual Income Amount for future years.

SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD

You can receive Systematic Withdrawals of earnings only, or a flat dollar
amount. Systematic Withdrawals may be subject to a CDSC (except that no CDSC
applies to the C Series). We will determine whether a CDSC applies and the
amount in the same way as we would for a partial withdrawal.

Systematic Withdrawals can be made from Account Value allocated to the
Sub-accounts. There is no minimum Surrender Value we require to allow you to
begin a program of Systematic Withdrawals. The minimum amount for each
Systematic Withdrawal is $100. If any scheduled Systematic Withdrawal is for
less than $100 (which may occur under a program that provides payment of an
amount equal to the earnings in your Annuity for the period requested), we may
postpone the withdrawal and add the expected amount to the amount that is to be
withdrawn on the next scheduled Systematic Withdrawal.

We will withdraw systematic withdrawals from the Investment Options you have
designated. Unless you notify us differently as permitted, withdrawals are
taken pro rata based on the Account Value in the Investment Options at the time
we receive your withdrawal request (i.e. "pro rata" meaning that the percentage
of each Investment Option withdrawn is the same percentage that the Investment
Option bears to the total Account Value).

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE

If your Annuity is used as a funding vehicle for certain retirement plans that
receive special tax treatment under Sections 401, 403(b), 408 or 408A of the
Code, Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive distributions
as a series of "substantially equal periodic payments." For Annuities issued as
non-qualified annuities, the Code may provide a similar exemption from penalty
under Section 72(q) of the Code. Systematic withdrawals occurring under these
provisions in any Annuity Year that exceed the maximum amount available as a
free withdrawal will be subject to any applicable CDSC. To request a program
that complies with Sections 72(t)/72(q), you must provide us with certain
required information in writing on a form acceptable to us. We may require
advance notice to allow us to calculate the amount of 72(t)/72(q) withdrawals.
There is no minimum Surrender Value we require to allow you to begin a program
for withdrawals under Sections 72(t)/72(q). The minimum amount for any such
withdrawal is $100 and payments may be made monthly, quarterly, semi-annually
or annually.

You may also annuitize your Annuity and begin receiving payments for the
remainder of your life (or life expectancy) as a means of receiving income
payments before age 59 1/2 that are not subject to the 10% penalty.

Please note that if a withdrawal under 72(t) or 72(q) was scheduled to be
effected between December 25 and December 31/st/ of a given year, then, we will
implement the withdrawal on the last Valuation Day prior to Christmas of that
year.

REQUIRED MINIMUM DISTRIBUTIONS

Required Minimum Distributions are a type of Systematic Withdrawal we allow to
meet distribution requirements under Sections 401, 403(b) or 408 of the Code.
Required Minimum Distribution rules do not apply to Roth IRAs during the
Owner's lifetime. Under the Code, you may be required to begin receiving
periodic amounts from your Annuity. In such case, we will allow you to make
Systematic Withdrawals in amounts that satisfy the minimum distribution rules
under the Code. We do not assess a CDSC (if applicable) on Required Minimum
Distributions from your Annuity if you are required by law to take such
Required Minimum Distributions from your Annuity at the time it is taken,
provided the amount withdrawn is the amount we calculate as the Required
Minimum Distribution and is paid out through a program of systematic
withdrawals that we make available. However, a CDSC (if applicable) may be
assessed on that portion of a Systematic Withdrawal that is taken to satisfy
the Required Minimum Distribution provisions in relation to other savings or
investment plans under other qualified retirement plans.

The amount of the Required Minimum Distribution for your particular situation
may depend on other annuities, savings or investments. We will only calculate
the amount of your Required Minimum Distribution based on the value of your
Annuity. We require three (3) days advance written notice to calculate and
process the amount of your payments. You may elect to have Required Minimum
Distributions paid out monthly, quarterly, semi-annually or annually. The $100
minimum amount that applies to Systematic Withdrawals applies to monthly
Required Minimum Distributions but does not apply to Required Minimum
Distributions taken out on a quarterly, semi-annual or annual basis.

You may also annuitize your Annuity and begin receiving payments for the
remainder of your life (or life expectancy) as a means of receiving income
payments and satisfying the Required Minimum Distribution provisions under the
Code. Please see " Living Benefits" for further information relating to
Required Minimum Distributions if you own that benefit.

In any year in which the requirement to take Required Minimum Distributions is
suspended by law, we reserve the right, in our sole discretion and regardless
of any position taken on this issue in a prior year, to treat any amount that
would have been considered as a Required Minimum Distribution if not for the
suspension as eligible for treatment as described herein.

Please note that if a Required Minimum Distribution was scheduled to be
effected between December 25/th/ and December 31/st/ of a given year, then, we
will implement the Required Minimum Distribution on the last Valuation Day
prior to Christmas of that year.

See "Tax Considerations" for a further discussion of Required Minimum
Distributions.

SURRENDERS

SURRENDER VALUE

During the Accumulation Period you can surrender your Annuity at any time, and
you will receive the Surrender Value. Upon surrender of your Annuity, you will
no longer have any rights under the surrendered Annuity. Your Surrender Value
is equal to the Account Value less any applicable CDSC, any applicable tax
charges, any charges assessable as a deduction from the Account Value for any
optional benefits provided by rider or endorsement, and any Annual Maintenance
Fee.

MEDICALLY-RELATED SURRENDERS

Where permitted by law, you may request to surrender all or part of your B
Series, X Series, or L Series Annuity prior to the Annuity Date without
application of any otherwise applicable CDSC upon occurrence of a
medically-related "Contingency Event" as described below. This CDSC waiver is
not applicable to the C Series.

If you request a full surrender, the amount payable will be your Account Value
minus the amount of any Purchase Credits applied within 12 months prior to your
request in Good Order to surrender your Annuity under this provision. With
respect to partial surrenders, we similarly reserve the right to recapture
Purchase Credits.

This waiver of any applicable CDSC is subject to our rules in place at the time
of your request, which currently include but are not limited to the following:

. If the Owner is an entity, the Annuitant must have been named or any
change of Annuitant must have been accepted by us, prior to the
"Contingency Event" described below in order to qualify for a
medically-related surrender;

. If the Owner is an entity, the Annuitant must be alive as of the date we
pay the proceeds of such surrender request;

. If the Owner is one or more natural persons, all such Owners must also
be alive at such time;

. We must receive satisfactory proof of the Owner's (or the Annuitant's if
entity-owned) confinement in a Medical Care Facility or Fatal Illness in
writing on a form satisfactory to us;

. no additional Purchase Payments can be made to the Annuity; and

We reserve the right to impose a maximum amount of medically-related surrender.
That is, if the amount of a partial medically-related withdrawal request, when
added to the aggregate amount of medically-related surrenders you have taken
previously under this Annuity and any other annuities we have issued to you
exceeds a maximum amount that we may specify, we reserve the right to treat
your partial withdrawal request as a request for a full surrender. A
"Contingency Event" occurs if the Owner (or Annuitant if entity-owned) is:

. first confined in a "Medical Care Facility" after the Issue Date and
while the Annuity is in force, remains confined for at least 90
consecutive days, and remains confined on the date we receive the
Medically Related surrender request at our Service Office; or

. first diagnosed as having a "Fatal Illness" after the Issue Date and
while the Annuity is in force. We may require a second or third opinion
(at our expense) by a physician chosen by us regarding a diagnosis of
Fatal Illness. We will pay for any such second or third opinion.

"Fatal Illness" means a condition (a) diagnosed by a licensed physician; and
(b) that is expected to result in death within 24 months after the diagnosis in
80% of the cases diagnosed with the condition. "Medical Care Facility" means a
facility operated and licensed pursuant to the laws of any United States
jurisdiction providing medically-necessary in-patient care, which is
(a) prescribed by a licensed physician in writing; (b) recognized as a general
hospital or long-term care facility by the proper authority of the United
States jurisdiction in which it is located; (c) recognized as a general
hospital by the Joint Commission on the Accreditation of Hospitals; and
(d) certified as a hospital or long-term care facility; OR (e) a nursing home
licensed by the United States jurisdiction in which it is located and offers
the services of a Registered Nurse (RN) or Licensed Practical Nurse (LPN) 24
hours a day that maintains control of all prescribed medications dispensed and
daily medical records. Specific details and definitions in relation to this
benefit may differ in certain jurisdictions.

ANNUITY OPTIONS

We currently make annuity options available that provide fixed annuity
payments. Fixed options provide the same amount with each payment. Please refer
to the "Living Benefits" section below for a description of annuity options
that are available when you elect one of the living benefits. Please note that
annuitization involves converting your Account 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).

You may choose an Annuity Date, an annuity option, and the frequency of annuity
payments. You may change your choices before the Annuity Date. The "Latest
Annuity Date" must be no later than the first day of the calendar month next
following the 95th birthday of the oldest of any Owner and Annuitant (whichever
occurs first). Certain annuity options may not be available depending on the
age of the Annuitant. If needed, we will require proof in Good Order of the
Annuitant's age before commencing annuity payments. Likewise, we may require
proof in Good Order that an Annuitant is still alive, as a condition of our
making additional annuity payments while the Annuitant lives. We will seek to
recover life income annuity payments that we made after the death of the
Annuitant.

If the initial annuity payment would be less than $100, we will not allow you
to annuitize. Instead, we will pay you your current Account Value in a lump sum
and terminate your Annuity. Similarly, we reserve the right to pay your Account
Value in a lump sum, rather than allow you to annuitize, if the surrender value
of your Annuity is less than $2000 on the date on which you would annuitize.

Once annuity payments begin, you no longer receive benefits under any optional
living benefit (unless you have annuitized under that benefit) or the Death
Benefit(s) described below.

Certain of these annuity options may be available to Beneficiaries who choose
to receive the Death Benefit proceeds as a series of payments instead of a lump
sum payment.

Please note that you may not annuitize within the first Annuity Year.

For Beneficiary Annuities, no annuity payments are available and all references
to an Annuity Date are not applicable.

Option 1

Annuity Payments for a Period Certain: 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 (or your estate if
no Beneficiary is named) for the remainder of the period certain. 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. We will not offer a period certain
that exceeds the life expectancy of the Annuitant at the time the Annuity
Option becomes effective, as computed under applicable IRS tables.

Option 2

Life Income Annuity Option With a Period Certain: Under this option, income is
payable monthly, quarterly, semiannually, or annually for the number of years
selected (the "period certain"), subject to our then current rules, and
thereafter until the death of the Annuitant. Should the Annuitant die before
the end of the period certain, the remaining period certain payments are paid
to the named Beneficiary, or your estate if no Beneficiary is named, until the
end of the period certain. If an annuity option is not selected by the Annuity
Date, this is the option we will automatically select for you, using a period
certain of 8 years, unless prohibited by applicable law. If the Annuitant's
life expectancy is less than the period certain, we will institute a shorter
period certain, determined according to applicable IRS tables. If the life
income annuity option is prohibited by applicable law, then we will pay you a
lump sum in lieu of this option.

Other Annuity Options

We may make available 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. Currently, we make
available one annuity option that makes payments for the life of the Annuitant,
and another annuity option that makes payments for the life of the Annuitant
and his/her spouse. Under the payments for life option, income is payable
periodically until the death of the Annuitant. The Annuitant is the person or
persons upon whose life annuity payments are based. No additional annuity
payments are made after the death of the Annuitant. Since no minimum number of
payments is guaranteed, this option offers the largest potential number of
periodic payments of the life contingent annuity options. It is possible that
only one payment will be payable if the death of the Annuitant occurs before
the date the second payment was due, and no other payments nor death benefits
would be payable. Under the payments based on joint lives option, income is
payable periodically during the joint lifetime of two Annuitants, ceasing with
the last payment prior to the survivor's death. No minimum number of payments
is guaranteed under this option. It is possible that only one payment will be
payable if the death of all the Annuitants occurs before the date the second
payment was due, and no other payments or death benefits would be payable. We
reserve the right to cease offering those life-only annuity options.

CHOOSING THE ANNUITY PAYMENT OPTION

You have a right to choose your annuity start date provided that it is no later
than the Latest Annuity Date indicated above. If you have not provided us with
your Annuity Date or annuity payment option in writing, then your Annuity Date
will be the Latest Annuity Date indicated above. Certain annuity options and/or
periods certain may not be available, depending on the age of the Annuitant. If
a CDSC is still remaining on your Annuity, any period certain must be at least
10 years (or the maximum period certain available, if life expectancy is less
than 10 years) In addition, certain annuity payment options may not be
available if your Annuity Date occurs during the period that a CDSC would apply.

LIVING BENEFITS

Pruco Life of New Jersey offers different optional benefits, for an additional
charge, that can provide investment protection for Owners while they are alive.
No optional living benefit may be elected if your Annuity is held as a
Beneficiary Annuity. Notwithstanding the additional protection provided under
the optional Living Benefits, the additional cost has the impact of reducing
net performance of the Investment Options. Each optional benefit offers a
distinct type of guarantee, regardless of the performance of the Sub-accounts,
that may be appropriate for you depending on the manner in which you intend to
make use of your Annuity while you are alive. Depending on which optional
benefit you choose, you can have substantial flexibility to invest in the
Sub-accounts while:

.. protecting a principal amount from decreases in value due to investment
performance;

.. guaranteeing a minimum amount of growth will be applied to your principal,
if it is to be used as the basis for lifetime withdrawals; or

.. providing spousal continuation of certain benefits.

The "living benefits" are as follows:

.. Highest Daily Lifetime 6 Plus Income Benefit

.. Spousal Highest Daily Lifetime 6 Plus Income Benefit

.. Guaranteed Return Option Plus II (GRO Plus II)

.. Highest Daily Guaranteed Return Option II (HD GRO II)

Here is a general description of each kind of living benefit that exists under
this Annuity:

Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits are designed
for someone who wants a guaranteed lifetime income stream through withdrawals
over time, rather than by annuitizing. Please note that there is a Latest
Annuity Date under your Annuity, by which date annuity payments must commence.

Guaranteed Minimum Accumulation Benefits. The common characteristic of these
benefits is that your Account Value is guaranteed to be at least a specified
amount at some point in the future. Thus, these benefits may be appropriate for
an annuity owner who wants a guaranteed minimum Account Value after a specified
number of years. Because the guarantee inherent in the benefit does not take
effect until a specified number of years into the future, you should elect such
a benefit only if your investment time horizon is of at least that duration.

Please refer to the benefit description that follows for a complete description
of the terms, conditions and limitations of each optional benefit. See the
chart in the "Investment Options" section of the prospectus for a list of
Investment Options available and permitted with each benefit. You should
consult with your Financial Professional to determine if any of these optional
benefits may be appropriate for you based on your financial needs. As is the
case with optional living benefits in general, the fulfillment of our guarantee
under these benefits is dependent on our claims paying ability.

Termination of Existing Benefits and Election of New Benefits

If you elect an optional living benefit, you may subsequently terminate the
benefit and elect one of the then currently available benefits, subject to
availability of the benefit at that time and our then current rules. There is
currently no waiting period for such an election (you may elect a new benefit
beginning on the next Valuation Day), provided that upon such an election, your
Account Value must be allocated to the Investment Options prescribed for the
optional benefit. We reserve the right to waive, change and/or further limit
availability and election frequencies in the future. Check with your Financial
Professional regarding the availability of re-electing or electing a benefit
and any waiting period. The benefit you re-elect or elect may be more expensive
than the benefit you are terminating. Note that once you terminate an existing
benefit, you lose the guarantees that you had accumulated under your existing
benefit and will begin the new guarantees under the new benefit you elect based
on your Account Value as of the date the new benefit becomes effective. You
should carefully consider whether terminating your existing benefit and
electing a new benefit is appropriate for you.

HIGHEST DAILY LIFETIME/sm/ 6 PLUS INCOME BENEFIT (HD 6 Plus)/sm/

Highest Daily Lifetime 6 Plus is a lifetime guaranteed minimum withdrawal
benefit, under which, subject to the terms of the benefit, we guarantee your
ability to take a certain annual withdrawal amount for life.

We offer a benefit that guarantees until the death of the single designated
life (the Annuitant) the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial value (the "Protected
Withdrawal Value") regardless of the impact of Sub-account performance on the
Account Value, subject to our rules regarding the timing and amount of
withdrawals. You are guaranteed to be able to withdraw the Annual Income Amount
for the rest of your life provided that you do not take withdrawals of excess
income that resulted in your Account Value being reduced to zero. We also
permit you to designate the first withdrawal from your Annuity as a one-time
"Non-Lifetime Withdrawal". All other withdrawals from your Annuity are
considered a "Lifetime Withdrawal" under the benefit. Highest Daily Lifetime 6
Plus may be appropriate if you intend to make periodic withdrawals from your
Annuity, and wish to ensure that Sub-account performance will not affect your
ability to receive annual payments. You are not required to take 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. An integral
component of Highest Daily Lifetime 6 Plus is the predetermined mathematical
formula we employ that may periodically transfer your Account Value to and from
the AST Investment Grade Bond Sub-account. See the section below entitled "How
Highest Daily Lifetime 6 Plus Transfers Account Value Between Your Permitted
Sub-accounts and the AST Investment Grade Bond Sub-account."

The income benefit under Highest Daily Lifetime 6 Plus currently is based on a
single "designated life" who is at least 45 years old on the date that the
benefit is acquired. The Highest Daily Lifetime 6 Plus Benefit is not available
if you elect any other optional living benefit, although you may elect any
optional death benefit. As long as your Highest Daily Lifetime 6 Plus Benefit
is in effect, you must allocate your Account Value in accordance with the
permitted Sub-accounts and other investment option(s) available with this
benefit. For a more detailed description of the permitted investment options,
see the "Investment Options" section.

Although you are guaranteed the ability to withdraw your Annual Income Amount
for life even if your Account Value falls to zero, if you take withdrawals of
excess income that bring your Account Value to zero, your Annual Income Amount
would also fall to zero, and the benefit would terminate. In that scenario, no
further amount would be payable under the Highest Daily Lifetime 6 Plus benefit.

Key Feature - Protected Withdrawal Value

The Protected Withdrawal Value is used to calculate the initial Annual Income
Amount. The Protected Withdrawal Value is separate from your Account Value and
not available as cash or a lump sum. On the effective date of the benefit, the
Protected Withdrawal Value is equal to your Account Value. On each Valuation
Day thereafter, until the date of your first Lifetime Withdrawal (excluding any
Non-Lifetime Withdrawal discussed below), the Protected Withdrawal Value is
equal to the "Periodic Value" described in the next paragraphs.

The "Periodic Value" initially is equal to the Account Value on the effective
date of the benefit. On each Valuation Day thereafter until the first Lifetime
Withdrawal, we recalculate the Periodic Value. We stop determining the Periodic
Value upon your first Lifetime Withdrawal after the effective date of the
benefit. On each Valuation Day (the "Current Valuation Day"), the Periodic
Value is equal to the greater of:

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during the
calendar day(s) between the Prior Valuation Day and the Current Valuation Day
(i.e., one day for successive Valuation Days, but more than one calendar day
for Valuation Days that are separated by weekends and/or holidays), plus the
amount of any Purchase Payment (including any associated Purchase Credits) made
on the Current Valuation Day (the Periodic Value is proportionally reduced for
any Non-Lifetime Withdrawal); and

(2) the Account Value on the current Valuation Day.

If you have not made a Lifetime Withdrawal on or before the 10th or 20th
Anniversary of the effective date of the benefit, your Periodic Value on the
10th or 20th Anniversary of the benefit effective date is equal to the greater
of:

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) below (proportionally reduced for any
Non-Lifetime Withdrawals):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of the
Account Value on the effective date of the benefit including any
Purchase Payments (including any associated Purchase Credits) made on
that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of all
Purchase Payments (including any associated Purchase Credits) made
within one year following the effective date of the benefit; and

(c) all Purchase Payments (including any associated Purchase Credits) made
after one year following the effective date of the benefit.

In the rider for this benefit, as respects the preceding paragraph, we use
the term "Guaranteed Base Value" to refer to the Account Value on the
effective date of the benefit, plus the amount of any "adjusted" Purchase
Payments made within one year after the effective date of the benefit.
"Adjusted" Purchase Payments means Purchase Payments we receive, increased by
any Purchase Credits applied to your Account Value in relation to Purchase
Payments, and decreased by any fees or tax charges deducted from such
Purchase Payments upon allocation to the Annuity.

Once the first Lifetime Withdrawal is made, the Protected Withdrawal Value at
any time is equal to the greater of (i) the Protected Withdrawal Value on the
date of the first Lifetime Withdrawal, increased for subsequent Purchase
Payments (including any associated Purchase Credits) and reduced for subsequent
Lifetime Withdrawals, and (ii) the highest daily Account Value upon any
step-up, increased for subsequent Purchase Payments (including any associated
Purchase Credits) and reduced for subsequent Lifetime Withdrawals (see below).

Key Feature - Annual Income Amount under the Highest Daily Lifetime 6 Plus
Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the
Annuitant on the date of the first Lifetime Withdrawal after election of the
benefit. The percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages
59 1/2-79, and 6% for ages 80 or older. (Note that for purposes of the age
tiers used with this benefit, we deem the Annuitant to have reached age 59
1/2 on the 183/rd/ day after his/her 59/th/ birthday). Under the Highest
Daily Lifetime 6 Plus benefit, if your cumulative Lifetime Withdrawals in an
Annuity Year are less than or equal to the Annual Income Amount, they will
not reduce your Annual Income Amount in subsequent Annuity Years, but any
such withdrawals will reduce the Annual Income Amount on a dollar-for-dollar
basis in that Annuity Year and also will reduce the Protected Withdrawal
Value on a dollar-for-dollar basis. If your cumulative Lifetime Withdrawals
in an Annuity Year 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 for this Annuity that
comply with our rules) by the result of the ratio of the Excess Income to the
Account Value immediately prior to such withdrawal (see examples of this
calculation below). Excess Income also will reduce the Protected Withdrawal
Value by the same ratio. Reductions are based on the actual "gross" amount of
the withdrawal, including any Contingent Deferred Sales Charge (CDSC) that
may apply. Thus, you should be aware that if you ask to receive a specified
withdrawal amount that itself is not deemed Excess Income, with the
understanding that any charges applicable to that withdrawal will be assessed
from your remaining Account Value, the total amount of the withdrawal may
result in the withdrawal being treated as Excess Income.

If your withdrawal of the Annual Income Amount in a given Annuity Year exceeds
the applicable free withdrawal amount under the

Annuity (but is not considered Excess Income), we will not impose any CDSC on
the amount of that withdrawal. However, please be aware that although a given
withdrawal may qualify as a free withdrawal for purposes of avoiding a CDSC,
the amount of the withdrawal could exceed the Annual Income Amount under this
benefit. In that scenario, the withdrawal would be deemed Excess Income -
thereby reducing your Annual Income Amount for future years.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Highest Daily
Lifetime 6 Plus and subsequent to the first Lifetime Withdrawal will
(i) increase the then-existing Annual Income Amount by an amount equal to a
percentage of the Purchase Payment (including any associated Purchase Credits)
based on the age of the Annuitant at the time of the first Lifetime Withdrawal
(the percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages 59 1/2-79
and 6% for ages 80 and older) and (ii) increase the Protected Withdrawal Value
by the amount of the Purchase Payment (including any associated Purchase
Credits).

If your Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount is being increased in an unintended fashion. Among the factors we
will use in making a determination as to whether an action is designed to
increase the Annual Income Amount in an unintended fashion is the relative size
of additional Purchase Payment(s). We reserve the right to not accept
additional Purchase Payments if we are not then offering this benefit for new
elections. We will exercise such reservation of right for all annuity
purchasers in the same class in a nondiscriminatory manner.

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
Daily Lifetime 6 Plus. As detailed in this paragraph, the Highest Daily Auto
Step-Up feature can result in a larger Annual Income Amount subsequent to your
first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
immediately after your first Lifetime Withdrawal under the benefit.
Specifically, upon the first such Annuity Anniversary, we identify the Account
Value on each Valuation Day within the immediately preceding Annuity Year after
your first Lifetime Withdrawal. Having identified the highest daily value
(after all daily values have been adjusted for subsequent Purchase Payments and
withdrawals), we then multiply that value by a percentage that varies based on
the age of the Annuitant on the Annuity Anniversary as of which the step-up
would occur. The percentages are: 4% for ages 45 - less than 59 1/2; 5% for
ages 59 1/2-79, and 6% for ages 80 and older. If that value exceeds the
existing Annual Income Amount, we replace the existing amount with the new,
higher amount. Otherwise, we leave the existing Annual Income Amount intact.
The Account Value on the Annuity Anniversary is considered the last daily
step-up value of the Annuity Year. All daily valuations and annual step-ups
will only occur on a Valuation Day. In later years (i.e., after the first
Annuity Anniversary after the first Lifetime Withdrawal), we determine whether
an automatic step-up should occur on each Annuity Anniversary, by performing a
similar examination of the Account Values that occurred on Valuation Days
during the year. Taking Lifetime Withdrawals could produce a greater difference
between your Protected Withdrawal Value and your Account Value, which may make
a Highest Daily Auto Step-up less likely to occur. At the time that we increase
your Annual Income Amount, we also increase your Protected Withdrawal Value to
equal the highest daily value upon which your step-up was based only if that
results in an increase to the Protected Withdrawal Value. Your Protected
Withdrawal Value will never be decreased as a result of an income step-up. If,
on the date that we implement a Highest Daily Auto Step-Up to your Annual
Income Amount, the charge for Highest Daily Lifetime 6 Plus 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 6 Plus 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 consult with your Financial Professional
and carefully evaluate whether the amount of the step-up justifies the
increased fee to which you will be subject.

If you are enrolled in a Systematic Withdrawal program, we will not
automatically increase the withdrawal amount when there is an increase to the
Annual Income Amount. You must notify us in order to increase the withdrawal
amount of any Systematic Withdrawal program.

The Highest Daily Lifetime 6 Plus benefit does not affect your ability to take
withdrawals under your Annuity, or limit your ability to take withdrawals that
exceed the Annual Income Amount. Under Highest Daily Lifetime 6 Plus, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to
the Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual
Income Amount on a dollar-for-dollar basis in that Annuity Year. If your
cumulative Lifetime Withdrawals in any Annuity Year are less than the Annual
Income Amount, you cannot carry over the unused portion of the Annual Income
Amount to subsequent Annuity Years.

Because each of the Protected Withdrawal Value and Annual Income Amount is
determined in a way that is not solely related to Account Value, it is possible
for the Account Value to fall to zero, even though the Annual Income Amount
remains.

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Highest Daily Lifetime 6
Plus benefit or any other fees and charges under the Annuity. Assume the
following for all three examples:

.. The Issue Date is November 1, 2010

.. The Highest Daily Lifetime 6 Plus benefit is elected on August 1, 2011

.. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $6,000 (since the designated life is between the
ages of 59 1/2 and 79 at the time of the first Lifetime Withdrawal, the Annual
Income Amount is 5% of the Protected Withdrawal Value, in this case 5% of
$120,000). Assuming $2,500 is withdrawn from the Annuity on this date, the
remaining Annual Income Amount for that Annuity Year (up to and including
October 31, 2011) is $3,500. This is the result of a dollar-for-dollar
reduction of the Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future
Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Account Value immediately prior to the excess withdrawal.
(Note that if there are other future withdrawals in that Annuity Year, each
would result in another proportional reduction to the Annual Income Amount).

Here is the calculation:

Account Value before Lifetime Withdrawal $118,000.00
Less amount of "non" excess withdrawal $ 3,500.00
Account Value immediately before excess
withdrawal of $1,500 $114,500.00
Excess withdrawal amount $ ,1500.00
Ratio 1.31%
Annual Income Amount $ 6,000.00
Less ratio of 1.31% $ 78.60
Annual Income Amount for future Annuity Years $ 5,921.40

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the
Annual Income Amount is stepped-up if the appropriate percentage (based on the
Annuitant's age on that Annuity Anniversary) of the highest daily value since
your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
years), adjusted for withdrawals and additional Purchase Payments (including
any associated Purchase Credits), is higher than the Annual Income Amount,
adjusted for excess withdrawals and additional Purchase Payments (including any
associated Purchase Credits).

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the
Annual Income Amount will be stepped up if 5% (since the designated life is
between 59 1/2 and 79 on the date of the potential step-up) of the highest
daily Account Value adjusted for withdrawals and Purchase Payments (including
any associated Purchase Credits), is higher than $5,921.40. Here are the
calculations for determining the daily values. Only the October 25 value is
being adjusted for excess withdrawals as the October 30 and October 31
Valuation Days occur after the excess withdrawal on October 27.

Highest Daily Value
(adjusted for Adjusted Annual
withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
----------------- -------------- ------------------------ ------------------------

October 25, 2011 $119,000.00 $119,000.00 $5,950.00
October 26, 2011
October 27, 2011 $113,000.00 $113,986.95 $5,699.35
October 30, 2011 $113,000.00 $113,986.95 $5,699.35
October 31, 2011 $119,000.00 $119,000.00 $5,950.00

--------
* In this example, the Annuity Anniversary date is November 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be the Annuity Anniversary and every day
following the Annuity Anniversary. The Annuity Anniversary Date of
November 1 is considered the first Valuation Date in the Annuity Year.
** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
$5,950.00. This amount is adjusted on October 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Account Value of $119,000 on October 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in Unadjusted Account Value of
$115,500 before the excess withdrawal.

. This amount ($115,500) is further reduced by 1.31% (this is the ratio in
the above example which is the excess withdrawal divided by the Account
Value immediately preceding the excess withdrawal) resulting in a
Highest Daily Value of $113,986.95.

. The Annual Income Amount is carried forward to the next Valuation Date
of October 30. At this time, we compare this amount to 5% of the Account
Value on October 30. Since the October 27 adjusted Annual Income Amount
of $5,699.35 is higher than $5,650.00 (5% of $113,000), we continue to
carry $5,699.35 forward to the next and final Valuation Date of
October 31. The Account Value on October 31 is $119,000 and 5% of this
amount is $5,950. Since this is higher than $5,699.35, the adjusted
Annual Income Amount is reset to $5,950.00.

In this example, 5% of the October 31 value results in the highest amount of
$5,950.00. Since this amount is higher than the current year's Annual Income
Amount of $5,921.40 (adjusted for excess withdrawals), the Annual Income Amount
for the next Annuity Year, starting on November 1, 2011 and continuing through
October 31, 2012, will be stepped-up to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Highest Daily Lifetime 6 Plus. It is an optional feature of the benefit
that you can only elect at the time of your first withdrawal. The amount of the
Non-Lifetime Withdrawal cannot be more than the amount that would cause the
Annuity to be taken below the minimum Surrender Value after a withdrawal for
your Annuity. This Non-Lifetime Withdrawal will not establish your initial
Annual Income Amount and the Periodic Value described above will continue to be
calculated. However, the total amount of the withdrawal will proportionally
reduce all guarantees associated with the Highest Daily Lifetime 6 Plus
benefit. You must tell us at the time you take the withdrawal if your
withdrawal is intended to be the Non-Lifetime Withdrawal and not the first
Lifetime Withdrawal under the Highest Daily Lifetime 6 Plus benefit. If you
don't elect the Non-Lifetime Withdrawal, the first withdrawal you make will be
the first Lifetime Withdrawal that establishes your Protected Withdrawal Value
and Annual Income Amount. Once you elect to take the Non-Lifetime Withdrawal or
Lifetime Withdrawals, no additional Non-Lifetime Withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected Withdrawal
Value and the Periodic Value guarantees on the tenth and twentieth
anniversaries of the benefit effective date, described above, by the percentage
the total withdrawal amount (including any applicable CDSC) represents of the
then current Account Value immediately prior to the withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

This example is purely hypothetical and does not reflect the charges for the
benefit or any other fees and charges under the Annuity. It is intended to
illustrate the proportional reduction of the Non-Lifetime Withdrawal under this
benefit.

Assume the following:

The Issue Date is December 1, 2010

. The Highest Daily Lifetime 6 Plus benefit is elected on September 1, 2011

. The Account Value at benefit election was $105,000

. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Highest Daily Lifetime
6 Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10/th/
benefit year minimum Periodic Value guarantee is $210,000, and the 20/th/
benefit year minimum Periodic Value guarantee is $420,000, and the Account
Value is $120,000. Assuming $15,000 is withdrawn from the Annuity on October 2,
2011 and is designated as a Non-Lifetime Withdrawal, all guarantees associated
with the Highest Daily Lifetime 6 Plus benefit will be reduced by the ratio the
total withdrawal amount represents of the Account Value just prior to the
withdrawal being taken.

Here is the calculation:

Withdrawal amount divided by $ 15,000
Account Value before withdrawal $120,000
Equals ratio 12.5%
All guarantees will be reduced by the above ratio
(12.5%)
Protected Withdrawal Value $109,375
10th benefit year Minimum Periodic Value $183,750
20th benefit year Minimum Periodic Value $367,500

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless
the Required Minimum Distribution amount is greater than the Annual Income
Amount. Unless designated as a Non-Lifetime Withdrawal, Required Minimum
Distributions are considered Lifetime Withdrawals. If you take a withdrawal in
an Annuity Year in which your Required Minimum Distributions for that year is
not greater than the Annual Income Amount, and the amount of the withdrawal
exceeds the remaining Annual Income Amount for that year, we will treat the
withdrawal as a withdrawal of Excess Income. Such a withdrawal of Excess Income
will reduce the Annual Income Amount available in future years. If the Required
Minimum Distribution (as calculated by us for your Annuity and not previously
withdrawn in the current calendar year) is greater than the Annual Income
Amount, an amount equal to the remaining Annual Income Amount plus the
difference between the Required Minimum Distribution amount not previously
withdrawn in the current calendar year and the Annual Income Amount will be
available in the current Annuity Year without it being considered a withdrawal
of Excess Income. In the event that a Required Minimum Distribution is
calculated in a calendar year that crosses more than one Annuity Year and you
choose to satisfy the entire Required Minimum Distribution for that calendar
year in the next Annuity Year, the distribution taken in the next Annuity Year
will reduce your Annual Income Amount in that Annuity Year by the amount of the
distribution. If the Required Minimum Distribution not taken in the prior
Annuity Year is greater than the Annual Income Amount as guaranteed by the
benefit in the current Annuity Year, the total Required Minimum Distribution
amount may be taken without being treated as a withdrawal of Excess Income.

Example - Required Minimum Distributions

The following example is purely hypothetical and is intended to illustrate a
scenario in which the required minimum distribution amount in a given Annuity
Year is greater than the Annual Income Amount

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being
treated as an Excess Withdrawal is $4,000: ($3,000 + ($6,000 - $5,000) =
$4,000).

the Required Minimum Distribution in the current Annuity Year (assuming the
Annual Income Amount in the subsequent Annuity Year is $5,000), without being
treated as a withdrawal of Excess Income is $6,000. This withdrawal must comply
with all IRS guidelines in order to satisfy the Required Minimum Distribution
for the current calendar year.

Benefits Under Highest Daily Lifetime 6 Plus

.. To the extent that your Account Value was reduced to zero as a result of
cumulative Lifetime Withdrawals in an Annuity Year that are less than or
equal to the Annual Income Amount, and amounts are still payable under
Highest Daily Lifetime 6 Plus, we will make an additional payment, if any,
for that Annuity Year equal to the remaining Annual Income Amount for the
Annuity Year. Thus, in that scenario, the remaining Annual Income Amount
would be payable even though your Account Value was reduced to zero. In
subsequent Annuity Years we make payments that equal the Annual Income
Amount as described in this section. We will make payments until the death
of the single designated life. After the Account Value is reduced to zero,
you will not be permitted to make additional Purchase Payments to your
Annuity. To the extent that cumulative withdrawals in the Annuity Year that
reduced your Account Value to zero are more than the Annual Income Amount,
the Highest Daily Lifetime 6 Plus benefit terminates, and no additional
payments are made. However, if a withdrawal in the latter scenario was
taken to satisfy a Required Minimum Distribution (as described above) under
the Annuity, then the benefit will not terminate, and we will continue to
pay the Annual Income Amount in subsequent Annuity Years until the death of
the designated life.

.. Please note that if your Account Value is reduced to zero, all subsequent
payments will be treated as annuity payments. Further, payments that we
make under this benefit after the Latest Annuity Date will be treated as
annuity payments.

.. If annuity payments are to begin under the terms of your Annuity, or if you
decide to begin receiving annuity payments and there is an Annual Income
Amount due in subsequent Annuity Years, you can elect one of the following
two options:

(1) apply your Account Value, less any applicable tax charges, 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. If this
option is elected, the Annual Income Amount will not increase after
annuity payments have begun. 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. If applying your Account Value, less
any applicable tax charges, to the life-only annuity payment rates
results in a higher annual payment, we will give you the higher
annual payment.

.. In the absence of an election when mandatory annuity payments are to begin
we currently make annual annuity payments in the form of a single life
fixed annuity with eight payments certain, by applying the greater of the
annuity rates then currently available or the annuity rates guaranteed in
your Annuity. We reserve the right at any time to increase or decrease the
certain period in order to comply with the Code (e.g., to shorten the
period certain to match life expectancy under applicable Internal Revenue
Service tables). The amount that will be applied to provide such annuity
payments will be the greater of:

(1) the present value of the 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 Annuity; and

(2) the Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals made while the Highest Daily Lifetime 6 Plus Benefit is in
effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit will
be taken pro rata from the Sub-accounts (including the AST Investment Grade
Bond Sub-account). If you have an active Systematic Withdrawal program
running at the time you elect this benefit, the program must withdraw funds
pro rata. The first Systematic Withdrawal that processes after your
election of the benefit will be deemed a Lifetime Withdrawal. You cannot
allocate Purchase Payments or transfer Account Value to or from the AST
Investment Grade Bond Sub-account. A summary description of the AST
Investment Grade Bond Portfolio appears within the section entitled
"Investment Objectives and Policies of The Portfolios." You can find a copy
of the AST Investment Grade Bond Portfolio prospectus by going to
www.prudentialannuities.com.

.. Transfers to and from the Sub-accounts, and the AST Investment Grade Bond
Sub-account triggered by the Highest Daily Lifetime 6 Plus mathematical
formula will not count toward the maximum number of free transfers
allowable under an Annuity.

benefit. To the extent that changes apply to current participants in the
benefit, they will only apply upon re-allocation of Account Value, or upon
addition of subsequent Purchase Payments. That is, we will not require such
current participants to re-allocate Account Value to comply with any new
requirements.

.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in good order, we will (i) sell units of the
non-permitted investment options and (ii) invest the proceeds of those
sales in the Sub-accounts that you have designated. During this
reallocation process, your Account Value allocated to the Sub-accounts will
remain exposed to investment risk, as is the case generally. The
newly-elected benefit will commence at the close of business on the
following Valuation Day. Thus, the protection afforded by the newly-elected
benefit will not arise until the close of business on the following
Valuation Day.

.. The current charge for Highest Daily Lifetime 6 Plus is 0.85% annually of
the greater of the Account Value and Protected Withdrawal Value. The
maximum charge for Highest Daily Lifetime 6 Plus is 1.50% annually of the
greater of the Account Value and Protected Withdrawal Value. As discussed
in "Highest Daily Auto Step-Up" above, we may increase the fee upon a
step-up under this benefit. We deduct this charge on quarterly
anniversaries of the benefit effective date, based on the values on the
last Valuation Day prior to the quarterly anniversary. Thus, we deduct, on
a quarterly basis, 0.2125% of the greater of the prior Valuation Day's
Account Value and the prior Valuation Day's Protected Withdrawal Value. We
deduct the fee pro rata from each of your Sub-accounts, including the AST
Investment Grade Bond Sub-account.

If the deduction of the charge would result in the Account Value falling below
the lesser of $500 or 5% of the sum of the Account Value on the effective date
of the benefit plus all Purchase Payments made subsequent thereto (and any
associated Purchase Credits) (we refer to this as the "Account Value Floor"),
we will only deduct that portion of the charge that would not cause the Account
Value to fall below the Account Value Floor. If the Account Value on the date
we would deduct a charge for the benefit is less than the Account Value Floor,
then no charge will be assessed for that benefit quarter. Charges deducted upon
termination of the benefit may cause the Account Value to fall below the
Account Value Floor. If a charge for the Highest Daily Lifetime 6 Plus benefit
would be deducted on the same day we process a withdrawal request, the charge
will be deducted first, then the withdrawal will be processed. The withdrawal
could cause the Account Value to fall below the Account Value Floor. While the
deduction of the charge (other than the final charge) may not reduce the
Account Value to zero, withdrawals may reduce the Account Value to zero. If
this happens and the Annual Income Amount is greater than zero, we will make
payments under the benefit.

Election of and Designations under the Benefit

For Highest Daily Lifetime 6 Plus, there must be either a single Owner who is
the same as the Annuitant, or if the Annuity is entity owned, there must be a
single natural person Annuitant. In either case, the Annuitant must be at least
45 years old. Any change of the Annuitant under the Annuity will result in
cancellation of Highest Daily Lifetime 6 Plus. Similarly, any change of Owner
will result in cancellation of Highest Daily Lifetime 6 Plus, except if (a) the
new Owner has the same taxpayer identification number as the previous owner,
(b) ownership is transferred from a custodian to the Annuitant, or vice versa
or (c) ownership is transferred from one entity to another entity that is
satisfactory to us.

Highest Daily Lifetime 6 Plus can be elected at the time that you purchase your
Annuity or after the Issue Date, subject to its availability, and our
eligibility rules and restrictions. If you elect Highest Daily Lifetime 6 Plus
and terminate it, you can re-elect it, subject to our current rules and
availability. See "Termination of Existing Benefits and Election of New
Benefits" for information pertaining to elections, termination and re-election
of benefits. Please note that if you terminate a living benefit and elect
Highest Daily Lifetime 6 Plus, you lose the guarantees that you had accumulated
under your existing benefit and your guarantees under Highest Daily Lifetime 6
Plus will be based on the Account Value on the effective date of Highest Daily
Lifetime 6 Plus. You should consult with your Financial Professional and
carefully consider whether terminating your existing benefit and electing
Highest Daily Lifetime 6 Plus is appropriate for you. We reserve the right to
waive, change and/or further limit the election frequency in the future.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Account Value) in order for you to be eligible for the benefit. Thus, you may
not elect Highest Daily Lifetime 6 Plus so long as you participate in a
systematic withdrawal program in which withdrawals are not taken pro rata.

Termination of the Benefit

You may terminate Highest Daily Lifetime 6 Plus 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 may apply.

The benefit automatically terminates upon the first to occur of the following:

(i) your termination of the benefit,

(ii) your surrender of the Annuity,

(iii) your election to begin receiving annuity payments (although if you have
elected to receive the Annual Income Amount in the form of annuity payments, we
will continue to pay the Annual Income Amount),

(iv) our receipt of Due Proof of Death of the Owner or Annuitant (for
entity-owned Annuities)

(v)both the Account Value and Annual Income Amount equal zero, or

(vi) you cease to meet our requirements as described in "Election of and
Designations under the Benefit" above.

Upon termination of Highest Daily Lifetime 6 Plus other than upon the death of
the Annuitant or annuitization, we impose any accrued fee for the benefit
(i.e., the fee for the pro-rated portion of the year since the fee was last
assessed), and thereafter we cease deducting the charge for the benefit. This
final charge will be deducted even if it results in the Account Value falling
below the Account Value Floor. With regard to your investment allocations, upon
termination we will: (i) leave intact amounts that are held in the Permitted
Sub-accounts, and (ii) unless you are participating in an asset allocation
program (i.e., Custom Portfolios Program for which we are providing
administrative support), transfer all amounts held in the AST Investment Grade
Bond Sub-account to your variable investment options, pro rata (i.e. in the
same proportion as the current balances in your variable investment options).
If, prior to the transfer from the AST Investment Grade Bond Sub-account, the
Account Value in the variable investment options is zero, we will transfer such
amounts to the AST Money Market Sub-Account.

If a surviving spouse elects to continue the Annuity, the Highest Daily
Lifetime 6 Plus benefit terminates upon Due Proof of Death. The spouse may
newly elect the benefit subject to the restrictions discussed above.

How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
Transfers Account Value Between Your Permitted Sub-accounts and the AST
Investment Grade Bond Sub-Account

An integral part of Highest Daily Lifetime 6 Plus (including Spousal Highest
Daily Lifetime 6 Plus) is the pre-determined mathematical formula used to
transfer Account Value between the Permitted Sub-Accounts and a specified bond
fund within the Advanced Series Trust (the "AST Investment Grade Bond
Sub-Account"). The AST Investment Grade Bond Sub-account is available only with
this benefit, and thus you may not allocate Purchase Payments to or make
transfers to or from the AST Investment Grade Bond Sub-account. The formula
monitors your Account Value daily and, if dictated by the formula,
systematically transfers amounts between the Permitted Sub-accounts you have
chosen and the AST Investment Grade Bond Sub-account. The formula is set forth
in Appendix C (and is described below).

As indicated above, we limit the Sub-accounts to which you may allocate Account
Value if you elect Highest Daily Lifetime 6 Plus. For purposes of these
benefits, we refer to those permitted investment options as the "Permitted
Sub-accounts". Speaking generally, the formula, which is applied each Valuation
Day, operates as follows. The formula starts by identifying an income basis for
that day and then multiplies that figure by 5%, to produce a projected (i.e.,
hypothetical) income amount. Note that 5% is used in the formula, irrespective
of the Annuitant's attained age. Then it produces an estimate of the total
amount targeted in our allocation model, based on the projected income amount
and factors set forth in the formula. In the formula, we refer to that value as
the "Target Value" or "L". If you have already made a withdrawal, your
projected income amount (and thus your Target Value) would take into account
any automatic step-up, any subsequent Purchase Payments (including any
associated Purchase Credits with respect to the X Series), and any excess
withdrawals. Next, the formula subtracts from the Target Value the amount held
within the AST Investment Grade Bond Sub-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 AST Investment Grade Bond Sub-account, is called the
"Target Ratio" or "r". If, on each of three consecutive Valuation Days, the
Target Ratio is greater than 83% but less than or equal to 84.5%, the formula
will, on such third Valuation Day, make a transfer from the Permitted
Sub-accounts in which you are invested (subject to the 90% cap discussed below)
to the AST Investment Grade Bond Sub-account. Once a transfer is made, the
three consecutive Valuation Days begin again. If, however, on any Valuation
Day, the Target Ratio is above 84.5%, the formula will make a transfer from the
Permitted Sub-accounts (subject to the 90% cap) to the AST Investment Grade
Bond Sub-account (as described above). If the Target Ratio falls below 78% on
any Valuation Day, then a transfer from the AST Investment Grade Bond Sub
account to the Permitted Sub-accounts will occur.

Account Value being allocated to the AST Investment Grade Bond Sub-account will
be transferred. Additionally, future transfers into the AST Investment Grade
Bond Sub-account will not be made (regardless of the performance of the AST
Investment Grade Bond Sub-account and the Permitted Sub-accounts) at least
until there is first a transfer out of the AST Investment Grade Bond
Sub-account. Once this transfer occurs out of the AST Investment Grade Bond
Sub-account, future amounts may be transferred to or from the AST Investment
Grade Bond Sub-account if dictated by the formula (subject to the 90% cap). At
no time will the formula make a transfer to the AST Investment Grade Bond
Sub-account that results in greater than 90% of your Account Value being
allocated to the AST Investment Grade Bond Sub-account. However, it is possible
that, due to the investment performance of your allocations in the AST
Investment Grade Bond Sub-account and your allocations in the Permitted
Sub-accounts you have selected, your Account Value could be more than 90%
invested in the AST Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity while the 90% cap is
in effect, the formula will not transfer any of such additional Purchase
Payments to the AST Investment Grade Bond Sub-account at least until there is
first a transfer out of the AST Investment Grade Bond Sub-account, regardless
of how much of your Account Value is in the Permitted Sub-accounts. This means
that there could be scenarios under which, because of the additional Purchase
Payments you make, less than 90% of your entire Account Value is allocated to
the AST Investment Grade Bond Sub-account, and the formula will still not
transfer any of your Account Value to the AST Investment Grade Bond Sub-account
(at least until there is first a transfer out of the AST Investment Grade Bond
Sub-account). For example,

.. September 1, 2010 - a transfer is made to the AST Investment Grade Bond
Sub-account that results in the 90% cap being met and now $90,000 is
allocated to the AST Investment Grade Bond Sub-account and $10,000 is
allocated to the Permitted Sub-accounts.

.. September 2, 2010 - you make an additional Purchase Payment of $10,000. No
transfers have been made from the AST Investment Grade Bond Sub-account to
the Permitted Sub-accounts since the cap went into effect on September 1,
2010.

.. On September 2, 2010 - (and at least until first a transfer is made out of
the AST Investment Grade Bond Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date you
have 82% in the AST Investment Grade Bond Sub-account and 18% in the
Permitted Sub-accounts (such that $20,000 is allocated to the Permitted
Sub-accounts and $90,000 to the AST Investment Grade Bond Sub-account).

.. Once there is a transfer out of the AST Investment Grade Bond Sub-account
(of any amount), the formula will operate as described above, meaning that
the formula could transfer amounts to or from the AST Investment Grade Bond
Sub-account if dictated by the formula (subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into and out of effect
multiple times while you participate in the benefit. We will continue to
monitor your Account Value daily and, if dictated by the formula,
systematically transfer amounts between the Permitted Sub-accounts you have
chosen and the AST Investment Grade Bond Sub-account as dictated by the formula.

As you can glean from the formula, investment performance of your Account Value
that is negative, flat, or even moderately positive may result in a transfer of
a portion of your Account Value in the Permitted Sub-accounts to the AST
Investment Grade Bond Sub-account because such investment performance will tend
to increase the Target Ratio. Because the amount allocated to the AST
Investment Grade Bond Sub-account and the amount allocated to the Permitted
Sub-accounts each is a variable in the formula, the investment performance of
each affects whether a transfer occurs for your Annuity. 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 AST Investment Grade Bond
Sub-account so that the Target Ratio meets a target, which currently is equal
to 80%. Once you elect Highest Daily Lifetime 6 Plus, the values we use to
compare to the Target Ratio will be fixed. For newly-issued Annuities that
elect Highest Daily Lifetime 6 Plus and existing Annuities that elect Highest
Daily Lifetime 6 Plus in the future, however, we reserve the right to change
such values.

Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
Anniversary does not fall on a Valuation Day, the next Valuation Day will be
used), following all of the above described daily calculations, if there is
money allocated to the AST Investment Grade Bond Sub-Account, we will perform
an additional monthly calculation to determine whether or not a transfer will
be made from the AST Investment Grade Bond Sub-account to the Permitted
Sub-accounts. This transfer will automatically occur provided that the Target
Ratio, as described above, would be less than 83% after the transfer. The
formula will not execute a transfer if the Target Ratio after this transfer
would occur would be greater than or equal to 83%.

The amount of the transfer will be equal to the lesser of:

a) The total value of all your Account Value in the AST Investment Grade Bond
Sub-account, or

b) An amount equal to 5% of your total Account Value.

which the transfer operates is designed primarily to mitigate some of the
financial risks that we incur in providing the guarantee under Highest Daily
Lifetime 6 Plus and Spousal Highest Daily Lifetime 6 Plus. Depending on the
results of the calculations of the formula, we may, on any Valuation Day:

. Not make any transfer between the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account; or

. If a portion of your Account Value was previously allocated to the AST
Investment Grade Bond Sub-account, transfer all or a portion of those
amounts to the Permitted Sub-accounts (as described above); or

. Transfer a portion of your Account Value in the Permitted Sub-accounts
to the AST Investment Grade Bond Sub-account.

The amount and timing of transfers to and from the AST Investment Grade Bond
Sub-account pursuant to the formula depends upon a number of factors unique
to your Annuity (and is not necessarily directly correlated with the
securities markets, bond markets, or interest rates, in general) including:

. The difference between your Account Value and your Protected Withdrawal
Value;

. How long you have owned Highest Daily Lifetime 6 Plus/Spousal Highest
Daily Lifetime 6 Plus;

. The performance of the Permitted Sub-accounts you have chosen

. The performance of the AST Investment Grade Bond Sub-account;

. The amount allocated to each of the Permitted Sub-accounts you have
chosen

. The amount allocated to the AST Investment Grade Bond Sub-account;

. Additional Purchase Payments, if any, you make to your Annuity; and

. Withdrawals, if any, you take from your Annuity (withdrawals are taken
pro rata from your Account Value).

At any given time, some, most or none of your Account Value will be allocated
to the AST Investment Grade Bond Sub-account, as dictated by the formula.

The more of your Account Value that is allocated to the AST Investment Grade
Bond Sub-account, the greater the impact of the performance of that Sub-account
in determining whether (and how much) your Account Value is transferred back to
the Permitted Sub-accounts. Further, it is possible under the formula that, if
a significant portion of your Account Value is allocated to the AST Investment
Grade Bond Sub-account and that Sub-account has good performance but the
performance of your Permitted Sub-accounts is negative, that the formula might
transfer your Account Value to the Permitted Sub-accounts. Similarly, the more
you have allocated to the Permitted Sub-accounts, the greater the impact of the
performance of those Permitted Sub-accounts will have on any transfer to the
AST Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity, they will be
allocated according to your allocation instructions. Once they are allocated to
your Annuity, they will also be subject to the formula described above and
therefore may be transferred to the AST Investment Grade Bond Portfolio, if
dictated by the formula.

Any Account Value in the AST Investment Grade Bond Sub-account will not be
available to participate in the investment experience of the Permitted
Sub-accounts regardless of whether there is a subsequent Sub-account decline or
recovery until it is transferred out of the AST Investment Grade Bond
Sub-account.

Additional Tax Considerations

If you purchase an annuity 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 Required Minimum Distribution
rules under the Code provide that you begin receiving periodic amounts
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 five (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 Annual Income Amount, which
will cause us to increase the Annual Income Amount in any Annuity Year that
Required Minimum Distributions due from your Annuity are greater than such
amounts, as discussed above. In addition, the amount and duration of payments
under the annuity payment provision 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.

As indicated, withdrawals made while this benefit is in effect will be treated,
for tax purposes, in the same way as any other withdrawals under the Annuity.
Please see the Tax Considerations section 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 6 Plus through a non-qualified annuity,
as with all withdrawals, once all Purchase Payments are returned under the
Annuity, all subsequent withdrawal amounts will be taxed as ordinary income.

Spousal Highest Daily Lifetime/SM/ 6 Plus Income Benefit (SHD6 Plus/SM/)

Spousal Highest Daily Lifetime 6 Plus is a lifetime guaranteed minimum
withdrawal benefit, under which, subject to the terms of the benefit, we
guarantee your ability to take a certain annual withdrawal amount for the lives
of two spouses.

We offer a benefit that guarantees, until the later death of two natural
persons who are each other's spouses at the time of election of the benefit
and at the first death of one of them (the "designated lives", and each, a
"designated life"), the ability to withdraw an annual amount (the "Annual
Income Amount") equal to a percentage of an initial principal value (the
"Protected Withdrawal Value") regardless of the impact of Sub-account
performance on the Account Value, subject to our rules regarding the timing
and amount of withdrawals. You are guaranteed to be able to withdraw the
Annual Income Amount for the lives of the designated lives, provided you
have not made withdrawals of excess income that have resulted in your
Account Value being reduced to zero. We also permit you to designate the
first withdrawal from your Annuity as a one-time "Non-Lifetime Withdrawal."
All other withdrawals from your Annuity are considered a "Lifetime
Withdrawal" under the benefit. The benefit may be appropriate if you intend
to make periodic withdrawals from your Annuity, wish to ensure that
Sub-account performance will not affect your ability to receive annual
payments, and wish either spouse to be able to continue the Spousal Highest
Daily Lifetime 6 Plus benefit after the death of the first spouse. 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. An integral component of Spousal Highest
Daily Lifetime 6 Plus is the mathematical formula we employ that may
periodically transfer your Account Value to and from the AST Investment
Grade Bond Sub-account. See the section above entitled "How Highest Daily
Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus Transfers Account
Value Between Your Permitted Sub-accounts and the AST Investment Grade Bond
Sub-account."

Spousal Highest Daily Lifetime 6 Plus is the spousal version of Highest
Daily Lifetime 6 Plus. Currently, if you elect Spousal Highest Daily
Lifetime 6 Plus and subsequently terminate the benefit, you may elect
another living benefit, subject to our current rules. See "Election of and
Designations under the Benefit" below and "Termination of Existing Benefits
and Election of New Benefits" for details. Please note that if you terminate
Spousal Highest Daily Lifetime 6 Plus and elect another benefit, you lose
the guarantees that you had accumulated under your existing benefit and will
begin the new guarantees under the new benefit you elect based on your
Account Value as of the date the new benefit becomes active. Spousal Highest
Daily Lifetime 6 Plus must be elected based on two designated lives, as
described below. The youngest designated life must be at least 50 years old
and the oldest designated life must be at least 55 years old when the
benefit is elected. Spousal Highest Daily Lifetime 6 Plus is not available
if you elect any other optional living benefit, although you may elect any
optional death benefit. As long as your Spousal Highest Daily Lifetime 6
Plus Benefit is in effect, you must allocate your Account Value in
accordance with the Permitted Sub-accounts available with this benefit. For
a more detailed description of Permitted Sub-Accounts, see the "Investment
Options" section.

Key Feature - Protected Withdrawal Value

The Protected Withdrawal Value is used to calculate the initial Annual
Income Amount. The Protected Withdrawal Value is separate from your Account
Value and not available as cash or a lump sum. On the effective date of the
benefit, the Protected Withdrawal Value is equal to your Account Value. On
each Valuation Day thereafter until the date of your first Lifetime
Withdrawal (excluding any Non-Lifetime Withdrawal discussed below), the
Protected Withdrawal Value is equal to the "Periodic Value" described in the
next paragraph.

The "Periodic Value" initially is equal to the Account Value on the
effective date of the benefit. On each Valuation Day thereafter until the
first Lifetime Withdrawal, we recalculate the Periodic Value. We stop
determining the Periodic Value upon your first Lifetime Withdrawal after the
effective date of the benefit. On each Valuation Day (the "Current Valuation
Day"), the Periodic Value is equal to the greater of:

(1) the Periodic Value for the immediately preceding business day (the
"Prior Valuation Day") appreciated at the daily equivalent of 6% annually
during the calendar day(s) between the Prior Valuation Day and the Current
Valuation Day (i.e., one day for successive Valuation Days, but more than
one calendar day for Valuation Days that are separated by weekends and/or
holidays), plus the amount of any Purchase Payment (including any associated
Purchase Credits) made on the Current Valuation Day (the Periodic Value is
proportionally reduced for any Non-Lifetime Withdrawal); and

(2) the Account Value on the current Valuation Day.

If you have not made a Lifetime Withdrawal on or before the 10th or 20/th/
Anniversary of the effective date of the benefit, your Periodic Value on the
10th or 20th Anniversary of the benefit effective date is equal to the
greater of:

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) (proportionally reduced for any Non-Lifetime
Withdrawal):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
the Account Value on the effective date of the benefit including any
Purchase Payments (including any associated Purchase Credits) made on
that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of
all Purchase Payments (including any associated Purchase Credits)
made within one year following the effective date of the benefit; and

(c) all Purchase Payments (including any associated Purchase Credits)
made after one year following the effective date of the benefit.

In the rider for this benefit, as respects the preceding paragraph, we use
the term "Guaranteed Base Value" to refer to the Account Value on the
effective date of the benefit, plus the amount of any "adjusted" Purchase
Payments made within one year after the effective date of the benefit.
"Adjusted" Purchase Payments means Purchase Payments we receive, increased
by any Purchase Credits applied to your Account Value in relation to
Purchase Payments, and decreased by any fees or tax charges deducted from
such Purchase Payments upon allocation to the Annuity.

Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime
6 Plus Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the younger
designated life on the date of the first Lifetime Withdrawal after election
of the benefit. The percentages are: 4% for ages 50-64, 5% for ages 65-84,
and 6% for ages 85 and older. We use the age of the younger designated life
even if that designated life is no longer a participant under the Annuity
due to death or divorce. Under the Spousal Highest Daily Lifetime 6 Plus
benefit, if your cumulative Lifetime Withdrawals in an Annuity Year are less
than or equal to the Annual Income Amount, they will not reduce your Annual
Income Amount in subsequent Annuity Years, but any such withdrawals will
reduce the Annual Income Amount on a dollar-for-dollar basis in that Annuity
Year and also will reduce the Protected Withdrawal Value on a
dollar-for-dollar basis. If your cumulative Lifetime Withdrawals in an
Annuity Year are in excess of the Annual Income Amount for any Annuity Year
("Excess Income"), your Annual Income Amount in subsequent years will be
reduced (except with regard to Required Minimum Distributions for this
Annuity that comply with our rules) by the result of the ratio of the Excess
Income to the Account Value immediately prior to such withdrawal (see
examples of this calculation below). If you take withdrawals of Excess
Income, only the portion of the Lifetime Withdrawal that exceeds the
remaining Annual Income Amount will proportionally reduce your Protected
Withdrawal Value and Annual Income Amount in future years. Reductions are
based on the actual "gross" amount of the withdrawal, including any CDSC
that may apply. Thus, you should be aware that if you ask to receive a
specified withdrawal amount that itself is not deemed Excess Income, with
the understanding that any charges applicable to that withdrawal will be
assessed against your remaining Account Value, the total amount of the
withdrawal may result in the withdrawal being treated as Excess Income.

Note that if your withdrawal of the Annual Income Amount in a given Annuity
Year exceeds the applicable free withdrawal amount under the Annuity (but is
not considered Excess Income), we will not impose any CDSC on the amount of
that withdrawal. However, please be aware that although a given withdrawal may
qualify as a free withdrawal for purposes of avoiding a CDSC, the amount of the
withdrawal could exceed the Annual Income Amount under this benefit. In that
scenario, the withdrawal would be deemed Excess Income - thereby reducing your
Annual Income Amount for future years.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Spousal
Highest Daily Lifetime 6 Plus and subsequent to the first Lifetime Withdrawal
will (i) increase the then-existing Annual Income Amount by an amount equal to
a percentage of the Purchase Payment (including any associated Purchase
Credits) based on the age of the younger designated life at the time of the
first Lifetime Withdrawal (the percentages are: 4% for ages 50-64, 5% for ages
65-84, and 6% for ages 85 and older, and (ii) increase the Protected Withdrawal
Value by the amount of the Purchase Payment (including any associated Purchase
Credits).

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
can result in a larger Annual Income Amount subsequent to your first Lifetime
Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
Date of the Annuity (the "Annuity Anniversary") immediately after your first
Lifetime Withdrawal under the benefit. Specifically, upon the first such
Annuity Anniversary, we identify the Account Value on each Valuation Day within
the immediately preceding Annuity Year after your first Lifetime Withdrawal.
Having identified the highest daily value (after all daily values have been
adjusted for subsequent Purchase Payments and withdrawals), we then multiply
that value by a percentage that varies based on the age of the younger
designated life on the Annuity Anniversary as of which the step-up would occur.
The percentages are 4% for ages 50-64, 5% for ages 65-84, and 6% for ages 85
and older. If that value exceeds the existing Annual Income Amount, we replace
the existing amount with the new, higher amount. Otherwise, we leave the
existing Annual Income Amount intact. The Account Value on the Annuity
Anniversary is considered the last daily step-up value of the Annuity Year. In
later years (i.e., after the first Annuity Anniversary after the first Lifetime
Withdrawal), we determine whether an automatic step-up should occur on each
Annuity Anniversary by performing a similar examination of the Account Values
that occurred on Valuation Days during the year. Taking Lifetime Withdrawals
could produce a greater difference between your Protected Withdrawal Value and
your Account Value, which may make a Highest Daily Auto Step-up less likely to
occur. At the time that we increase your Annual Income Amount, we also increase
your Protected Withdrawal Value to equal the highest daily value upon which
your step-up was based only if that results in an increase to the Protected
Withdrawal Value. Your Protected Withdrawal Value will never be decreased as a
result of an income step-up. If, on the date that we implement a Highest Daily
Auto Step-Up to your Annual Income Amount, the charge for Spousal Highest Daily
Lifetime 6 Plus 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 Spousal
Highest Daily Lifetime 6 Plus 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 Spousal Highest Daily Lifetime 6 Plus benefit does not affect your ability
to take withdrawals under your Annuity, or limit your ability to take
withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
Lifetime 6 Plus, if your cumulative Lifetime Withdrawals in an Annuity Year are
less than or equal to the Annual Income Amount, they will not reduce your
Annual Income Amount in subsequent Annuity Years, but any such withdrawals will
reduce the Annual Income Amount on a dollar-for-dollar basis in that Annuity
Year. If, cumulatively, you withdraw an amount less than the Annual Income
Amount in any Annuity Year, you cannot carry-over the unused portion of the
Annual Income Amount to subsequent Annuity Years.

Examples of dollar-for-dollar and proportional reductions, and the Highest
Daily Auto Step-Up are set forth below. The values shown here are purely
hypothetical, and do not reflect the charges for the Spousal Highest Daily
Lifetime 6 Plus benefit or any other fees and charges under the Annuity. Assume
the following for all three examples:

. The Issue Date is November 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
August 1, 2011

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in
an Annual Income Amount of $6,000 (since the younger designated life is between
the ages of 65 and 84 at the time of the first Lifetime Withdrawal, the Annual
Income Amount is 5% of the Protected Withdrawal Value, in this case 5% of
$120,000). Assuming $2,500 is withdrawn from the Annuity on this date, the
remaining Annual Income Amount for that Annuity Year (up to and including
October 31, 2011) is $3,500. This is the result of a dollar-for-dollar

reduction of the Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future
Annuity Years on a proportional basis based on the ratio of the excess
withdrawal to the Account Value immediately prior to the excess withdrawal.
(Note that if there were other withdrawals in that Annuity Year, each would
result in another proportional reduction to the Annual Income Amount).

Here is the calculation:

Account Value before Lifetime Withdrawal $118,000.00
Less Amount of "non" excess withdrawal $ 3,500.00
Account Value immediately before excess withdrawal of $1,500 $ 1,500.00
Divided by Account Value immediately before excess withdrawal $114,500.00
Ratio 1.31%
Annual Income Amount $ 6,000.00
Less Ratio of 1.31% $ 78.60
Annual Income Amount for Future Annuity Years $ 5,921.40

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the
Annual Income Amount is stepped-up if the appropriate percentage (based on the
younger designated life's age on that Annuity Anniversary) of the highest daily
value since your first Lifetime Withdrawal (or last Annuity Anniversary in
subsequent years), adjusted for withdrawals and additional Purchase Payments
(including any associated Purchase Credits), is higher than the Annual Income
Amount, adjusted for excess withdrawals and additional Purchase Payments
(including any associated Purchase Credits).

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the
Annual Income Amount will be stepped up if 5% (since the youngest designated
life is between 65 and 84 on the date of the potential step-up) of the highest
daily Account Value adjusted for withdrawals and Purchase Payments (including
any associated Purchase Credits), is higher than $5921.40. Here are the
calculations for determining the daily values. Only the October 25 value is
being adjusted for excess withdrawals as the October 30 and October 31
Valuation Days occur after the excess withdrawal on October 27.

* In this example, the Annuity Anniversary date is November 1. The Valuation
Dates are every day following the first Lifetime Withdrawal. In subsequent
Annuity Years Valuation Dates will be every day following the Annuity
Anniversary. The Annuity Anniversary Date of November 1 is considered the
final Valuation Date for the Annuity Year.
** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
$5,950.00. This amount is adjusted on October 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Account Value of $119,000 on October 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in an Account Value of $115,500
before the excess withdrawal.

Day of October 31. The Account Value on October 31 is $119,000 and 5% of this
amount is $5,950. Since this is higher than $5,699.35, the adjusted Annual
Income Amount is reset to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Spousal Highest Daily Lifetime 6 Plus. It is an optional feature of the
benefit that you can only elect at the time of your first withdrawal. The
amount of the Non-Lifetime Withdrawal cannot be more than the amount that would
cause the Annuity to be taken below the minimum Surrender Value after a
withdrawal for your Annuity. This Non-Lifetime Withdrawal will not establish
our initial Annual Income Amount and the Periodic Value above will continue to
be calculated. However, the total amount of the withdrawal will proportionally
reduce all guarantees associated with the Spousal Highest Daily Lifetime 6 Plus
benefit. You must tell us at the time you take the withdrawal if your
withdrawal is intended to be the Non-Lifetime Withdrawal and not the first
Lifetime Withdrawal under the Spousal Highest Daily Lifetime 6 Plus benefit. If
you don't elect the Non-Lifetime Withdrawal, the first withdrawal you make will
be the first Lifetime Withdrawal that establishes your Protected Withdrawal
Value and Annual Income Amount. Once you elect the Non-Lifetime Withdrawal or
Lifetime Withdrawals, no additional Non-Lifetime withdrawals may be taken.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

Assume the following:

. The Issue Date is December 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
September 1, 2011

. The Account Value at benefit election was $105,000

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Spousal Highest Daily
Lifetime 6 Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10th
benefit year minimum Periodic Value guarantee is $210,000 and the 20th benefit
year minimum Periodic Value guarantee is $420,000, and the Account Value is
$120,000. Assuming $15,000 is withdrawn from the Annuity on October 2, 2011 and
is designated as a Non-Lifetime Withdrawal, all guarantees associated with the
Spousal Highest Daily Lifetime 6 Plus benefit will be reduced by the ratio the
total withdrawal amount represents of the Account Value just prior to the
withdrawal being taken.

Here is the calculation:

Withdrawal amount divided by $ 15,000
Account Value before withdrawal $120,000
Equals ratio 12.5%
All guarantees will be reduced by the above ratio (12.5%)
Protected Withdrawal Value $109,375
10th benefit year Minimum Periodic Value $183,750
20th benefit year Minimum Periodic Value $367,500

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless
the Required Minimum Distribution amount is greater than the Annual Income
Amount. Unless designated as a Non-Lifetime Withdrawal, Required Minimum
Distributions are considered Lifetime Withdrawals. If you take a withdrawal in
an Annuity Year in which your Required Minimum Distribution for that year is
not greater than the Annual Income Amount, and the amount of the withdrawal
exceeds the remaining Annual Income Amount for that year, we will treat the
withdrawal as a withdrawal of Excess Income. Such a withdrawal of Excess Income
will reduce the Annual Income Amount available in future years. If the Required
Minimum Distribution (as calculated by us for your Annuity and not previously
withdrawn in the current calendar year) is greater than the Annual Income
Amount, an amount equal to the remaining Annual Income Amount plus the
difference between the Required Minimum Distribution amount not previously
withdrawn in the current calendar year and the Annual Income Amount will be
available in the current Annuity Year without it being considered a withdrawal
of Excess Income. In the event that a Required Minimum Distribution is
calculated in a calendar year that crosses more than one Annuity Year and you
choose to satisfy the entire Required Minimum Distribution for that calendar
year in the next Annuity Year, the distribution taken in the next Annuity Year
will reduce your Annual Income Amount in that Annuity Year by the amount of the
distribution. If the Required Minimum Distribution not taken in the prior
Annuity Year is greater than the Annual Income Amount as guaranteed by the
benefit in the current Annuity Year, the total Required Minimum Distribution
amount may be taken without being treated as a withdrawal of Excess Income.

Example - Required Minimum Distributions

The following example is purely hypothetical and is intended to illustrate a
scenario in which the Required Minimum Distribution amount in a given Annuity
Year is greater than the Annual Income Amount.

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being
treated as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) =
$4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining Required Minimum Distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset
to $5,000) without proportionally reducing all guarantees associated with the
Spousal Highest Daily Lifetime 6 Plus benefit as described above. The amount
you may withdraw in the subsequent Annuity Year if you stop taking withdrawals
in the current Annuity Year and choose not to satisfy the Required Minimum
Distribution in the current Annuity Year (assuming the Annual Income Amount in
the subsequent Annuity Year is $5,000) without being treated as a withdrawal of
Excess Income is $6,000. This withdrawal must comply with all IRS guidelines in
order to satisfy the Required Minimum Distribution for the current calendar
year.

Benefits Under Spousal Highest Daily Lifetime 6 Plus

. To the extent that your Account Value was reduced to zero as a result of
cumulative Lifetime Withdrawals in an Annuity Year that are less than or
equal to the Annual Income Amount, and amounts are still payable under
Spousal Highest Daily Lifetime 6 Plus, we will make an additional
payment, if any, for that Annuity Year equal to the remaining Annual
Income Amount for the Annuity Year. Thus, in that scenario, the
remaining Annual Income Amount would be payable even though your Account
Value was reduced to zero. In subsequent Annuity Years we make payments
that equal the Annual Income Amount as described in this section. We
will make payments until the death of 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. After the Account Value is reduced to zero, you are
not permitted to make additional Purchase Payments to your Annuity. To
the extent that cumulative withdrawals in the Annuity Year that reduced
your Account Value to zero are more than the Annual Income Amount, the
Spousal Highest Daily Lifetime 6 Plus benefit terminates, and no
additional payments will be made. However, if a withdrawal in the latter
scenario was taken to satisfy a Required Minimum Distribution (as
described above) under the Annuity then the

benefit will not terminate, and we will continue to pay the Annual
Income Amount in subsequent Annuity Years until the death of the second
designated life provided the designated lives were spouses at the death
of the first designated life.

. Please note that if your Account Value is reduced to zero, all
subsequent payments will be treated as annuity payments. Further,
payments that we make under this benefit after the Latest Annuity Date
will be treated as annuity payments.

. If annuity payments are to begin under the terms of your Annuity, or if
you decide to begin receiving annuity payments and there is an Annual
Income Amount due in subsequent Annuity Years, you can elect one of the
following two options:

(1) apply your Account 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. If, due to death of a designated life or
divorce prior to annuitization, only a single designated life
remains, then annuity payments will be made as a life annuity for the
lifetime of the designated life. We must receive your request in a
form acceptable to us at our office. If applying your Account Value,
less any applicable tax charges, to our current life only (or joint
life, depending on the number of designated lives remaining) annuity
payment rates results in a higher annual payment, we will give you
the higher annual payment.

. In the absence of an election when mandatory annuity payments are to
begin, we currently make annual annuity payments as a joint and survivor
or single (as applicable) life fixed annuity with eight payments
certain, by applying the greater of the annuity rates then currently
available or the annuity rates guaranteed in your Annuity. We reserve
the right at any time to increase or decrease the certain period in
order to comply with the Code (e.g., to shorten the period certain to
match life expectancy under applicable Internal Revenue Service tables).
The amount that will be applied to provide such annuity payments will be
the greater of:

(1) the present value of the future Annual Income Amount payments. Such
present value will be calculated using the greater of the joint and
survivor or single (as applicable) life fixed annuity rates then
currently available or the joint and survivor or single (as
applicable) life fixed annuity rates guaranteed in your Annuity; and

(2) the Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals under the Spousal Highest Daily Lifetime 6 Plus benefit are
subject to all of the terms and conditions of the Annuity, including any
applicable CDSC for the Non-Lifetime Withdrawal as well as withdrawals that
exceed the Annual Income Amount.

.. Withdrawals made while the Spousal Highest Daily Lifetime 6 Plus benefit is
in effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit will
be taken pro rata from the Sub-accounts (including the AST Investment Grade
Bond Sub-account). If you have an active Systematic Withdrawal program
running at the time you elect this benefit, the program must withdraw funds
pro rata. The first Systematic Withdrawal that processes after your
election of the benefit will be deemed a Lifetime Withdrawal.

.. You cannot allocate Purchase Payments or transfer Account Value to or from
the AST Investment Grade Bond Sub-account. A summary description of the AST
Investment Grade Bond Portfolios appears in the prospectus section entitled
"What Are The Investment Objectives and Policies of The Portfolios?" In
addition, you can find a copy of the AST Investment Grade Bond Portfolio
prospectus by going to www.prudentialannuities.com.

.. You can make withdrawals from your Annuity without purchasing the Spousal
Highest Daily Lifetime 6 Plus benefit. The Spousal Highest Daily Lifetime 6
Plus benefit provides a guarantee that if your Account Value declines due
to Sub-account performance, you will be able to receive your Annual Income
Amount in the form of periodic benefit payments.

.. Transfers to and from the elected Sub-accounts, and the AST Investment
Grade Bond Sub-account triggered by the Spousal Highest Daily Lifetime 6
Plus mathematical formula will not count toward the maximum number of free
transfers allowable under an Annuity.

.. Upon inception of the benefit, 100% of your Account Value must be allocated
to the Permitted Sub-accounts. We may amend the Permitted Sub-accounts from
time to time. Changes to Permitted Sub-accounts, or to the requirements as
to how you may allocate your Account Value with this benefit, will apply to
new elections of the benefit and may apply to current participants in the
benefit. To the extent that changes apply to current participants in the
benefit, they will apply only upon re-allocation of Account Value, or upon
addition of additional Purchase Payments. That is, we will not require such
current participants to re-allocate Account Value to comply with any new
requirements.

.. If you elect this benefit and in connection with that election, you are
required to reallocate to different Sub-accounts, then on the Valuation Day
we receive your request in Good Order, we will (i) sell units of the
non-permitted investment options and (ii) invest the proceeds of those
sales in the Sub-accounts that you have designated. During this
reallocation process, your Account Value allocated to the Sub-accounts will
remain exposed to investment risk, as is the case generally. The
newly-elected benefit will commence at the close of business on the
following Valuation Day. Thus, the protection afforded by the newly-elected
benefit will not arise until the close of business on the following
Valuation Day.

.. The current charge for Spousal Highest Daily Lifetime 6 Plus is 0.95%
annually of the greater of Account Value and Protected Withdrawal Value.
The maximum charge for Spousal Highest Daily Lifetime 6 Plus is 1.50%
annually of the greater of the Account Value and Protected Withdrawal
Value. We deduct this charge on quarterly anniversaries of the benefit
effective date, based on the values on the last Valuation Day prior to the
quarterly anniversary. Thus, we deduct, on a quarterly basis, 0.2375% of
the greater of the prior Valuation Day's Account Value, or the prior
Valuation Day's Protected Withdrawal Value. We deduct the fee pro rata from
each of your Sub-accounts, including the AST Investment Grade Bond
Sub-account.

If the deduction of the charge would result in the Account Value falling below
the lesser of $500 or 5% of the sum of the Account Value on the effective date
of the benefit plus all Purchase Payments made subsequent thereto (and any
associated Purchase Credits) (we refer to this as the "Account Value Floor"),
we will only deduct that portion of the charge that would not cause the Account
Value to fall below the Account Value Floor. If the Account Value on the date
we would deduct a charge for the benefit is less than the Account Value Floor,
then no charge will be assessed for that benefit quarter. Charges deducted upon
termination of the benefit may cause the Account Value to fall below the
Account Value Floor. If a charge for the Spousal Highest Daily Lifetime 6 Plus
benefit would be deducted on the same day we process a withdrawal request, the
charge will be deducted first, then the withdrawal will be processed. The
withdrawal could cause the Account Value to fall below the Account Value Floor.
While the deduction of the charge (other than the final charge) may not reduce
the Account Value to zero, withdrawals may reduce the Account Value to zero. If
this happens and the Annual Income Amount is greater than zero, we will make
payments under the benefit and the Death Benefit (described above) will not be
payable.

Election of and Designations under the Benefit

Spousal Highest Daily Lifetime 6 Plus 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, Spousal Highest Daily Lifetime 6 Plus
only may be elected where the Owner, Annuitant, and Beneficiary designations
are as follows:

.. One Annuity Owner, where the Annuitant and the Owner are the same person
and the sole beneficiary is the Owner's spouse. The younger Owner/Annuitant
and the beneficiary must be at least 50 years old and the older must be at
least 55 years old at the time of election; or

.. Co-Annuity Owners, where the Owners are each other's spouses. The
beneficiary designation must be the surviving spouse, or the spouses named
equally. One of the owners must be the Annuitant. The younger Owner must be
at least 50 years old and the older owner must be at least 55 years old at
the time of election; or

.. One Annuity 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 Contingent
Annuitant. The younger of the Annuitant and the Contingent Annuitant must
be at least 50 years old and the older must be at least 55 years old at the
time of election.

We do not permit a change of Owner under this benefit, except as follows:
(a) if one Owner dies and the surviving spousal Owner assumes the Annuity, or
(b) if the Annuity initially is co-owned, but thereafter the Owner who is not
the Annuitant is removed as Owner. We permit changes of Beneficiary
designations under this benefit, however if the Beneficiary is changed, the
benefit may not be eligible to be continued upon the death of the first
designated life. If the designated lives divorce, the Spousal Highest Daily
Lifetime 6 Plus benefit may not be divided as part of the divorce settlement or
judgment. Nor may the divorcing spouse who retains ownership of the Annuity
appoint a new designated life upon re-marriage.

Spousal Highest Daily Lifetime 6 Plus can be elected at the time that you
purchase your Annuity or after the Issue Date, subject its availability, and
our eligibility rules and restrictions. If you elect Spousal Highest Daily
Lifetime 6 Plus and terminate it, you can re-elect it, subject to our current
rules and availability. See "Termination of Existing Benefits and Election of
New Benefits" for information pertaining to elections, termination and
re-election of benefits. Please note that if you terminate a living benefit and
elect Spousal Highest Daily Lifetime 6 Plus, you lose the guarantees that you
had accumulated under your existing benefit, and your guarantees under Spousal
Highest Daily Lifetime 6 Plus will be based on your Account Value on the
effective date of Spousal Highest Daily Lifetime 6 Plus. You should carefully
consider whether terminating your existing benefit and electing a new benefit
is appropriate for you. We reserve the right to waive, change and/or further
limit the election frequency in the future.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Account Value) in order for you to be eligible for the benefit. Thus, you may
not elect Spousal Highest Daily Lifetime 6 Plus so long as you participate in a
systematic withdrawal program in which withdrawals are not taken pro rata.

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 may apply.

The benefit automatically terminates upon the first to occur of the following:

. upon our receipt of Due Proof of Death of the first designated life, if
the surviving spouse opts to take the death benefit under the Annuity
(rather than continue the Annuity) or if the surviving spouse is not an
eligible designated life;

. upon the death of the second designated life;

. your termination of the benefit;

. your surrender of the Annuity;

. your election to begin receiving annuity payments (although if you have
elected to take annuity payments in the form of the Annual Income
Amount, we will continue to pay the Annual Income Amount);

. both the Account Value and Annual Income Amount equal zero; and

. you cease to meet our requirements as described in "Election of and
Designations under the Benefit".

Upon termination of Spousal Highest Daily Lifetime 6 Plus other than
upon death of a designated life or annuitization, we impose any accrued
fee for the benefit (i.e., the fee for the pro-rated portion of the year
since the fee was last assessed), and thereafter we cease deducting the
charge for the benefit. This final charge will be deducted even if it
results in the Account Value falling below the Account Value Floor. With
regard to your investment allocations, upon termination we will:
(i) leave intact amounts that are held in the Permitted Sub-accounts,
and (ii) unless you are participating in an asset allocation program
(i.e., Custom Portfolios Program, or Automatic Rebalancing Program) for
which we are providing administrative support, transfer all amounts held
in the AST Investment Grade Bond Portfolio Sub-account to your variable
Investment Options, pro rata (i.e. in the same proportion as the current
balances in your variable Investment Options). If prior to the transfer
from the AST Investment Grade Bond Sub-account the Account Value in the
variable Investment Options is zero, we will transfer such amounts to
the AST Money Market Sub-account.

How Spousal Highest Daily Lifetime 6 Plus Transfers Account Value
between Your Permitted Sub-accounts and the AST Investment Grade Bond
Sub-account. See "How Highest Daily Lifetime 6 Plus/Spousal Highest
Daily Lifetime 6 Plus Transfers Account Value Between Your Permitted
Sub-accounts and the AST Investment Grade Bond Sub-account" above for
information regarding this component of the benefit.

Additional Tax Considerations

If you purchase an annuity 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 Required Minimum
Distribution rules under the Code provide that you begin receiving
periodic amounts 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
five (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 Annual Income Amount, which will cause us to
increase the Annual Income Amount in any Annuity Year that Required
Minimum Distributions due from your Annuity are greater than such
amounts, as discussed above. In addition, the amount and duration of
payments under the annuity payment 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.

As indicated, withdrawals made while this benefit is in effect will be
treated, for tax purposes, in the same way as any other withdrawals
under the Annuity. Please see the Tax Considerations section 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
Spousal Highest Daily Lifetime 6 Plus through a non-qualified annuity,
as with all withdrawals,

once all Purchase Payments are returned under the Annuity, all
subsequent withdrawal amounts will be taxed as ordinary income.

GUARANTEED RETURN OPTION/SM/ Plus II (GRO Plus II)

GRO Plus II is a form of "guaranteed minimum accumulation benefit" that
guarantees a specified Account Value at one or more dates in the future. If you
participate in this benefit, you are subject to the predetermined mathematical
formula described below that transfers Account Value between your Sub-accounts
and an AST bond portfolio Sub-account.

Under GRO Plus II, we guarantee that on the seventh anniversary of benefit
election, and each anniversary thereafter, the Account Value will be not less
than the Account Value on the date that the benefit is added to your Annuity
(adjusted for subsequent Purchase Payments and withdrawals as detailed below)
..We refer to this initial guarantee as the "base guarantee." In addition to the
base guarantee, GRO Plus II offers the possibility of an enhanced guarantee.
You may "manually" lock in an enhanced guarantee once per "benefit year" (i.e.,
a year beginning on the date you acquired the benefit and each anniversary
thereafter) if your Account Value on that Valuation Day exceeds the amount of
any outstanding base guarantee or enhanced guarantee. If you elect to manually
lock-in an enhanced guarantee on an anniversary of the effective date of the
benefit, that lock-in will not count towards the one elective manual lock-in
you may make each benefit year. We guarantee that the Account Value locked-in
by that enhanced guarantee will not be any less seven years later, and each
anniversary of that date thereafter. In addition, you may elect an automatic
enhanced guarantee feature under which, if your Account Value on a benefit
anniversary exceeds the highest existing guarantee by 7% or more, we guarantee
that such Account Value will not be any less seven benefit anniversaries later
and each benefit anniversary thereafter. You may maintain only one enhanced
guarantee in addition to your base guarantee. Thus, when a new enhanced
guarantee is created, it cancels any existing enhanced guarantee. However, the
fact that an enhanced guarantee was effected automatically on a benefit
anniversary does not prevent you from "manually" locking-in an enhanced
guarantee during the ensuing benefit year. In addition, the fact that you
"manually" locked in an enhanced guarantee does not preclude the possibility of
an automatic enhanced guarantee on the subsequent benefit anniversary. You may
elect to terminate an enhanced guarantee without also terminating the base
guarantee. If you do, any amounts held in the AST bond portfolio Sub-account
(which is used as part of a pre-determined mathematical formula used with this
benefit) with respect to that enhanced guarantee will be transferred to your
other Sub-accounts in accordance with your most recent allocation instructions,
and if none exist, then pro rata to your variable Sub-accounts (see below "Key
Feature - Allocation of Account Value").

Amounts held in an AST bond portfolio Sub-account with respect to the base
guarantee will not be transferred as a result of the termination of an enhanced
guarantee. You may not lock in an enhanced guarantee, either manually or
through our optional automatic program, within seven years prior to the Latest
Annuity Date (please see "Annuity Options" for further information). This also
applies to a new Owner who has acquired the Annuity from the original Owner.

In this section, we refer to a date on which the Account Value is guaranteed to
be present as the "maturity date". If the Account Value on the maturity date is
less than the guaranteed amount, we will contribute funds from our general
account to bring your Account Value up to the guaranteed amount. If the
maturity date is not a Valuation Day, then we would contribute such an amount
on the next Valuation Day. We will allocate any such amount to each Sub-account
(other than the AST bond portfolio Sub-account used with this benefit and
described below) in accordance with your most recent allocation instructions,
which means: a) the Custom Portfolio Program or, b) if you are not
participating in this program, then such amounts will be allocated to your
Sub-accounts on a pro rata basis. Regardless of whether we need to contribute
funds at the end of a Guarantee Period, we will at that time transfer all
amounts held within the AST bond portfolio Sub-account associated with the
maturing guarantee in accordance with your most recent allocation instructions,
which means: a) the Custom Portfolio Program or, b) if you are not
participating in this program, then such amounts will be allocated to you
Sub-accounts on a pro rata basis. If the former (i.e., an asset allocation
program), your Account Value will be transferred according to the program.

Any addition or transferred amount may be subsequently re-allocated based on
the predetermined mathematical formula described below.

The guarantees provided by the benefit exist only on the applicable maturity
date(s). However, due to the ongoing monitoring of your Account Value, and the
transfer of Account Value to support your future guarantees, the benefit may
provide some protection from significant Sub-account losses. For this same
reason, the benefit may limit your ability to benefit from Sub-account
increases while it is in effect.

We increase both the base guarantee and any enhanced guarantee by the amount of
each Purchase Payment (including any associated Purchase Credits) made
subsequent to the date that the guarantee was established. For example, if the
effective date of the benefit was January 1, 2011 and the Account Value was
$100,000 on that date, then a $30,000 Purchase Payment made on March 30, 2012
would increase the base guarantee amount to $130,000.

If you make a withdrawal (including any CDSC), we effect a proportional
reduction to each existing guarantee amount. We calculate a proportional
reduction by reducing each existing guarantee amount by the percentage
represented by the ratio of the withdrawal amount (including any CDSC) to your
Account Value immediately prior to the withdrawal.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

. The Issue Date is December 1, 2010

. The benefit is elected on December 1, 2010

. The Account Value on December 1, 2010 is $200,000, which results in a
base guarantee of $200,000

. An enhanced guarantee amount of $350,000 is locked in on December 1, 2011

. The Account Value immediately prior to the withdrawal is equal to
$380,000

. No CDSC is applicable

If a withdrawal of $50,000 is taken on December 15, 2011, all guarantee amounts
will be reduced by the ratio of the total withdrawal amount to the Account
Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

. Withdrawal Amount divided by $ 50,000
. Account Value before withdrawal $380,000
. Equals ratio 13.16%
. All guarantees will be reduced by the above ratio (13.16%)
. Base guarantee amount $173,680
. Enhanced guarantee amount $303,940

Key Feature - Allocation of Account Value for GRO Plus II and Highest Daily GRO
II

We limit the Sub-accounts to which you may allocate Account Value if you elect
GRO Plus II and Highest Daily GRO Plus II (HD GRO II)(see below). For purposes
of these benefits, we refer to those permitted investment options (other than
the required bond portfolio Sub-accounts discussed below) as the "Permitted
Sub-accounts."

GRO Plus II and HD GRO II use a predetermined mathematical formula to help
manage your guarantees through all market cycles. The formula applicable to you
may not be altered once you elect the benefit. However, subject to regulatory
approval, we do reserve the right to amend the formula for newly-issued
Annuities that elect or re-elect GRO Plus II and HD GRO II and for existing
Annuities that elect the benefit post-issue. This required formula helps us
manage our financial exposure under GRO Plus II and HD GRO II, by moving assets
out of certain Sub-accounts if dictated by the formula (see below). In essence,
we seek to preserve Account Value, by transferring them to a more stable option
(i.e., one or more specified bond Portfolios of Advanced Series Trust). We
refer to the Sub-accounts corresponding to these bond Portfolios collectively
as the "AST bond portfolio Sub-accounts". The formula also contemplates the
transfer of Account Value from an AST bond portfolio Sub-account to the other
Sub-accounts. The formula is set forth in Appendix D of this prospectus. A
summary description of each AST bond portfolio Sub-account appears within the
prospectus section entitled "What Are The Investment Objectives and Policies Of
The Portfolios?" You will be furnished with a prospectus describing the AST
bond Portfolios. In addition, you can find a copy of the AST bond portfolio
prospectus by going to www.prudentialannuities.com.

For purposes of operating the formula applicable to GRO Plus II and HD GRO II,
we have included within this Annuity several AST bond portfolio Sub-accounts.
Each AST bond portfolio is unique, in that its underlying investments generally
mature at different times. For example, there would be an AST bond portfolio
whose underlying investments generally mature in 2020, an AST bond portfolio
whose underlying investments generally mature in 2021, and so forth. As
discussed below, the formula determines the appropriate AST bond portfolio
Sub-account to which Account Value is transferred. We will introduce new AST
bond portfolio Sub-accounts in subsequent years, to correspond generally to the
length of new guarantee periods that are created under this benefit (and the
Highest Daily GRO II benefit). If you have elected GRO Plus II or HD GRO II,
you may have Account Value allocated to an AST bond portfolio Sub-account only
by operation of the formula, and thus you may not allocate Purchase Payments to
or make transfers to or from an AST bond portfolio Sub-Account.

Although we employ several AST bond portfolio Sub-accounts for purposes of the
benefit, the formula described in the next paragraph operates so that your
Account Value may be allocated to only one AST bond portfolio Sub-account at
one time. The formula determines the appropriate AST Bond Portfolio Sub-account
to which Unadjusted Account Value is transferred. On any day a transfer into or
out of the AST bond portfolio Sub-account is made the formula may dictate that
a transfer out of one AST bond portfolio Sub-account be made into another AST
bond portfolio Sub-account. Any transfer into an AST bond portfolio Sub-account
will be directed to the AST bond portfolio Sub-account associated with the
"current liability", as described below. As indicated, the AST bond portfolio
Sub-accounts are

employed with this benefit to help us mitigate the financial risks under our
guarantee. Thus, in accordance with the formula applicable to you under the
benefit, we determine which AST bond portfolio Sub-account your Account Value
is transferred to, and under what circumstances a transfer is made.

In general, the formula works as follows. On each Valuation Day, the formula
automatically performs an analysis with respect to each guarantee that is
outstanding. For each outstanding guarantee, the formula begins by determining
the present value on that Valuation Day that, if appreciated at the applicable
"discount rate", would equal the applicable guarantee amount on the maturity
date. As detailed in the formula, the discount rate is an interest rate
determined by taking a benchmark index used within the financial services
industry and then reducing that interest rate by a prescribed adjustment. Once
selected, we do not change the applicable benchmark index (although we do
reserve the right to use a new benchmark index if the original benchmark is
discontinued). The greatest of each such present value is referred to as the
"current liability" in the formula. The formula compares the current liability
to the amount of your Account Value held within the AST bond portfolio
Sub-account and to your Account Value held within the Permitted Sub-accounts.
If the current liability, reduced by the amount held within the AST bond
portfolio Sub-account, and divided by the amount held within the Permitted
Sub-accounts, exceeds an upper target value (currently, 85%), then the formula
will make a transfer into the AST bond portfolio Sub-account, in the amount
dictated by the formula (subject to the 90% cap discussed below). If the
current liability, reduced by the amount held within the AST bond portfolio
Sub-account, and divided by the amount within the Permitted Sub-accounts, is
less than a lower target value (currently, 79%), then the formula will transfer
Account Value from the AST bond portfolio Sub-account into the Permitted
Sub-accounts, in the amount dictated by the formula.

The formula will not execute a transfer to the AST bond portfolio Sub-account
that results in more than 90% of your Account Value being allocated to the AST
bond portfolio Sub-account ("90% cap"). Thus, on any Valuation Day, if the
formula would require a transfer to the AST bond portfolio Sub-account that
would result in more than 90% of the Account Value being allocated to the AST
bond portfolio Sub-account, only the amount that results in exactly 90% of the
Account Value being allocated to the AST bond portfolio Sub-account will be
transferred. Additionally, future transfers into the AST bond portfolio
Sub-account will not be made (regardless of the performance of the AST bond
portfolio Sub-account and the Permitted Sub-accounts) at least until there is
first a transfer out of the AST bond portfolio Sub-account. Once this transfer
occurs out of the AST bond portfolio Sub-account, future amounts may be
transferred to or from the AST bond portfolio Sub-account if dictated by the
formula (subject to the 90% cap). At no time will the formula make a transfer
to the AST bond portfolio Sub-account that results in greater than 90% of your
Account Value being allocated to the AST bond portfolio Sub-account. However,
it is possible that, due to the investment performance of your allocations in
the AST bond portfolio Sub-account and your allocations in the Permitted
Sub-accounts you have selected, your Account Value could be more than 90%
invested in the AST bond portfolio Sub-account. If you make additional Purchase
Payments to your Annuity while the 90% cap is in effect, the formula will not
transfer any of such additional Purchase Payments to the AST bond portfolio
Sub-account at least until there is first a transfer out of the AST bond
portfolio Sub-account, regardless of how much of your Account Value is in the
Permitted Sub accounts. This means that there could be scenarios under which,
because of the additional Purchase Payments you make, less than 90% of your
entire Account Value is allocated to the AST bond portfolio Sub-account, and
the formula will still not transfer any of your Account Value to the AST bond
portfolio Sub-account (at least until there is first a transfer out of the AST
bond portfolio Sub-account).

For example,

. March 19, 2011 - a transfer is made to the AST bond portfolio
Sub-account that results in the 90% cap being met and now $90,000 is
allocated to the AST bond portfolio Sub-account and $10,000 is allocated
to the Permitted Sub-accounts.

. March 20, 2011 - you make an additional Purchase Payment of $10,000. No
transfers have been made from the AST bond portfolio Sub-account to the
Permitted Sub-accounts since the cap went into effect on March 19, 2011.

. On March 20, 2011 (and at least until first a transfer is made out of
the AST bond portfolio Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date you
have 82% in the AST bond portfolio Sub-account and 18% in the Permitted
Sub-accounts (such that $20,000 is allocated to the Permitted
Sub-accounts and $90,000 to the AST bond portfolio Sub-account).

. Once there is a transfer out of the AST bond portfolio Sub-account (of
any amount), the formula will operate as described above, meaning that
the formula could transfer amounts to or from the AST bond portfolio
Sub-account if dictated by the formula (subject to the 90% cap).

Under the operation of the formula, the 90% cap may come into and out of
effect multiple times while you participate in the benefit. We will
continue to monitor your Account Value daily and, if dictated by the
formula, systematically transfer amounts between the Permitted
Sub-accounts you have chosen and the AST bond portfolio Sub-account as
dictated by the formula.

out of the AST bond portfolio Sub-accounts. Therefore, at any given
time, some, none, or most of your Account Value may be allocated to the
AST bond portfolio Sub-accounts.

The amount that is transferred to and from the AST bond portfolio
Sub-accounts pursuant to the formula depends upon a number of factors
unique to your Annuity (and is not necessarily directly correlated with
the securities markets, bond markets, or interest rates, in general)
including:

. The difference between your Account Value and your guarantee amount(s);

. The amount of time until the maturity of your guarantee(s);

. The amount invested in, and the performance of, the Permitted
Sub-accounts;

. The amount invested in, and the performance of, the AST bond portfolio
Sub-accounts;

. The discount rate used to determine the present value of your
guarantee(s);

. Additional Purchase Payments, if any, that you make to the Annuity; and

.. Withdrawals, if any, taken from the Annuity.

Any amounts invested in the AST bond portfolio Sub-accounts will affect your
ability to participate in a subsequent market recovery within. Conversely,
the Account Value may be higher at the beginning of the market recovery,
e.g. more of the Account Value may have been protected from decline and
volatility than it otherwise would have been had the benefit not been
elected. The AST bond portfolio Sub-accounts are available only with certain
optional living benefits, and you may not allocate Purchase Payments to or
transfer Account Value to or from the AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the benefit
that have already been locked-in.

Election/Cancellation of the Benefit

GRO Plus II can be elected on the Issue Date of your Annuity, or on any
Valuation Day thereafter as long as the benefit is available, provided that
your Account Value is allocated in a manner permitted with the benefit and that
you otherwise meet our eligibility rules. You may elect GRO Plus II only if the
oldest of the Owner and Annuitant is 84 or younger on the date of election.
However you will lose all guarantees that you had accumulated under those
benefits. The base guarantee under GRO Plus II will be based on your current
Account Value at the time GRO Plus II becomes effective on your Annuity.

GRO Plus II is not available if you participate in any other optional living
benefit. However, GRO Plus II may be elected together with any optional death
benefit.

GRO Plus II will terminate automatically upon: (a) the death of the Owner or
the Annuitant (in an entity owned contract), unless the Annuity is continued by
the surviving spouse; (b) as of the date Account Value is applied to begin
annuity payments; (c) as of the anniversary of benefit election that
immediately precedes the contractually-mandated latest annuity date, or
(d) upon full surrender of the Annuity. If you elect to terminate the benefit,
GRO Plus II will no longer provide any guarantees. The charge for the GRO Plus
II benefit will no longer be deducted from your Account Value upon termination
of the benefit.

If you elect this benefit, and in connection with that election you are
required to reallocate to different investment options permitted under this
benefit, then on the Valuation Day on which we receive your request in Good
Order, we will (i) sell units of the non-permitted investment options and
(ii) invest the proceeds of those sales in the permitted investment options
that you have designated. During this reallocation process, your Account Value
allocated to the Sub-accounts will remain exposed to investment risk, as is the
case generally. The protection afforded by the newly-elected benefit will not
arise until the close of business on the following Valuation Day.

If you wish, you may cancel the GRO Plus II benefit. You may also cancel an
enhanced guarantee, but leave the base guarantee intact. Upon cancellation,
you may elect any other currently available living benefit on any Valuation
Day after you have cancelled the GRO Plus II benefit, provided that your
Account Value is allocated in a manner permitted with that new benefit and
that you otherwise meet our eligibility rules. Upon cancellation of the GRO
Plus II benefit, any Account Value allocated to the AST bond portfolio
Sub-account used with the formula will be reallocated to the Permitted
Sub-Accounts according to your most recent allocation instructions or, in
absence of such instructions, pro rata (i.e., in direct proportion to your
current allocations). Upon your re-election of GRO Plus II, Account Value
may be transferred between the AST bond portfolio Sub-accounts and the
Permitted Sub-accounts according to the predetermined mathematical formula
(see "Key Feature - Allocation of Account Value" above for more details).
You also should be aware that upon cancellation of the GRO Plus II benefit,
you will lose all guarantees that you had accumulated under the benefit.
Thus, the guarantees under any newly-elected benefit will be based on your
current Account Value at benefit effectiveness. The benefit you elect or
re-elect may be more expensive than the benefit you cancel. Once the GRO
Plus II benefit is canceled you are not required to re-elect another
optional living benefit and any subsequent benefit election may be made

on or after the first Valuation Day following the cancellation of the GRO
Plus II benefit provided that the benefit you are looking to elect is
available at that time and on a post-issue basis.

Special Considerations under GRO Plus II

This benefit is subject to certain rules and restrictions, including, but
not limited to the following:

. Upon inception of the benefit, 100% of your Account Value must be
allocated to the Permitted Sub-accounts. The Permitted Sub-accounts are
those described in the Investment Option section of this prospectus

. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

. Any amounts applied to your Account Value by us on a maturity date will
not be treated as "investment in the contract" for income tax purposes.

. Only systematic withdrawal programs in which amounts withdrawn are being
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in
direct proportion to the proportion that each such Sub-account bears to
your total Account Value) will be permitted if you participate in GRO
Plus II. Thus, you may not elect GRO Plus II so long as you participate
in a systematic withdrawal program in which withdrawals are not taken
pro rata. Similarly, if you currently participate in GRO Plus II, we
will allow you to add a systematic withdrawal program only if
withdrawals under the program are to be taken pro rata.

. As the time remaining until the applicable maturity date(s) gradually
decreases, the benefit may become increasingly sensitive to moves to an
AST bond portfolio Sub-account.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets
of the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the GRO Plus II benefit. The annualized charge is deducted
daily. The charge is deducted to compensate us for: (a) the risk that your
Account Value on a maturity date is less than the amount guaranteed and
(b) administration of the benefit.

HIGHEST DAILY/sm/ GUARANTEED RETURN OPTION/sm/ II (HD GRO/sm/II)

HD GRO II is a form of "guaranteed minimum accumulation benefit" that
guarantees a specified Account Value at one or more dates in the future. If you
participate in this benefit, you are subject to a predetermined mathematical
formula that transfers Account Value between your Sub-accounts and an AST bond
portfolio Sub-account.

HD GRO II creates a series of separate guarantees, each of which is based on
the highest Account Value attained on a day during the applicable time period.
As each year of your participation in the benefit passes, we create a new
guarantee. Each guarantee then remains in existence until the date on which it
matures (unless the benefit terminates sooner). We refer to each date on which
the specified Account Value is guaranteed as the "maturity date" for that
guarantee. HD GRO II will not create a guarantee if the maturity date of that
guarantee would extend beyond the Latest Annuity Date. This is true even with
respect to a new Owner who has acquired the Annuity from the original Owner.

The initial guarantee is created on the day that the HD GRO II benefit is added
to your Annuity. We guarantee that your Account Value on the tenth anniversary
of that day (we refer to each such anniversary as a "benefit anniversary") will
not be less than your Account Value on the day that the HD GRO II benefit was
added to your Annuity. Each benefit anniversary thereafter, we create a new
guarantee. With respect to each such subsequent guarantee, we identify the
highest Account Value that occurred between the date of that benefit
anniversary and the date on which HD GRO II was added to your Annuity. We
guarantee that your Account Value ten years after that benefit anniversary will
be no less than the highest daily Account Value (adjusted for Purchase Payments
and withdrawals, as described below) that occurred during that time period. The
following example illustrates the time period over which we identify the
highest daily Account Value for purposes of each subsequent guarantee under the
benefit. If the date of benefit election were January 1, 2010, we would create
a guarantee on January 1, 2014 based on the highest Account Value achieved
between January 1, 2010 and January 1, 2014, and that guarantee would mature on
January 1, 2024. As described below, we adjust each of the guarantee amounts
for Purchase Payments (and any associated Purchase Credits) and withdrawals.

former (i.e., an asset allocation program), your Account Value will be
transferred according to the program. If the latter (i.e., an AST bond
portfolio Sub-account), then your Account Value will be transferred to the
Sub-accounts permitted with this benefit according to your most recent
allocation instructions. Any addition or transferred amount may subsequently be
re-allocated based on the predetermined mathematical formula described below.

We increase the amount of each guarantee that has not yet reached its maturity
date, as well as the highest daily Account Value that we calculate to establish
a guarantee, by the amount of each subsequent Purchase Payment (including any
associated Purchase Credits) made prior to the applicable maturity date. For
example, if the effective date of the benefit was January 1, 2011, and there
was an initial guaranteed amount that was set at $100,000 maturing January 1,
2021, and a second guaranteed amount that was set at $120,000 maturing
January 1, 2022, then a $30,000 Purchase Payment made on March 30, 2012 would
increase the guaranteed amounts to $130,000 and $150,000, respectively.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

Assume the following:

.. The Issue Date is December 1, 2010

.. The benefit is elected on December 1, 2010

.. The Account Value on December 1, 2010 is $200,000, which results in an
initial guarantee of $200,000

.. An additional guarantee amount of $350,000 is locked in on December 1, 2011

.. The Account Value immediately prior to the withdrawal is equal to $380,000

.. No CDSC is applicable

If a withdrawal of $50,000 is taken on December 15, 2011, all guarantee amounts
will be reduced by the ratio the total withdrawal amount represents of the
Account Value just prior to the withdrawal being taken.

Here is the calculation (figures are rounded):

.. Account Value before Withdrawal $380,000
.. Equals ratio 13.16%
.. All guarantees will be reduced by the above (13.16%)
.. Initial guarantee amount $173,680
.. Additional guarantee amount $303,940

Key Feature - Allocation of Account Value

We limit the Sub-accounts to which you may allocate Account Value if you elect
HD GRO II. For purposes of this benefit, we refer to those permitted investment
options (other than the AST bond portfolio used with this benefit) as the
"Permitted Sub-accounts".

HD GRO II uses a predetermined mathematical formula to help manage your
guarantees through all market cycles. The formula, and its manner of operation,
is the same as that for GRO Plus II. Please see "Key Feature - Allocation of
Account Value" in the GRO Plus II section of this prospectus for a discussion
of the mathematical formula.

Election/Cancellation of the Benefit

HD GRO II can be elected on the Issue Date of your Annuity, or on any Valuation
Day thereafter as long as the benefit is available, provided that your Account
Value is allocated in a manner permitted with the benefit and you otherwise
meet our eligibility requirements. You may elect HD GRO II only if the oldest
of the Owner and Annuitant is 84 or younger on the date of election. If you
currently participate in a living benefit that may be cancelled, you may
terminate that benefit at any time and elect HD GRO II. However you will lose
all guarantees that you had accumulated under the previous benefit. The initial
guarantee under HD GRO II will be based on your current Account Value at the
time the new benefit becomes effective on your Annuity.

HD GRO II is not available if you participate in any other living benefit.
However, HD GRO II may be elected together with any optional death benefit.

HD GRO II will terminate automatically upon: (a) the death of the Owner or the
Annuitant (in an entity owned contract), unless the Annuity is continued by the
surviving spouse; (b) as of the date Account Value is applied to begin annuity
payments; (c) as of the anniversary of benefit election that immediately
precedes the contractually-mandated latest annuity date, or (d) upon full
surrender of the Annuity. If you elect to terminate the benefit, HD GRO II will
no longer provide any guarantees. The charge for the HD GRO II benefit will no
longer be deducted from your Account Value upon termination of the benefit.

If you wish, you may cancel the HD GRO II benefit. You may then elect any other
currently available living benefit on any Valuation Day after you have
cancelled the HD GRO II benefit, provided that your Account Value is allocated
in the manner permitted with that new benefit and you otherwise meet our
eligibility requirements. Upon cancellation of the HD GRO II benefit, any
Account Value allocated to the AST bond portfolio Sub-accounts used with the
formula will be reallocated to the Permitted Sub-Accounts according to your
most recent allocation instructions or, in absence of such instructions, pro
rata (i.e., in direct proportion to your current allocations). Upon your
re-election of HD GRO II, Account Value may be transferred between the AST bond
portfolio Sub-accounts and the other Sub-accounts according to the
predetermined mathematical formula (see "Key Feature - Allocation of Account
Value" section for more details). You also should be aware that upon
cancellation of the HD GRO II benefit, you will lose all guarantees that you
had accumulated under the benefit. Thus, the guarantees under your
newly-elected benefit will be based on your current Account Value at the time
the new benefit becomes effective. The benefit you elect or re-elect may be
more expensive than the benefit you cancel.

Special Considerations under HD GRO II

This benefit is subject to certain rules and restrictions, including, but not
limited to the following:

.. Upon inception of the benefit, 100% of your Account Value must be allocated
to the Permitted Sub-accounts. The Permitted Sub-accounts are those
described in the Investment Option section. Transfers as dictated by the
formula will not count toward the maximum number of free transfers
allowable under the Annuity.

.. Any amounts applied to your Account Value by us on a maturity date will not
be treated as "investment in the contract" for income tax purposes.

.. As the time remaining until the applicable maturity date gradually
decreases, the benefit may become increasingly sensitive to moves to an AST
bond portfolio Sub-account.

.. Only systematic withdrawal programs in which amounts withdrawn are being
taken on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct
proportion to the proportion that each such Sub-account bears to your total
Account Value) will be permitted if you participate in HD GRO II. Thus, you
may not elect HD GRO II so long as you participate in a systematic
withdrawal program in which withdrawals are not taken pro rata. Similarly,
if you currently participate in HD GRO II, we will allow you to add a
systematic withdrawal program only if withdrawals under the program are to
be taken pro rata.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets
of the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the HD GRO II benefit. The annualized charge is deducted
daily. The charge is deducted to compensate us for: (a) the risk that your
Account Value on the maturity date is less than the amount guaranteed and
(b) administration of the benefit.

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT

Each Annuity provides a Death Benefit prior to annuitization. If the Annuity is
owned by one or more natural persons, the Death Benefit is payable upon the
death of the Owner (or the first to die, if there are multiple Owners). If an
Annuity is owned by an entity, the Death Benefit is payable upon the
Annuitant's death if there is no Contingent Annuitant. Generally, if a
Contingent Annuitant was designated before the Annuitant's death and the
Annuitant dies, then the Contingent Annuitant becomes the Annuitant and a Death
Benefit will not be paid upon the Annuitant's death. The person upon whose
death the Death Benefit is paid is referred to below as the "decedent." Where
an Annuity is structured so that it is owned by a grantor trust but the
Annuitant is not the grantor, then the Annuity is required to terminate upon
the death of the grantor if the grantor pre-deceases the Annuitant under
Section 72(s) of the Code. Under this circumstance, the SurrenderValue will be
paid out to the trust and is not eligible for the Death Benefit provided under
the Annuity.

We determine the amount of the Death Benefit as of the date we receive "Due
Proof of Death". Due Proof of Death can be met only if each of the following is
submitted to us in Good Order: (a) a death certificate or similar documentation
acceptable to us (b) all representations we require or which are mandated by
applicable law or regulation in relation to the death claim and the payment of
death proceeds and (c) any applicable election of the method of payment of the
death benefit by at least one Beneficiary (if not previously elected by the
Owner). We must be made aware of the entire universe of eligible Beneficiaries
in order for us to have received Due Proof of Death. Any given Beneficiary must
submit the written information we require in order to be paid his/her share of
the Death Benefit.

Once we have received Due Proof of Death, each eligible Beneficiary may take
his/her portion of the Death Benefit in one of the forms described in this
prospectus (e.g., distribution of the entire interest in the Annuity within 5
years after the date of death, or as periodic payments over a period not
extending beyond the life or life expectancy of the Beneficiary). Each
Beneficiary choosing to continue the Annuity may re-allocate Account Value
among the other available Sub-accounts.

After our receipt of Due Proof of Death, we automatically transfer any
remaining Death Benefit to the AST Money Market Sub-account. However, between
the date of death and the date that we transfer any remaining Death Benefit to
the AST Money Market Sub-account, the amount of the Death Benefit could be
subject to market fluctuations.

If we receive Due Proof of Death more than one year after the date of death, we
reserve the right to limit the Death Benefit to the Account Value on the date
we receive Due Proof of Death (i.e., we would not pay the basic Death Benefit
or any Optional Death Benefit). We reserve the right to waive or extend the one
year day period on a non-discriminatory basis.

With respect to a Beneficiary Annuity, the Death Benefit is triggered by the
death of the beneficial owner (or the Key Life, if entity owned). However, if
the Annuity is held as a Beneficiary Annuity, the Owner is an entity, and the
Key Life is already deceased, then no Death Benefit is payable upon the death
of the beneficial owner.

MINIMUM DEATH BENEFIT

Each Annuity provides a minimum Death Benefit at no additional charge. The
amount of the minimum Death Benefit is equal to the greater of:

. The sum of all Purchase Payments you have made since the Issue Date of
the Annuity (excluding any Purchase Credits) until the date of Due Proof
of Death, reduced proportionally by the ratio of the amount of any
withdrawal to the Account Value immediately prior to the withdrawal; AND

. Your Account Value.

OPTIONAL DEATH BENEFIT

One optional Death Benefit is offered for purchase with your Annuity to provide
an enhanced level of protection for your beneficiaries. The optional Death
Benefit is called the Highest Anniversary Value Death Benefit. This optional
Death Benefit is also available if your Annuity is held as a Beneficiary
Annuity. Investment restrictions apply if you elect the optional Death Benefit.
See the chart in the "Investment Options" section of the prospectus for a list
of Investment Options available and permitted with the benefit. If subsequent
to your election of the optional Death Benefit, we change our requirements as
to how your Account Value must be allocated, we will not compel you to
re-allocate your Account Value in accordance with our newly-adopted
requirements.

Key Terms Used with the Highest Anniversary Value Death Benefit:

. The Death Benefit Target Date for the Highest Anniversary Value Death
Benefit initially is the later of (a) the anniversary of the Issue Date
coinciding with or next following the date the oldest Owner (or
Annuitant, if the Annuity is entity-owned) reaches age 80 and (b) the
fifth anniversary of the Issue Date of the Annuity. If there is a change
of Owner (or Annuitant, if the Annuity is entity-owned) prior to the
Death Benefit Target Date, then we will set the Death Benefit Target
Date with reference to the age of the oldest new Owner (or Annuitant).
However, we will not change the Death Benefit Target Date if the change
of Owner (or Annuitant, for an entity-owned Annuity) occurs after the
previous Death Benefit Target Date.

. The Highest Anniversary Value on the Issue Date is equal to your Account
Value (including any Purchase Credits, in the case of the X Series).
Thereafter, we calculate a Highest Anniversary Value on each anniversary
of the Issue Date of the Annuity ("Annuity Anniversary") up to and
including the earlier of the date of death or attainment of the Death
Benefit Target Date. On each such anniversary, the Anniversary Value is
equal to the greater of (a) the previous Highest Anniversary Value and
(b) the Account Value on each such Anniversary. Between such
anniversaries, the Highest Anniversary Value is increased by the sum

of all Purchase Payments (including any associated Purchase Credits)
since the prior anniversary date and reduced by any Proportional
Withdrawals since the prior anniversary date.

. Proportional Withdrawals are determined by calculating the ratio of the
amount of the withdrawal (including any applicable CDSC) to the Account
Value as of the date of the withdrawal but immediately prior to the
withdrawal. Proportional withdrawals result in a reduction to the
Highest Anniversary Value by reducing such value in the same proportion
as the Account Value was reduced by the withdrawal as of the date the
withdrawal occurred. For example, if your Highest Anniversary Value is
$125,000 and you subsequently withdraw $10,000 at a time when your
Account Value is equal to $100,000 (a 10% reduction), then we will
reduce your Highest Anniversary Value ($ 125,000) by 10%, or $12,500.

Highest Anniversary Value Death Benefit ("HAV")

If an Annuity has one Owner, the Owner must be age 79 or less at the time the
Highest Anniversary Value Optional Death Benefit is elected. If an Annuity has
joint Owners, the oldest Owner must be age 79 or less upon election. If an
Annuity is owned by an entity, the Annuitant must be age 79 or less upon
election.

Calculation of Highest Anniversary Value Death Benefit

If the decedent's date of death occurs before the Death Benefit Target Date,
the Death Benefit equals the greater of:

1. the greater of the minimum Death Benefit described above, and

2. the Highest Anniversary Value as of the date on which we receive Due Proof
of Death.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. the greater of the minimum Death Benefit described above, and,

2. the Highest Anniversary Value on the Death Benefit Target Date, plus any
Purchase Payments (and associated Purchase Credits) since the Death Benefit
Target Date, less the effect of any Proportional Withdrawals since the Death
Benefit Target Date.

This Death Benefit may not be an appropriate feature where the oldest Owner's
age (Annuitant if entity owned) is near age 80. This is because the benefit may
not have the same potential for growth as it otherwise would, since there will
be fewer Annuity anniversaries before the Death Benefit Target Date is reached.

What are the charges for the optional Death Benefit?

For elections of the Highest Anniversary Value Death Benefit, we impose a
charge equal to 0.40%, per year of the average daily net assets of the
Sub-accounts. We deduct the charge to compensate Pruco Life of New Jersey for
providing increased insurance protection under the optional Death Benefit. The
additional annualized charge is deducted daily against your Account Value
allocated to the Sub-accounts.

Can I terminate the optional Death Benefit?

The Highest Anniversary Value Death Benefit may not be terminated by you once
elected. The optional Death Benefit will terminate upon the first to occur of
the following:

. the date that the Death Benefit is determined, unless the Annuity is
continued by a spouse Beneficiary;

. upon your designation of a new Owner or Annuitant who, as of the
effective date of the change, is older than the age at which we would
then issue the Death Benefit (or if we do not then consent to continue
the Death Benefit);

. upon the Annuity Date;

. upon surrender of the Annuity; or

. if your Account Value reaches zero.

Where an Annuity is structured so that it is owned by a grantor trust but the
Annuitant is not the grantor, then the Annuity is required to be surrendered
upon the death of the grantor if the grantor pre-deceases the Annuitant under
Section 72(s) of the Code. Under this circumstance, the Account Value will be
paid out to the beneficiary and it is not eligible for the Death Benefit
provided under the Annuity.

Upon termination, we cease to assess the fee for the optional Death Benefit.

Is there a Death Benefit Suspension Period?

If the decedent was not the Owner or Annuitant as of the Issue Date (or within
60 days thereafter) and did not become the Owner or Annuitant due to the prior
Owner's or Annuitant's death, any Death Benefit (including any optional Death
Benefit) that applies will be suspended for a two-year period as to that person
from the date he or she first became Owner or Annuitant. While the two year
suspension is in effect, the Death Benefit amount will equal the Account Value.
Thus, if you had elected an Optional Death benefit, and the suspension were in
effect, you would be paying the fee for the Optional Death Benefit even though
during the suspension period your Death Benefit would be limited to the Account
Value. After the two-year suspension period is completed the Death Benefit is
the same as if the suspension period had not been in force. See the section of
the prospectus above generally with regard to changes of Owner or Annuitant
that are allowable.

Spousal Continuation of Annuity

will be equal to the Death Benefit that would have been payable. Any amount
added to the Account Value will be allocated to the Sub-accounts (if you
participate in an optional living benefit, such amount will not be directly
added to any bond portfolio Sub-account used by the benefit, but may be
reallocated by the pre-determined mathematical formula on the same day). No
CDSC will apply to purchase payments made prior to the effective date of a
spousal continuance. However, any additional Purchase Payments applied after
the date the continuance is effective will be subject to all provisions of the
Annuity, including the CDSC when applicable.

Subsequent to spousal continuation, the minimum Death Benefit will be equal to
the greater of:

. The Account Value on the effective date of the spousal continuance, plus
all Purchase Payments you have made since the spousal continuance
(excluding any Purchase Credits) until the date of Due Proof of Death,
reduced proportionally by the ratio of the amount of any withdrawal to
the Account Value immediately prior to the withdrawal; and

. The Account Value on Due Proof of Death of the surviving spouse.

Spousal continuation is also permitted, subject to our rules and regulatory
approval, if the Annuity 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 Code ("Custodial Account") and, on the
date of the Annuitant's death, the spouse of the Annuitant is (1) the
Contingent Annuitant under the Annuity and (2) the beneficiary of the Custodial
Account. The ability to continue the Annuity in this manner will result in the
Annuity no longer qualifying for tax deferral under the Code. However, such tax
deferral should result from the ownership of the Annuity by the Custodial
Account. Please consult your tax or legal adviser.

Federal law only permits a spousal continuance to defer the distribution
requirements of the Code to spouses recognized under federal law.

Any Optional Death Benefit in effect at the time the first of the spouses dies
will continue only if spousal assumption occurs prior to the Death Benefit
Target Date and prior to the assuming spouse's 80th birthday. If spousal
assumption occurs after the Death Benefit Target Date (or the 80th birthday of
the assuming spouse), then any Optional Death Benefit will terminate as of the
date of spousal assumption. In that event, the assuming spouse's Death Benefit
will equal the basic Death Benefit.

We allow a spouse to continue the Annuity even though he/she has reached or
surpassed the Latest Annuity Date. However, upon such a spousal continuance,
annuity payments would begin immediately.

PAYMENT OF DEATH BENEFITS

Alternative Death Benefit Payment Options - Annuities owned by Individuals (not
associated with Tax-Favored Plans)

Except in the case of a spousal continuation as described above, upon your
death, certain distributions must be made under the Annuity. The required
distributions depend on whether you die before you start taking annuity
payments under the Annuity or after you start taking annuity payments under the
Annuity. If you die on or after the Annuity Date, the remaining portion of the
interest in the Annuity 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 the
decedent's death before the Annuity Date, the Death Benefit must be distributed:

. within five (5) years of 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.

If the Annuity is held as a Beneficiary Annuity, the payment of the Death
Benefit must be distributed:

. as a lump sum payment; or

. as a series of required distributions under the Beneficiary Continuation
Option as described below in the section entitled "Beneficiary
Continuation Option,", unless you have made an election prior to Death
Benefit proceeds becoming due

Alternative Death Benefit Payment Options - Annuities Held by Tax-Favored Plans

The Code provides for alternative death benefit payment options when an Annuity
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
Annuity and receive Required Minimum Distributions under the Annuity 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 31st of the year including the
five year anniversary of the date of death, or as periodic payments not
extending beyond the life expectancy of the designated Beneficiary
(provided such payments begin by December 31st 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 expectancy of your
spouse with such payments beginning no later than December 31st of the
year following the year of death or December 31st of the year in which
you would have reached age 70 1/2, whichever is later. Additionally, if
the Death Benefit is payable to (or for the benefit of) your surviving
spouse, that portion of the Annuity may be continued with your spouse as
the owner. If your Beneficiary elects to receive full distribution by
December 31st of the year including the five year anniversary of the
date of death, 2009 shall not be included in the five year requirement
period. This effectively extends this period to December 31st of the
year including the six year anniversary date of death.

. 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 Annuities 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 Annuity is deemed to have no designated
Beneficiary. For this distribution requirement also, 2009 shall not be
included in the five year requirement period.

. 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 Annuities 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 Annuity
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 Required 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 under the
sections entitled "Payment of Death Benefits" and "Alternative Death Benefit
Payment Options - Annuities Held by Tax-Favored Plans." This "Beneficiary
Continuation Option" is described below and is available for both qualified
Annuities (i.e. annuities sold to an IRA, Roth IRA, SEP IRA, or 403(b)),
Beneficiary Annuities and non-qualified Annuities. This option is different
from the "Beneficiary Annuity", because the Beneficiary Continuation Option is
a death benefit payout option used explicitly for annuities issued by a
Prudential affiliate . Under the Beneficiary Continuation Option:

. The Beneficiary must apply at least $15,000 to the Beneficiary
Continuation Option (thus, the Death Benefit amount payable to each
beneficiary must be at least $15,000).

. The Annuity will be continued in the Owner's name, for the benefit of
the Beneficiary.

. Beginning on the date we receive an election by the Beneficiary to take
the Death Benefit in a form other than a lump sum, 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.

. Beginning on the date we receive an election by the Beneficiary to take
the Death Benefit in a form other than a lump sum, the Beneficiary will
incur an annual maintenance fee equal to the lesser of $30 or 2% of
Account Value. The fee will only apply if the Account 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 Account Value will be equal to any Death Benefit (including
any optional Death Benefit) that would have been payable to the
Beneficiary if the Beneficiary 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 Annuity. Multiple
deaths cannot be combined in a single Beneficiary Continuation Option.

. 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
Account Value at any time, 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 Account Value will be
paid in a lump sum to the person(s) named by the Beneficiary
(successor), unless the successor chooses to continue receiving payments
through a Beneficiary Continuation Option established for the successor.
However, the distributions will continue to be based on the Key Life of
the Beneficiary Continuation Option the successor received the death
benefit proceeds from.

We may pay compensation to the broker-dealer of record on the Annuity 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.

VALUING YOUR INVESTMENT

VALUING THE SUB-ACCOUNTS

When you allocate Account Value to a Sub-account, you are purchasing units of
the Sub-account. Each Sub-account invests exclusively in shares of an
underlying Portfolio. The value of the Units fluctuates with the market
fluctuations of the Portfolios. The value of the Units also reflects the daily
accrual for the Insurance Charge, and if you elected one or more optional
benefits whose annualized charge is deducted daily, the additional charge for
such benefits.

Each Valuation Day, we determine the price for a Unit of each Sub-account,
called the "Unit Price." The Unit Price is used for determining the value of
transactions involving Units of the Sub-accounts. We determine the number of
Units involved in any transaction by dividing the dollar value of the
transaction by the Unit Price of the Sub-account as of the Valuation Day. There
may be several different Unit Prices for each Sub-account to reflect the
Insurance Charge and the charges for any optional benefits. The Unit Price for
the Units you purchase will be based on the total charges for the benefits that
apply to your Annuity. See the section below entitled "Termination of Optional
Benefits" for a detailed discussion of how Units are purchased and redeemed to
reflect changes in the daily charges that apply to your Annuity.

Example

Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
Sub-account. Assume that later, you wish to transfer $3,000 of your Account
Value out of that Sub-account and into another Sub-account. On the Valuation
Day you request the transfer, the Unit Price of the original Sub-account has
increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
Price of $17.83. You would then have 168.255 Units of the new Sub-account.

PROCESSING AND VALUING TRANSACTIONS

Pruco Life of New Jersey is generally open to process financial transactions on
those days that the New York Stock Exchange (NYSE) is open for trading. There
may be circumstances where the NYSE does not open on a regularly scheduled date
or time or closes at an earlier time than scheduled (normally 4:00 p.m. EST).
Generally, financial transactions requested before the close of the NYSE which
meet our requirements will be processed according to the value next determined
following the close of business. Financial transactions requested on a
non-business day or after the close of the NYSE will be processed based on the
value next computed on the next Valuation Day. There may be circumstances when
the opening or closing time of the NYSE is different than other major stock
exchanges, such as NASDAQ or the American Stock Exchange. Under such
circumstances, the closing time of the NYSE will be used when valuing and
processing transactions.

There may be circumstances where the NYSE is open, however, due to inclement
weather, natural disaster or other circumstances beyond our control, our
offices may be closed or our business processing capabilities may be
restricted. Under those circumstances, your Account Value may fluctuate based
on changes in the Unit Values, but you may not be able to transfer Account
Value, or make a purchase or redemption request. The NYSE is closed on the
following nationally recognized holidays: New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving, and Christmas. On those dates, we will not

process any financial transactions involving purchase or redemption orders.
Pruco Life of New Jersey will also not process financial transactions involving
purchase or redemption orders or transfers on any day that:

.. trading on the NYSE is restricted;

.. an emergency, as determined by the SEC, exists making redemption or
valuation of securities held in the separate account impractical; or

.. the SEC, by order, permits the suspension or postponement for the
protection of security holders.

We have arrangements with certain selling firms, under which receipt by the
firm in good order prior to our cut-off time on a given Valuation Day is
treated as receipt by us on that Valuation Day for pricing purposes. Currently,
we have such an arrangement with Citigroup Global Markets Inc. ("CGM"). We
extend this pricing treatment to orders that you submit directly through CGM
and to certain orders submitted through Morgan Stanley Smith Barney LLC
("MSSB") where CGM serves as clearing firm for MSSB. Your MSSB registered
representative can tell you whether your order will be cleared through CGM. In
addition, we currently have an arrangement with Merrill, Lynch, Pierce,
Fenner & Smith, Inc. ("Merrill Lynch") under which transfer orders between
Sub-accounts that are received in good order by Merrill Lynch prior to the NYSE
close on a given Valuation Day will be priced by us as of that Valuation Day.
The arrangements with CGM, MSSB, and Merrill Lynch may be terminated or
modified in certain circumstances.

Initial Purchase Payments: We are required to allocate your initial Purchase
Payment to the Sub-accounts within two (2) Valuation Days after we receive all
of our requirements at our office to issue an Annuity. If we do not have all
the required information to allow us to issue your Annuity, we may retain the
Purchase Payment while we try to reach you or your representative to obtain all
of our requirements. If we are unable to obtain all of our required information
within five (5) Valuation Days, we are required to return the Purchase Payment
to you at that time, unless you specifically consent to our retaining the
Purchase Payment while we gather the required information. Once we obtain the
required information, we will invest the Purchase Payment (and any associated
Purchase Credit with respect to the X Series) and issue an Annuity within two
(2) Valuation Days. 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.

Additional Purchase Payments: We will apply any additional Purchase Payments
(and any associated Purchase Credit with respect to the X Series) on the
Valuation Day that we receive the Purchase Payment at our Service Office in
Good Order.

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)/72(q) of the Code,
and annuity payments. Scheduled transactions are processed and valued as of the
date they are scheduled, unless the scheduled day is not a Valuation Day. In
that case, the transaction will be processed and valued on the next Valuation
Day, unless (with respect to required Minimum Distributions, substantially
equal periodic payments under Section 72(t)/72(q) of the Code, and annuity
payments only), the next Valuation Day falls in the subsequent calendar year,
in which case the transaction will be processed and valued on the prior
Valuation Day.

Unscheduled Transactions: "Unscheduled" transactions include any other
non-scheduled transfers and requests for Partial Withdrawals or Free
Withdrawals or Surrenders. With respect to certain written requests to withdraw
Account Value, we may seek to verify the requesting Owner's signature.
Specifically, we reserve the right to perform a signature verification for
(a) any withdrawal exceeding a certain dollar amount and (b) a withdrawal
exceeding a certain dollar amount if the payee is someone other than the Owner.
In addition, we will not honor a withdrawal request in which the requested
payee is the Financial Professional or agent of record. We reserve the right to
request a signature guarantee with respect to a written withdrawal request. If
we do perform a signature verification, we will pay the withdrawal proceeds
within 7 days after the withdrawal request was received by us in Good Order,
and will process the transaction in accordance with the discussion in "
Processing And Valuing Transactions"

Medically-related Surrenders & Death Benefits: Medically-related surrender
requests and Death Benefit claims require our review and evaluation before
processing. We price such transactions as of the date we receive at our Service
Office in Good Order all supporting documentation we require for such
transactions.

We are generally required by law to pay any surrender request or death benefit
claims from the Separate Account within 7 days of our receipt of your request
in Good Order.

Termination of Optional Benefits: If any optional benefit terminates, we will
no longer deduct the charge we apply to purchase the optional benefit. Certain
optional benefits may be added after you have purchased your Annuity. On the
date a charge no longer applies or a charge for an optional benefit begins to
be deducted, your Annuity will become subject to a different charge.

TAX CONSIDERATIONS

The tax considerations associated with an Annuity vary depending on whether the
contract is (i) owned by an individual or non-natural person, and not
associated with a tax-favored retirement plan, 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 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. Cost basis for a tax-favored retirement
plan is provided only in limited circumstances, such as for contributions to a
Roth IRA or nondeductible IRA contributions. The discussion includes a
description of certain spousal rights under the contract, and 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). Depending on the state in which your annuity is issued, we may
offer certain spousal benefits to civil union couples or same-sex marriages.
You should be aware, however, that federal tax law does not recognize civil
unions or same-sex marriages. Therefore, we cannot permit a civil union partner
or same-sex spouse to continue the annuity upon the death of the first partner
within the meaning of the federal tax law. This limits the benefits afforded a
civil union partner or same-sex spouse under the annuity's "spousal
continuance" provision. Civil union couples and same-sex marriage spouses
should consider that limitation before selecting a spousal benefit under the
annuity.

The discussion below generally assumes that the Annuity Contract is issued to
the Contract Owner. For Annuity Contracts issued under the Beneficiary
Continuation Option or as a Beneficiary Annuity, refer to the Taxes Payable by
Beneficiaries for Nonqualified Annuity Contracts and Required Distributions
Upon Your Death for Qualified Annuity Contracts in this Tax Considerations
section.

NONQUALIFIED ANNUITY CONTRACTS

In general, as used in this prospectus, a Nonqualified Annuity is owned by an
individual or non-natural person and is not associated with a tax-favored
retirement plan.

Taxes Payable by You We believe the Annuity 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 should be
treated for federal income tax purposes as a partial withdrawal from the
contract. If this were the case, the charge for this benefit 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.

You must commence annuity payments no later than the first day of the calendar
month next following the maximum Annuity date for your Contract. For some of
our contracts, you are able to choose to defer the Annuity Date beyond the
default Annuity date described in your Contract. However, the IRS may not then
consider your contract to be an annuity under the tax law.

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 optional living benefits 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. If you transfer your contract for
less than full consideration, such as by gift, you will also 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.

If you choose to receive payments under an interest payment option, or a
beneficiary chooses to receive a death benefit under an interest payment
option, that election will be treated, for tax purposes, as surrendering your
Annuity and will immediately subject any gain in the contract to income tax.

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.

Please refer to your Annuity contract for the maximum Annuity Date.

Tax Penalty for Early Withdrawal from a Nonqualified Annuity Contract You may
owe a 10% tax penalty on the taxable part of distributions received from your
Nonqualified Annuity contract 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;

. generally 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 and modification of payments during that time
period will 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).

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

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, including tax-free exchanges of annuity death benefits for a
Beneficiary Annuity. 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. In Revenue Procedure 2008-24, the IRS has indicated that
where there is a surrender or distribution from either the initial annuity
contract or receiving annuity contract within 12 months of the date on which
the partial exchange was completed, the transfer will retroactively be treated
as a taxable distribution from the initial annuity contract and a contribution
to the receiving annuity contract. Tax free exchange treatment will be retained
if the subsequent surrender or distribution would be eligible for an exception
to the 10% federal income tax penalty, other than the exceptions for
substantially equal periodic payments or distributions under an immediate
annuity. 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.

If an 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. Generally, such
pre-August 14, 1982 withdrawals are treated as a recovery of your investment in
the contract first until Purchase Payments made before August 14, 1982 are
withdrawn. Moreover, any income allocable to Purchase Payments made before
August 14, 1982, is not subject to the 10% tax penalty.

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 in the Annuity Qualification
section. Tax consequences to the beneficiary vary depending upon the Death
Benefit payment option selected. Generally, for payment of the Death Benefit

. As a lump sum payment: the beneficiary is taxed on gain in the contract.

. Within 5 years of death of owner: the beneficiary is taxed as amounts
are withdrawn (in this case gain is treated as being distributed first).

. Under an annuity or annuity settlement option with distribution
beginning within one year of the date of death of the owner: the
beneficiary is taxed on each payment (part will be treated as gain and
part as return of Purchase Payments).

Considerations for Contingent Annuitants: We may allow the naming of a
contingent annuitant when a Nonqualified Annuity contract is held by a pension
plan or a tax favored retirement plan. In such a situation, the Annuity may no
longer qualify for tax deferral where the Annuity contract continues after the
death of the Annuitant.

Reporting and Withholding on Distributions Taxable amounts distributed from an
Annuity 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 (3) exemptions unless you designate a different
withholding status. If no U.S. taxpayer identification number is provided, we
will automatically withhold using single with zero exemptions as the default.
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 discussion
below regarding withholding rules for a Qualified Annuity.

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 generally be subject to
the tax reporting and withholding requirements for a

Nonqualified Annuity.

Where a contract is structured so that it is owned by a grantor trust but the
annuitant is not the grantor, then the contract is required to terminate upon
the death of the grantor if the grantor pre-deceases the annuitant under
Section 72(s) of the Code. Under this circumstance, the contract value will be
paid out to the beneficiary and it is not eligible for the death benefit
provided under the contract.

Annuity Qualification

Diversification And Investor Control. In order to qualify for the tax rules
applicable to annuity contracts described above, the assets underlying the
Sub-accounts of an Annuity 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 Annuity 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 might have on transfers between the investment options
offered pursuant to this prospectus. We reserve the right to take any action,
including modifications to your Annuity 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 Nonqualified Annuity Contracts. 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. 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 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 Annuity 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. For Nonqualified annuity contracts owned by a non-natural
person, the required distribution rules apply upon the death of the annuitant.
This means that for a contract held by a non-natural person (such as a trust)
for which there is named a co-annuitant, then such required distributions will
be triggered by the death of the first co-annuitants to die.

Changes In Your Annuity. We reserve the right to make any changes we deem
necessary to assure that your Annuity 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.

Qualified Annuity Contracts

In general, as used in this prospectus, a Qualified Annuity is an Annuity
contract with applicable endorsements for a tax-favored plan or a Nonqualified
Annuity contract held by a tax-favored retirement plan.

The following is a general discussion of the tax considerations for Qualified
Annuity contracts. This Annuity may or may not be available for all types of
the tax-favored retirement plans discussed below. This discussion assumes that
you have satisfied the eligibility requirements for any tax-favored retirement
plan. Please consult your Financial Professional prior to purchase to confirm
if this contract is available for a particular type of tax-favored retirement
plan or whether we will accept the type of contribution you intend for this
contract.

A Qualified annuity may typically be purchased for use in connection with:

.. Individual retirement accounts and annuities (IRAs), including inherited
IRAs (which we refer to as a Beneficiary IRA), which are subject to
Sections 408(a) and 408(b) of the Code;

.. Roth IRAs, including inherited Roth IRAs (which we refer to as a
Beneficiary Roth IRA) under Section 408A of the Code;

.. A corporate Pension or Profit-sharing plan (subject to 401(a) of the Code);

.. H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the Code)

.. Tax Sheltered Annuities (subject to 403(b) of the Code, also known as Tax
Deferred Annuities or TDAs);

.. Section 457 plans (subject to 457 of the Code).

A Nonqualified annuity may also be purchased by a 401(a) trust or custodial IRA
or Roth IRA account, or a Section 457 plan, which can hold other permissible
assets. The terms and administration of the trust or custodial account or plan
in accordance with the laws and regulations for 401(a) plans, IRAs or Roth
IRAs, or a Section 457 plan, as applicable, are the responsibility of the
applicable trustee or custodian.

You should be aware that tax favored plans such as IRAs generally provide
income 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 benefits (such as income tax
deferral and income tax free transfers).

Types of Tax-favored Plans

IRAs. If you buy an Annuity for use as an IRA, we will provide you a copy of
the prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA
Disclosure Statement" which accompany the prospectus contain 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 Annuity by notifying us in
writing, and we will refund all of the Purchase Payments under the Annuity (or,
if provided by applicable state law, the amount credited under the Annuity, if
greater), less any applicable federal and state income tax withholding.

Contributions Limits/Rollovers. Subject to the minimum Purchase Payment
requirements of an Annuity, you may purchase an Annuity for an IRA in
connection with a "rollover" of amounts from a qualified retirement plan, as a
transfer from another IRA, by making a single contribution consisting of your
IRA contributions and catch-up contributions, if applicable, attributable to
the prior year and the current year during the period from January 1 to
April 15, or as a current year contribution. In 2009 the contribution limit is
$5,000. The contribution amount is 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
catch-up amount is not indexed for inflation.

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 an Annuity, you can make regular IRA
contributions under the Annuity (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 or TDA into another Section 401(a) plan or TDA. In
some circumstances, non-spouse beneficiaries may directly roll over to an IRA
amounts due from qualified plans, 403(b) plans, and governmental 457(b) plans.

The rollover rules applicable to non-spouse beneficiaries under the Code are
more restrictive than the rollover rules applicable to owner/participants and
spouse beneficiaries. Generally, non-spouse beneficiaries may roll over
distributions from tax favored retirement plans only as a direct rollover, and
if permitted by the plan. Under the Worker, Retiree and Employer Recovery Act
of 2008, employer retirement plans are required to permit non-spouse
beneficiaries to roll over funds to an inherited IRA for plan years beginning
after December 31, 2009. An inherited IRA must be directly rolled over from the
employer plan or IRA and must be titled in the name of the deceased (i.e., John
Doe deceased for the benefit of Jane Doe). No additional contributions can be
made to an inherited IRA. In this prospectus, an inherited IRA is also referred
to as a Beneficiary Annuity.

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;

.. 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" rules
described below.

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 regarding a Nonqualified Annuity. In addition to this normal
tax liability, you may also be liable for the following, depending on your
actions:

.. A 10% early withdrawal penalty described below;

.. Liability for "prohibited transactions" if you, for example, borrow against
the value of an IRA; or

.. Failure to take a required minimum distribution, also described below.

SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP
must satisfy the same general requirements described under IRAs (above). There
are, however, some differences:

.. If you participate in a SEP, you generally do not include in income any
employer contributions made to the SEP on your behalf up to the lesser of
(a) $49,000 in 2009 ($46,000 in 2008) or (b) 25% of your taxable
compensation paid by the contributing employer (not including the
employer's SEP contribution as compensation for these purposes). However,
for these purposes, compensation in excess of certain limits established by
the IRS will not be considered. In 2009, this limit is $245,000 ($230,000
for 2008);

.. SEPs must satisfy certain participation and nondiscrimination requirements
not generally applicable to IRAs; and

.. SEPs that contain a salary reduction or "SARSEP" provision prior to 1997
may permit salary deferrals up to $16,500 in 2009 with the employer making
these contributions to the SEP. However, no new "salary reduction" or
"SARSEPs" can be established after 1996. Individuals participating in a
SARSEP who are age 50 or above by the end of the year will be permitted to
contribute an additional $5,500 in 2009. These amounts are indexed for
inflation. These Annuities are not available for SARSEPs. You will also be
provided the same information, and have the same "free look" period, as you
would have if you purchased the contract for a standard IRA.

ROTH IRAs. The "Roth IRA Disclosure Statement" contains information about
eligibility, contribution limits, tax particulars and other Roth IRA
information. 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.

.. 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.

Subject to the minimum Purchase Payment requirements of an Annuity, if you meet
certain income limitations you may purchase an Annuity for a Roth IRA in
connection with a "rollover" of amounts of another traditional IRA, conduit
IRA, SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of
your Roth IRA contributions and catch-up contributions, if applicable,
attributable to the prior year and the current year during the period from
January 1 to April 15 of the current year, or with a current contribution. 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 an
employer sponsored retirement plan under sections 401(a) or 403(b) of the Code
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 an Annuity has been purchased, regular Roth
IRA contributions will be accepted to the extent permitted by law. In addition,
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 contributions to a
Roth IRA. Until 2010, participants with an adjusted gross income greater than
$100,000 are not permitted to roll over funds from an employer plan, other than
a Roth 401(k) or Roth 403(b) distribution, to a Roth IRA.

Non-spouse beneficiaries receiving a distribution from an employer sponsored
retirement plan under sections 401(a) or 403(b) of the Code can also directly
roll over contributions to a Roth IRA, subject to the same income limits.
However, it is our understanding of the Code that non-spouse beneficiaries
cannot "rollover" benefits from a traditional IRA to a Roth IRA.

TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are an employee
of a tax-exempt organization (as defined under Code Section 501(c)(3)) or a
public educational organization, and you may make contributions to a TDA so
long as your employer maintains such a plan and your rights to the annuity are
nonforfeitable. Contributions to a TDA, and any earnings, are not taxable until
distribution. You may also make contributions to a TDA under a salary reduction
agreement, generally up to a maximum of $16,500 in 2009. Individuals
participating in a TDA who are age 50 or above by the end of the year will be
permitted to contribute an additional $5,500 in 2009. This amount is indexed
for inflation. Further, you may roll over TDA amounts to another TDA or an IRA.
You may also roll over TDA amounts to a qualified retirement plan, a SEP and a
457 government plan. A contract may generally only qualify as a TDA if
distributions of salary deferrals (other than "grandfathered" amounts held as
of December 31, 1988) may be made only on account of:

.. Your attainment of age 59 1/2;

.. Your severance of employment;

.. Your death;

.. Your total and permanent disability; or

.. Hardship (under limited circumstances, and only related to salary
deferrals, not including earnings attributable to these amounts).

In any event, you must begin receiving distributions from your TDA by April 1st
of the calendar year after the calendar year you turn age 70 1/2 or retire,
whichever is later. These distribution limits do not apply either to transfers
or exchanges of investments under the contract, or to any "direct transfer" of
your interest in the contract to another employer's TDA plan or mutual fund
"custodial account" described under Code Section 403(b)(7). Employer
contributions to TDAs are subject to the same general contribution,
nondiscrimination, and minimum participation rules applicable to "qualified"
retirement plans.

Caution: Under recent IRS regulations we can accept contributions, transfers
and rollovers only if we have entered into an information-sharing agreement, or
its functional equivalent, with the applicable employer or its agent. In
addition, in order to comply with the regulations, we will only process certain
transactions (e.g, transfers, withdrawals, hardship distributions and, if
applicable, loans) with employer approval. This means that if you request one
of these transactions we will not consider your request to be in good order,
and will not therefore process the transaction, until we receive the employer's
approval in written or electronic form.

Required Minimum Distributions and Payment Options If you hold the contract
under an IRA (or other tax-favored plan), required minimum distribution rules
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. For a TDA or a 401(a) plan for which the participant is not a
greater than 5% 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 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 at 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 required minimum distribution not made in a timely manner. Required
minimum distributions are calculated based on the sum of the Account 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
Account Value only, which may in turn result in an earlier (but not before the
required beginning date) distribution of amounts under the Annuity and an
increased amount of taxable income distributed to the Annuity owner, and a
reduction of death benefits and the benefits of any optional riders.

You can use the Minimum Distribution option to satisfy the required minimum
distribution rules for an Annuity without either beginning annuity payments or
surrendering the Annuity. We will distribute to you the required minimum
distribution amount, less any other partial withdrawals that you made during
the year. Such amount will be based on the value of the contract as of
December 31 of the prior year, but is determined without regard to other
contracts you may own. If you have previously elected the Minimum Distribution
Option to satisfy your required minimum distributions, we will continue to make
such distributions to you in 2009 based on this methodology, unless you tell us
not to make a 2009 distribution.

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. If you inherit more than one IRA or more than one Roth IRA from the same
owner, similar rules apply.

Required Distributions Upon Your Death for Qualified Annuity Contracts

Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored
plan, 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 that beneficiary is your surviving spouse.

.. If you die after a designated beneficiary has been named, the death benefit
must be distributed by December 31st 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 31st 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 31st of the year
following the year of death or December 31st 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. A designated
beneficiary may elect to apply the rules for no designated beneficiary if
those would provide a smaller payment requirement. For this distribution
requirement also, 2009 shall not be included in the five year requirement
period.

.. 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 designated beneficiary may elect to apply the
rules for no designated beneficiary if those would provide a smaller
payment requirement. A beneficiary has the flexibility to take out more
each year than mandated under the required minimum distribution rules.

Until withdrawn, amounts in a Qualified Annuity contract continue to be tax
deferred. Amounts withdrawn each year, including amounts that are required to
be withdrawn under the required 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.

Tax Penalty for Early Withdrawals from Qualified Annuity Contracts You may owe
a 10% tax penalty on the taxable part of distributions received from an IRA,
SEP, Roth IRA, TDA or qualified retirement plan 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

.. generally 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 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

We will withhold federal income tax at the rate of 20% for any eligible
rollover distribution paid by us to or for a plan participant, unless such
distribution is "directly" rolled over into another qualified plan, IRA
(including the IRA variations described above), SEP, 457 government plan or
TDA. An eligible rollover distribution is defined under the tax law as a
distribution from an employer plan under 401(a), a TDA or a 457 governmental
plan, excluding any distribution that is part of a series of substantially
equal payments (at least annually) made over the life expectancy of the
employee or the joint life expectancies of the employee and his designated
beneficiary, any distribution made for a specified period of 10 years or more,
any distribution that is a required minimum distribution and any hardship
distribution. Regulations also specify certain other items which are not
considered eligible rollover distributions. For all other distributions, 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 3
exemptions

. If no U.S. taxpayer identification number is provided, we will
automatically withhold using single with zero exemptions as the default;
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. There may be additional state income tax
withholding requirements.

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 in the applicable sections of this prospectus.
Information about sales representatives and commissions may be found in the
sections of this prospectus addressing distribution of the Annuities.

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.

Spousal Consent Rules for Retirement Plans - Qualified Contracts If you are
married at the time your payments commence, you may be required by federal law
to choose an income option that provides survivor annuity income to your
spouse, unless your spouse waives that right. Similarly, if you are married at
the time of your death, federal law may require all or a portion of the Death
Benefit to be paid to your spouse, even if you designated someone else as your
beneficiary. A brief explanation of the applicable rules follows. For more
information, consult the terms of your retirement arrangement.

Defined Benefit Plans and Money Purchase Pension Plans.

If you are married at the time your payments commence, federal law requires
that benefits be paid to you in the form of a "qualified joint and survivor
annuity" (QJSA), unless you and your spouse waive that right, in writing.
Generally, this means that you will receive a reduced payment during your life
and, upon your death, your spouse will receive at least one-half of what you
were receiving for life. You may elect to receive another income option if your
spouse consents to the election and waives his or her right to receive the
QJSA. If your spouse consents to the alternative form of payment, your spouse
may not receive any benefits from the plan upon your death. Federal law also
requires that the plan pay a Death Benefit to your spouse if you are married
and die before you begin receiving your

benefit. This benefit must be available in the form of an annuity for your
spouse's lifetime and is called a "qualified pre-retirement survivor annuity"
(QPSA). If the plan pays Death Benefits to other beneficiaries, you may elect
to have a beneficiary other than your spouse receive the Death Benefit, but
only if your spouse consents to the election and waives his or her right to
receive the QPSA. If your spouse consents to the alternate beneficiary, your
spouse will receive no benefits from the plan upon your death. Any QPSA waiver
prior to your attaining age 35 will become null and void on the first day of
the calendar year in which you attain age 35, if still employed.

Defined Contribution Plans (including 401(k) Plans and ERISA 403(b) Annuities).
Spousal consent to a distribution is generally not required. Upon your death,
your spouse will receive the entire Death Benefit, even if you designated
someone else as your beneficiary, unless your spouse consents in writing to
waive this right. Also, if you are married and elect an annuity as a periodic
income option, federal law requires that you receive a QJSA (as described
above), unless you and your spouse consent to waive this right.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans.

Spousal consent to a distribution usually is not required. Upon your death, any
Death Benefit will be paid to your designated beneficiary.

Additional Information

For additional information about federal tax law requirements applicable to
IRAs and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
Statement, as applicable.

Gifts and Generation-skipping Transfers

If you transfer your contract to another person for less than adequate
consideration, there may be gift tax consequences in addition to income tax
consequences. Also, if you transfer your contract to a person two or more
generations younger than you (such as a grandchild or grandniece) or to a
person that is more than 37 1/2 years younger than you, there may be
generation-skipping transfer tax consequences.

Company Income Taxes

We will pay company income taxes on the taxable corporate earnings created by
this Annuity. 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 Annuity. We will periodically review the issue of charging for
these taxes.

In calculating our corporate income tax liability, we may 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. 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.

OTHER INFORMATION

PRUCO LIFE OF NEW JERSEY AND THE SEPARATE ACCOUNT

Pruco Life of New Jersey. Pruco Life Insurance Company of New Jersey (Pruco
Life of New Jersey) is a stock life insurance organized in 1982 under the laws
of the State of New Jersey. It is licensed to sell life insurance and annuities
in New Jersey and New York, and accordingly is subject to the laws of each of
those states. Pruco Life of New Jersey is an indirect wholly-owned subsidiary
of The Prudential Insurance Company of America (Prudential), a New Jersey stock
life insurance company doing business since 1875. Prudential is an indirect
wholly-owned subsidiary of Prudential Financial, Inc. (Prudential Financial), a
New Jersey insurance holding company. As Pruco Life of New Jersey's ultimate
parent, Prudential Financial exercises significant influence over the
operations and capital structure of Pruco Life of New Jersey and Prudential.
However, neither Prudential Financial, Prudential, nor any other related
company has any legal responsibility to pay amounts that Pruco Life of New
Jersey may owe under the contract.

Pruco Life of New Jersey incorporates by reference into the prospectus its
latest annual report on Form 10-K filed pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (Exchange Act) since the
end of the fiscal year covered by its latest annual report. In addition, all
documents subsequently filed by Pruco Life of New Jersey pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act also are incorporated into the
prospectus by reference. Pruco Life of New Jersey will provide to each person,
including any beneficial owner, to whom a prospectus is delivered, a copy of
any or all of the information that has been incorporated by reference into the
prospectus but not delivered with the prospectus. Such information will be
provided upon written or oral request at no cost to the requester by writing to
Pruco Life Insurance Company of New Jersey, One Corporate Drive, Shelton, CT
06484 or by calling 800-752-6342. Pruco Life of New Jersey files periodic
reports as required under the Exchange Act. The public may read and copy any
materials that Pruco Life of New Jersey files with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC

maintains an Internet site that contains reports, proxy, and information
statements, and other information regarding issuers that file electronically
with the SEC (see http://www.sec.gov). Our internet address is
http://www.prudentialannuities.com.

Pruco Life of New Jersey conducts the bulk of its operations through staff
employed by it or by affiliated companies within the Prudential Financial
family. Certain discrete functions have been delegated to non-affiliates that
could be deemed "service providers" under the Investment Company Act of 1940.
The entities engaged by Pruco Life of New Jersey may change over time. As of
December 31, 2008, non-affiliated entities that could be deemed service
providers to Pruco Life of New Jersey and/or another insurer within the
Prudential Annuities business unit consisted of the following: Alliance-One
Services Inc. (administration of variable life policies) located at 55 Hartland
Street East Hartford CT 06108, Ascensus (qualified plan administrator) located
at 200 Dryden Road, Dresher, PA 19025, Blue Frog Solutions, Inc. (order entry
systems provider) located at 555 SW 12th Ave, Suite 202 Pompano Beach, FL
33069, Broadridge Investor Communication Solutions, Inc. (proxy tabulation
services), 51 Mercedes Way, Edgewood, NY 11717, EBIX Inc. (order-entry system)
located at 5 Concourse Parkway Suite 3200 Atlanta, GA 30328, Diversified
Information Technologies Inc. (records management) located at 123 Wyoming
Avenue Scranton, PA 18503, Fosdick Fulfillment Corp. (fulfillment of
prospectuses and marketing materials) located at 26 Barnes Industrial Park Road
North Wallingford, CT 06492, Insurance Technologies (annuity illustrations)
located at 38120 Amrhein Ave., Livonia, MI 48150, Lason Systems Inc. (contract
printing and mailing) located at 1305 Stephenson Highway Troy, MI 48083,
Morningstar Associates LLC (asset allocation recommendations) located at 225
West Wacker Drive Chicago, IL 60606, Pershing LLC (order-entry systems
provider) located at One Pershing Plaza Jersey City, NJ 07399, Personix
(printing and fulfillment of confirmations and client statements) located at
13100 North Promenade Boulevard Stafford, TX 77477, RR Donnelley Receivables
Inc. (printing annual reports and prospectuses) located at 111 South Wacker
Drive Chicago, IL 60606-4301, Stanton Group (qualified plan administrator)
located at Two Pine Tree Drive Suite 400 Arden Hills, MN 55112 Attention:
Alerus Retirement Solutions, State Street (accumulation unit value
calculations) located at State Street Financial Center One Lincoln Street
Boston, Massachusetts 02111, The Harty Press, Inc. (printing and fulfillment of
marketing materials) located at 25 James Street New Haven, CT 06513, VG Reed &
Sons Inc. (printing and fulfillment of annual reports) located at 1002 South
12th Street Louisville, KY 40210, William B. Meyer (printing and fulfillment of
prospectuses and marketing materials) located at 255 Long Beach Boulevard
Stratford, CT 06615.

The Separate Account. We have established a separate account, the Pruco Life of
New Jersey 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 New Jersey law on May 20, 1996, 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 of New Jersey 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 of New Jersey, including
its audited consolidated financial statements, is provided in the Statement of
Additional Information.

We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts
at our sole discretion. We may also close Sub-accounts to additional Purchase
Payments on existing Annuities or close Sub-accounts for Annuities purchased on
or after specified dates. We will first notify you and receive any necessary
SEC and/or state approval before making such a change. If an underlying mutual
fund is liquidated, we will ask you to reallocate any amount in the liquidated
fund. If you do not reallocate these amounts, we will reallocate such amounts
only in accordance with SEC pronouncements and only after obtaining an order
from the SEC, if required. We reserve the right to substitute underlying
portfolios, as allowed by applicable law. If we make a fund substitution or
change, we may change the Annuity contract to reflect the substitution or
change. We do not control the underlying mutual funds, so we cannot guarantee
that any of those funds will always be available.

If you are enrolled in a Dollar Cost Averaging, Asset Rebalancing, or
comparable programs while an underlying fund merger, substitution or
liquidation takes place, unless otherwise noted in any communication from us,
your Account Value invested in such underlying fund will be transferred
automatically to the designated surviving fund in the case of mergers, the
replacement fund in the case of substitutions, and an available Money Market
Fund in the case of fund liquidations. Your enrollment instructions will be
automatically updated to reflect the surviving fund, the replacement fund or a
Money Market Fund for any continued and future investments.

Service Fees Payable to Pruco Life of New Jersey

Pruco Life of New Jersey and/or our affiliates receive substantial and varying
administrative service payments, Rule 12b-1 fees, and "revenue sharing"
payments from certain underlying Portfolios or related parties. Rule 12b-1 fees
compensate our affiliated principal underwriter for distribution, marketing,
and/or servicing functions. Administrative services payments compensate us for
providing administrative services with respect to Annuity Owners invested
indirectly in the Portfolio, which include duties such as recordkeeping
shareholder services, and the mailing of periodic reports. We receive
administrative services fees with respect to both affiliated underlying
Portfolios and unaffiliated underlying Portfolios. The administrative services
fees we receive from affiliates originate from the assets of the affiliated
Portfolio itself and/or the assets of the Portfolio's investment advisor. In
recognition of the administrative services provided by the relevant affiliated
insurance companies, the investment advisors to certain affiliated Portfolios
also make "revenue

sharing" payments to such affiliated insurance companies. In any case, the
existence of these fees tends to increase the overall cost of investing in the
Portfolio. In addition, because these fees are paid to us, allocations you make
to these affiliated underlying Portfolios benefit us financially.

We collect these payments and fees under agreements between us and a
Portfolio's principal underwriter, transfer agent, investment advisor and/or
other entities related to the Portfolio.

The 12b-1 fees and administrative services fees that we receive may vary among
the different fund complexes that are part of our investment platform. Thus,
the fees we collect may be greater or smaller, based on the Portfolios that you
select. In addition, we may consider these payments and fees, among a number of
factors, when deciding to add or keep a Portfolio on the "menu" of Portfolios
that we offer through the Annuity.

Please see the table entitled "Underlying Mutual Fund Portfolio Annual
Expenses" for a listing of the Portfolios that pay a 12b-1 fee. With respect to
administrative services fees, the maximum fee that we receive is equal to
[____]% of the average assets allocated to the Portfolio(s) under the Annuity.
We expect to make a profit on these fees.

In addition, an investment advisor, sub-advisor 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 Annuity. 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 advisor, sub-advisor, or distributor, the number of
participants and attendees at the meetings, the costs expected to be incurred,
and the level of the advisor's, sub-advisor's or distributor's participation.
These payments or reimbursements may not be offered by all advisors,
sub-advisors, or distributors, and the amounts of such payments may vary
between and among each advisor, sub-advisor, and distributor depending on their
respective participation.

During 2008, with regard to amounts that were paid under these kinds of
arrangements described immediately above, the amounts ranged from approximately
$750 to approximately $1,138,481. These amounts may have been paid to one or
more Prudential-affiliated insurers issuing individual variable annuities.

LEGAL STRUCTURE OF THE UNDERLYING FUNDS

Each underlying mutual fund is registered as an open-end management investment
company under the Investment Company Act. Shares of the underlying mutual fund
Portfolios are sold to separate accounts of life insurance companies offering
variable annuity and variable life insurance products. The shares may also be
sold directly to qualified pension and retirement plans.

Voting Rights

We are the legal owner of the shares of the underlying mutual funds in which
the Sub-accounts invest. However, under SEC rules, you have voting rights in
relation to Account Value maintained in the Sub-accounts. If an underlying
mutual fund portfolio requests a vote of shareholders, we will vote our shares
based on instructions received from Owners with Account Value allocated to that
Sub-account. Owners have the right to vote an amount equal to the number of
shares attributable to their contracts. If we do not receive voting
instructions in relation to certain shares, we will vote those shares in the
same manner and proportion as the shares for which we have received
instructions. 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 holders who actually vote will determine the ultimate outcome. We will
furnish those Owners who have Account Value allocated to a Sub-account whose
underlying mutual fund portfolio has requested a "proxy" vote with proxy
materials and the necessary forms to provide us with their voting instructions.
Generally, you will be asked to provide instructions for us to vote on matters
such as changes in a fundamental investment strategy, adoption of a new
investment advisory agreement, or matters relating to the structure of the
underlying mutual fund that require a vote of shareholders.

Advanced Series Trust (the "Trust") has obtained an exemption from the
Securities and Exchange Commission that permits its co-investment advisers, AST
Investment Services, Inc. and Prudential Investments LLC, subject to approval
by the Board of Trustees of the Trust, to change sub-advisors for a Portfolio
and to enter into new sub-advisory agreements, without obtaining shareholder
approval of the changes. This exemption (which is similar to exemptions granted
to other investment companies that are organized in a similar manner as the
Trust) is intended to facilitate the efficient supervision and management of
the sub-advisors by AST Investment Services,

Inc., Prudential Investments LLC and the Trustees. The Trust is required, under
the terms of the exemption, to provide certain information to shareholders
following these types of changes. We may add new Sub-accounts that invest in a
series of underlying funds other than the Trust. Such series of funds may have
a similar order from the SEC. You also should review the prospectuses for the
other underlying funds in which various Sub-accounts invest as to whether they
have obtained similar orders from the SEC.

Material Conflicts

It is possible that differences may occur between companies that offer shares
of an underlying mutual fund portfolio to their respective separate accounts
issuing variable annuities and/or variable life insurance products. Differences
may also occur surrounding the offering of an underlying mutual fund portfolio
to variable life insurance policies and variable annuity contracts that we
offer. Under certain circumstances, these differences could be considered
"material conflicts," in which case we would take necessary action to protect
persons with voting rights under our variable annuity contracts and variable
life insurance policies against persons with voting rights under other
insurance companies' variable insurance products. If a "material conflict" were
to arise between owners of variable annuity contracts and variable life
insurance policies issued by us we would take necessary action to treat such
persons equitably in resolving the conflict. "Material conflicts" could arise
due to differences in voting instructions between owners of variable life
insurance and variable annuity contracts of the same or different companies. We
monitor any potential conflicts that may exist.

Confirmations, Statements, and Reports

We send any statements and reports required by applicable law or regulation to
you at your last known address of record. You should therefore give us prompt
notice of any address change. We reserve the right, to the extent permitted by
law and subject to your prior consent, to provide any prospectus, prospectus
supplements, confirmations, statements and reports required by applicable law
or regulation to you through our Internet Website at www.prudential.com or any
other electronic means, including diskettes or CD ROMs. We send a confirmation
statement to you each time a transaction is made affecting Account Value, such
as making additional Purchase Payments, transfers, exchanges or withdrawals. We
also send quarterly statements detailing the activity affecting your Annuity
during the calendar quarter, if there have been transactions during the
quarter. We may confirm regularly scheduled transactions, including, but not
limited to the Annual Maintenance Fee, Systematic Withdrawals (including
72(t)/72(q) payments and Required Minimum Distributions), electronic funds
transfer, Dollar Cost Averaging, auto rebalancing, and the Custom Portfolios
Program in quarterly statements instead of confirming them immediately. You
should review the information in these statements carefully. You may request
additional reports. We reserve the right to charge $50 for each such additional
report, but may waive that charge in the future. We will also send an annual
report and a semi-annual report containing applicable financial statements for
the portfolios to Owners or, with your prior consent, make such documents
available electronically through our Internet Website or other electronic means.

DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE OF NEW JERSEY

Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
Prudential Annuities, Inc., is the distributor and principal underwriter of the
annuities offered through this prospectus. PAD acts as the distributor of a
number of annuity and life insurance products. PAD's principal business address
is One Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a
broker-dealer under the Securities Exchange Act of 1934 (Exchange Act), and is
a member of the Financial Industry Regulatory Authority (FINRA). Each Annuity
is offered on a continuous basis. PAD enters into distribution agreements with
broker/dealers who are registered under the Exchange Act and with entities that
may offer the Annuities but are exempt from registration (firms). Applications
for each Annuity are solicited by registered representatives of those firms.
Such representatives will also be our appointed insurance agents under state
insurance law. In addition, PAD may offer the Annuity directly to potential
purchasers.

Commissions are paid to firms on sales of the Annuity according to one or more
schedules. The registered 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
____% for the L Series, ____% for the X Series ____% for the B Series and
______ for the C Series. Alternative compensation schedules are available that
provide a lower initial commission plus ongoing annual compensation based on
all or a portion of Account Value. We may also provide compensation to the
distributing firm for providing ongoing service to you in relation to the
Annuity. Commissions and other compensation paid in relation to the Annuity do
not result in any additional charge to you or to the separate account.
Compensation varies by Annuity product, and such differing compensation could
be a factor in which Annuity a Financial Professional recommends to you.

In addition, in an effort to promote the sale of our products (which may
include the placement of Pruco Life of New Jersey and/or the Annuity on a
preferred or recommended company or product list and/or access to the firm's
registered representatives), we or PAD may enter into compensation arrangements
with certain broker/dealers 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 Annuity'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 Annuities; providing
a dedicated marketing coordinator; providing priority sales desk support; and
providing expedited marketing compliance approval and preferred programs to
PAD. We or PAD also may compensate third-party vendors, for services that such
vendors render to broker-dealer firms. To the extent permitted by the FINRA
rules and other applicable laws and regulations, PAD may pay or allow other
promotional incentives or payments in the forms 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. In addition, we or our
affiliates may provide such compensation, payments and/or incentives to firms
arising out of the marketing, sale and/or servicing of variable annuities or
life insurance offered by different Prudential business units.

The list below identifies three general types of payments that PAD pays which
are broadly defined as follows:

.. Percentage Payments based upon "Assets under Management" or "AUM": This
type of payment is a percentage payment that is based upon the total
assets, subject to certain criteria in certain Pruco Life of New Jersey
products.

.. Percentage Payments based upon sales: This type of payment is a percentage
payment that is based upon the total amount of money received as Purchase
Payments under Pruco Life of New Jersey annuity products sold through the
firm (or its affiliated broker-dealers).

.. Fixed Payments: These types of payments are made directly to or in
sponsorship of the firm (or its affiliated broker-dealers). Examples of
arrangements under which such payments may be made currently include, but
are not limited to: sponsorships, conferences (national, regional and top
producer), speaker fees, promotional items and reimbursements to firms for
marketing activities or services paid by the firms and/or their registered
representatives. The amount of these payments varies widely because some
payments may encompass only a single event, such as a conference, and
others have a much broader scope. In addition, we may make payments
periodically during the relationship for systems, operational and other
support.

The list below includes the names of the firms (or their affiliated
broker/dealers) that we are aware (as of December 31, 2008) received payment
with respect to Prudential Annuities' annuity business generally during 2008
(or as to which a payment amount was accrued during 2008). The firms listed
below include those receiving payments in connection with marketing of products
issued by Pruco Life Insurance Company and Pruco Life Insurance Company of New
Jersey. Your registered representative can provide you with more information
about the compensation arrangements that apply upon the sale of the contract.
During 2008, the least amount paid, and greatest amount paid, were $1,578 and
$1,376,472, respectively. The firms listed below are those that received
payments during 2008 with respect to Pruco Life and Pruco Life Insurance
Company of New Jersey Annuities. Each of these Annuities also is distributed by
other selling firms that previously were appointed only with our affiliate
Prudential Annuities Life Assurance Corporation ("PALAC"). Such other selling
firms may have received compensation similar to the types discussed above with
respect to their sale of PALAC annuities.

Name of Firm:

A.G. Edwards & Sons, Inc.
Advantage Capital
AIG Financial Advisors, Inc.
American General Securities
Citigroup Global Markets, Inc.
Financial Network Investment Corp.
FSC Securities Corp.
ING Financial Partners, Inc.
Merrill Lynch
Morgan Stanley & Co. Incorporated
Multi-Financial Securities Corp.
PrimeVest Financial Services, Inc.
Pruco Securities LLC
Raymond James & Associates, Inc.
Raymond James Financial Services
Royal Alliance Associates, Inc.
Stifel Nicolaus & Co., Inc.
UBS Financial Services, Inc.
Wachovia Securities, Inc.
Wells Fargo Advisors, LLC
Wells Fargo Investments, LLC

You should note that firms and individual registered representatives and branch
managers with some firms participating in one of these compensation
arrangements might receive greater compensation for selling the Annuities than
for selling a different annuity 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 PAD 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
Annuity.

On July 1, 2003, Prudential Financial combined its retail securities brokerage
and clearing operations with those of Wachovia Corporation ("Wachovia") and
formed Wachovia Securities, a joint venture currently headquartered in St.
Louis, Missouri. On October 1, 2007, Wachovia completed the acquisition of A.G.
Edwards, Inc. ("A.G. Edwards") and on January 1, 2008 contributed the retail
securities brokerage business of A.G. Edwards to the joint venture. Wachovia's
contribution of this business entitled Prudential Financial to elect a
"lookback" option (which Prudential Financial elected) permitting Prudential
Financial to delay for a period of two years ending on January 1, 2010, the
decision on whether or not to make payments to avoid or limit dilution of its
38% ownership interest in the joint venture or, alternatively, to "put" its
joint venture interests to Wachovia based on the appraised value of the joint
venture, excluding the A.G. Edwards business, as of January 1, 2008, the date
of the combination of the A.G. Edwards business with Wachovia Securities. On
October 3, 2008, Wachovia and Wells Fargo & Company ("Wells Fargo") announced
that they had entered into an Agreement and Plan of Merger, pursuant to which
Wachovia would be merged into Wells Fargo, which would succeed to Wachovia's
rights and obligations under the joint venture arrangements. As reported by
Wells Fargo, this merger was completed on December 31, 2008. Wachovia
Securities is now using the Wells Fargo Advisors name. On June 17, 2009,
Prudential Financial provided notice to Wells Fargo of its exercise of its
"lookback" option put rights. Under the terms of the joint venture agreements,
the Company expects that the closing of the put transaction will occur on or
about January 1, 2010.

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 benefits
offered by Wachovia Securities.

This Annuity is sold through firms that are unaffiliated with us, and also is
sold through an affiliated firm called Pruco Securities LLC. Pruco Securities,
LLC is an indirect wholly-owned subsidiary of Prudential Financial that sells
variable annuities and variable life insurance (among other products) through
its registered representatives. Pruco Securities LLC also serves as principal
underwriter of certain variable life insurance contracts issued by subsidiary
insurers of Prudential Financial.

FINANCIAL STATEMENTS

The financial statements of the Separate Account and Pruco Life of New Jersey
are included in the Statement of Additional Information.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

LEGAL PROCEEDINGS

Pruco Life of New Jersey is subject to legal and regulatory actions in the
ordinary course of its businesses, including class action lawsuits. Legal and
regulatory actions may include proceedings relating to aspects of the
businesses and operations that are specific to Pruco Life of New Jersey and
that are typical of the businesses in which Pruco Life of New Jersey 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 and policy servicing. Pruco Life of New
Jersey may also be subject to litigation arising out of its general business
activities, such as investments and third party contracts. In certain of these
matters, plaintiffs may seek large and/or indeterminate amounts, including
punitive or exemplary damages.

Commencing in 2003, Prudential Financial received formal requests for
information from the SEC and the New York Attorney General's Office ("NYAG")
relating to market timing in variable annuities by certain American Skandia
entities. In connection with these investigations, with the approval of
Skandia, an offer was made by American Skandia to the SEC and NYAG, to settle
these matters by paying restitution and a civil penalty of $95 million in the
aggregate. In April 2009, AST Investment Services, Inc., formerly named
American Skandia Investment Services, Inc. ("ASISI"), reached a resolution of
the previously disclosed investigations by the SEC and the NYAG into market
timing related misconduct involving certain variable annuities. The settlements
relate to conduct that generally occurred between January 1998 and September
2003. ASISI is an affiliate of Pruco Life of New Jersey and serves as
investment manager for certain investment options under Pruco Life of New
Jersey's variable life insurance and annuity products. Prudential Financial
acquired ASISI from Skandia Insurance Company Ltd. (publ) ("Skandia") in May
2003. Subsequent to the acquisition, Prudential Financial implemented controls,
procedures and measures designed to protect customers from the types of
activities involved in these

investigations. These settlements resolve the investigations by the above named
authorities into these matters, subject to the settlement terms. Under the
terms of the settlements, ASISI has paid a total of $34 million in disgorgement
and an additional $34 million as a civil money penalty. These amounts will be
paid into a Fair Fund administered by the SEC to compensate those harmed by the
market timing related activities. In the settlements, ASISI has agreed to
retain, at its ongoing cost and expense, the services of an Independent
Distribution consultant acceptable to the Staff of the SEC to develop a
proposed plan for the distribution of Fair Fund amounts according to a
methodology developed in consultation with and acceptable to the Staff. As part
of these settlements, ASISI has undertaken that by the end of 2009 it will
undergo a compliance review by an independent third party, who shall issue a
report of its findings and recommendations to ASISI's Board of Directors, the
Audit Committee of the Advanced Series Trust Board of Trustees and the Staff of
the SEC. In addition, ASISI has agreed, among other things, to continue to
cooperate with the SEC and NYAG in any litigation, ongoing investigations or
other proceedings relating to or arising from their investigations into these
matters. Under the terms of the purchase agreement pursuant to which Prudential
Financial acquired ASISI from Skandia, Prudential Financial was indemnified for
the costs of the settlements.

Pruco Life of New Jersey's litigation and regulatory matters are subject to
many uncertainties, and given their complexity and scope, their outcomes cannot
be predicted. It is possible that results of operations or cash flow of Pruco
Life of New Jersey in a particular quarterly or annual period could be
materially affected by an ultimate unfavorable resolution of pending litigation
and regulatory matters depending, in part, upon the results of operations or
cash flow for such period. In light of the unpredictability of Pruco Life of
New Jersey's litigation and regulatory matters, it is also possible that in
certain cases an ultimate unfavorable resolution of one or more pending
litigation or regulatory matters could have a material adverse effect on Pruco
Life of New Jersey's financial position. Management believes, however, that,
based on information currently known to it, the ultimate outcome of all pending
litigation and regulatory matters, after consideration of applicable reserves
and rights to indemnification, is not likely to have a material adverse effect
on Pruco Life of New Jersey's financial position.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

.. Company

.. Experts

.. Principal Underwriter

.. Allocation of Initial Purchase Payment

.. Determination of Accumulation Unit Values

Financial Statements

HOW TO CONTACT US

You can contact us by:

.. calling our Customer Service Team at 1-888-PRU-2888 during our normal
business hours,

.. writing to us via regular mail at Prudential Annuity Service Center, P.O.
Box 7960, Philadelphia, PA 19176. NOTE: Failure to send mail to the proper
address may result in a delay in our receiving and processing your request.

.. accessing information about your Annuity through our Internet Website at
www.prudential.com.

You can obtain account information by calling our automated response system and
at www.prudential.com, our Internet Website. Our Customer Service
representatives are also available during business hours to provide you with
information about your account. You can request certain transactions through
our telephone voice response system, our Internet Website or through a customer
service representative. You can provide authorization for a third party,
including your attorney-in-fact acting pursuant to a power of attorney, to
access your account information and perform certain transactions on your
account. You will need to complete a form provided by us which identifies those
transactions that you wish to authorize via telephonic and electronic means and
whether you wish to authorize a third party to perform any such transactions.
Please note that unless you tell us otherwise, we deem that all transactions
that are directed by your Financial Professional with respect to your Annuity
have been authorized by you. We require that you or your representative provide
proper identification before performing transactions over the telephone or
through our Internet Website. This may include a Personal Identification Number
(PIN) that will be provided to you upon issue of your Annuity or you may
establish or change your PIN by calling our automated response system and at
www.prudential.com, our Internet Website. Any third party that you authorize to
perform financial transactions on your account will be assigned a PIN for your
account.

Transactions requested via telephone are recorded. To the extent permitted by
law, we will not be responsible for any claims, loss, liability or expense in
connection with a transaction requested by telephone or other electronic means
if we acted on such transaction instructions after following reasonable
procedures to identify those persons authorized to perform transactions on your
Annuity using verification methods which may include a request for your Social
Security number, PIN or other form of electronic identification. We may be
liable for losses due to unauthorized or fraudulent instructions if we did not
follow such procedures.

Pruco Life of New Jersey does not guarantee access to telephonic, facsimile,
Internet or any other electronic information or that we will be able to accept
transaction instructions via such means at all times. Regular and/or express
mail will be the only means by which we will accept transaction instructions
when telephonic, facsimile, Internet or any other electronic means are
unavailable or delayed. Pruco Life of New Jersey reserves the right to limit,
restrict or terminate telephonic, facsimile, Internet or any other electronic
transaction privileges at any time.

APPENDIX A - ACCUMULATION UNIT VALUES

As we have indicated throughout this prospectus, each 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.

Because each Annuity is new, no historical unit values are depicted here.
However, such historical unit values will be set forth in subsequent amendments
to this prospectus.

A-1

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

Pruco Life Insurance Company offers several deferred variable annuity products.
Each annuity, (X, L, B, C Series), 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. Not all of these annuities may be available to you,
depending on your state of residence and/or the broker-dealer through which
your annuity was sold. You can verify which of these annuities is available to
you by speaking to your Financial Professional or calling 1-888-PRU-2888.

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 Purchase Payments 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 and the timing thereof;

.. Your investment objectives;

.. The guarantees optional benefits may provide

.. Your desire to minimize costs and/or maximize return associated with the
annuity.

You can compare the costs of the X-Series, L-Series, B-Series, and C-Series by
examining the section in this prospectus entitled "Summary of Contract Fees and
Charges". There are trade-offs associated with the costs and benefits provided
by each of the Series. Generally, shorter-term CDSC products such as the
C-Series and L-Series provide higher Surrender Value in short-duration
scenarios, while long-term CDSC classes such as the B-Series and X-Series
provide higher Surrender Values in long-term scenarios. Please note, while the
Insurance Charges differ among the Series, beginning after the 9th contract
Anniversary they are all equal.

In choosing which Series to purchase, you should consider the features and the
associated costs that offer the greatest value to you. The different features
may include:

. Variations on your ability to access funds in your Annuity without the
imposition of a Contingent Deferred Sales Charge (CDSC),

. Different ongoing fees and charges you pay to stay in the contract,

. Purchase Credits made available.

An Annuity without CDSC or a shorter CDSC may provide flexibility and greater
Surrender Value in earlier years; however, if you intend to hold the Annuity
long term, it may result in a trade off for value in later years. An Annuity
that provides a Purchase Credit has a higher Insurance Charge until the 9th
contract Anniversary and a longer CDSC period than other Annuities without a
Purchase Credit. However, the Purchase Credit may add long term value.

The following chart outlines some of the different features for each Annuity
sold through this prospectus. The availability of optional benefits, such as
those noted in the chart, may increase the total cost of the annuity. Certain
living benefits are intended to address longevity risks or market risk. You
should consider whether your need for a living benefit alters your time horizon
and then ultimately your share class decision. You should carefully consider
which features you plan to use when selecting your annuity, and the impact of
such features in relation to your investment objectives and which share class
may be most appropriate for you.

To demonstrate the impact of the various expense structures, the hypothetical
examples on the following pages reflect the Account Value and Surrender Value
of each variable annuity over a variety of holding periods. These charts
reflect the impact of different hypothetical rates of return and the comparable
value of each of the Annuities (which reflects the charges associated with each
Annuity) under the assumptions noted.

B-1

Annuity Comparison B Series C Series L Series X Series
------------------ --------------------- ----------- ----------------- -----------------------

Minimum Investment $1,000 $10,000

Maximum Issue Age 85 80

Contingent Deferred 7 Years N/A 4 Years 9 Years
Sales Charge
Schedule (7%, 7%, 6%, 5%)
(Based on date of (7%, 7%, 6%, 6%, 5%, (9%, 9%, 9%, 9%,
each purchase 5%, 5%) 8%, 8%, 8%, 5%,
payment) 2.5%)

Insurance Charge 1.30% 1.75% 1.70% 1.85%
(Yrs 1-9)

Insurance Charge 1.30%
(Yrs 10+)

Annual Maintenance Lesser of:
Fee . $30 , or
. 2% of Account Value
. Waived for Premiums => $100k

Purchase Credit No Yes, based on
purchase payments
. Yrs 1-4: 6% (3%
age 82+)
. Yrs 5+: N/A
Recaptured in certain
circumstances

Variable Investment Advanced Series Trust Portfolios;
Options Franklin Templeton VIT
(Not all options
available with
certain optional
benefits)

Minimum Death Greater of: Greater of:
Benefit . Purchase payments minus proportional withdrawals, and . Purchase payments
. Account Value minus proportional
withdrawals, and
. Account Value

Optional Death HAV;
Benefits
(for an additional
cost)

Optional Living HD6 Plus;
Benefits Spousal HD6 Plus;
(for an additional HD GRO II;
cost) GRO Plus II

B-2

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 full surrender at the end of each
of the Annuity years specified. The values shown below are based on the
following assumptions:

.. An initial investment of $100,000 is made into each Annuity earning a gross
rate of return of 0% and 6% and 10%, respectively.

.. No additional Purchase Payments or withdrawals are made from the Annuity.

.. The hypothetical gross rates of return are reduced by the arithmetic
average of the fees and expenses of the underlying portfolios and the
charges that are deducted from the Annuity at the Separate Account level as
follows: ____% for B Series, ____% for X Series, ____% for L Series, and
____% for C Series, based on the fees and expenses of the applicable
underlying portfolios as of December 31, 2008. The arithmetic average of
all fund expenses is computed by adding 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.

-- The Separate Account level charges refer to the Insurance Charge.

The Account Value and Surrender Value are further reduced by the Annual
Maintenance Fee, if applicable. For X-Series, the Account Value and Surrender
Value also reflect the addition of any applicable Purchase Credits.

The Account Value assumes no surrender, while the Surrender Value assumes a
100% surrender two days prior to the anniversary of the Issue Date of the
Annuity ("Annuity Anniversary"), therefore reflecting the CDSC applicable to
that Annuity Year. Note that a withdrawal on the Annuity Anniversary, or the
day before the Annuity Anniversary, would be subject to the CDSC applicable to
the next Annuity Year, which may be lower. The CDSC is calculated based on the
date that the Purchase Payment was made and for purposes of these examples, we
assume that a single Purchase Payment of $100,000 was made on the Issue Date.
The values that you actually experience under an Annuity 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 Annuity reflected below
will remain the same. (We will provide your Financial Professional with a
personalized illustration upon request).

L Series

0% Gross rate of return 6% Gross rate of return 10% Gross rate of return
----------------------- ----------------------- ------------------------
All years -% All years % All years %
---------- ---------- ---------- ---------- ---------- ----------
Annuity Surrender Annuity Surrender Annuity Surrender
Yr Value Value Value Value Value Value
-- ---------- ---------- ---------- ---------- ---------- ----------

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B-3

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Assumptions:

a. $100,000 initial investment

b. Fund Expenses = ____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

Assuming a 10% gross annual return, the C-Series has the highest Surrender
Value in the first four Annuity Years, the L-Series has the highest Surrender
Value in Annuity Years five, six, and seven, the B-Series has the highest
Surrender Value in Annuity Years eight and nine, and the X-Series has the
highest Surrender Value from the tenth Annuity Year on.

B Series

B-4

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Assumptions:

a. $100,000 initial investment

b. Fund Expenses = ____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

X Series

B-5

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Assumptions:

a. $100,000 initial investment

b. Fund Expenses = ____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

C Series

B-6

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Assumptions:

a. $100,000 initial investment

b. Fund Expenses = ____%

c. No optional death benefits or living benefits elected

d. Surrender value is accounted for 2 days prior to Annuity anniversary

B-7

APPENDIX C - FORMULA FOR HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND
SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT

TRANSFERS OF ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND
THE AST INVESTMENT GRADE BOND SUB-ACCOUNT

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULAS:

.. C\\u\\ - the upper target is established on the effective date of the
Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus benefit
(the "Effective Date") and is not changed for the life of the guarantee.
Currently, it is 83%.

.. Cu\\s\\ - The secondary upper target is established on the Effective Date
of the Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
benefit and is not changed for the life of the guarantee. Currently it is
84.5%

.. 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 78%.

.. L - the target value as of the current Valuation Day.

.. r - the target ratio.

.. a - 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. (See below for the table of "a" factors

.. V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.

.. V\\F\\ - the Account Value of any Fixed Allocations in the Annuity

.. B - the total value of the AST Investment Grade Bond Portfolio Sub-account.

.. P - Income Basis. Prior to the first Lifetime Withdrawal, the Income Basis
is equal to the Protected Withdrawal Value calculated as if the first
Lifetime Withdrawal were taken on the date of calculation. After the first
Lifetime Withdrawal, the Income Basis is equal to the greater of (1) the
Protected Withdrawal Value on the date of the first Lifetime Withdrawal,
increased for additional Purchase Payments, including the amount of any
associated Purchase Credits, and adjusted proportionally for Excess
Income *, and (2) the Protected Withdrawal Value on any Annuity Anniversary
subsequent to the first Lifetime Withdrawal, increased for subsequent
additional Purchase Payments (including the amount of any associated
Purchase Credits) and adjusted proportionately for Excess Income* and
(3) any highest daily Account Value occurring on or after the later of the
immediately preceding anniversary of the Issue Date, or the date of the
first Lifetime Withdrawal, and prior to or including the date of this
calculation, increased for additional Purchase Payments (including the
amount of any associated Purchase Credits) and adjusted for withdrawals, as
described herein.

.. T - the amount of a transfer into or out of the AST Investment Grade Bond
Portfolio Sub-account.

.. T\\M\\ - the amount of a monthly transfer out of the AST Investment Grade
Bond Portfolio.
--------
* Note: Lifetime Withdrawals of less than or equal to the Annual Income Amount
do not reduce the Income Basis.

DAILY TARGET VALUE CALCULATION:

On each Valuation Day, a target value (L) is calculated, according to the
following formula. If the variable Account Value (V\\V\\ + V\\F\\) is equal to
zero, no calculation is necessary. Target Values are subject to change for new
elections of this benefit on a going-forward basis.

L = 0.05 * P * a

DAILY TRANSFER CALCULATION:

The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines when a transfer is required:

Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

C-1

. If on the third consecutive Valuation Day r > Cu and r (less or =)
Cu\\s\\ or if on any day r > Cu\\s\\, and transfers have not been
suspended due to the 90% cap rule, assets in the Permitted Sub-accounts
and the Fixed Allocations, if applicable, are transferred to the AST
Investment Grade Bond Portfolio Sub-account.

. If r < C\\l\\, and there are currently assets in the AST Investment
Grade Bond Portfolio Sub-account (B > 0), assets in the AST Investment
Grade Bond Portfolio Sub-account are transferred to the Permitted
Sub-accounts as described above.

90% Cap Rule: If, on any Valuation Day this benefit remains in effect, a
transfer into the AST Investment Grade Bond Portfolio Sub-account occurs that
results in 90% of the Account Value being allocated to the AST Investment Grade
Bond Portfolio Sub-account, any transfers into the AST Investment Grade Bond
Portfolio Sub-account will be suspended, even if the formula would otherwise
dictate that a transfer into the AST Investment Grade Bond Portfolio
Sub-account should occur. Transfers out of the AST Investment Grade Bond
Portfolio Sub-account and into the elected Sub-accounts will still be allowed.
The suspension will be lifted once a transfer out of the AST Investment Grade
Bond Portfolio Sub-account occurs either due to a Daily or Monthly Transfer
Calculation. Due to the performance of the AST Investment Grade Bond Portfolio
Sub-account and the elected Sub-accounts, the Account value could be more than
90% invested in the AST Investment Grade Bond Portfolio Sub-account.

. The following formula, which is set on the Benefit Effective Date and is
not changed for the life of the guarantee, determines the transfer
amount:

T = Min (MAX (0, (0.90 * (V\\V\\ + V\\F\\ + B)) - B), Money is transferred from the Permitted
[L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\)) Sub-accounts and the Fixed Allocations to the AST
Investment
Grade Bond Sub-account

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\))} Money is transferred from the AST Investment
Grade Bond Sub-account to the Permitted
Sub-accounts

Monthly Transfer Calculation

On each monthly anniversary of the Annuity Issue Date and following the daily
Transfer Calculation above, the following formula determines if a transfer from
the AST Investment Grade Bond Sub-account to the Permitted Sub-Account will
occur:

If, after the daily Transfer Calculation is performed,

{Min (B, .05 * (V\\V\\ + V\\F\\ + B))} (less than) (C\\u\\ * (V\\V\\ + V\\F\\)
- L + B) / (1 - C\\u\\), then

T\\M\\ = {Min (B, .05 * (V\\V\\ + V\\F\\ + B))} Money is transferred from the
AST Investment Grade Bond Sub-account to the Permitted Sub-accounts.

"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
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

C-2

Months
------
Years 1 2 3 4 5 6 7 8 9 10 11 12
----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----

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**

--------
* The values set forth in this table are applied to all ages.
** In all subsequent years and months thereafter, the annuity factor is 4.06

C-3

APPENDIX D: FORMULA FOR HIGHEST DAILY GRO II and GRO Plus II

THE FOLLOWING ARE THE TERMS AND DEFINITIONS REFERENCED IN THE TRANSFER
CALCULATION FORMULA:

. AV is the current Account Value of the Annuity

. V\\V\\ is the current Account Value of the elected Sub-accounts of the
Annuity

. V\\F\\ - the Account Value of any Fixed Allocations in the Annuity

D-1

. B is the total current value of the AST bond portfolio Sub-account

. Cl is the lower target value. Currently, it is 79%.

. Ct is the middle target value. Currently, it is 82%.

. Cu is the upper target value. Currently, it is 85%.

. T is the amount of a transfer into or out of the AST bond portfolio
Sub-account.

For each guarantee provided under the benefit,

. Gi is the guarantee amount

. Ni is the number of days until the maturity date

. di is the discount rate applicable to the number of days until the
maturity date. It is determined with reference a benchmark index,
reduced by the Discount Rate Adjustment and subject to the discount rate
minimum. The discount rate minimum, beginning on the effective date of
the benefit, is three percent, and will decline monthly over the first
twenty-four months following the effective date of the benefit to one
percent in the twenty-fifth month, and will remain at one percent for
every month thereafter. Once selected, we will not change the applicable
benchmark index. However, if the benchmark index is discontinued, we
will substitute a successor benchmark index, if there is one. Otherwise
we will substitute a comparable benchmark index. We will obtain any
required regulatory approvals prior to substitution of the benchmark
index.

The formula, which is set on the effective date and is not changed while the
benefit is in effect, determines, on each Valuation Day, when a transfer is
required.

The formula begins by determining the value on that Valuation Day that, if
appreciated at the applicable discount rate, would equal the guarantee amount
at the end of each applicable guarantee period. We call the greatest of these
values the "current liability (L)."

L = MAX (Li), where Li = Gi / (1 + di) /(Ni/365)/

Next the formula calculates the following formula ratio:

r = (L - B) / (V\\V\\ + V\\F\\)

If the formula ratio exceeds an upper target value, then all or a portion of
the Account Value will be transferred to the AST bond portfolio Sub-account
associated with the current liability subject to the rule that prevents a
transfer into that AST bond portfolio Sub-account if 90% or more of Account
Value is in that Sub-account (90% cap). If at the time we make a transfer to
the AST bond portfolio Sub-account associated with the current liability there
is Account Value allocated to an AST bond portfolio Sub-account not associated
with the current liability, we will transfer all assets from that AST bond
portfolio Sub-account to the AST bond portfolio Sub-account associated with the
current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r >
Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min (MAX(0, (.90 * (V\\V\\ + V\\F\\ + B)) - B), [L - B - (V\\V\\ + V\\F\\)
* Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are assets in
the AST bond portfolio Sub-account, then the formula will transfer assets out
of the AST bond portfolio Sub-account into the elected Sub-accounts.

D-2

The formula will transfer assets out of the AST bond portfolio

Sub-account if r < Cl and B > 0.

The transfer amount is calculated by the following formula:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * Ct] / (1 - Ct))}

If following a transfer to the elected Sub-accounts, there are assets remaining
in a AST bond portfolio Sub-account not associated with the current liability,
we will transfer all assets from that AST bond portfolio Sub-account to the AST
bond portfolio Sub-account associated with the current liability.

If transfers into the AST bond portfolio Sub-account are restricted due to the
operation of the 90% cap `, then we will not perform any intra-AST bond
portfolio Sub-account transfers. However, if assets transfer out of an AST bond
portfolio Sub-account and into the elected Sub-accounts due to the maturity of
the AST bond portfolio, by operation of the formula, assets may subsequently
transfer to another AST bond portfolio Sub-account that is associated with a
future guarantee, subject to the 90% cap rule.

[postcard to request SAI to be added at end of prospectus]

D-3

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
A Prudential Financial Company
751 Broad Street, Newark, NJ 07102-3777

Prudential Variable Annuity Series ("_______ SERIES")

Flexible Premium Deferred Annuity
PROSPECTUS: __, 2010

This prospectus describes a flexible premium deferred annuity offered by Pruco
Life Insurance Company of New Jersey ("Pruco Life of New Jersey"), which we
refer to in this prospectus as the "Annuity" or the "______ Series". The Annuity
described in this prospectus is designed for investors who have hired an
investment advisor to provide advice about allocating Account Value within the
Annuity. The Annuity may be offered as an individual annuity contract or as an
interest in a group annuity. The 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. Financial Professionals may be compensated
for the sale of the Annuity. Selling broker-dealer firms through which the
Annuity is sold may decline to make available to their customers certain of the
optional features and investment options offered generally under the Annuity or
may impose restrictions (e.g., a lower maximum issue age for certain optional
benefits). Please speak to your Financial Professional for further details.
Certain terms are capitalized in this prospectus. Those terms are either defined
in the Glossary of Terms or in the context of the particular section.

THE SUB-ACCOUNTS

The Pruco Life of New Jersey Flexible Premium Variable Annuity Account is a
separate account of Pruco Life of New Jersey, and is the investment vehicle in
which your Purchase Payments invested in the Sub-accounts are held. Each
Sub-account of the Pruco Life of New Jersey Flexible Premium Variable Annuity
Account invests in an underlying mutual fund- see the following page for a
complete list of the Sub-accounts. Currently, portfolios of Advanced Series
Trust, Franklin Templeton Variable Insurance Products Trust and ProFunds VP are
being offered.

PLEASE READ THIS PROSPECTUS

This prospectus sets forth information about the Annuity that you ought to know
before investing. Please read this prospectus and the current prospectus for the
underlying mutual funds. Keep them for future reference. If you are purchasing
the Annuity as a replacement for an existing variable annuity or variable life
coverage, or a fixed insurance policy, you should consider any surrender or
penalty charges you may incur and any benefits you may also be forfeiting when
replacing your existing coverage.

AVAILABLE INFORMATION

We have also filed a Statement of Additional Information dated the same date as
this prospectus that is available from us, without charge, upon your request.
The contents of the Statement of Additional Information are described at the end
of this prospectus - see Table of Contents. The Statement of Additional
Information is incorporated by reference into this prospectus. This prospectus
is part of the registration statement we filed with the SEC regarding this
offering. Additional information on us and this offering is available in the
registration statement and the exhibits thereto. You may review and obtain
copies of these materials at no cost to you by contacting us. These documents,
as well as documents incorporated by reference, may also be obtained through the
SEC's Internet Website (www.sec.gov) for this registration statement as well as
for other registrants that file electronically with the SEC.

This Annuity is NOT a deposit or obligation of, or issued, guaranteed or
endorsed by, any bank, is NOT insured or guaranteed by the U.S. government, the
Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board or any
other agency. An investment in an annuity involves investment risks, including
possible loss of value, even with respect to amounts allocated to the AST Money
Market Sub-account.

THIS SECURITY HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE

SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRUDENTIAL, PRUDENTIAL FINANCIAL, PRUDENTIAL ANNUITIES AND THE ROCK LOGO ARE
SERVICE MARKS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS AFFILIATES.
OTHER PROPRIETARY PRUDENTIAL MARKS MAY BE DESIGNATED AS SUCH THROUGH USE OF THE
(SM) OR (R) SYMBOLS.

FOR FURTHER INFORMATION CALL: 1-888-PRU-2888

Prospectus dated: __, 2010 Statement of Additional Information dated: __, 2010

PLEASE SEE OUR PRIVACY POLICY AND OUR IRA, ROTH IRA AND FINANCIAL DISCLOSURE
STATEMENTS ATTACHED TO THE BACK COVER OF THIS PROSPECTUS.

VARIABLE INVESTMENT OPTIONS

(Certain investment options may not be available with your Annuity)

Advanced Series Trust
AST Academic Strategies Asset Allocation Portfolio
AST Advanced Strategies Portfolio
AST AllianceBernstein Core Value Portfolio
AST AllianceBernstein Growth & Income Portfolio
AST American Century Income & Growth Portfolio
AST Balanced Asset Allocation Portfolio
AST Bond Portfolio 2017
AST Bond Portfolio 2018
AST Bond Portfolio 2019
AST Bond Portfolio 2020
AST Bond Portfolio 2021
AST Capital Growth Asset Allocation Portfolio
AST CLS Growth Asset Allocation Portfolio
AST CLS Moderate Asset Allocation Portfolio
AST Cohen & Steers Realty Portfolio
AST DeAM Large-Cap Value Portfolio
AST Federated Aggressive Growth Portfolio
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
AST Global Real Estate Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST High Yield Portfolio
AST Horizon Growth Asset Allocation Portfolio
AST Horizon Moderate Asset Allocation Portfolio
AST International Growth Portfolio
AST International Value Portfolio
AST Investment Grade Bond Portfolio
AST Jennison Large-Cap Growth Portfolio
AST Jennison Large-Cap Value 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 Money Market Portfolio
AST Neuberger Berman/LSV Mid-Cap Value Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Small-Cap Growth Portfolio
AST Niemann Capital Growth Asset Allocation Portfolio
AST Parametric Emerging Markets Equity Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST PIMCO Total Return Bond Portfolio
AST Preservation Asset Allocation Portfolio
AST QMA US Equity Portfolio
AST Schroders Multi-Asset World Strategies Portfolio
AST Small-Cap Growth Portfolio

Franklin Templeton Variable Insurance Products Trust
Franklin Templeton VIP Founding Funds Allocation Fund

ProFund VP Portfolios
Consumer Goods
Consumer Services
Financials
Health Care
Industrials
Large-Cap Growth
Large-Cap Value
Mid-Cap Growth
Mid-Cap Value
Real Estate
Small-Cap Growth
Small-Cap Value
Telecommunications
Utilities

CONTENTS

GLOSSARY OF TERMS.......................................................................

SUMMARY OF CONTRACT FEES AND CHARGES....................................................

EXPENSE EXAMPLES........................................................................

SUMMARY.................................................................................

INVESTMENT OPTIONS......................................................................
VARIABLE INVESTMENT OPTIONS
LIMITATIONS WITH OPTIONAL BENEFITS......................................................

FEES, CHARGES AND DEDUCTIONS............................................................
ANNUITY PAYMENT OPTION CHARGES..........................................................
EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES...............................................

PURCHASING YOUR ANNUITY.................................................................
REQUIREMENTS FOR PURCHASING THE ANNUITY.................................................
DESIGNATION OF OWNER, ANNUITANT AND BENEFICIARY.........................................
RIGHT TO CANCEL.........................................................................
SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT........................................
SALARY REDUCTION PROGRAMS...............................................................

MANAGING YOUR ANNUITY...................................................................
CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS.................................

MANAGING YOUR ACCOUNT VALUE.............................................................
DOLLAR COST AVERAGING PROGRAMS..........................................................
AUTOMATIC REBALANCING PROGRAMS..........................................................
AUTHORIZATION OF A THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT..................
FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS...................
RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS....................................

ACCESS TO ACCOUNT VALUE.................................................................
TYPES OF DISTRIBUTIONS AVAILABLE TO YOU.................................................
TAX IMPLICATIONS FOR DISTRIBUTIONS......................................................
SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD...................
SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE..........
REQUIRED MINIMUM DISTRIBUTIONS..........................................................

SURRENDERS
SURRENDER VALUE.........................................................................

ANNUITY OPTIONS
CHOOSING THE ANNUITY PAYMENT OPTION.....................................................

LIVING BENEFITS.........................................................................
HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (HD6 PLUS (SM))........................
SPOUSAL HIGHEST DAILY LIFETIME(SM) 6 PLUS INCOME BENEFIT (SHD6 PLUS (SM))...............
GUARANTEED RETURN OPTION(SM) PLUS II (GRO PLUS II)(SM)
HIGHEST DAILY(SM) GUARANTEED RETURN OPTION(SM) II (HD GRO (SM) II)......................

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS........................................
TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT .............................................
MINIMUM DEATH BENEFIT...................................................................

OPTIONAL DEATH BENEFIT..................................................................
PAYMENT OF DEATH BENEFITS...............................................................

VALUING YOUR INVESTMENT.................................................................
VALUING THE SUB-ACCOUNTS ..............................................................
PROCESSING AND VALUING TRANSACTIONS ...................................................

TAX CONSIDERATIONS......................................................................

OTHER INFORMATION.......................................................................
PRUCO LIFE OF NEW JERSEY AND THE SEPARATE ACCOUNT.......................................
LEGAL STRUCTURE OF THE UNDERLYING FUNDS.................................................
DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE OF NEW JERSEY...........................
FINANCIAL STATEMENTS....................................................................
INDEMNIFICATION.........................................................................
LEGAL PROCEEDINGS.......................................................................
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.....................................
HOW TO CONTACT US.......................................................................

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

APPENDIX B - FORMULA UNDER HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND SPOUSAL ....

HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT............................................

APPENDIX C - FORMULA UNDER HIGHEST DAILY GRO II and GUARANTEED RETURN OPTION PLUS II....

GLOSSARY OF TERMS

We set forth here definitions of some of the key terms used throughout this
prospectus. In addition to the definitions here, we also define certain terms in
the section of the prospectus that uses such terms.

Accumulation Period: The period of time from the Issue Date through the last
Valuation Day immediately preceding the Annuity Date.

Annuitant: The natural person upon whose life annuity payments made to the Owner
are based.

Beneficiary Annuity: You may purchase an Annuity if you are a Beneficiary of an
account that was owned by a decedent, subject to the requirements discussed in
this prospectus. You may transfer the proceeds of the decedent's account into
the Annuity described in this prospectus and continue receiving the
distributions that are required by the tax laws. This transfer option is only
available for purchase of an IRA, Roth IRA, or a non-qualified Beneficiary
Annuity.

Code: The Internal Revenue Code of 1986, as amended from time to time and the
regulations promulgated thereunder.

Free Look: The right to examine your Annuity, during a limited period of time,
to decide if you want to keep it or cancel it. In addition, there is a different
free look period that applies if your Annuity is held within an IRA. In your
Annuity contract, your free look right is referred to as your "Right to Cancel."

Good Order: Good Order is the standard that we apply when we determine whether
an instruction is satisfactory. An instruction will be considered in Good Order
if it is received at our Service Office: (a) in a manner that is satisfactory to
us such that it is sufficiently complete and clear that we do not need to
exercise any discretion to follow such instruction and complies with all
relevant laws and regulations; (b) on specific forms, or by other means we then
permit (such as via telephone or electronic submission); and/or (c) with any
signatures and dates as we may require. We will notify you if an instruction is
not in Good Order.

Investment Option: A Sub-account or other option available as of any given time
to which Account Value may be allocated.

Issue Date: The effective date of your Annuity.

Key Life: Under the Beneficiary Continuation Option, or the Beneficiary Annuity,
the person whose life expectancy is used to determine the required
distributions.

Owner: With an Annuity issued as an individual annuity contract, the Owner is
either an eligible entity or person named as having ownership rights in relation
to the Annuity. In certain states, with an Annuity issued as a certificate under
a group annuity contract, the "Owner" refers to the person or entity who has the
rights and benefits designated to the "participant" in the certificate. Thus, an
Owner who is a participant has rights that are comparable to those of the Owner
of an individual annuity contract.

Purchase Payment: A cash consideration in currency of the United States of
America given to us in exchange for the rights, privileges, and benefits of the
Annuity.

Separate Account: Referred to as the "Variable Separate Account" in your
Annuity, this is the variable separate account(s) shown in the Annuity.

Sub-Account: A division of the Separate Account.

Surrender Value: The Account Value less any applicable tax charges, any charges
assessable as a deduction from the Account Value for any optional benefits
provided by rider or endorsement, and any Annual Maintenance Fee.

Unit: A share of participation in a Sub-account used to calculate your Account
Value prior to the Annuity Date.

Valuation Day: Every day the New York Stock Exchange is open for trading or any
other day the Securities and Exchange Commission requires mutual funds or unit
investment trusts to be valued.

we, us, our: Pruco Life Insurance Company of New Jersey.

you, your: The Owner(s) shown in the Annuity.

SUMMARY OF CONTRACT FEES AND CHARGES

The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Annuity. The first table describes the fees
and expenses (if any) that you will pay at the time you surrender the Annuity,
take a partial withdrawal, or transfer Account Value between the Investment
Options.

ANNUITY OWNER TRANSACTION EXPENSES

SALES CHARGE: There is no contingent deferred sales charge or other sales
load applicable to the _______Series.

TRANSFER FEE: $10. Currently, we deduct the fee after the 20th transfer each
Annuity Year.

The following table provides a summary of the periodic fees and charges you will
pay while you own your Annuity, excluding the underlying portfolio annual
expenses. These fees and charges are described in more detail within this
prospectus.

PERIODIC FEES AND CHARGES

---------------------------- ------------------------------
FEE/CHARGE [ ] SERIES
Annual Maintenance Fee/1, 3/ Lesser of $30 or 2% of Account
Value
------------------------------

FEE/CHARGE [ ] SERIES
--------------------------------------- ----------
Mortality & Expense Risk Charge 0.40%
Administration Charge 0.15%
Total Annualized Insurance Charge/2, 3/ 0.55%

(1) Assessed annually on the Annuity's anniversary date or upon surrender (but
not medically-related surrenders). Only applicable if the sum of the Purchase
Payments at the time the fee is due is less than $100,000.

(2) The Insurance Charge is the combination of Mortality & Expense Risk Charge
and the Administration Charge. The Insurance Charge is deducted daily from the
Sub-accounts only.

(3) For beneficiaries who elect the Beneficiary Continuation Option, the Annual
Maintenance Fee is the lesser of $30 or 2% of Account Value and is only
applicable if Account Value is less than $25,000 at the time the fee is
assessed. For Beneficiaries who elect the Beneficiary Continuation Option, the
Mortality and Expense and Administration Charges do not apply. However, a
Settlement Service Charge equal to 1.00% is assessed as a percentage of the
daily net assets of the Sub-accounts as an annual charge.

The following table sets forth the charge for each optional benefit under the
Annuity. These fees would be in addition to the periodic fees and transaction
fees set forth in the tables above.

OPTIONAL TOTAL ANNUAL
OPTIONAL BENEFIT CHARGE FOR
BENEFIT FEE/CHARGE/1/ [ ]
-------------------------------- --------------------------------- --------------------------------

HIGHEST DAILY 1.50% greater of 0.55%
LIFETIME 6 PLUS Account Value and PWV + 1.50%
Maximum Charge(2) greater of Account Value and PWV

Current Charge 0.85% greater of Account Value 0.55%
and PWV + 0.85%
greater of Account Value and PWV

SPOUSAL HIGHEST DAILY LIFETIME 6 1.50% greater of Account Value 0.55%
PLUS Maximum Charge/2/ and PWV + 1.50%
greater of Account Value and PWV

Current Charge 0.95% greater of Account Value 0.55%
and PWV + 0.95%
greater of Account Value and PWV

GUARANTEED RETURN OPTION PLUS II 0.60% 1.15%
(GRO PLUS II) Charge/3/

HIGHEST DAILY GUARANTEED RETURN 0.60% 1.15%
OPTION II (HD GRO II) Charge/3/

HIGHEST ANNIVERSARY VALUE DEATH 0.40% 0.95%
BENEFIT ("HAV") Charge/3/

(1) The charge for each of Highest Daily Lifetime 6 Plus, and Spousal Highest
Daily Lifetime 6 Plus is assessed against the greater of Account Value and
PWV. The charge for each of GRO Plus II, Highest Daily GRO II, and Highest
Anniversary Value Death Benefit is assessed as a percentage of the average
daily net assets of the Sub-accounts.

(2) We reserve the right to increase the charge to the maximum charge
indicated, upon any step-up under the benefit. We also reserve the right to
increase the charge if you elect or re-add the benefit post-issue.

(3) Because there is no higher charge to which we could increase the current
charge, the current charge and maximum charge are one and the same. Thus,
so long as you retain the benefit, we cannot increase your charge for the
benefit.

The following table provides the range (minimum and maximum) of the total annual
expenses for the underlying mutual funds ("portfolios") as of December 31, 2008.
Each figure is stated as a percentage of the underlying portfolio's average
daily net assets.

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES

MINIMUM MAXIMUM
------- -------

Total Portfolio Operating Expense 0.62% 2.49%

12b-1 fees. Each figure is stated as a percentage of the underlying portfolio's
average daily net assets. There is no guarantee that actual expenses will be the
same as those shown in the table. For certain of the underlying portfolios, a
portion of the management fee has been waived and/or other expenses have been
partially reimbursed. The existence of any such fee waivers and/or
reimbursements have been reflected in the footnotes. The following expenses are
deducted by the portfolio before it provides Pruco Life of New Jersey with the
daily net asset value. The portfolio information was provided by the portfolios
and has not been independently verified by us. See the prospectuses and or
statements of additional information of the portfolios for further details.

Advanced Series Trust/1, 2, 3/
AST Academic Strategies Asset Allocation/4/ 0.72% 0.08% 0.00% 0.74% 1.54%
AST Advanced Strategies 0.85% 0.22% 0.00% 0.02% 1.09%
AST AllianceBernstein Core Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST AllianceBernstein Growth & Income 0.75% 0.13% 0.00% 0.00% 0.88%
AST American Century Income & Growth/5/ 0.75% 0.18% 0.00% 0.00% 0.93%
AST Balanced Asset Allocation 0.15% 0.02% 0.00% 0.93% 1.10%
AST Bond Portfolio 2017/6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Bond Portfolio 2018/6/ 0.64% 0.35% 0.00% 0.00% 0.99%
AST Bond Portfolio 2019/6/ 0.64% 0.47% 0.00% 0.00% 1.11%
AST Bond Portfolio 2020/6/ 0.65% 1.02% 0.00% 0.00% 1.67%
AST Bond Portfolio 2021/6/ 0.65% 0.31% 0.00% 0.00% 0.96%
AST Capital Growth Asset Allocation 0.15% 0.01% 0.00% 0.96% 1.12%
AST CLS Growth Asset Allocation/7/ 0.30% 0.20% 0.00% 0.95% 1.45%
AST CLS Moderate Asset Allocation/7/ 0.30% 0.16% 0.00% 0.93% 1.39%
AST Cohen & Steers Realty Portfolio/5/ 1.00% 0.17% 0.00% 0.00% 1.17%
AST DeAM Large-Cap Value 0.85% 0.15% 0.00% 0.00% 1.00%
AST Federated Aggressive Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST First Trust Balanced Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST First Trust Capital Appreciation Target 0.85% 0.15% 0.00% 0.00% 1.00%
AST Global Real Estate 1.00% 0.27% 0.00% 0.00% 1.27%
AST Goldman Sachs Concentrated Growth 0.90% 0.14% 0.00% 0.00% 1.04%
AST Goldman Sachs Mid-Cap Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST Goldman Sachs Small-Cap Value 0.95% 0.22% 0.00% 0.00% 1.17%
AST High Yield 5 0.75% 0.18% 0.00% 0.00% 0.93%
AST Horizon Growth Asset Allocation/8/ 0.30% 0.35% 0.00% 0.93% 1.58%
AST Horizon Moderate Asset Allocation/8/ 0.30% 0.28% 0.00% 0.87% 1.45%
AST International Growth 1.00% 0.18% 0.00% 0.00% 1.18%
AST International Value 1.00% 0.18% 0.00% 0.00% 1.18%
AST Investment Grade Bond/6/ 0.64% 0.13% 0.00% 0.00% 0.77%
AST Jennison Large-Cap Growth 0.90% 0.20% 0.00% 0.00% 1.10%
AST Jennison Large-Cap Value 0.75% 0.18% 0.00% 0.00% 0.93%
AST JPMorgan International Equity/5/ 0.89% 0.20% 0.00% 0.00% 1.09%
AST Large-Cap Value/5/ 0.75% 0.12% 0.00% 0.00% 0.87%

AST Lord Abbett Bond-Debenture 0.80% 0.17% 0.00% 0.00% 0.97%
AST Marsico Capital Growth 0.90% 0.13% 0.00% 0.00% 1.03%
AST MFS Global Equity 1.00% 0.32% 0.00% 0.00% 1.32%
AST MFS Growth 0.90% 0.15% 0.00% 0.00% 1.05%
AST Mid-Cap Value 0.95% 0.19% 0.00% 0.00% 1.14%
AST Money Market 0.50% 0.12% 0.00% 0.00% 0.62%
AST Neuberger Berman / LSV Mid-Cap Value 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Mid-Cap Growth/5/ 0.90% 0.15% 0.00% 0.00% 1.05%
AST Neuberger Berman Small-Cap Growth 0.95% 0.21% 0.00% 0.00% 1.16%
AST Niemann Capital Growth Asset Allocation/8/ 0.30% 0.29% 0.00% 0.87% 1.46%
AST Paramentric Emerging Markets Equity 1.10% 0.53% 0.00% 0.00% 1.63%
AST PIMCO Limited Maturity Bond 0.65% 0.15% 0.00% 0.00% 0.80%
AST PIMCO Total Return Bond 0.65% 0.13% 0.00% 0.00% 0.78%
AST Preservation Asset Allocation 0.15% 0.02% 0.00% 0.87% 1.04%
AST QMA US Equity/9/ 1.00% 0.57% 0.00% 0.00% 1.57%
AST Schroders Multi-Asset World Strategies 1.10% 0.35% 0.00% 0.00% 1.45%
AST Small-Cap Growth 0.90% 0.22% 0.00% 0.00% 1.12%
AST Small-Cap Value 0.90% 0.18% 0.00% 0.00% 1.08%
AST T. Rowe Price Asset Allocation 0.85% 0.15% 0.00% 0.00% 1.00%
AST T. Rowe Price Global Bond 0.80% 0.19% 0.00% 0.00% 0.99%
AST T. Rowe Price Large-Cap Growth 0.88% 0.13% 0.00% 0.00% 1.01%
AST T. Rowe Price Natural Resources Portfolio 0.90% 0.14% 0.00% 0.00% 1.04%
AST UBS Dynamic Alpha 1.00% 0.16% 0.00% 0.00% 1.16%
AST Western Asset Core Plus Bond 0.70% 0.14% 0.00% 0.00% 0.84%
Franklin Templeton Variable Insurance Products Trust/10/
Franklin Templeton VIP Founding Funds Allocation Funds 0.00% 0.13% 0.00% 0.65% 0.78%
ProFunds VP/11/
Consumer Goods 0.75% 0.92% 0.25% 0.00% 1.92%
Consumer Services 0.75% 1.49% 0.25% 0.00% 2.49%
Financials 0.75% 0.83% 0.25% 0.00% 1.83%
Health Care 0.75% 0.74% 0.25% 0.00% 1.74%
Industrials 0.75% 0.87% 0.25% 0.00% 1.87%
Large-Cap Growth 0.75% 0.75% 0.25% 0.00% 1.75%
Large-Cap Value 0.75% 0.80% 0.25% 0.00% 1.80%
Mid-Cap Growth 0.75% 0.77% 0.25% 0.00% 1.77%
Mid-Cap Value 0.75% 0.77% 0.25% 0.00% 1.77%
Real Estate 0.75% 0.77% 0.25% 0.00% 1.77%
Small-Cap Growth 0.75% 0.82% 0.25% 0.00% 1.82%
Small-Cap Value 0.75% 0.91% 0.25% 0.00% 1.91%
Telecommunications 0.75% 0.77% 0.25% 0.00% 1.77%
Utilities 0.75% 0.73% 0.25% 0.00% 1.73%

/1/ Advanced Series Trust: Shares of the Portfolios are generally purchased
through variable insurance products. The Advanced Series Trust (the
"Trust") has entered into arrangements with the issuers of the variable
insurance products offering the Portfolios under which the Trust
compensates the issuers 0.10% for providing ongoing services to portfolio
shareholders in lieu of the Trust providing such services directly to
shareholders. Amounts paid under these arrangements are included in "Other
Expenses." Subject to the expense limitations set forth below, for each
portfolio of the Trust (except as noted below), Prudential Investments

LLC and AST Investment Services, Inc. have agreed to voluntarily waive a
portion of the 0.10% administrative services fee, based on the average
daily net assets of each portfolio of the Trust, as set forth in the table
below.

Average Daily Net Asset of Portfolio Rate Fee Including Waiver
------------------------------------------------- -------------------------
Up to and including $500 million 0.10% (no waiver)
Over 500 million up to and including $750 million 0.09%
Over $750 million up to and including $1 billion 0.08%
Over $1 billion 0.07%

The Dynamic Asset Allocation Portfolios and the Tactical Asset Allocation
Portfolios are "fund of funds" which means each of these portfolios invests
primarily or exclusively in one or more mutual funds, referred to here as
"Underlying Portfolios". A portfolio will not be directly subject to the
administrative services fee to the extent it invests in Underlying
Portfolios. Because the Dynamic Asset Allocation Portfolios generally
invest all of their assets in Underlying Portfolios, the Dynamic Asset
Allocation Portfolios generally will not be directly subject to the
administrative services fee. Because the Tactical Asset Allocation
Portfolios generally invest at least 90% of their assets in Underlying
Portfolios, only 10% of their assets generally will be directly subject to
the administrative services fee. Because the AST Academic Strategies Asset
Allocation Portfolio generally invests approximately 65% of its assets in
Underlying Portfolios, only 35% of its assets generally will be directly
subject to the administrative services fee. The AST Academic Strategies
Portfolio is not directly subject to the administrative services fee to the
extent it invests in any other Trust portfolio. In determining the
administrative services fee, only assets of a Tactical Asset Allocation
Portfolio and the AST Academic Strategies Asset Allocation Portfolio that
are not invested in Underlying Portfolios will be counted as average daily
net assets of the relevant portfolio for purposes of the above-referenced
breakpoints. This will result in a portfolio paying higher administrative
services fees than if all of the assets of the portfolio were counted for
purposes of computing the relevant administrative services fee breakpoints.
The underlying portfolios in which the Dynamic Asset Allocation Portfolios.
Tactical Asset Allocation Portfolios, and AST Academic Strategies Asset
Allocation Portfolio invest, however, will be subject to the administrative
services fee.

/2/ Some of the portfolios invest in other investment companies (the "Acquired
Portfolios"). For example, each Dynamic and Tactical Asset Allocation
Portfolio invests in shares of other portfolios of the Trust. Investors in
a portfolio indirectly bear the fees and expenses of the Acquired
Portfolios. The expenses shown under "Acquired Portfolio Fees and Expenses"
represent a weighted average of the expense ratios of the Acquired
Portfolios in which each portfolio invested during the year ended December
31, 2008. The Dynamic Asset Allocation Portfolios and AST Focus Four Plus
Portfolio do not pay any transaction fees when purchasing or redeeming
shares of the Acquired Portfolios. When a portfolio's "Acquired Portfolio
Fees and Expenses" are less that 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 such portfolios in the prospectus for the Trust.

/3/ The management fee rate shown in the "management fees" column is based on
the indicated portfolio's average daily net assets as of the fiscal year
ended December 31, 2008, except that the fee rate shown does not reflect
the impact of any contractual or voluntary management fee waivers that may
be applicable and which would result in a reduction in the fee rate paid by
the portfolio. The management fee rate for certain portfolios may include
"breakpoints" which are reduced fee rates that are applicable at specified
levels of portfolio assets; the effective fee rates shown in the table
reflect and incorporate any fee "breakpoints" which may be applicable.

/4/ Academic Strategies Asset Allocation Portfolio: The only investment
management fee to be paid directly to the Investment Managers by the
Academic Strategies Asset Allocation Portfolio will be the portfolio's
annualized contractual investment management fee of 0.72% of its average
daily net assets. Since the Academic Strategies Asset Allocation Portfolio
is expected to invest approximately 65% of its assets in portfolios of the
Trust (referred to here as "Underlying Trust Funds") under normal
circumstances, the Academic Strategies Asset Allocation Portfolio will also
indirectly pay investment management fees on its investments in the
Underlying Trust Funds. To the extent that the other Asset Allocation
Portfolios invest their assets in

Underlying Trust Funds, such Asset Allocation Portfolios will also
indirectly pay investment management fees on its investments in the
Underlying Trust Funds.

The Academic Strategies Asset Allocation Portfolio indirectly incurs a pro
rata portion of the fees and expenses of the Acquired Portfolios in which
it invests. From January 1, 2008 to July 20, 2008, the Academic Strategies
Asset Allocation Portfolio was known as the AST Balanced Asset Allocation
Portfolio (the Balanced Portfolio). The Balanced Portfolio invested all of
its assets in Acquired Portfolios. The actual annualized "Acquired
Portfolio Fees and Expenses" for the Balanced Portfolio were 0.88% for the
period January 1, 2008 to July 20, 2008. As set forth above, under normal
conditions, the Academic Strategies Asset Allocation Portfolio invests
approximately 65% of its assets in Acquired Portfolios. The actual
annualized "Acquired Portfolio Fees and Expenses" for the Academic
Strategies Asset Allocation Portfolio were 0.735% for the period July 21,
2008 to December 31, 2008. The Investment Managers have voluntarily agreed
to reimburse expenses and/or waive fees so that the Academic Strategies
Asset Allocation Portfolio's "Acquired Portfolio Fees and Expenses" on an
annualized basis do not exceed 0.685% of the Academic Strategies Asset
Allocation Portfolio's average daily net assets based on the daily
calculation described below. This arrangement will be monitored and applied
daily based upon the Academic Strategies Asset Allocation Portfolio's then
current holdings of Acquired Portfolios and the expense ratios of the
relevant Acquired Portfolios as of their most recent fiscal year end.
Because the expense ratios of the relevant Acquired Portfolios will change
over time and may be higher than the expense ratios as of their most recent
fiscal year end, it is possible that the Academic Strategies Asset
Allocation Portfolio's actual "Acquired Portfolio Fees and Expenses" may be
higher than 0.685% of the portfolio's average daily net assets on an
annualized basis. These arrangements relating to the portfolio's "Acquired
Portfolio Fees and Expenses" are voluntary and are subject to termination
or modification at any time without prior notice.

The Investment Managers have contractually agreed to reimburse expenses
and/or waive fees so that the Academic Strategies Asset Allocation
Portfolio's investment management fees plus "Other Expenses" (exclusive in
all cases of taxes, interest, brokerage commissions, distribution fees,
dividend and interest expense, if any, related to short sales, and
extraordinary expenses) do not exceed 0.80% of the portfolio's average
daily net assets during the Academic Strategies Asset Allocation
Portfolio's first year of operations (i.e., July 21, 2008 through July 20,
2009).

/5/ Effective as of July 1, 2008, Prudential Investments LLC and AST Investment
Services, Inc. have voluntarily agreed to waive a portion of their
management fee and/or limit expenses (expressed as a percentage of average
daily net assets) for certain portfolios of the Trust, as set forth in the
table below. These arrangements may be discontinued or otherwise modified
at any time.

Portfolio Fee Waiver and/or Expense Limitation
------------------------------------ ------------------------------------
AST Large-Cap Value 0.84%
AST Cohen & Steers Realty 0.97%
AST American Century Income & Growth 0.87%
AST High Yield 0.88%
AST Money Market 0.56%
AST JP Morgan International Equity 1.01%
AST Neuberger Berman Mid-Cap Growth 1.25%

/6/ The investment management fee rate for the AST Bond Portfolio 2017, the AST
Bond Portfolio 2021, the AST Bond Portfolio 2015, the AST Bond Portfolio
2016, the AST Bond Portfolio 2018, the AST Bond Portfolio 2019, the AST
Bond Portfolio 2020, and the AST Investment Grade Bond Portfolio (each, a
"Bond Portfolio" and collectively, the "Bond Portfolios") is subject to
certain contractual asset-based breakpoints. In the event the combined
average daily net assets of the Bond Portfolios do not exceed $500 million,
each Bond Portfolio's investment management fee rate will equal 0.65% of
its average daily net assets. In the event the combined average daily net
assets of the Bond Portfolios exceed $500 million, the portion of a
Portfolio's assets to which the investment management fee rate of 0.65%
applies and the portion of a Portfolio's assets to which the investment
management fee rate of 0.64% applies will be determined on a pro rata
basis. Such fee would be computed as follows.

[0.65% x ($500 million x Individual Portfolio Assets / Combined Portfolio
Assets)] +

[0.64% x (Combined Portfolio Assets - $500 million) x Individual Portfolio
Assets / Combined Portfolio Assets]

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates of
Other Expenses are based on an assumed average daily net asset level of $50
million for those Portfolios during the fiscal year ending December 31, 2010. As
used in connection with each Portfolio, "other expenses" includes expenses for
accounting and valuation services, custodian fees, audit and legal fees,
transfer agency fees, fees paid to non-interested Trustees, and certain other
miscellaneous items. Each Bond Portfolio also will pay participating insurance
companies an administrative services fee of 0.10% of its average daily net
assets on an annualized basis, subject to certain voluntary asset-based
breakpoints. Such administrative fee will compensate participating insurance
companies for providing certain services to beneficial shareholders in lieu of
the Trust, including the printing and mailing of fund prospectuses and
shareholder reports.

For the AST Bond Portfolio 2017 and the AST Bond Portfolio 2021, estimates of
Total Annual Portfolio Expenses are based on an assumed average daily net asset
level of $50 million for those Portfolios during the fiscal year ending December
31, 2010. The Investment Managers have contractually agreed to waive a portion
of their investment management fees and/or reimburse certain expenses for each
Bond Portfolio so that each Bond Portfolio's investment management fees plus
other expenses (exclusive in all cases of taxes, interest, brokerage
commissions, distribution fees, acquired fund fees and expenses, and
extraordinary expenses) do not exceed 1.00% of each Bond Portfolio's average
daily net assets for the fiscal year ending December 31, 2010.

/7/ Prudential Investments LLC and AST Investment Services, Inc. have
voluntarily agreed to waive a portion of their investment management fees
and/or reimburse certain expenses for each of the AST CLS Growth Asset
Allocation Portfolio and the AST CLS Moderate Asset Allocation Portfolio so
that each Asset Allocation Portfolio's investment management fees plus
other expenses (exclusive in all cases of taxes, interest, brokerage
commissions, distribution fees, dividend and interest expense, if any,
related to short sales, extraordinary expenses, and Underlying Portfolio
fees and expenses) do not exceed 0.40% of such Asset Allocation Portfolio's
average daily net assets to $100 million; 0.35% of such Asset Allocation
Portfolio's average daily net assets from $100 million to $200 million; and
0.30% of such Asset Allocation Portfolio's average daily net assets over
$200 million.

/8/ The Investment Managers also have voluntarily agreed to waive a portion of
their investment management fees and/or reimburse certain expenses for each
of the AST Horizon Growth Asset Allocation Portfolio, the AST Horizon
Moderate Asset Allocation Portfolio, and the AST Niemann Capital Growth
Asset Allocation Portfolio so that each Asset Allocation Portfolio's
investment management fees plus other expenses (exclusive in all cases of
taxes, interest, brokerage commissions, distribution fees, dividend and
interest expense, if any, related to short sales, extraordinary expenses,
and Underlying Portfolio fees and expenses) do not exceed 0.40% of such
Asset Allocation Portfolio's average daily net assets to $250 million;
0.35% of such Asset Allocation Portfolio's average daily net assets from
$250 million to $750 million; and 0.30% of such Asset Allocation
Portfolio's average daily net assets over $750 million. All of these
arrangements are voluntary and may be discontinued or otherwise modified by
the Investment Managers at any time without prior notice.

/9/ With respect to the AST QMA US Equity Alpha Portfolio, "Other Expenses"
includes dividend expenses on short sales and interest expenses on short
sales.

/10/ The manager has agreed in advance to reduce its fee from assets invested by
the Fund in a Franklin Templeton money market fund (the Sweep Money Fund
which is the acquired fund in this case) to the extent of the Fund's fees
and expenses of the acquired fund. This reduction is required by the
Trust's board of trustees and an exemptive order by the Securities and
Exchange Commission; this arrangement will continue as long as the
exemptive order is relied upon.

/11/ Other Expenses and Total Annual Portfolio Operating Expenses, which are as
of December 31, 2008, have been restated to reflect subsequent changes in
the contractual amounts of fees paid for management services. ProFund
Advisors LLC has contractually agreed to waive Investment Advisory and
Management Services Fees and to reimburse other expenses to the extent
Total Annual Portfolio Operating Expenses, as a percentage of average daily
net assets, exceed 1.68% through April 30, 2010. After such date, any of
the expense limitations may be terminated or revised. Amounts waived or
reimbursed in a particular fiscal year may be repaid to ProFund Advisors
LLC within three years of the waiver or reimbursement to the extent that
recoupment will not cause the Portfolio's expenses to exceed any expense
limitation in place at that time. A waiver or reimbursement lowers the
expense ratio and increases overall returns to investors. Reflects fee
waivers, reimbursement of expenses, and expense reductions, if any.

EXPENSE EXAMPLES

These examples are intended to help you compare the cost of investing in the
Pruco Life of New Jersey Annuity with the cost of investing in other Pruco Life
of New Jersey annuities and/or other variable annuities. Below are examples for
the Annuity showing what you would pay in expenses at the end of the stated time
periods had you invested $10,000 in the Annuity and your investment has a 5%
return each year. The examples reflect the following fees and charges for the
Annuity as described in "Summary of Contract Fees and Charges."

. Insurance Charge

. Annual Maintenance Fee

. Optional benefit fees, as described below

The examples also assume the following for the period shown:

. You allocate all of your Account Value to the Sub-account with the
maximum gross total operating expenses for 2008, and those expenses
remain the same each year*

. For each charge, we deduct the maximum charge rather than the current
charge

. You make no transfers, or other transactions for which we charge a fee

. No tax charge applies

. You elect the Spousal Highest Daily Lifetime 6 Plus Income Benefit and
the HAV Death Benefit (which is the maximum combination of optional
benefit charges)

Amounts shown in the examples are rounded to the nearest dollar.

* Note: Not all Portfolios offered as Sub-accounts may be available depending
on optional benefit selection, and selling firm.

THE EXAMPLES ARE ILLUSTRATIVE ONLY. THEY SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OF THE UNDERLYING PORTFOLIOS. ACTUAL
EXPENSES WILL BE LESS THAN THOSE SHOWN DEPENDING UPON WHICH OPTIONAL BENEFIT YOU
ELECT OTHER THAN INDICATED IN THE EXAMPLES OR IF YOU ALLOCATE ACCOUNT VALUE TO
ANY OTHER AVAILABLE SUB-ACCOUNTS.

Expense Examples are provided as follows: [TO BE FILED IN PRE-EFFECTIVE
AMENDMENT]

If you surrender your Annuity at the end of the applicable time period:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
[ ] Series

If you do not surrender your Annuity, or if you annuitize your Annuity:

1 yr 3 yrs 5 yrs 10 yrs
---- ----- ----- ------
[ ] Series

SUMMARY

Prudential Variable Annuity [ ] SERIES ("[ ] SERIES")

This Summary describes key features of the Annuity offered in this prospectus.
It is intended to give you an overview, and to point you to sections of the
prospectus that provide greater detail. You should not rely on the Summary alone
for all the information you need to know before purchasing the Annuity. You
should read the entire prospectus for a complete description of the Annuity.
Your financial professional can also help you if you have questions.

The Annuity: The variable annuity contract issued by Pruco Life of New Jersey is
a contract between you, the owner, and Pruco Life of New Jersey, an insurance
company. It is designed for retirement purposes, or other long-term investing,
to help you save money for retirement, on a tax deferred basis, and provide
income during your retirement.

The Annuity offers various investment portfolios. With the help of your
financial professional, you choose how to invest your money within your Annuity.
Investing in a variable annuity involves risk and you can lose your money. On
the other hand, investing in a variable annuity can provide you with the
opportunity to grow your money through participation in "underlying" mutual
funds.

Purchase: Your eligibility to purchase is based on your age and the amount of
your initial Purchase Payment. See your Financial Professional to complete an
application. The maximum age for purchasing the Annuity is 85, and the minimum
initial Purchase Payment is $10,000.

The "Maximum Age for Initial Purchase" applies to the oldest Owner as of the day
we would issue the Annuity. If the Annuity is to be owned by an entity, the
maximum age applies to the Annuitant as of the day we would issue the Annuity.
For Annuities purchased as a Beneficiary Annuity, the maximum issue age is 70
and applies to the Key Life.

After you purchase your Annuity, you will have a limited period of time during
which you may cancel (or "Free Look") the purchase of your Annuity. Your request
for a Free Look must be received in Good Order.

Please see "Purchasing the Annuity" for more detail.

Investment Options: You may choose from a variety of variable Investment Options
ranging from conservative to aggressive. Certain optional benefits may limit
your ability to invest in the variable Investment Options otherwise available to
you under the Annuity. Each of the underlying mutual funds is described in its
own prospectus, which you should read before investing. There is no assurance
that any variable Investment Option will meet its investment objective.

We also offer other programs to help discipline your investing, such as dollar
cost averaging or automatic rebalancing.

Please see "Investment Options," and "Managing Your Account Value" for
information.

Access to Your Money: You can receive income by taking withdrawals or electing
annuity payments. Please note that withdrawals may be subject to tax.

You may elect to receive income through annuity payments over your lifetime,
also called "annuitization". If you elect to receive annuity payments, you
convert your Account Value into a stream of future payments. This means in most
cases you no longer have an Account Value and therefore cannot make withdrawals.
We offer different types of annuity options to meet your needs.

Please see "Access to Account Value" and "Annuity Options" for more information.

Optional Living Benefits

These benefits are:

. Highest Daily Lifetime(sm) 6 Plus

. Spousal Highest Daily Lifetime(sm) 6 Plus

Guaranteed Minimum Accumulation Benefits. We offer two optional benefits, for an
additional charge, that guarantee your Account Value to a certain level after a
stated period of years. As part of these benefits you may invest only certain
permitted Investment Options. These benefits utilize a predetermined
mathematical formula to help manage your guarantee through all market cycles.
Please see the applicable optional benefits section as well as the Appendices to
this prospectus for more information on the formula.

These benefits are:

. Guaranteed Return Option Plus(sm) II

. Highest Daily Guaranteed Return Option(sm) II

Please see "Living Benefits" for more information.

Death Benefits: You may name a beneficiary to receive the proceeds of your
Annuity upon your death. Your death benefit must be distributed within the time
period required by the tax laws. The Annuity offers a basic death benefit. We
also offer the following optional death benefit, for an additional charge:

. Highest Anniversary Value Death Benefit

The optional death benefit has certain age and investment restrictions. Please
see "Death Benefits" for more information.

Fees and Charges: The Annuity, and the optional living benefits and optional
death benefit, are subject to certain fees and charges, as discussed in the
"Summary of Contract Fees and Charges" table in the prospectus. In addition,
there are fees and expenses of the underlying Portfolios.

What does it mean that my Annuity is "tax-deferred"? Variable annuities are "tax
deferred", meaning you pay no taxes on any earnings from your Annuity until you
withdraw the money. You may also transfer among your Investment Options without
paying a tax at the time of the transfer. When you take your money out of the
Annuity, however, you will be taxed on the earnings at ordinary income tax
rates. If you withdraw money before you reach age 59 1/2, you also may be
subject to a 10% federal tax penalty.

You may also purchase the Annuity as a tax-qualified retirement investment such
as an IRA, SEP-IRA, Roth IRA, 401(a) plan, or non-ERISA 403(b) plan. Although
there is no additional tax advantage to a variable annuity purchased through one
of these plans, the Annuity has features and benefits other than tax deferral
that make it an important investment for a qualified plan. You should consult
your tax advisor regarding these features and benefits prior to purchasing a
contract for use with a tax-qualified plan.

Other Information: Please see the section entitled "General Information" for
more information about the Annuity, including legal information about Pruco Life
of New Jersey, the separate account, and underlying funds.

INVESTMENT OPTIONS

The Investment Options under the Annuity consist of the Sub-accounts. Each
Sub-account invests in an underlying portfolio whose share price generally
fluctuates each Valuation Day. The portfolios that you select, among those that
are available, are your choice - - we do not provide investment advice, nor do
we recommend any particular portfolio. You bear the investment risk for amounts
allocated to the portfolios.

As a condition of participating in the optional benefits, you may be prohibited
from investing in certain Sub-accounts. We describe those restrictions below. In
addition, the optional living benefits (e.g., Highest Daily Lifetime 6 Plus)
employ a pre-determined mathematical formula, under which money is transferred
between your chosen Sub-accounts and a bond portfolio (e.g., the AST Investment
Grade Bond Portfolio). You should be aware that the operation of the formula
could impact the expenses and performance of the portfolios. Specifically,
because transfers to and from the portfolios can be frequent and the amount
transferred can vary, the portfolios could experience the following effects,
among others: (a) they may be compelled to hold a larger portion of assets in
highly liquid securities than they otherwise would, which could diminish
performance if the highly liquid securities underperform other securities (e.g.,
equities) that otherwise would have been held (b) they may experience higher
portfolio turnover, which generally will increase the portfolios' expenses and
(c) if they are compelled by the formula to sell securities that are
thinly-traded, such sales could have a significant impact on the price of such
securities. Please consult the prospectus for the applicable portfolio for
additional information about these effects.

In this section, we describe the portfolios. We then discuss the investment
restrictions that apply if you elect certain optional benefits.

VARIABLE INVESTMENT OPTIONS

Each variable Investment Option is a Sub-account of the Pruco Life of New Jersey
Flexible Premium Variable Annuity Account (see "Pruco Life of New Jersey and the
Separate Account" for more detailed information). Each Sub-account invests
exclusively in one portfolio. You should carefully read the prospectus for any
portfolio in which you are interested. The Investment Objectives/Policies Chart
below classifies each of the portfolios based on our assessment of their
investment style. The chart also provides a description of each portfolio's
investment objective (in italics) and a short, summary description of their key
policies to assist you in determining which Portfolios may be of interest to
you.

Not all portfolios offered as Sub-accounts may be available depending on
optional benefit selection. Thus, if you selected particular optional benefits,
you would be precluded from investing in certain portfolios and therefore would
not receive investment appreciation (or depreciation) affecting those
portfolios. Please see the Additional Information section, under the heading
concerning "Service Fees Payable to Pruco Life of New Jersey" for a discussion
of fees that we may receive from underlying mutual funds and/or their
affiliates.

The portfolios are not publicly traded mutual funds. They are only available as
investment options in variable annuity contracts and variable life insurance
policies issued by insurance companies, or in some cases, to participants in
certain qualified retirement plans. However, some of the portfolios available as
Sub-accounts under the Annuity are managed by the same portfolio advisor or
sub-advisor as a retail mutual fund of the same or similar name that the
portfolio may have been modeled after at its inception. Certain retail mutual
funds may also have been modeled after a portfolio. While the investment
objective and policies of the retail mutual funds and the portfolios may be
substantially similar, the actual investments will differ to varying degrees.
Differences in the performance of the funds can be expected, and in some cases
could be substantial. You should not compare the performance of a publicly
traded mutual fund with the performance of any similarly named portfolio offered
as a Sub-account. Details about the investment objectives, policies, risks,
costs and management of the portfolios are found in the prospectuses for the
portfolios. The current prospectuses and statements of additional information
for the underlying portfolios can be obtained by calling 1-888-PRU-2888. Please
read the prospectus carefully before investing.

The name of the advisor/sub-advisor for each portfolio appears next to the
description. Those portfolios whose name includes the prefix "AST" are
portfolios of the Advanced Series Trust. The portfolios of the Advanced Series
Trust are co-managed by AST Investment Services, Inc. and Prudential Investments
LLC, both of which are affiliated companies of Pruco Life of New Jersey..
However, a sub-advisor, as noted below, is engaged to conduct day-to-day
management.

STYLE/ PORTFOLIO ADVISOR/
PORTFOLIO NAME/INVESTMENT OBJECTIVES & POLICIES TYPE SUB-ADVISOR
-------------------------------------------------------------------------- ---------------- ------------------------------------

ADVANCED SERIES TRUST

AST Academic Strategies Asset Allocation Portfolio (formerly known as AST Asset Allocation AlphaSimplex Group, LLC; First
Balanced Asset Allocation Portfolio): seeks long term capital Quadrant L.P.; Jennison Associates
appreciation. The portfolio is a multi-asset class fund that pursues both LLC; Mellon Capital Management
top-down asset allocation strategies and bottom-up selection of Corporation; Pacific Investment
securities, investment managers, and mutual funds. Under normal Management Company LLC (PIMCO);
circumstances, approximately 60% of the assets will be allocated to Prudential Bache Asset Management,
traditional asset classes (including US and international equities and Incorporated; Quantitative
bonds) and approximately 40% of the assets will be allocated to Management Associates LLC
nontraditional asset classes (including real estate, commodities, and
alternative strategies). Those percentages are subject to change at the
discretion of the advisor.

AST Advanced Strategies Portfolio: seeks a high level of absolute return. Asset Allocation LSV Asset Management; Marsico
The portfolio invests in traditional and non-traditional investment Capital Management, LLC; Pacific
strategies and by investing in domestic and foreign equity and fixed Investment Management Company LLC
income securities, derivative instruments in exchange traded funds. The (PIMCO); T. Rowe Price Associates,
asset allocation generally provides for an allotment of 50% of the Inc.; William Blair & Company, LLC;
portfolio assets to a combination of domestic and international equity Quantitative Management Associates
strategies and the remainder in a combination of U.S. fixed income, hedged LLC
international bond and real return bonds. The manager will allocate the
assets of the portfolio across different investment categories and
subadvisors.

AST AllianceBernstein Core Value Portfolio: seeks long-term capital growth Large Cap Value AllianceBernstein L.P.
by investing primarily in common stocks. The subadviser 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 subadviser seeks to identify individual companies with earnings
growth potential that may not be recognized by the market at large.

AST AllianceBernstein Growth & Income Portfolio: seeks long-term growth of Large Cap Value AllianceBernstein L.P.
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 subadviser 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.

AST American Century Income & Growth Portfolio: seeks capital growth with Large Cap Value American Century Investment
current income as a secondary objective. The portfolio invests primarily Management, Inc.
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 subadviser 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.

AST Balanced Asset Allocation Portfolio (formerly known as AST Asset Allocation Prudential Investments LLC;
Conservative Asset Allocation Portfolio): seeks to obtain total return Quantitative Management Associates
consistent with its specified level of risk. The portfolio primarily LLC
invests its assets in a diversified portfolio of other mutual funds, the
underlying portfolios, of the Advanced Series Trust and certain affiliated
money market funds. Under normal market conditions, the portfolio will
devote approximately 60% of its net assets to underlying portfolios
investing primarily in equity securities (with a range of 52.5% to 67.5%,
and 40% of its net assets to underlying portfolios investing primarily in
debt securities and money market instruments (with a range of 32.5% to
47.5%). The portfolio is not limited to investing exclusively in shares of
the underlying portfolios and may invest in securities and futures
contracts, swap agreements and other financial and derivative instruments.

AST Bond Portfolio 2017 : seeks the highest potential total return Fixed Income Prudential Investment Management,
consistent with its specified level of risk tolerance to meet the Inc.
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2017.
Please note that you may not make Purchase Payments to, or transfer
Account Value to or from, this portfolio, and that this portfolio is
available only with certain living benefits.

AST Bond Portfolio 2018: seeks the highest potential total return Fixed Income Prudential Investment Management,
consistent with its specified level of risk tolerance to meet the Inc.
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2018.
Please note that you may not make Purchase Payments to, or transfer
Account Value to or from, this portfolio, and that this portfolio is
available only with certain living benefits.

AST Bond Portfolio 2019: seeks the highest potential total return Fixed Income Prudential Investment Management,
consistent with its specified level of risk tolerance to meet the Inc.
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2019.
Please note that you may not make Purchase Payments to, or transfer
Account Value to or from, this portfolio, and that this portfolio is
available only with certain living benefits.

AST Bond Portfolio 2020: seeks the highest potential total return Fixed Income Prudential Investment Management,
consistent with its specified level of risk tolerance to meet the Inc.
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2020.
Please note that you may not make Purchase Payments to, or transfer
Account Value to or from, this portfolio, and that this portfolio is
available only with certain living benefits.

AST Bond Portfolio 2021: seeks the highest potential total return Fixed Income Prudential Investment Management,
consistent with its specified level of risk tolerance to meet the Inc.
parameters established to support the GRO benefits and maintain liquidity
to support changes in market conditions for a fixed maturity of 2021.
Please note that you may not make Purchase Payments to, or transfer
Account Value to or from, this portfolio, and that this portfolio is
available only with certain living benefits.

AST Capital Growth Asset Allocation Portfolio: seeks to obtain total Asset Allocation Prudential Investments LLC;
return consistent with its specified level of risk. The portfolio Quantitative Management Associates
primarily invests its assets in a diversified portfolio of other mutual LLC
funds, the underlying portfolios, of the Advanced Series Trust and certain
affiliated money market funds. Under normal market conditions, the
portfolio will devote approximately 75% of its net assets to underlying
portfolios investing primarily in equity securities (with a range of 67.5%
to 80%), and 25% of its net assets to underlying portfolios investing
primarily in debt securities and money market instruments (with a range of
20.0% to 32.5%). The portfolio is not limited to investing exclusively in
shares of the underlying portfolios and may invest in securities and
futures contracts, swap agreements and other financial and derivative
instruments.

AST CLS Growth Asset Allocation Portfolio: seeks the highest potential Asset Allocation CLS Investments LLC
total return consistent with its specified level of risk tolerance. Under
normal circumstances, at least 90% of the portfolio's assets will be
invested in other portfolios of Advanced Series Trust (the underlying
portfolios) while no more than 10% of the portfolio's assets may be
invested in exchange traded funds (ETFs). Under normal market conditions,
the portfolio will devote from 60% to 80% of its net assets to underlying
portfolios and ETFs investing primarily in equity securities, and from 20%
to 40% of its net assets to underlying portfolios and ETFs investing
primarily in debt securities and money market instruments.

AST CLS Moderate Asset Allocation Portfolio: seeks the highest potential Asset Allocation CLS Investments LLC
total return consistent with its specified level of risk tolerance. Under
normal circumstances, at least 90% of the portfolio's assets will be
invested in other portfolios of Advanced Series Trust (the underlying
portfolios) while no more than 10% of the portfolio's assets may be
invested in exchange traded funds (ETFs). Under normal market conditions,
the portfolio will devote from 40% to 60% of its net assets to underlying
portfolios and ETFs investing primarily in equity securities, and from 40%
to 60% of its net assets to underlying portfolios and ETFs investing
primarily in debt securities and money market instruments.

AST Cohen & Steers Realty Portfolio: seeks to maximize total return Specialty Cohen & Steers Capital Management,
through investment in real estate securities. The Portfolio pursues its Inc.
investment objective by investing, under normal circumstances, at least
80% of its net assets in common stocks and other equity securities issued
by real estate companies, such as real estate investment trusts (REITs).
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 (REITs).

AST DeAM Large-Cap Value Portfolio: seeks maximum growth of capital by Large Cap Value Deutsche Investment Management
investing primarily in the value stocks of larger companies. The portfolio Americas, Inc.
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
subadviser 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.

AST Federated Aggressive Growth Portfolio: seeks capital growth. The Small Cap Growth Federated Equity Management Company
portfolio pursues its investment objective by investing primarily in the of Pennsylvania/Federated Global
stocks of small companies that are traded on national security exchanges, Investment Management Corp.;
NASDAQ stock exchange and the over-the-counter-market. Small companies Federated MDTA LLC
will be defined as companies with market capitalizations similar to
companies in the Russell 2000 Growth and S&P 600 Small Cap Index.

AST First Trust Balanced Target Portfolio: seeks long-term capital growth Asset Allocation First Trust Advisors L.P.
balanced by current income. The portfolio seeks to achieve its objective
by investing approximately 65% in common stocks and approximately 35% in
fixed income securities. The portfolio allocates the equity portion of the
portfolio across five uniquely specialized strategies - The Dow(R) 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.

AST First Trust Capital Appreciation Target Portfolio: seeks long-term Asset Allocation First Trust Advisors L.P.
capital growth. The portfolio seeks to achieve its objective by investing
approximately 80%. In common stocks and approximately 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
which utilizes certain screen to select bonds from the DOW Jones Corporate
Bond Index or like-bonds not in the index.

AST Global Real Estate Portfolio: seeks capital appreciation and income. Specialty Prudential Real Estate Investors
The portfolio will normally invest at least 80% of its liquid assets (net
assets plus any borrowing made for investment purposes) in equity-related
securities of real estate companies. The portfolio will invest in
equity-related securities of real estate companies. The portfolio may
invest up to 15% of its net assets in ownership interests in commercial
real estate through investments in private real estate.

AST Goldman Sachs Concentrated Growth Portfolio: seeks long-term growth of Large Cap Growth Goldman Sachs Asset Management, L.P.
capital. The portfolio will pursue its objective by investing primarily in
equity securities of companies that the subadviser 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 subadviser to be positioned for long-term growth.

AST Goldman Sachs Mid-Cap Growth Portfolio: seeks long-term capital Mid Cap Growth Goldman Sachs Asset Management, L.P.
growth. The portfolio pursues its 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-sized
companies. 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 subadviser seeks to identify
individual companies with earnings growth potential that may not be
recognized by the market at large.

AST Goldman Sachs Small-Cap Value Portfolio: seeks long-term capital Small Cap Value Goldman Sachs Asset Management, L.P.
appreciation. The portfolio will seek its objective through investments
primarily in equity securities that are believed to be undervalued in the
marketplace. The portfolio will invest, under normal circumstances, at
least 80% of the value of its assets plus any borrowings for investment
purposes in small capitalization companies. The 80% investment requirement
applies at the time the Portfolio invests its assets. The portfolio
generally defines small capitalization companies as companies with market
capitalizations that are within the range of the Russell 2000 Value Index
at the time of purchase.

AST High Yield Portfolio: seeks maximum total return, consistent with Fixed Income Pacific Investment Management
preservation of capital and prudent investment management. The portfolio Company LLC (PIMCO)
will invest, under normal circumstances, at least 80% of its net assets
plus any borrowings for investment purposes (measured at time of purchase)
in non-investment grade high yield, fixed-income investments which may be
represented by forwards or derivatives such as options, futures contracts,
or swap agreements. Non-investment grade investments are financial
instruments rated Ba or lower by a Moody's Investors Services, Inc. or
equivalently rated by Standard Poor's Corporation, or Fitch, or, if
unrated, determined by the subadviser to be of comparable quality.

AST Horizon Growth Asset Allocation Portfolio: seeks the highest potential Asset Allocation Horizon Investments, LLC
total return consistent with its specified level of risk tolerance. Under
normal circumstances, at least 90% of the portfolio's assets will be
invested in other portfolios of Advanced Series Trust (the underlying
portfolios) while no more than 10% of the portfolio's assets may be
invested in exchange traded funds (ETFs). Under normal market conditions,
the portfolio will devote from 60% to 80% of its net assets to underlying
portfolios and ETFs investing primarily in equity securities, and from 20%
to 40% of its net assets to underlying portfolios and ETFs investing
primarily in debt securities and money market instruments.

AST Horizon Moderate Asset Allocation Portfolio: seeks the highest Asset Allocation Horizon Investments, LLC
potential total return consistent with its specified level of risk
tolerance. Under normal circumstances, at least 90% of the portfolio's
assets will be invested in other portfolios of Advanced Series Trust (the
underlying portfolios) while no more than 10% of the portfolio's assets
may be invested in exchange traded funds (ETFs). Under normal market
conditions, the portfolio will devote from 40% to 60% of its net assets to
underlying portfolios and ETFs investing primarily in equity securities,
and from 40% to 60% of its net assets to underlying portfolios and ETFs
investing primarily in debt securities and money market instruments.

AST International Growth Portfolio: seeks long-term capital growth. Under International Marsico Capital Management, LLC;
normal circumstances, the portfolio invests at least 80% of the value of Equity William Blair & Company, LLC
its assets in securities of issuers that are economically tied to
countries other than the United States. Although the portfolio intends to
invest at least 80% of its assets in the securities of issuers located
outside the United States, it may at times invest in U.S. issuers and it
may invest all of its assets in fewer than five countries or even a single
country. The portfolio looks primarily for stocks of companies whose
earnings are growing at a faster rate than other companies or which offer
attractive growth.

AST International Value Portfolio: seeks long-term capital appreciation. International LSV Asset Management; Thornburg
The portfolio normally invests at least 80% of the portfolio's assets in Equity Investment Management, Inc.
equity securities. The portfolio will invest at least 65% of its net
assets in the equity securities of companies in at least three different
countries, without limit as to the amount of assets that may be invested
in a single country.

AST Investment Grade Bond Portfolio: seeks the highest potential total Fixed Income Prudential Investment Management,
return consistent with its specified level of risk tolerance to meet the Inc.
parameters established to support the Highest Daily Lifetime 6 Plus
benefits and maintain liquidity to support changes in market conditions
for a fixed duration (weighted average maturity) of about 6 years. Please
note that you may not make Purchase Payments to, or transfer Account Value
to or from, this portfolio, and that this portfolio is available only with
certain living benefits.

AST JPMorgan International Equity Portfolio: seeks long-term capital International J.P. Morgan Investment Management,
growth by investing in a diversified portfolio of international equity Equity Inc.
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.

AST Jennison Large-Cap Growth Portfolio: seeks long-term growth of Large Cap Growth Jennison Associates LLC
capital. Under normal market conditions, the Portfolio will invest at
least 80% of its investable assets in the equity and equity-related
securities of large-capitalization companies measured, at the time of
purchase, to be within the market capitalization of the Russell 1000(R)
Index. In deciding which equity securities to buy, the Subadvisor will use
a growth investment style and will invest in stocks it believes could
experience superior sales or earnings growth, or high returns on equity
and assets. The companies in which the Subadvisor will invest generally
tend to have a unique market niche, a strong new product profile or
superior management.

AST Jennison Large-Cap Value Portfolio: seeks capital appreciation. Under Large Cap Value Jennison Associates LLC
normal market conditions, the Portfolio will invest at least 80% of its
investable assets in the equity and equity-related securities of
large-capitalization companies measured, at the time of purchase, to be
within the market capitalization of the Russell 1000(R) Index. In deciding
which equity securities to buy, the Subadvisor will use a value investment
style and will invest in common stocks that it believes are being valued
at a discount to their true worth, as defined by the value of their
earnings, free cash flow, the value of their assets, their private market
value, or some combination of these factors. The Subadvisor will look for
catalysts that will help unlock a common stock's inherent value.

AST Large-Cap Value Portfolio: seeks current income and long-term Large Cap Value Eaton Vance Management; Hotchkis and
growth of income, as well as capital appreciation. The portfolio invests, Wiley Capital Management LLC
under normal circumstances, at least 80% of its net assets in common
stocks of large capitalization companies. Large capitalization companies
are those companies with market capitalizations within the market
capitalization range of the Russell 1000 Value Index.

AST Lord Abbett Bond-Debenture Portfolio: seeks high current income and the Fixed Income Lord, Abbett & Co. LLC
opportunity for capital appreciation to produce a high total return. The
portfolio invests, under normal circumstances, at least 80% of the value
of its assets in fixed income securities. The portfolio allocates its
assets principally among fixed income securities in four market sectors:
U.S. investment grade securities, U.S. high yield securities, foreign
securities (including emerging market securities) and convertible
securities. Under normal circumstances, the portfolio invests in each of
the four sectors described above. However, the portfolio may invest
substantially all of its assets in any one sector at any time, subject to
the limitation that at least 20% of the portfolio's net assets must be
invested in any combination of investment grade debt securities, U.S.
Government securities and cash equivalents. 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. 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 maturity restrictions on the overall portfolio or on
individual securities. The portfolio may invest up to 20% of its net
assets in equity securities. The portfolio may invest up to 20% of its net
assets in foreign securities.

AST Marsico Capital Growth Portfolio: seeks capital growth. Income Large Cap Growth Marsico Capital Management, LLC
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 large companies that are selected for their growth
potential. Large capitalization companies are companies with market
capitalizations within the market capitalization range of the Russell 1000
Growth Index. In selecting investments for the portfolio, the subadviser
uses an approach that combines "top down" macroeconomic analysis with
"bottom up" stock selection. The "top down" approach identifies sectors,
industries and companies that may benefit from the trends the subadviser
has observed. The subadviser 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.

AST MFS Global Equity Portfolio: seeks capital growth. Under normal International Massachusetts Financial Services
circumstances the portfolio invests at least 80% of its assets in equity Equity Company
securities. The portfolio may invest in the securities of U.S. and foreign
issuers (including issuers in emerging market countries). While the
portfolio may invest its assets in companies of any size, the portfolio
generally focuses on companies with relatively large market
capitalizations relative to the markets in which they are traded.

AST MFS Growth Portfolio: seeks long-term capital growth and future, Large Cap Growth Massachusetts Financial Services
rather than current income. Under normal market conditions, the portfolio Company
invests at least 80% of its net assets in common stocks and related
securities, such as preferred stocks, convertible securities and
depositary receipts. The subadviser uses a "bottom up" as opposed to a
"top down" investment style in managing the portfolio.

AST Mid Cap Value Portfolio: seeks to provide capital growth by investing Mid Cap Value EARNEST Partners LLC; WEDGE Capital
primarily in mid-capitalization stocks that appear to be undervalued. The Management, LLP
portfolio generally invests, under normal circumstances, at least 80% of
the value of its net assets in mid-capitalization companies.
Mid-capitalization companies are generally those that have market
capitalizations, at the time of purchase, within the market capitalization
range of companies included in the Russell Midcap Value Index during the
previous 12-months based on month-end data.

AST Money Market Portfolio: seeks high current income while maintaining Fixed Income Prudential Investment Management,
high levels of liquidity. The portfolio invests in high-quality, Inc.
short-term, U.S. dollar denominated corporate, bank and government
obligations. The portfolio will invest in securities which have effective
maturities of not more than 397 days.

AST Neuberger Berman/LSV Mid-Cap Value Portfolio (formerly known as AST Mid Cap Value LSV Asset Management; Neuberger
Neuberger Berman Mid-Cap Value Portfolio): seeks capital growth. Under Berman Management LLC
normal market conditions, the portfolio invests at least 80% of its net
assets in the common stocks of medium capitalization companies. For
purposes of the portfolio, companies with market capitalizations that fall
within the range of the Russell Midcap(R) Index at the time of investment
are considered medium capitalization 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 subadviser looks for well-managed companies whose stock
prices are undervalued and that may rise in price before other investors
realize their worth.

AST Neuberger Berman Mid-Cap Growth Portfolio: seeks capital growth. Under Mid Cap Growth Neuberger Berman Management LLC
normal market conditions, the Portfolio invests at least 80% of its net
assets in the common stocks of mid-capitalization companies.
Mid-capitalization companies are those companies whose market
capitalization is within the range of market capitalizations of companies
in the Russell Midcap(R) Growth Index. Using fundamental research and
quantitative analysis, the subadviser looks for fast-growing companies
that are in new or rapidly evolving industries. The portfolio may invest
in foreign securities (including emerging markets securities).

AST Neuberger Berman Small-Cap Growth Portfolio: seeks maximum growth of Small Cap Growth Neuberger Berman Management LLC
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.

AST Niemann Capital Growth Asset Allocation Portfolio: seeks the highest Asset Allocation Neimann Capital Management Inc.
potential total return consistent with its specified level of risk
tolerance. Under normal circumstances, at least 90% of the portfolio's
assets will be invested in other portfolios of Advanced Series Trust (the
underlying portfolios) while no more than 10% of the portfolio's assets
may be invested in exchange traded funds (ETFs). Under normal market
conditions, the portfolio will devote from 60% to 80% of its net assets to
underlying portfolios and ETFs investing primarily in equity securities,
and from 20% to 40% of its net assets to underlying portfolios and ETFs
investing primarily in debt securities and money market instruments.

AST Parametric Emerging Markets Equity Portfolio: seeks long-term capital International Parametric Portfolio Associates LLC
appreciation. The portfolio normally invests at least 80% of its net Equity
assets in equity securities traded on the equity markets of emerging
market countries, which are those considered to be developing. Emerging
markets countries include countries in Asia, Latin America, the Middle
East, Southern Europe, Eastern Europe, Africa and the region formerly
comprising the Soviet Union. A company will be considered to be located in
an emerging market country if it is domiciled in or derives more that 50%
of its revenues or profits from emerging market countries. The portfolio
seeks to employ a top-down, disciplined and structured investment process
that emphasizes broad exposure and diversification among emerging market
countries, economic sectors and issuers.

AST PIMCO Limited Maturity Bond Portfolio: seeks to maximize total return Fixed Income Pacific Investment Management
consistent with preservation of capital and prudent investment management. Company LLC (PIMCO)
The portfolio will invest, under normal circumstances, at least 80% of the
value of its net assets in fixed-income investment instruments of varying
maturities which may be represented by forwards or derivatives such as
options, futures contracts, or swap agreements.

AST PIMCO Total Return Bond Portfolio: seeks to maximize total return Fixed Income Pacific Investment Management
consistent with preservation of capital and prudent investment management. Company LLC (PIMCO)
The portfolio will invest, under normal circumstances, at least 80% of the
value of its net assets in fixed income investments, which may be
represented by forwards or derivatives such as options, futures contracts,
or swap agreements.

AST Preservation Asset Allocation Portfolio: seeks to obtain total return Asset Allocation Prudential Investments LLC;
consistent with its specified level of risk. The portfolio primarily Quantitative Management Associates
invests its assets in a diversified portfolio of other mutual funds, the LLC
underlying portfolios, of the Advanced Series Trust and certain affiliated
money market funds. Under normal market conditions, the portfolio will
devote approximately 35% of its net assets to underlying portfolios
investing primarily in equity securities (with a range of 27.5% to 42.5%),
and 65% of its net assets to underlying portfolios investing primarily in
debt securities and money market instruments (with a range of 57.5% to
72.5%. The portfolio is not limited to investing exclusively in shares of
the underlying portfolios and may invest in securities and futures
contracts, swap agreements and other financial and derivative instruments.

AST QMA US Equity Portfolio: seeks long term capital appreciation. The Large Cap Blend Quantitative Management Associates
portfolio utilizes a long/short investment strategy and will normally LLC
invest at least 80% of its net assets plus borrowings in equity and equity
related securities of US issuers. The benchmark index is the Russell
1000(R) which is comprised of stocks representing more than 90% of the
market cap of the US market and includes the largest 1000 securities in
the Russell 3000(R) index.

AST Schroders Multi-Asset World Strategies (formerly known as AST American Asset Allocation Schroder Investment Management North
Century Strategic Allocation Portfolio): seeks long-term capital America Inc.
appreciation through a global flexible asset allocation approach. This
asset allocation approach entails investing in traditional asset classes,
such as equity and fixed-income investments, and alternative asset
classes, such as investments in real estate, commodities, currencies,
private equity, and absolute return strategies. The sub-advisor seeks to
emphasize the management of risk and volatility. Exposure to different
asset classes and investment strategies will vary over time based upon the
sub advisor's assessments of changing market, economic, financial and
political factors and events.

AST Small-Cap Growth Portfolio: seeks long-term capital growth. The Small Cap Growth Eagle Asset Management, Inc.
portfolio pursues its objective by investing, under normal circumstances,
at least 80% of the value of its assets in small-capitalization companies.
Small-capitalization companies are those companies with a market
capitalization, at the time of purchase, no larger than the largest
capitalized company included in the Russell 2000(R) Index at the time of
the Portfolio's investment.

AST Small-Cap Value Portfolio: seeks to provide long-term capital growth Small Cap Value ClearBridge Advisors, LLC; J.P.
by investing primarily in small-capitalization stocks that appear to be Morgan Investment Management, Inc.;
undervalued. The portfolio invests, under normal circumstances, at least Lee Munder Investments, Ltd
80% of the value of its net assets in small capitalization stocks. Small
capitalization stocks are the stocks of companies with market
capitalization that are within the market capitalization range of the
Russell 2000(R) Value Index.

AST T. Rowe Price Asset Allocation Portfolio: seeks a high level of total Asset Allocation T. Rowe Price Associates, Inc.
return by investing primarily in a diversified portfolio of equity and
fixed income 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 subadviser's outlook for
the markets. The subadviser 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.

AST T. Rowe Price Global Bond Portfolio: seeks to provide high current Fixed Income T. Rowe Price International, Inc.
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. The portfolio invests in all
types of bonds, including those 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, mortgage and
asset-backed securities, and high-yield bonds 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 subadviser 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") and emerging market bonds. In addition, the
portfolio may invest up to 30% of its assets in mortgage-related
(including mortgage dollar rolls and derivatives, such as collateralized
mortgage obligations and stripped mortgage securities) and asset-backed
securities. The portfolio may invest in futures, swaps and other
derivatives in keeping with its objective.

AST T. Rowe Price Large-Cap Growth Portfolio: seeks long-term growth of Large Cap Growth T. Rowe Price Associates, Inc.
capital by investing predominantly in the equity securities of a limited
number of large, carefully selected, high-quality U.S. companies that are
judged likely to achieve superior earnings growth. The portfolio takes a
growth approach to investment selection and normally invests at least 80%
of its net assets in the common stocks of large companies. Large companies
are defined as those whose market cap is larger than the median market cap
of companies in the Russell 1000 Growth Index as of the time of purchase.

AST T. Rowe Price Natural Resources Portfolio: seeks long-term capital Specialty T. Rowe Price Associates, Inc.
growth primarily through invest in 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 invests, under
normal circumstances, at least 80% of the value of its assets in natural
resource companies. The portfolio may also invest in non-resource
companies with the potential for growth. 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. Although 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.

AST UBS Dynamic Alpha Portfolio: seeks to maximize total return, Asset Allocation UBS Global Asset Management
consisting of capital appreciation and current income. The portfolio (Americas) Inc.
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 subadviser, to gain exposure to certain global
equity and global fixed income markets.

AST Western Asset Core Plus Bond Portfolio: seeks to maximize total Fixed Income Western Asset Management Company
return, consistent with prudent investment management and liquidity needs,
by investing to obtain its average specified duration. The portfolio's
current target average duration is generally 2.5 to 7 years. The portfolio
pursues this objective by investing in all major fixed income sectors with
a bias towards non-Treasuries.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

Franklin Templeton VIP Founding Funds Allocation Fund: Seeks capital Moderate Franklin Templeton Services, LLC
appreciation, with income as a secondary goal. The Fund normally invests Allocation
equal portions in Class 1 shares of Franklin Income Securities Fund;
Mutual Shares Securities Fund; and Templeton Growth Securities Fund.

PROFUNDS VP

ProFund VP Consumer Goods: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the Dow Jones U.S.
Consumer Goods Index. The Dow Jones U.S. Consumer Goods Index measures the
performance of consumer spending in the goods industry of the U.S. equity
market. Component companies include automobiles and auto parts and tires,
brewers and distillers, farming and fishing, durable and non-durable
household product manufacturers, cosmetic companies, food and tobacco
products, clothing, accessories and footwear.

ProFund VP Consumer Services: seeks daily investment results, before fees Specialty ProFund Advisors LLC
and expenses, that correspond to the daily performance of the Dow Jones
U.S. Consumer Services Index. The Dow Jones U.S. Consumer Services Index
measures the performance of consumer spending in the services industry of
the U.S. equity market. Component companies include airlines, broadcasting
and entertainment, apparel and broadline retailers, food and drug
retailers, media agencies, publishing, gambling, hotels, restaurants and
bars, and travel and tourism.

ProFund VP Financials: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the Dow Jones U.S.
Financials Index. The Dow Jones U.S. Financials Index measures the
performance of the financial services industry of the U.S. equity market.
Component companies include regional banks; major U.S. domiciled
international banks; full line, life, and property and casualty insurance
companies; companies that invest, directly or indirectly in real estate;
diversified financial companies such as Fannie Mae, credit card issuers,
check cashing companies, mortgage lenders and investment advisers;
securities brokers and dealers, including investment banks, merchant banks
and online brokers; and publicly traded stock exchanges.

ProFund VP Health Care: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the Dow Jones U.S.
Health Care Index. The Dow Jones U.S. Health Care Index measures the
performance of the healthcare industry of the U.S. equity market.
Component companies include health care providers, biotechnology
companies, medical supplies, advanced medical devices and pharmaceuticals.

ProFund VP Industrials: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the Dow Jones U.S.
Industrials Index. The Dow Jones U.S. Industrials Index measures the
performance of the industrial industry of the U.S. equity market.
Component companies include building materials, heavy construction,
factory equipment, heavy machinery, industrial services, pollution
control, containers and packaging, industrial diversified, air freight,
marine transportation, railroads, trucking, land-transportation equipment,
shipbuilding, transportation services, advanced industrial equipment,
electric components and equipment, and aerospace.

ProFund VP Large-Cap Value: seeks daily investment results, before fees Specialty ProFund Advisors LLC
and expenses,that correspond to the daily performance of the S&P
500/Citigroup Value Index(R). The S&P 500/Citigroup Value Index is
designed to provide a comprehensive measure of large-cap U.S. equity
"value" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P 500 Index that
have been identified as being on the value end of the growth value
spectrum.

ProFund VP Large-Cap Growth: seeks daily investment results, before fees Specialty ProFund Advisors LLC
and expenses, that correspond to the daily performance of the S&P
500/Citigroup Growth Index(R). The S&P 500/Citigroup Growth Index is
designed to provide a comprehensive measure of large-cap U.S. equity
"growth" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P 500 Index that
have been identified as being on the growth end of the growth-value
spectrum.

The S&P 500/Citigroup Growth Index is designed to provide a comprehensive measure of large-cap U.S. equity "growth" performance. It
is an unmanaged float adjusted market capitalization weighted index comprised of stocks representing approximately half the market
capitalization of the S&P 500 Index that have been identified as being on the growth end of the growth-value spectrum.

ProFund VP Mid-Cap Value: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the S&P MidCap
400/Citigroup Value Index(R). The S&P MidCap 400/Citigroup Value Index is
designed to provide a comprehensive measure of mid-cap U.S. equity "value"
performance. It is an unmanaged float adjusted market capitalization
weighted index comprised of stocks representing approximately half the
market capitalization of the S&P MidCap 400 Index that have been
identified as being on the value end of the growth-value spectrum.

ProFund VP Mid-Cap Growth: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the S&P MidCap
400/Citigroup Growth Index(R). The S&P MidCap 400/Citigroup Growth Index
is designed to provide a comprehensive measure of mid-cap U.S. equity
"growth" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P MidCap 400 Index
that have been identified as being on the growth end of the growth-value
spectrum.

The S&P MidCap 400/Citigroup Value Index is designed to provide a comprehensive measure of mid-cap U.S. equity "value" performance.
It is an unmanaged float adjusted market capitalization weighted index comprised of stocks representing approximately half the
market capitalization of the S&P MidCap 400 Index that have been identified as being on the value end of the growth-value spectrum.

ProFund VP Real Estate: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the Dow Jones U.S.
Real Estate Index. The Dow Jones U.S. Real Estate Index measures the
performance of the real estate sector of the U.S. equity market. Component
companies include those that invest directly or indirectly through
development, management or ownership of shopping malls, apartment
buildings and housing developments; and real estate investment trusts
("REITs") that invest in apartments, office and retail properties. REITs
are passive investment vehicles that invest primarily in income-producing
real estate or real estate related loans or interests.

ProFund VP Small-Cap Value: seeks daily investment results, before fees Specialty ProFund Advisors LLC
and expenses, that correspond to the daily performance of the S&P SmallCap
600/Citigroup Value Index(R). The S&P SmallCap 600/Citigroup Value Index
is designed to provide a comprehensive measure of small-cap U.S. equity
"value" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P SmallCap 600 Index
that have been identified as being on the value end of the growth-value
spectrum. (Note: The S&P SmallCap 600 Index is a measure of small-cap
company U.S. stock market performance. It is a float adjusted market
capitalization weighted index of 600 U.S. operating companies. Securities
are selected for inclusion in the index by an S&P committee through a
nonmechanical process that factors criteria such as liquidity, price,
market capitalization, financial viability, and public float.)

ProFund VP Small-Cap Growth: seeks daily investment results, before fees Specialty ProFund Advisors LLC
and expenses, that correspond to the daily performance of the S&P SmallCap
600/Citigroup Growth Index(R). The S&P SmallCap 600/Citigroup Growth Index
is designed to provide a comprehensive measure of small-cap U.S. equity
"growth" performance. It is an unmanaged float adjusted market
capitalization weighted index comprised of stocks representing
approximately half the market capitalization of the S&P SmallCap 600 Index
that have been identified as being on the growth end of the growth-value
spectrum. (Note: The S&P SmallCap 600 Index is a measure of small-cap
company U.S. stock market performance. It is a float adjusted market
capitalization weighted index of 600 U.S. operating companies. Securities
are selected for inclusion in the index by an S&P committee through a
nonmechanical process that factors criteria such as liquidity, price,
market capitalization, financial viability, and public float.)

The S&P SmallCap 600 Index is a measure of small-cap company U.S. stock market performance. It is a float adjusted market
capitalization weighted index of 600 U.S. operating companies. Securities are selected for inclusion in the index by an S&P
committee through a nonmechanical process that factors criteria such as liquidity, price, market capitalization, financial
viability, and public float.

ProFund VP Telecommunications: seeks daily investment results, before fees Specialty ProFund Advisors LLC
and expenses, that correspond to the daily performance of the Dow Jones
U.S. Telecommunications Index. The Dow Jones U.S. Telecommunications Index
measures the performance of the telecommunications industry of the U.S.
equity market. Component companies include fixed-line communications and
wireless communications companies.

ProFund VP Utilities: seeks daily investment results, before fees and Specialty ProFund Advisors LLC
expenses, that correspond to the daily performance of the Dow Jones U.S.
Utilities Sector Index. The Dow Jones U.S. Utilities Sector Index measures
the performance of the utilities industry of the U.S. equity market.
Component companies include electric utilities, gas utilities and water
utilities.

LIMITATIONS WITH OPTIONAL BENEFITS

As a condition to your participating in certain optional benefits, we limit the
Investment Options to which you may allocate your Account Value. Broadly
speaking, we offer two groups of "Permitted Sub-accounts". Under the first group
(Group I), your allowable investment options are more limited, but you are not
subject to mandatory quarterly re-balancing. We call the second group (Group II)
our "Custom Portfolios Program." The Custom Portfolios Program offers a larger
menu of portfolios, but you are subject to certain other restrictions.
Specifically:

. you must allocate at least 20% of your Account Value to certain
fixed income portfolios (currently, the AST PIMCO Total Return
Bond Portfolio and the AST Western Asset Core Plus Bond
Portfolio); and

. you may allocate up to 80% in the portfolios listed in the table
below; and

. on each benefit quarter (or the next Valuation Day, if the
quarter-end is not a Valuation Day), we will automatically
re-balance your Sub-accounts used with this Program, so that the
percentages devoted to each portfolio remain the same as those
in effect on the immediately preceding quarter-end. Note that on
the first quarter-end following your participation in the Custom
Portfolios Program, we will re-balance your Sub-accounts so that
the percentages devoted to each portfolio remain the same as
those in effect when you began the Custom Portfolios Program;
and

. between quarter-ends, you may re-allocate your Account Value
among the investment options permitted within this category. If
you reallocate, the next quarterly rebalancing will restore the
percentages to those of your most recent reallocation.

While those who do not participate in any optional benefit generally may invest
in any of the investment options described in the prospectus, only those who
participate in the optional benefits listed in Group II below may participate in
the Custom Portfolios Program. If you participate in the Custom Portfolios
Program, you may not participate in other Automatic Rebalancing Programs. We may
modify or terminate the Custom Portfolios Program at any time. Any such
modification or termination will (i) be implemented only after we have notified
you in advance, (ii) not affect the guarantees you had accrued under the
optional benefit or your ability to continue to participate in those optional
benefits, and (iii) not require you to transfer Account Value out of any
portfolio in which you participated immediately prior to the modification or
termination. If you are not participating in the Custom Portfolios Program at
the time of any modification or termination, or if you voluntarily transfer your
Account Value out of the Custom Portfolios Program after any modification or
termination, we may restrict your further eligibility to participate in the
Custom Portfolio Program.

Group I: Allowable Benefit Allocations

AST Academic Strategies Asset Allocation
AST Advanced Strategies
AST Balanced Asset Allocation
AST Capital Growth Asset Allocation
AST CLS Growth Asset Allocation
AST CLS Moderate Balanced Target
AST First Trust Balanced Target
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST Niemann Capital Growth Asset Allocation
AST Schroders Multi-Asset World Strategies
AST T. Rowe Price Asset Allocation
Franklin Templeton VIP Founding Funds Allocation Fund

Group II: Custom Portfolios Program

AST Capital Growth Asset Allocation
AST Cohen & Steers Realty
AST DeAM Large-Cap Value
AST Federated Aggressive Growth
AST First Trust Balanced Target
AST First Trust Capital Appreciation Target
AST Global Real Estate Portfolio
AST Goldman Sachs Concentrated Growth
AST Goldman Sachs Mid-Cap Growth
AST Goldman Sachs Small-Cap Value
AST High Yield
AST Horizon Growth Asset Allocation
AST Horizon Moderate Asset Allocation
AST International Growth
AST International Value
AST JP Morgan International Equity
AST Large-Cap Value
AST Lord Abbett Bond-Debenture
AST Marisco Capital Growth

AST MFS Global Equity
AST MSF Growth
AST Mid-Cap Value
AST Money Market
AST Neuberger Berman Mid-Cap Growth
AST Neuberger Berman/LSV Mid-Cap Value
AST Neuberger Berman Small-Cap Value
AST Niemann Capital Growth Asset Allocation
AST Parametric Emerging Markets Equity
AST PIMCO Limited Maturity Bond
AST Preservation Asset Allocation
AST QMA US Equity Alpha
AST Schroders Multi-Asset World Strategies Asset Allocation
AST Small-Cap Growth
AST Small-Cap Value
AST T. Rowe Price Asset Allocation
AST T. Rowe Price Global Bond
AST T. Rowe Price Large-Cap Growth
AST T. Rowe Price Natural Resources
AST UBS Dynamic Alpha Strategy
AST Western Asset Core Plus Bond
Franklin Templeton VIP Funding Funds Allocation Fund
Profund VP Consumer Goods
Profund VP Consumer Services
Profund VP Financials
Profund VP Health Care
Profund VP Industrials
Profund VP Large-Cap Growth
Profund VP Large-Cap Value
Profund VP Mid-Cap Growth
Profund VP Mid-Cap Value
Profund VP Real Estate
Profund VP Small-Cap Growth
Profund VP Small-Cap Value
Profund VP Telecommunications
Profund VP Utilities

FEES, CHARGES, AND DEDUCTIONS

In this section, we provide detail about the charges you incur if you own the
Annuity.

The charges under the Annuity are designed to cover, in the aggregate, our
direct and indirect costs of selling, administering and providing benefits under
the Annuity. They are also designed, in the aggregate, to compensate us for the
risks of loss we assume. If, as we expect, the charges that we collect from the
Annuity exceed our total costs in connection with the Annuity, we will earn a
profit. Otherwise we will incur a loss. For example, Pruco Life of New Jersey
may make a profit on the Insurance Charge if, over time, the actual costs of
providing the guaranteed insurance obligations and other expenses under the
Annuity are less than the amount we deduct for the Insurance Charge. To the
extent we make a profit on the Insurance Charge, such profit may be used for any
other corporate purpose

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
general, a given charge under the Annuity compensates us for our costs and risks
related to that charge and may provide for a profit. However, it is possible
that with respect to a particular obligation we have under this Annuity, we may
be compensated not only by the charge specifically tied to that obligation, but
also from one or more other charges we impose.

Transfer Fee: Currently, you may make twenty (20) free transfers between
investment options each Annuity Year. We may charge $10 for each transfer after
the twentieth in each Annuity Year. We do not consider transfers made as part of
a Dollar Cost Averaging, Automatic Rebalancing or Custom Portfolio Program when
we count the twenty free transfers. All transfers made on the same day will be
treated as one (1) transfer. The transfer fee is deducted pro rata from all
Sub-accounts in which you maintain Account Value immediately subsequent to the
transfer.

Annual Maintenance Fee: Prior to annuitization, we deduct an Annual Maintenance
Fee. The Annual Maintenance Fee is equal to $30 or 2% of your Account Value,
whichever is less. This fee will be deducted annually on the anniversary of the
Issue Date of your Annuity or, if you surrender your Annuity during the Annuity
Year, the fee is deducted at the time of surrender unless the surrender is taken
within 30 days of most recently assessed Annual Maintenance Fee. The fee is
taken out first from the Sub-accounts pro rata. The Annual Maintenance Fee is
only deducted if the sum of the Purchase Payments at the time the fee is
deducted is less than $100,000. We do not impose the Annual Maintenance Fee upon
annuitization (unless annuitization occurs on an Annuity anniversary), the
payment of a Death Benefit, or a medically-related full surrender. For
Beneficiaries that elect the Beneficiary Continuation Option, the Annual
Maintenance Fee is the lesser of $30 or 2% of Account Value and is only assessed
if the Account Value is less than $25,000 at the time the fee is assessed.

Insurance Charge: We deduct an Insurance Charge daily based on the annualized
rate shown in the "Summary of Contract Fees and Charges." The charge is assessed
against the assets allocated to the Sub-accounts. The Insurance Charge is the
combination of the Mortality & Expense Risk Charge and the Administration
Charge. The Insurance Charge is intended to compensate Pruco Life of New Jersey
for providing the insurance benefits under the Annuity, including the Annuity's
basic Death Benefit that provides guaranteed benefits to your beneficiaries even
if your Account Value declines, and the risk that persons we guarantee annuity
payments to will live longer than our assumptions. The charge also covers
administrative costs associated with providing the Annuity benefits, including
preparation of the contract and prospectus, confirmation statements, annual
account statements and annual reports, legal and accounting fees as well as
various related expenses. Finally, the charge covers the risk that our
assumptions about the mortality risks and expenses under the Annuity are
incorrect and that we have agreed not to increase these charges over time
despite our actual costs.

Optional Benefits for which we assess a charge: If you elect to purchase
optional benefits, we will deduct an additional charge. For some optional
benefits, the charge is assessed against your Account Value allocated to the
Sub-accounts. These charges are included in the daily calculation of the Unit
Price for each Sub-account. For certain other optional benefits, such as Highest
Daily Lifetime 6 Plus, the charge is assessed against the greater of the Account
Value and the Protected Withdrawal Value and is taken out of the Sub-accounts
quarterly. Please refer to the section entitled "Summary of Contract Fees and
Charges" for the list of charges for each optional benefit.

Fees and Expenses Incurred by the Portfolios: Each portfolio incurs total
annualized operating expenses comprised of an investment management fee, other
expenses and any distribution and service (12b-1) fees that may apply. These
fees and expenses are reflected daily by each portfolio before it provides Pruco
Life of New Jersey with the net asset value as of the close of business each
Valuation Day. More detailed information about fees and expenses can be found in
the prospectuses for the portfolios.

ANNUITY PAYMENT OPTION CHARGES

If you select a fixed payment option, the amount of each fixed payment will
depend on the Account Value of your Annuity when you elected to annuitize. There
is no specific charge deducted from these payments; however, the amount of each
annuity payment reflects assumptions about our insurance expenses. Also, a tax
charge may apply.

EXCEPTIONS/REDUCTIONS TO FEES AND CHARGES

We may reduce or eliminate certain fees and charges or alter the manner in which
the particular fee or charge is deducted. For example, we may reduce or
eliminate the amount of the Annual Maintenance Fee or reduce the portion of the
total Insurance Charge that is deducted as an Administration Charge. We will not
discriminate unfairly between Annuity purchasers if and when we reduce any fees
and charges.

PURCHASING YOUR ANNUITY

REQUIREMENTS FOR PURCHASING THE ANNUITY

Initial Purchase Payment: Unless we agree otherwise and subject to our rules,
you must make an initial Purchase Payment of at least $10,000 for the [ ]
Series. However, if you decide to make payments under a systematic investment or
an electronic funds transfer program, we may accept a lower initial Purchase
Payment provided that, within the first Annuity Year, your subsequent Purchase
Payments plus your initial Purchase Payment total the minimum initial Purchase
Payment amount required for the Annuity purchased.

We must approve any initial and additional Purchase Payments where the total
amount of Purchase Payments equal $1,000,000 or more with respect to this
Annuity and any other annuities you are purchasing from us (or that you already
own) and/or our affiliates. Applicable laws designed to counter terrorists and
prevent money laundering might, in certain circumstances, require us to block an
Annuity 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 Annuity to government regulators.

Except as noted below, Purchase Payments must be submitted by check drawn on a
U.S. bank, in U.S. dollars, and made payable to Pruco Life of New Jersey.
Purchase payments may also be submitted via 1035 exchange or direct transfer of
funds. Under certain circumstances, Purchase Payments may be transmitted to
Pruco Life of New Jersey via wiring funds through your Financial Professional's
broker-dealer firm. Additional Purchase Payments may also be applied to your
Annuity under an electronic funds transfer, an arrangement where you authorize
us to deduct money directly from your bank account. We may reject any payment if
it is received in an unacceptable form. Our acceptance of a check is subject to
our ability to collect funds.

Once we accept your application, we invest your Purchase Payment in your Annuity
according to your instructions. You can allocate Purchase Payments to one or
more available Investment Options. Investment restrictions will apply if you
elect optional benefits.

Age Restrictions: Unless we agree otherwise and subject to our rules, each of
the Owner(s) and Annuitant(s) must not be older than a maximum issue age as of
the Issue Date of the Annuity (age 85). If you purchase a Beneficiary Annuity,
the maximum issue age is 70, based on the Key Life. The availability and level
of protection of certain optional benefits may vary based on the age of the
oldest Owner (or Annuitant, if entity owned) on the Issue Date of the Annuity or
the date of the Owner's death.

Additional Purchase Payments. You may make additional Purchase Payments,
provided that the payment is at least $100 (we impose a $50 minimum for EFT
purchases). We may amend this Purchase Payment minimum, and/or limit the
Investment Options to which you may direct Purchase Payments. You may make
additional Purchase Payments, unless the Annuity is held as a Beneficiary
Annuity, at any time before the earlier of the Annuity Date and the oldest of
the Owner's or Annuitant's 86th birthday. However, Purchase Payments are not
permitted after the Account Value is reduced to zero. We may limit or reject any
Purchase Payment. Depending on the tax status of your Annuity (e.g, if you own
the Annuity through an IRA), there may be annual contribution limits dictated by
applicable law. Please see the Tax Considerations section for additional
information on these contribution limits.

Additional Purchase Payments will be allocated to the Investment Options
according to your instructions. If you have not provided any allocation
instructions with the additional Purchase Payment, we will allocate the Purchase
Payment on a pro rata basis to the Sub-accounts in which your Account Value is
then allocated, excluding any Sub-accounts to which you may not electively
allocate Account Value. If your Account Value in the Sub-accounts to which you
may electively allocate Account Value is zero, we will allocate your additional
Purchase Payment to the AST Money Market Sub-account.

DESIGNATION OF OWNER, ANNUITANT, AND BENEFICIARY

Owner, Annuitant and Beneficiary Designations: We will ask you to name the
Owner(s), Annuitant and one or more Beneficiaries for your Annuity.

. Owner: The Owner(s) holds all rights under the Annuity. You may name
up to two Owners in which case all ownership rights are held jointly.
Generally, joint owners are required to act jointly; however, if each
owner provides us with an instruction that we find acceptable, we will
permit each owner to act independently on behalf of both owners. All
information and documents that we are required to send you will be
sent to the first named owner. Co-ownership by entity owners or an
entity owner and an individual is not permitted. Refer to the Glossary
of Terms for a complete description of the term "Owner." Prior to
annuitization, there is no right of survivorship (other than any
spousal continuance right that may be available to a surviving
spouse).

. Annuitant: The Annuitant is the person upon whose life we make annuity
payments. You must name an Annuitant who is a natural person. We do
not accept a designation of joint Annuitants during the Accumulation
Period. In limited circumstances and where allowed by law, we may
allow you to name one or more "Contingent Annuitants" with our prior
approval. Generally, a Contingent Annuitant will become the Annuitant
if the Annuitant dies before the Annuity Date. Please refer to the
discussion of "Considerations for Contingent Annuitants" in the Tax
Considerations section of the prospectus. For Beneficiary Annuities,
instead of an Annuitant there is a "Key Life" which is used to
determine the annual required distributions.

. Beneficiary: The Beneficiary is the person(s) or entity you name to
receive the Death Benefit. Your Beneficiary designation should be the
exact name of your Beneficiary, not only a reference to the
Beneficiary's relationship to you. If you use a class designation in
lieu of designating individuals (e.g. "surviving children"), we will
pay the class of Beneficiaries as determined at the time of your death
and not the class of Beneficiaries that existed at the time the
designation was made. If no Beneficiary is named, the Death Benefit
will be paid to you or your estate. For Beneficiary Annuities, instead
of a Beneficiary, the term "Successor" is used.

"Beneficiary" Annuity

You may purchase an Annuity if you are a Beneficiary of an account that was
owned by a decedent, subject to the following requirements. You may transfer the
proceeds of the decedent's account into the Annuity described in this prospectus
and receive distributions that are required by the tax laws. This transfer
option is not available if the proceeds are being transferred from an annuity
issued by us or one of our affiliates and the annuity offers a "Beneficiary
Continuation Option".

For IRAs and Roth IRAs, distributions must begin by December 31 of the year
following the year of the decedent's death. If you are the surviving spouse
Beneficiary, distributions may be deferred until the decedent would have
attained age 70 1/2, however if you choose to defer distributions, you are
responsible for complying with the distribution requirements under the Code, and
you must notify us when you would like distributions to begin. For additional
information regarding the tax considerations applicable to beneficiaries of an
IRA or Roth IRA, see "Required Distributions Upon Your Death for Qualified
Annuity Contracts" in the Tax Considerations section of this prospectus.

You may take withdrawals in excess of your required distributions. Any
withdrawals you take count toward the required distribution for the year. All
applicable charges will be assessed against your Annuity, such as the Insurance
Charge and the Annual Maintenance Fee.

Please note the following additional limitations for a Beneficiary Annuity:

.. You may not elect any optional living or death benefits.

.. You may not annuitize the Annuity; no annuity options are available.

.. You may participate only in the following programs: Auto-Rebalancing,
Dollar Cost Averaging, or Systematic Withdrawals.

.. You may not assign or change ownership of the Annuity, and you may not
change or designate another life upon which distributions are based. A
Beneficiary Annuity may not be co-owned.

.. The beneficial owner of the Annuity can be an individual, grantor trust,
or, for an IRA or Roth IRA, a qualified trust. In general, a qualified
trust (1) must be valid under state law; (2) must be irrevocable or became
irrevocable by its terms upon the death of the IRA or Roth IRA owner; and
(3) the Beneficiaries of the trust who are Beneficiaries with respect to
the trust's interest in this Annuity must be identifiable from the trust
instrument and must be individuals. A qualified trust may be required to
provide us with a list of all Beneficiaries to the trust (including
contingent and remainder Beneficiaries with a description of the conditions
on their entitlement), all of whom must be individuals, as of September
30th of the year following the year of death of the IRA or Roth IRA owner,
or date of Annuity application if later. The trustee may also be required
to provide a copy of the trust document upon request. If the beneficial
owner of the Annuity is a grantor trust, distributions must be based on the
life expectancy of the grantor. If the beneficial owner of the Annuity is a
qualified trust, distributions must be based on the life expectancy of the
oldest Beneficiary under the trust.

RIGHT TO CANCEL

SCHEDULED PAYMENTS DIRECTLY FROM MY BANK ACCOUNT

You can make additional Purchase Payments to your Annuity by authorizing us to
deduct money directly from your bank account and applying it to your Annuity,
unless the Annuity is held as a Beneficiary Annuity. Investment restrictions
will apply if you elect optional benefits. No additional purchase payments are
permitted if you have elected the Beneficiary Annuity. We may suspend or cancel
electronic funds transfer privileges if sufficient funds are not available from
the applicable financial institution on any date that a transaction is scheduled
to occur.

SALARY REDUCTION PROGRAMS

MANAGING YOUR ANNUITY

CHANGE OF OWNER, ANNUITANT AND BENEFICIARY DESIGNATIONS

You may change the Owner, Annuitant and Beneficiary designations by sending us a
request in Good Order. Such a request will be effective on the date you sign it.
However, if the Annuity is held as a Beneficiary Annuity, the Owner may not be
changed and you may not designate another Key Life upon which distributions are
based. Upon an ownership change, any automated investment or withdrawal programs
will be canceled. The new owner must submit the applicable program enrollment if
they wish to participate in such a program. Where allowed by law, such changes
will be subject to our acceptance. Some of the changes we will not accept
include, but are not limited to:

. a new Owner subsequent to the death of the Owner or the first of any
co-Owners to die, except where a spouse-Beneficiary has become the
Owner as a result of an Owner's death;

. a new Annuitant subsequent to the Annuity Date if the annuity option
includes a life contingency;

. a new Annuitant prior to the Annuity Date if the Owner is an entity;

. a designation change if the change request is received at our Service
Office after the Annuity Date; or

. A change of Beneficiary designation if the change request is received
at our Service Office after the Annuity Date.

We reserve the right to reject any proposed change of Owner, Annuitant, or
Beneficiary, as well as any proposed assignment of the Annuity. We will
implement this right on a non-discriminatory basis. There are restrictions on
designation changes when you have elected certain optional benefits. We assume
no responsibility for the validity or tax consequences of any change of
ownership. A change of Owner, Annuitant, or Beneficiary will take effect on the
date the notice of change is signed. Any change we accept is subject to any
transactions processed by us before we receive this notice of change.

Death Benefit Suspension Upon Change of Owner or Annuitant. If there is a change
of Owner or Annuitant, the change may affect the amount of the Death Benefit.
See the Death Benefits and Optional Death Benefit Rider section of this
prospectus for additional details.

Spousal Designations

If an Annuity is co-owned by spouses, we will assume that the sole primary
Beneficiary is the surviving spouse that was named as the co-owner unless you
elect an alternative Beneficiary designation.

We may offer certain spousal benefits to civil union couples or same-sex
marriages. You should be aware, however, that federal tax law does not recognize
civil unions or same-sex marriages. Therefore, we cannot permit a civil union
partner or same-sex spouse to continue the annuity upon the death of the first
partner within the meaning of the federal tax law. This limits the benefits
afforded a civil union partner or same-sex spouse under the annuity's "spousal
continuance" provision. Civil union couples and same-sex marriage spouses should
consider that limitation before selecting a spousal benefit under the annuity.

Contingent Annuitant

Where the Annuity is held by a Custodial Account, the Contingent 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
Annuity. If the Custodial Account elects to continue the Annuity, the Death
Benefit payable will equal the Death Benefit described in spousal continuation
section of the Death Benefits and Optional Death Benefit Rider section of this
prospectus.

See the section above entitled "Spousal Designations" for more information
about how the Annuity can be continued by a Custodial Account.

MANAGING YOUR ACCOUNT VALUE

There are several programs we administer to help you manage your Account Value,
as described in this section.

DOLLAR COST AVERAGING PROGRAMS

We offer a Dollar Cost Averaging Program during the Accumulation Period. In
general, Dollar Cost Averaging allows you to systematically transfer an amount
periodically from one Sub-account to one or more other Sub-accounts. You can
choose to transfer earnings only, principal plus earnings or a flat dollar
amount. You may elect a Dollar Cost Averaging program that transfers amounts
monthly, quarterly, semi-annually, or annually from Sub-accounts (if you make no
selection, we will effect transfers on a monthly basis).

AUTOMATIC REBALANCING PROGRAMS

During the Accumulation Period, we offer Automatic Rebalancing among the
Sub-accounts you choose. You can choose to have your Account Value rebalanced
monthly, quarterly, semi-annually, or annually. On the appropriate date, the
Sub-accounts you choose are rebalanced to the allocation percentages you
requested. With Automatic Rebalancing, we transfer the appropriate amount from
the "overweighted" Sub-accounts to the "underweighted" Sub-accounts to return
your allocations to the percentages you request. For example, over time the
performance of the Sub-accounts will differ, causing your percentage allocations
to shift. You may make additional transfers; however, the Automatic Rebalancing
program will not reflect such transfers unless we receive instructions from you
indicating that you would like to adjust the program. There is no minimum
Account Value required to enroll in Automatic Rebalancing. All rebalancing
transfers as part of an Automatic Rebalancing program are not included when
counting the number of transfers each year toward the maximum number of free
transfers. We do not deduct a charge for participating in an Automatic
Rebalancing program. Participation in the Automatic Rebalancing program may be
restricted if you are enrolled in certain other optional programs. Sub-accounts
that are part of a systematic withdrawal program or Dollar Cost Averaging
program will be excluded from an Automatic Rebalancing program.

AUTHORIZATION OF A THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT

This Annuity is intended to be used where you have engaged your own investment
advisor to provide advice regarding the allocation of your Account Value. Such
an investment advisor may be a firm or person appointed by us, or whose
affiliated broker-dealers are appointed by us, as authorized sellers of the
Annuity. Even if this is the case, however, please note that the investment
advisor you engage to provide advice and/or make transfers for you, is not
acting on our behalf, but rather is acting on your behalf. We do not offer
advice about how to allocate your Account Value under any circumstance. As such,
we are not responsible for any recommendations such investment advisors make,
any investment models or asset allocation programs they choose to follow or any
specific transfers they make on your behalf.

Any fee that is charged by your investment advisor is in addition to the fees
and expenses that apply under your Annuity. Please be aware that if you
authorize your investment advisor to withdraw amounts from your Annuity to pay
for the investment advisor's fee, such fee deduction will be treated a
withdrawal. As with any other withdrawal from your Annuity, you may incur
adverse tax consequences. Additionally, any of the various living and death
benefit guarantees, such as those provided by Highest Daily Lifetime 6 Plus,
would be reduced in accordance with the provisions of those benefits. For
example, the deduction of the fee could result in Excess Income under Highest
Daily Lifetime 6 Plus.

We are not a party to the agreement you have with your investment advisor, and
do not verify that amounts withdrawn from your Annuity, including amounts
withdrawn to pay for the investment advisor's fee, are within the terms of your
agreement with your investment advisor. You will, however, receive confirmations
of transactions that affect your Annuity that among other things reflect
advisory fees deducted from your Account Value. It is your responsibility to
arrange for the payment of the advisory fee charged by your investment advisor.
Similarly, it is your responsibility to understand the advisory services
provided by your investment advisor and the advisory fees charged for those
services.

Special Rules for Distributions to Pay Advisory Fees

We treat partial withdrawals to pay advisory fees as taxable distributions
unless your Annuity is being used in conjunction with a "qualified" retirement
plan (plans meeting the requirements of Sections 401, 403 or 408 of the Code).

FINANCIAL PROFESSIONAL PERMISSION TO FORWARD TRANSACTION INSTRUCTIONS

Please Note: Contracts managed by your Financial Professional also are subject
to the restrictions on transfers between investment options that are discussed
in the section below entitled "RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT
OPTIONS" We may also require that your Financial Professional transmit all
financial transactions using the electronic trading functionality available
through our Internet website (www.prudential.com). Limitations that we may
impose on your Financial Professional under the terms of an administrative
agreement (e.g., a custodial agreement) do not apply to financial transactions
requested by an Owner on their own behalf, except as otherwise described in this
prospectus.

RESTRICTIONS ON TRANSFERS BETWEEN INVESTMENT OPTIONS

During the accumulation period you may transfer Account Value between Investment
Options subject to the restrictions outlined below. Transfers are not subject to
taxation on any gain. We do not currently require a minimum amount in each
Sub-account you allocate Account Value to at the time of any allocation or
transfer. Although we do not currently impose a minimum transfer amount, we
reserve the right to require that any transfer be at least $50.

Transfers under this Annuity consist of those you initiate or those made under a
systematic program, a dollar cost averaging program, or pursuant to a
mathematical formula required as part of an optional benefit (e.g., Highest
Daily Lifetime 6 Plus). The transfer restrictions discussed in this section
apply only to the former type of transfer (i.e., a transfer that you initiate).

Once you have made 20 transfers among the Sub-accounts during an Annuity 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 20 transfer limit, we (i) do not view a
facsimile transmission as a "writing", (ii) will treat multiple transfer
requests submitted on the same Valuation Day as a single transfer, and (iii) do
not count any transfer that solely involves Sub-accounts corresponding to any
ProFund portfolio and/or the AST Money Market Portfolio, or any transfer that
involves one of our systematic programs, such as automated withdrawals.

Frequent transfers among Sub-accounts in response to short-term fluctuations in
markets, sometimes called "market timing," can make it very difficult for a
portfolio manager to manage a portfolio's investments. Frequent transfers may
cause the portfolio to hold more cash than otherwise necessary, disrupt
management strategies, increase transaction costs, or affect performance. Each
Annuity offers Sub-accounts designed for Owners who wish to engage in frequent
transfers (i.e., the Sub-account corresponding to the AST Money Market
portfolio), and we encourage Owners seeking frequent transfers to utilize those
Sub-accounts. In light of the risks posed to Owners and other investors by
frequent transfers, we reserve the right to limit the number of transfers in any
Annuity Year for all existing or new Owners and to take the other actions
discussed below. We also reserve the right to limit the number of transfers in
any Annuity 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 Unit Values or the share prices of the portfolios; or (b) we are
informed by a portfolio (e.g., by the portfolio's portfolio manager) that the
purchase or redemption of shares in the portfolio must be restricted because the
portfolio believes the transfer activity to which such purchase and redemption
relates would have a detrimental effect on the share prices of the affected
portfolio. 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
portfolio. 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 Sub-account (other than the AST Money Market
Sub-account, or a Sub-account corresponding to a ProFund portfolio), we
track amounts exceeding a certain dollar threshold that were transferred
into the Sub-account. If you transfer such amount into a particular
Sub-account, and within 30 calendar days thereafter transfer (the "Transfer
Out") all or a portion of that amount into another Sub-account, then upon
the Transfer Out, the former Sub-account becomes restricted (the
"Restricted Sub-account"). Specifically, we will not permit subsequent
transfers into the Restricted Sub-account for 90 calendar days after the
Transfer Out if the Restricted Sub-account invests in a non-international
portfolio, or 180 calendar days after the Transfer Out if the Restricted
Sub-account invests in an international portfolio. For purposes of this
rule, we (i) do not count transfers made in connection with one of our
systematic programs, such as asset allocation or automated withdrawals;
(ii) do not count any transfer that solely involves the AST Money Market
Portfolio or a ProFund VP Portfolio; and (iii) do not categorize as a
transfer the first transfer that you make after

the Issue Date, if you make that transfer within 30 calendar days after the
Issue Date. Even if an amount becomes restricted under the foregoing rules,
you are still free to redeem the amount from your Annuity at any time.

If we deny one or more transfer requests under the foregoing rules, we will
inform you or your Financial Professional promptly of the circumstances
concerning the denial.

There are contract owners of different variable annuity contracts that are
funded through the same Separate Account that may not be subject to the
above-referenced transfer restrictions and, therefore, might make more numerous
and frequent transfers than contract owners who are subject to such limitations.
Finally, there are contract owners of other variable annuity contracts or
variable life contracts that are issued by Pruco Life of New Jersey as well as
other insurance companies that have the same underlying mutual fund portfolios
available to them. Since some contract owners are not subject to the same
transfer restrictions, 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. Similarly, while contracts managed by a Financial Professional are
subject to the restrictions on transfers between investment options that are
discussed above, if the advisor manages a number of contracts in the same
fashion unfavorable consequences may be associated with management activity
since it may involve the movement of a substantial portion of an underlying
mutual fund's assets which may affect all contract owners invested in the
affected options. Apart from jurisdiction-specific and contract differences in
transfer restrictions, we will apply these rules uniformly (including contracts
managed by a Financial Professional) and will not waive a transfer restriction
for any Owner.

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

The portfolios have adopted their own policies and procedures with respect to
excessive trading of their respective shares, and we reserve the right to
enforce any such current or future 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 or its transfer agent that obligates us
to provide to the portfolio promptly upon request certain information about the
trading activity of individual contract owners (including an Annuity Owner's TIN
number), 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 (redemption fee) in
connection with a transfer out of the Sub-account investing in that portfolio
that occurs within a certain number of days following the date of allocation to
the Sub-account. 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 Account Value, to
the extent allowed by law. At present, no portfolio has adopted a short-term
trading fee.

ACCESS TO ACCOUNT VALUE

TYPES OF DISTRIBUTIONS AVAILABLE TO YOU

During the Accumulation Period you can access your Account Value through partial
withdrawals, Systematic Withdrawals, and where required for tax purposes,
Required Minimum Distributions. You can also surrender your Annuity at any time.
Depending on your instructions, we may deduct the Annual Maintenance Fee, any
Tax Charge that applies and the charge for any optional benefits. Unless you
notify us differently as permitted, withdrawals are taken pro rata (i.e. "pro
rata" meaning that the percentage of each investment option withdrawn is the
same percentage that the Investment Option bears to the total Account Value).
Each of these types of distributions is described more fully below.

TAX IMPLICATIONS FOR DISTRIBUTIONS

Prior to Annuitization

A distribution prior to annuitization is deemed to come first from any "gain" in
your Annuity and second as a return of your "tax basis", if any. Distributions
from your Annuity are generally subject to ordinary income taxation on the
amount of any investment gain unless the distribution qualifies as a non-taxable
exchange or transfer. If you take a distribution prior to the taxpayer's age 59
1/2, you may be subject to a 10% penalty in addition to ordinary income taxes on
any gain. You may wish to consult a professional tax advisor for advice before
requesting a distribution.

During the Annuitization Period

During the annuitization period, a portion of each annuity payment is taxed as
ordinary income at the tax rate you are subject to at the time of the payment.
The Code and regulations have "exclusionary rules" that we use to determine what
portion of each annuity payment should be treated as a return of any tax basis
you have in your Annuity. Once the tax basis in your Annuity has been
distributed, the remaining annuity payments are taxable as ordinary income. The
tax basis in your Annuity may be based on the tax-basis from a prior contract in
the case of a 1035 exchange or other qualifying transfer.

For more information, see "Tax Considerations".

SYSTEMATIC WITHDRAWALS FROM MY ANNUITY DURING THE ACCUMULATION PERIOD

You can receive Systematic Withdrawals of earnings only, or a flat dollar
amount. Systematic Withdrawals can be made from Account Value allocated to the
Sub-accounts. There is no minimum Surrender Value we require to allow you to
begin a program of Systematic Withdrawals. The minimum amount for each
Systematic Withdrawal is $100. If any scheduled Systematic Withdrawal is for
less than $100 (which may occur under a program that provides payment of an
amount equal to the earnings in your Annuity for the period requested), we may
postpone the withdrawal and add the expected amount to the amount that is to be
withdrawn on the next scheduled Systematic Withdrawal.

We will withdraw systematic withdrawals from the Investment Options you have
designated. Unless you notify us differently as permitted, withdrawals are taken
pro rata based on the Account Value in the Investment Options at the time we
receive your withdrawal request (i.e. "pro rata" meaning that the percentage of
each Investment Option withdrawn is the same percentage that the Investment
Option bears to the total Account Value).

SYSTEMATIC WITHDRAWALS UNDER SECTIONS 72(t)/72(q) OF THE INTERNAL REVENUE CODE

If your Annuity is used as a funding vehicle for certain retirement plans that
receive special tax treatment under Sections 401, 403(b), 408 or 408A of the
Code, Section 72(t) of the Code may provide an exception to the 10% penalty tax
on distributions made prior to age 59 1/2 if you elect to receive distributions
as a series of "substantially equal periodic payments." For Annuities issued as
non-qualified annuities, the Code may provide a similar exemption from penalty
under Section 72(q) of the Code. To request a program that complies with
Sections 72(t)/72(q), you must provide us with certain required information in
writing on a form acceptable to us. We may require advance notice to allow us to
calculate the amount of 72(t)/72(q) withdrawals. There is no minimum Surrender
Value we require to allow you to begin a program for withdrawals under Sections
72(t)/72(q). The minimum amount for any such withdrawal is $100 and payments may
be made monthly, quarterly, semi-annually or annually.

Please note that if a withdrawal under 72(t) or 72(q) was scheduled to be
effected between December 25th and December 31st of a given year, then we will
implement the withdrawal on the last Valuation Day prior to Christmas of that
year.

REQUIRED MINIMUM DISTRIBUTIONS

You may also annuitize your Annuity and begin receiving payments for the
remainder of your life (or life expectancy) as a means of receiving income
payments and satisfying the Required Minimum Distribution provisions under the
Code. Please see " Living Benefits" for further information relating to Required
Minimum Distributions if you own that benefit.

In any year in which the requirement to take Required Minimum Distributions is
suspended by law, we reserve the right, in our sole discretion and regardless of
any position taken on this issue in a prior year, to treat any amount that would
have been considered as a Required Minimum Distribution if not for the
suspension as eligible for treatment as described herein.

Please note that if a Required Minimum Distribution was scheduled to be effected
between December 25th and December 31st of a given year, then we will implement
the Required Minimum Distribution on the last Valuation Day prior to Christmas
of that year.

See "Tax Considerations" for a further discussion of Required Minimum
Distributions.

SURRENDERS

SURRENDER VALUE

During the Accumulation Period you can surrender your Annuity at any time, and
you will receive the Surrender Value. Upon surrender of your Annuity, you will
no longer have any rights under the surrendered Annuity. Your Surrender Value is
equal to the Account Value less any applicable tax charges, any charges
assessable as a deduction from the Account Value for any optional benefits
provided by rider or endorsement, and any Annual Maintenance Fee.

ANNUITY OPTIONS

We currently make annuity options available that provide fixed annuity payments.
Fixed options provide the same amount with each payment. Please refer to the
"Living Benefits" section below for a description of annuity options that are
available when you elect one of the living benefits. Please note that
annuitization involves converting your Account 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).

You may choose an Annuity Date, an annuity option, and the frequency of annuity
payments. You may change your choices before the Annuity Date. The "Latest
Annuity Date" must be no later than the first day of the calendar month next
following the 95th birthday of the oldest of any Owner and Annuitant (whichever
occurs first). Certain annuity options may not be available depending on the age
of the Annuitant. If needed, we will require proof in Good Order of the
Annuitant's age before commencing annuity payments. Likewise, we may require
proof in Good Order that an Annuitant is still alive, as a condition of our
making additional annuity payments while the Annuitant lives. We will seek to
recover life income annuity payments that we made after the death of the
Annuitant.

If the initial annuity payment would be less than $100, we will not allow you to
annuitize. Instead, we will pay you your current Account Value in a lump sum and
terminate your Annuity. Similarly, we reserve the right to pay your Account
Value in a lump sum, rather than allow you to annuitize, if the surrender value
of your Annuity is less than $2000 on the date on which you would annuitize.

Once annuity payments begin, you no longer receive benefits under any optional
living benefit (unless you have annuitized under that benefit) or the Death
Benefit(s) described below.

Certain of these annuity options may be available to Beneficiaries who choose to
receive the Death Benefit proceeds as a series of payments instead of a lump sum
payment.

Please note that you may not annuitize within the first Annuity Year.

For Beneficiary Annuities, no annuity payments are available and all references
to an Annuity Date are not applicable.

Option 1

Option 2

Life Income Annuity Option With a Period Certain: Under this option, income is
payable monthly, quarterly, semiannually, or annually for the number of years
selected (the "period certain"), subject to our then current rules, and
thereafter until the death of the Annuitant. Should the Annuitant die before the
end of the period certain, the remaining period certain payments are paid to the
named Beneficiary, or your estate if no Beneficiary is named, until the end of
the period certain. If an annuity option is not selected by the Annuity Date,
this is the option we will automatically select for you, using a period certain
of 8 years, unless prohibited by applicable law. If the Annuitant's life
expectancy is less than the period certain, we will institute a shorter period
certain, determined according to applicable IRS tables. If the life income
annuity option is prohibited by applicable law, then we will pay you a lump sum
in lieu of this option.

Other Annuity Options

We may make available 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. Currently, we make
available one annuity option that makes payments for the life of the Annuitant,
and another annuity option that makes payments for the life of the Annuitant and
his/her spouse. Under the payments for life option, income is payable
periodically until the death of the Annuitant. The Annuitant is the person or
persons upon whose life annuity payments are based. No additional annuity
payments are made after the death of the Annuitant. Since no minimum number of
payments is guaranteed, this option offers the largest potential number of
periodic payments of the life contingent annuity options. It is possible that
only one payment will be payable if the death of the Annuitant occurs before the
date the second payment was due, and no other payments nor death benefits would
be payable. Under the payments based on joint lives option, income is payable
periodically during the joint lifetime of two Annuitants, ceasing with the last
payment prior to the survivor's death. No minimum number of payments is
guaranteed under this option. It is possible that only one payment will be
payable if the death of all the Annuitants occurs before the date the second
payment was due, and no other payments or death benefits would be payable. We
reserve the right to cease offering those life-only annuity options.

CHOOSING THE ANNUITY PAYMENT OPTION

LIVING BENEFITS

Pruco Life of New Jersey offers different optional benefits, for an additional
charge, that can provide investment protection for Owners while they are alive.
No optional living benefit may be elected if your Annuity is held as a
Beneficiary Annuity. Notwithstanding the additional protection provided under
the optional Living Benefits, the additional cost has the impact of reducing net
performance of the Investment Options. Each optional benefit offers a distinct
type of guarantee, regardless of the performance of the Sub-accounts, that may
be appropriate for you depending on the manner in which you intend to make use
of your Annuity while you are alive. Depending on which optional benefit you
choose, you can have substantial flexibility to invest in the Sub-accounts
while:

.. protecting a principal amount from decreases in value due to investment
performance;

.. guaranteeing a minimum amount of growth will be applied to your principal,
if it is to be used as the basis for lifetime withdrawals; or

.. providing spousal continuation of certain benefits.

The "living benefits" are as follows:

.. Highest Daily Lifetime 6 Plus Income Benefit

.. Spousal Highest Daily Lifetime 6 Plus Income Benefit

.. Guaranteed Return Option Plus II (GRO Plus II)

.. Highest Daily Guaranteed Return Option II (HD GRO II)

Here is a general description of each kind of living benefit that exists under
this Annuity:

Lifetime Guaranteed Minimum Withdrawal Benefits. These benefits are designed for
someone who wants a guaranteed lifetime income stream through withdrawals over
time, rather than by annuitizing. Please note that there is a Latest Annuity
Date under your Annuity, by which date annuity payments must commence.

Please refer to the benefit description that follows for a complete description
of the terms, conditions and limitations of each optional benefit. See the chart
in the "Investment Options" section of the prospectus for a list of Investment
Options available and permitted with each benefit. You should consult with your
Financial Professional to determine if any of these optional benefits may be
appropriate for you based on your financial needs. As is the case with optional
living benefits in general, the fulfillment of our guarantee under these
benefits is dependent on our claims-paying ability.

Termination of Existing Benefits and Election of New Benefits

If you elect an optional living benefit, you may subsequently terminate the
benefit and elect one of the then currently available benefits, subject to
availability of the benefit at that time and our then current rules. There is
currently no waiting period for such an election (you may elect a new benefit
beginning on the next Valuation Day), provided that upon such an election, your
Account Value must be allocated to the Investment Options prescribed for the
optional benefit. We reserve the right to waive, change and/or further limit
availability and election frequencies in the future. Check with your Financial
Professional regarding the availability of re-electing or electing a benefit and
any waiting period. The benefit you re-elect or elect may be more expensive than
the benefit you are terminating. Note that once you terminate an existing
benefit, you lose the guarantees that you had accumulated under your existing
benefit and will begin the new guarantees under the new benefit you elect based
on your Account Value as of the date the new benefit becomes effective. You
should carefully consider whether terminating your existing benefit and electing
a new benefit is appropriate for you.

HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT (HD 6 Plus)

We offer a benefit that guarantees until the death of the single designated life
(the Annuitant) the ability to withdraw an annual amount (the "Annual Income
Amount") equal to a percentage of an initial value (the "Protected Withdrawal
Value") regardless of the impact of Sub-account performance on the Account
Value, subject to our rules regarding the timing and amount of withdrawals. You
are guaranteed to be able to withdraw the Annual Income Amount for the rest of
your life provided that you do not take withdrawals of excess income that
resulted in your Account Value being reduced to zero. We also permit you to
designate the first withdrawal from your Annuity as a one-time "Non-Lifetime
Withdrawal". All other withdrawals from your Annuity are considered a "Lifetime
Withdrawal" under the benefit. Highest Daily Lifetime 6 Plus may be appropriate
if you intend to make periodic withdrawals from your Annuity, and wish to ensure
that Sub-account performance will not affect your ability to receive annual
payments. You are not required to take 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. An integral component of Highest Daily
Lifetime 6 Plus is the predetermined mathematical formula we employ that may
periodically transfer your Account Value to and from the AST Investment Grade
Bond Sub-account. See the section below entitled "How Highest Daily Lifetime 6
Plus Transfers Account Value Between Your Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account."

The income benefit under Highest Daily Lifetime 6 Plus currently is based on a
single "designated life" who is at least 45 years old on the date that the
benefit is acquired. The Highest Daily Lifetime 6 Plus Benefit is not available
if you elect any other optional living benefit, although you may elect any
optional death benefit. As long as your Highest Daily Lifetime 6 Plus Benefit is
in effect, you must allocate your Account Value in accordance with the permitted
Sub-accounts and other investment option(s) available with this benefit. For a
more detailed description of the permitted investment options, see the
"Investment Options" section.

Key Feature - Protected Withdrawal Value

equal to your Account Value. On each Valuation Day thereafter, until the date of
your first Lifetime Withdrawal (excluding any Non-Lifetime Withdrawal discussed
below), the Protected Withdrawal Value is equal to the "Periodic Value"
described in the next paragraphs.

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during
the calendar day(s) between the Prior Valuation Day and the Current
Valuation Day (i.e., one day for successive Valuation Days, but more than
one calendar day for Valuation Days that are separated by weekends and/or
holidays), plus the amount of any Purchase Payment made on the Current
Valuation Day (the Periodic Value is proportionally reduced for any
Non-Lifetime Withdrawal); and

(2) the Account Value on the current Valuation Day.

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) below (proportionally reduced for any
Non-Lifetime Withdrawals):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of the
Account Value on the effective date of the benefit including any Purchase
Payments made on that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of all
Purchase Payments made within one year following the effective date of the
benefit; and

In the rider for this benefit, as respects the preceding paragraph, we use the
term "Guaranteed Base Value" to refer to the Account Value on the effective date
of the benefit, plus the amount of any "adjusted" Purchase Payments made within
one year after the effective date of the benefit. "Adjusted" Purchase Payments
means Purchase Payments we receive, decreased by any fees or tax charges
deducted from such Purchase Payments upon allocation to the Annuity.

Once the first Lifetime Withdrawal is made, the Protected Withdrawal Value at
any time is equal to the greater of (i) the Protected Withdrawal Value on the
date of the first Lifetime Withdrawal, increased for subsequent Purchase
Payments and reduced for subsequent Lifetime Withdrawals, and (ii) the highest
daily Account Value upon any step-up, increased for subsequent Purchase Payments
and reduced for subsequent Lifetime Withdrawals (see below).

Key Feature - Annual Income Amount under the Highest Daily Lifetime 6 Plus
Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the Annuitant
on the date of the first Lifetime Withdrawal after election of the benefit. The
percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages 59 1/2-79, and
6% for ages 80 or older. (Note that for purposes of the age tiers used with this
benefit, we deem the Annuitant to have reached age 59 1/2 on the 183rd day after
his/her 59th birthday). Under the Highest Daily Lifetime 6 Plus benefit, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to the
Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual Income
Amount on a dollar-for-dollar basis in that Annuity Year and also will reduce
the Protected Withdrawal Value on a dollar-for-dollar basis. If your cumulative
Lifetime Withdrawals in an Annuity Year 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 for this Annuity
that comply with our rules) by the result of the ratio of the Excess Income to
the Account Value immediately prior to such withdrawal (see examples of this
calculation below). Excess Income also will reduce the Protected Withdrawal
Value by the same ratio. Reductions are based on the actual "gross" amount of
the withdrawal. Thus, you should be aware that if you ask to receive a specified
withdrawal amount that itself is not deemed Excess Income, with the
understanding that any charges applicable to that withdrawal will be assessed
from your remaining Account Value, the total amount of the withdrawal may result
in the withdrawal being treated as Excess Income.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Highest Daily
Lifetime 6 Plus and subsequent to the first Lifetime

Withdrawal will (i) increase the then-existing Annual Income Amount by an amount
equal to a percentage of the Purchase Payment based on the age of the Annuitant
at the time of the first Lifetime Withdrawal (the percentages are: 4% for ages
45 - less than 59 1/2; 5% for ages 59 1/2-79 and 6% for ages 80 and older) and
(ii) increase the Protected Withdrawal Value by the amount of the Purchase
Payment.

If your Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount is being increased in an unintended fashion. Among the factors we
will use in making a determination as to whether an action is designed to
increase the Annual Income Amount in an unintended fashion is the relative size
of additional Purchase Payment(s). We reserve the right to not accept additional
Purchase Payments if we are not then offering this benefit for new elections. We
will exercise such reservation of right for all annuity purchasers in the same
class in a nondiscriminatory manner.

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of Highest
Daily Lifetime 6 Plus. As detailed in this paragraph, the Highest Daily Auto
Step-Up feature can result in a larger Annual Income Amount subsequent to your
first Lifetime Withdrawal. The Highest Daily Auto Step-Up starts with the
anniversary of the Issue Date of the Annuity (the "Annuity Anniversary")
immediately after your first Lifetime Withdrawal under the benefit.
Specifically, upon the first such Annuity Anniversary, we identify the Account
Value on each Valuation Day within the immediately preceding Annuity Year after
your first Lifetime Withdrawal. Having identified the highest daily value (after
all daily values have been adjusted for subsequent Purchase Payments and
withdrawals), we then multiply that value by a percentage that varies based on
the age of the Annuitant on the Annuity Anniversary as of which the step-up
would occur. The percentages are: 4% for ages 45 - less than 59 1/2; 5% for ages
59 1/2-79, and 6% for ages 80 and older. If that value exceeds the existing
Annual Income Amount, we replace the existing amount with the new, higher
amount. Otherwise, we leave the existing Annual Income Amount intact. The
Account Value on the Annuity Anniversary is considered the last daily step-up
value of the Annuity Year. All daily valuations and annual step-ups will only
occur on a Valuation Day. In later years (i.e., after the first Annuity
Anniversary after the first Lifetime Withdrawal), we determine whether an
automatic step-up should occur on each Annuity Anniversary, by performing a
similar examination of the Account Values that occurred on Valuation Days during
the year. Taking Lifetime Withdrawals could produce a greater difference between
your Protected Withdrawal Value and your Account Value, which may make a Highest
Daily Auto Step-up less likely to occur. At the time that we increase your
Annual Income Amount, we also increase your Protected Withdrawal Value to equal
the highest daily value upon which your step-up was based only if that results
in an increase to the Protected Withdrawal Value. Your Protected Withdrawal
Value will never be decreased as a result of an income step-up. If, on the date
that we implement a Highest Daily Auto Step-Up to your Annual Income Amount, the
charge for Highest Daily Lifetime 6 Plus 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 6 Plus 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 consult with your Financial Professional and carefully evaluate whether
the amount of the step-up justifies the increased fee to which you will be
subject.

The Highest Daily Lifetime 6 Plus benefit does not affect your ability to take
withdrawals under your Annuity, or limit your ability to take withdrawals that
exceed the Annual Income Amount. Under Highest Daily Lifetime 6 Plus, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to the
Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual Income
Amount on a dollar-for-dollar basis in that Annuity Year. If your cumulative
Lifetime Withdrawals in any Annuity Year are less than the Annual Income Amount,
you cannot carry over the unused portion of the Annual Income Amount to
subsequent Annuity Years.

Examples of dollar-for-dollar and proportional reductions, and the Highest Daily
Auto Step-Up are set forth below. The values shown here are purely hypothetical,
and do not reflect the charges for the Highest Daily Lifetime 6 Plus benefit or
any other fees and charges under the Annuity. Assume the following for all three
examples:

.. The Issue Date is November 1, 2010

.. The Highest Daily Lifetime 6 Plus benefit is elected on August 1, 2011

.. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in an
Annual Income Amount of $6,000 (since the designated life is between the ages of
59 1/2 and 79 at the time of the first Lifetime Withdrawal, the Annual Income
Amount is 5% of the Protected Withdrawal Value, in this case 5% of $120,000).
Assuming $2,500 is withdrawn from the Annuity on this date, the remaining Annual
Income Amount for that Annuity Year (up to and including October 31, 2011) is
$3,500. This is the result of a dollar-for-dollar reduction of the Annual Income
Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future Annuity
Years on a proportional basis based on the ratio of the excess withdrawal to the
Account Value immediately prior to the excess withdrawal. (Note that if there
are other future withdrawals in that Annuity Year, each would result in another
proportional reduction to the Annual Income Amount).

Here is the calculation:

Account Value before Lifetime Withdrawal $118,000.00
Less amount of "non" excess withdrawal $ 3,500.00
Account Value immediately before excess withdrawal of $1,500 $114,500.00
Excess withdrawal amount $ 1,500.00
Ratio 1.31%
Annual Income Amount $ 6,000.00
Less ratio of 1.31% $ 78.60
Annual Income Amount for future Annuity Years $ 5,921.40

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the Annual
Income Amount is stepped-up if the appropriate percentage (based on the
Annuitant's age on that Annuity Anniversary) of the highest daily value since
your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
years), adjusted for withdrawals and additional Purchase Payments, is higher
than the Annual Income Amount, adjusted for excess withdrawals and additional
Purchase Payments.

Continuing the same example as above, the Annual Income Amount for this Annuity
Year is $6,000. However, the excess withdrawal on October 27 reduces the amount
to $5,921.40 for future years (see above). For the next Annuity Year, the Annual
Income Amount will be stepped up if 5% (since the designated life is between 59
1/2 and 79 on the date of the potential step-up) of the highest daily Account
Value adjusted for withdrawals and Purchase Payments, is higher than $5,921.40.
Here are the calculations for determining the daily values. Only the October 25
value is being adjusted for excess withdrawals as the October 30 and October 31
Valuation Days occur after the excess withdrawal on October 27.

Highest Daily Value
(adjusted for Adjusted Annual
withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
---------------- ------------- ----------------------- ------------------------

** In this example, the first daily value after the first Lifetime Withdrawal
is $119,000 on October 25, resulting in an adjusted Annual Income Amount of
$5,950.00. This amount is adjusted on October 27 to reflect the $5,000
withdrawal. The calculations for the adjustments are:

. The Account Value of $119,000 on October 25 is first reduced
dollar-for-dollar by $3,500 ($3,500 is the remaining Annual Income
Amount for the Annuity Year), resulting in Account Value of $115,500
before the excess withdrawal.

. This amount ($115,500) is further reduced by 1.31% (this is the ratio
in the above example which is the excess withdrawal divided by the
Account Value immediately preceding the excess withdrawal) resulting
in a Highest Daily Value of $113,986.95.

. The Annual Income Amount is carried forward to the next Valuation Date
of October 30. At this time, we compare this amount to 5% of the
Account Value on October 30. Since the October 27 adjusted Annual
Income Amount of $5,699.35 is higher than $5,650.00 (5% of $113,000),
we continue to carry $5,699.35 forward to the next and final Valuation
Date of October 31. The Account Value on October 31 is $119,000 and 5%
of this amount is $5,950. Since this is higher than $5,699.35, the
adjusted Annual Income Amount is reset to $5,950.00.

Non-Lifetime Withdrawal Feature

You may take a one-time non-lifetime withdrawal ("Non-Lifetime Withdrawal")
under Highest Daily Lifetime 6 Plus. It is an optional feature of the benefit
that you can only elect at the time of your first withdrawal. The amount of the
Non-Lifetime Withdrawal cannot be more than the amount that would cause the
Annuity to be taken below the minimum Surrender Value after a withdrawal for
your Annuity. This Non-Lifetime Withdrawal will not establish your initial
Annual Income Amount and the Periodic Value described above will continue to be
calculated. However, the total amount of the withdrawal will proportionally
reduce all guarantees associated with the Highest Daily Lifetime 6 Plus benefit.
You must tell us at the time you take the withdrawal if your withdrawal is
intended to be the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal
under the Highest Daily Lifetime 6 Plus benefit. If you don't elect the
Non-Lifetime Withdrawal, the first withdrawal you make will be the first
Lifetime Withdrawal that establishes your Protected Withdrawal Value and Annual
Income Amount. Once you elect to take the Non-Lifetime Withdrawal or Lifetime
Withdrawals, no additional Non-Lifetime Withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected Withdrawal
Value and the Periodic Value guarantees on the tenth and twentieth anniversaries
of the benefit effective date, described above, by the percentage the total
withdrawal amount represents of the then current Account Value immediately prior
to the withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

Assume the following:

The Issue Date is December 1, 2010

. The Highest Daily Lifetime 6 Plus benefit is elected on September 1,
2011

. The Account Value at benefit election was $105,000

. The Annuitant was 70 years old when he/she elected the Highest Daily
Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Highest Daily
Lifetime 6 Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10th benefit
year minimum Periodic Value guarantee is $210,000, and the 20th benefit year
minimum Periodic Value guarantee is $420,000, and the Account Value is $120,000.
Assuming $15,000 is withdrawn from the Annuity on October 2, 2011 and is
designated as a Non-Lifetime Withdrawal, all guarantees associated with the
Highest Daily Lifetime 6 Plus benefit will be reduced by the ratio the total
withdrawal amount represents of the Account Value just prior to the withdrawal
being taken.

Here is the calculation:

Withdrawal amount divided by $ 15,000
Account Value before withdrawal $120,000
Equals ratio 12.5%
All guarantees will be reduced by the above ratio (12.5%)
Protected Withdrawal Value $109,375
10th benefit year Minimum Periodic Value $183,750
20th benefit year Minimum Periodic Value $367,500

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount, but which you are required to
take as a Required Minimum Distribution for this Annuity, will not reduce the
Annual Income Amount for future years. No additional Annual Income Amounts will
be available in an Annuity Year due to Required Minimum Distributions unless the
Required Minimum Distribution amount is greater than the Annual Income Amount.
Unless designated as a Non-Lifetime Withdrawal, Required Minimum Distributions
are considered Lifetime Withdrawals. If you take a withdrawal in an Annuity Year
in which your Required Minimum Distributions for that year is not greater than
the Annual Income Amount, and the amount of the withdrawal exceeds the remaining
Annual Income Amount for that year, we will treat the withdrawal as a withdrawal
of Excess Income. Such a withdrawal of Excess Income will reduce the Annual
Income Amount available in future years. If the Required Minimum Distribution
(as calculated by us for your Annuity and not previously withdrawn in the
current calendar year) is greater than the Annual Income Amount, an amount equal
to the remaining Annual Income Amount plus the difference between the Required
Minimum Distribution amount not previously withdrawn in the current calendar
year and the Annual Income Amount will be available in the current Annuity Year
without it being considered a withdrawal of Excess Income. In the event that a
Required Minimum Distribution is calculated in a calendar year that crosses more
than one Annuity Year and you choose to satisfy the entire Required Minimum
Distribution for that calendar year in the next Annuity Year, the distribution
taken in the next Annuity Year will reduce your Annual Income Amount in that
Annuity Year by the amount of the distribution. If the Required Minimum
Distribution not taken in the prior Annuity Year is greater than the Annual
Income Amount as guaranteed by the benefit in the current Annuity Year, the
total Required Minimum Distribution amount may be taken without being treated as
a withdrawal of Excess Income.

Example - Required Minimum Distributions

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being treated
as an Excess Withdrawal is $4,000: ($3,000 + ($6,000 - $5,000) = $4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining required minimum distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset to
$5,000) without proportionally reducing all of the guarantees associated with
the Highest Daily Lifetime 6 Plus benefit as described above. The amount you may
withdraw in the subsequent Annuity Year if you stop taking withdrawals in the
current Annuity Year and choose not to satisfy the Required Minimum Distribution
in the current Annuity Year (assuming the Annual Income Amount in the subsequent
Annuity Year is $5,000), without being treated as a withdrawal of Excess Income
is $6,000. This withdrawal must comply with all IRS guidelines in order to
satisfy the Required Minimum Distribution for the current calendar year.

Benefits Under Highest Daily Lifetime 6 Plus

(as described above) under the Annuity, then the benefit will not
terminate, and we will continue to pay the Annual Income Amount in
subsequent Annuity Years until the death of the designated life.

(1) apply your Account Value, less any applicable tax charges, 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. If this option is elected, the Annual Income Amount will
not increase after annuity payments have begun. 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. If
applying your Account Value, less any applicable tax charges, to
the life-only annuity payment rates results in a higher annual
payment, we will give you the higher annual payment.

(1) the present value of the 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 Annuity; and

(2) the Account Value.

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

. Withdrawals made while the Highest Daily Lifetime 6 Plus Benefit is in
effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit
will be taken pro rata from the Sub-accounts (including the AST
Investment Grade Bond Sub-account). If you have an active Systematic
Withdrawal program running at the time you elect this benefit, the
program must withdraw funds pro-rata. The first Systematic Withdrawal
that processes after your election of the benefit will be deemed a
Lifetime Withdrawal. You cannot allocate Purchase Payments or transfer
Account Value to or from the AST Investment Grade Bond Sub-account. A
summary description of the AST Investment Grade Bond Portfolio appears
within the section entitled "Investment Objectives and Policies of The
Portfolios." You can find a copy of the AST Investment Grade Bond
Portfolio prospectus by going to www.prudentialannuities.com.

. Transfers to and from the Sub-accounts, and the AST Investment Grade
Bond Sub-account triggered by the Highest Daily Lifetime 6 Plus
mathematical formula will not count toward the maximum number of free
transfers allowable under an Annuity.

. Upon inception of the benefit, 100% of your Account Value must be
allocated to the Permitted Sub-accounts. We may amend the Permitted
Sub-accounts from time to time. Changes to the Permitted Sub-accounts,
or to the requirements as to how you may allocate your Account Value
with this benefit, will apply to new elections of the benefit and may
apply to current participants in the benefit. To the extent that
changes apply to current participants in the benefit, they will only
apply upon re-allocation of Account Value, or upon addition of
subsequent Purchase Payments. That is, we will not require such
current participants to re-allocate Account Value to comply with any
new requirements.

. If you elect this benefit and in connection with that election, you
are required to reallocate to different Sub-accounts, then on the
Valuation Day we receive your request in good order, we will (i) sell
units of the non-permitted investment options and (ii) invest the
proceeds of those sales in the Sub-accounts that you have designated.
During this reallocation process, your Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case
generally. The newly-elected benefit will commence at the close of
business on the following Valuation Day. Thus, the protection afforded
by the newly-elected benefit will not arise until the close of
business on the following Valuation Day.

. The current charge for Highest Daily Lifetime 6 Plus is 0.85% annually
of the greater of the Account Value and Protected Withdrawal Value.
The maximum charge for Highest Daily Lifetime 6 Plus is 1.50% annually
of the greater of the Account Value and Protected Withdrawal Value. As
discussed in "Highest Daily Auto Step-Up" above, we may increase the
fee upon a step-up under this benefit. We deduct this charge on
quarterly anniversaries of the benefit effective date, based on the
values on the last Valuation Day prior to the quarterly anniversary.
Thus, we deduct, on a quarterly basis, 0.2125% of the greater of the
prior Valuation Day's Account Value and the prior Valuation Day's
Protected Withdrawal Value. We deduct the fee pro rata from each of
your Sub-

accounts, including the AST Investment Grade Bond Sub-account.

If the deduction of the charge would result in the Account Value falling below
the lesser of $500 or 5% of the sum of the Account Value on the effective date
of the benefit plus all Purchase Payments made subsequent thereto (we refer to
this as the "Account Value Floor"), we will only deduct that portion of the
charge that would not cause the Account Value to fall below the Account Value
Floor. If the Account Value on the date we would deduct a charge for the benefit
is less than the Account Value Floor, then no charge will be assessed for that
benefit quarter. Charges deducted upon termination of the benefit may cause the
Account Value to fall below the Account Value Floor. If a charge for the Highest
Daily Lifetime 6 Plus benefit would be deducted on the same day we process a
withdrawal request, the charge will be deducted first, then the withdrawal will
be processed. The withdrawal could cause the Account Value to fall below the
Account Value Floor. While the deduction of the charge (other than the final
charge) may not reduce the Account Value to zero, withdrawals may reduce the
Account Value to zero. If this happens and the Annual Income Amount is greater
than zero, we will make payments under the benefit.

Election of and Designations under the Benefit

For Highest Daily Lifetime 6 Plus, there must be either a single Owner who is
the same as the Annuitant, or if the Annuity is entity owned, there must be a
single natural person Annuitant. In either case, the Annuitant must be at least
45 years old. Any change of the Annuitant under the Annuity will result in
cancellation of Highest Daily Lifetime 6 Plus. Similarly, any change of Owner
will result in cancellation of Highest Daily Lifetime 6 Plus, except if (a) the
new Owner has the same taxpayer identification number as the previous owner, (b)
ownership is transferred from a custodian to the Annuitant, or vice versa or (c)
ownership is transferred from one entity to another entity that is satisfactory
to us.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be taken
on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct proportion
to the proportion that each such Sub-account bears to your total Account Value)
in order for you to be eligible for the benefit. Thus, you may not elect Highest
Daily Lifetime 6 Plus so long as you participate in a systematic withdrawal
program in which withdrawals are not taken pro rata.

Termination of the Benefit

The benefit automatically terminates upon the first to occur of the following:

(i) your termination of the benefit,

(ii) your surrender of the Annuity,

(iv) our receipt of Due Proof of Death of the Owner or Annuitant (for
entity-owned Annuities)

(v) both the Account Value and Annual Income Amount equal zero, or

(vi) you cease to meet our requirements as described in "Election of and
Designations under the Benefit" above.

Upon termination of Highest Daily Lifetime 6 Plus other than upon the
death of the Annuitant or annuitization, we impose any accrued fee for the
benefit (i.e., the fee for the pro-rated portion of the year since the fee was
last assessed), and thereafter we cease deducting the charge for the benefit.
This final charge will be deducted even if it results in the Account Value
falling below the Account Value Floor. With regard to your investment
allocations, upon termination we will: (i) leave intact amounts that are held in
the Permitted Sub-accounts and (ii) unless you are participating in an asset
allocation program (i.e., Custom Portfolios Program, for which we are providing
administrative support), transfer all amounts held in the AST Investment Grade
Bond Sub-account to your variable investment options,

pro rata (i.e. in the same proportion as the current balances in your variable
investment options). If, prior to the transfer from the AST Investment Grade
Bond Sub-account, the Account Value in the variable investment options is zero,
we will transfer such amounts to the AST Money Market Sub-Account.

If a surviving spouse elects to continue the Annuity, the Highest Daily Lifetime
6 Plus benefit terminates upon Due Proof of Death. The spouse may newly elect
the benefit subject to the restrictions discussed above.

How Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus
Transfers Account Value Between Your Permitted Sub-accounts and the AST
Investment Grade Bond Sub-Account

Speaking generally, the formula, which is applied each Valuation Day, operates
as follows. The formula starts by identifying an income basis for that day and
then multiplies that figure by 5%, to produce a projected (i.e., hypothetical)
income amount. Note that 5% is used in the formula, irrespective of the
Annuitant's attained age. Then it produces an estimate of the total amount
targeted in our allocation model, based on the projected income amount and
factors set forth in the formula. In the formula, we refer to that value as the
"Target Value" or "L". If you have already made a withdrawal, your projected
income amount (and thus your Target Value) would take into account any automatic
step-up, any subsequent Purchase Payments, and any excess withdrawals. Next, the
formula subtracts from the Target Value the amount held within the AST
Investment Grade Bond Sub-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 AST Investment Grade Bond Sub-account, is called the "Target Ratio"
or "r". If, on each of three consecutive Valuation Days, the Target Ratio is
greater than 83% but less than or equal to 84.5%, the formula will, on such
third Valuation Day, make a transfer from the Permitted Sub-accounts in which
you are invested (subject to the 90% cap discussed below) to the AST Investment
Grade Bond Sub-account. Once a transfer is made, the three consecutive Valuation
Days begin again. If, however, on any Valuation Day, the Target Ratio is above
84.5%, the formula will make a transfer from the Permitted Sub-accounts (subject
to the 90% cap) to the AST Investment Grade Bond Sub-account (as described
above). If the Target Ratio falls below 78% on any Valuation Day, then a
transfer from the AST Investment Grade Bond Sub account to the Permitted
Sub-accounts will occur.

The formula will not execute a transfer to the AST Investment Grade Bond
Sub-account that results in more than 90% of your Account Value being allocated
to the AST Investment Grade Bond Sub-account ("90% cap") on that Valuation Day.
Thus, on any Valuation Day, if the formula would require a transfer to the AST
Investment Grade Bond Sub-account that would result in more than 90% of the
Account Value being allocated to the AST Investment Grade Bond Sub-account, only
the amount that results in exactly 90% of the Account Value being allocated to
the AST Investment Grade Bond Sub-account will be transferred. Additionally,
future transfers into the AST Investment Grade Bond Sub-account will not be made
(regardless of the performance of the AST Investment Grade Bond Sub-account and
the Permitted Sub-accounts) at least until there is first a transfer out of the
AST Investment Grade Bond Sub-account. Once this transfer occurs out of the AST
Investment Grade Bond Sub-account, future amounts may be transferred to or from
the AST Investment Grade Bond Sub-account if dictated by the formula (subject to
the 90% cap). At no time will the formula make a transfer to the AST Investment
Grade Bond Sub-account that results in greater than 90% of your Account Value
being allocated to the AST Investment Grade Bond Sub-account. However, it is
possible that, due to the investment performance of your allocations in the AST
Investment Grade Bond Sub-account and your allocations in the Permitted
Sub-accounts you have selected, your Account Value could be more than 90%
invested in the AST Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity while the 90% cap is in
effect, the formula will not transfer any of such additional Purchase Payments
to the AST Investment Grade Bond Sub-account at least until there is first a
transfer out of the AST Investment Grade Bond Sub-account, regardless of how
much of your Account Value is in the Permitted Sub-accounts. This means that
there could be scenarios under which, because of the additional Purchase
Payments you make, less than 90% of your entire Account Value is allocated to
the AST Investment Grade Bond Sub-account, and the formula will still not
transfer any of your Account Value to the AST Investment Grade Bond Sub-account
(at least until there is first a transfer out of the AST Investment Grade Bond
Sub-account). For example,

Under the operation of the formula, the 90% cap may come into and out of effect
multiple times while you participate in the benefit. We will continue to monitor
your Account Value daily and, if dictated by the formula, systematically
transfer amounts between the Permitted Sub-accounts you have chosen and the AST
Investment Grade Bond Sub-account as dictated by the formula.

As you can glean from the formula, investment performance of your Account Value
that is negative, flat, or even moderately positive may result in a transfer of
a portion of your Account Value in the Permitted Sub-accounts to the AST
Investment Grade Bond Sub-account because such investment performance will tend
to increase the Target Ratio. Because the amount allocated to the AST Investment
Grade Bond Sub-account and the amount allocated to the Permitted Sub-accounts
each is a variable in the formula, the investment performance of each affects
whether a transfer occurs for your Annuity. 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 AST Investment Grade Bond Sub-account so that the
Target Ratio meets a target, which currently is equal to 80%. Once you elect
Highest Daily Lifetime 6 Plus, the values we use to compare to the Target Ratio
will be fixed. For newly-issued Annuities that elect Highest Daily Lifetime 6
Plus and existing Annuities that elect Highest Daily Lifetime 6 Plus in the
future, however, we reserve the right to change such values.

Additionally, on each monthly Annuity Anniversary (if the monthly Annuity
Anniversary does not fall on a Valuation Day, the next Valuation Day will be
used), following all of the above described daily calculations, if there is
money allocated to the AST Investment Grade Bond Sub-Account, we will perform an
additional monthly calculation to determine whether or not a transfer will be
made from the AST Investment Grade Bond Sub-account to the Permitted
Sub-accounts. This transfer will automatically occur provided that the Target
Ratio, as described above, would be less than 83% after the transfer. The
formula will not execute a transfer if the Target Ratio after this transfer
would occur would be greater than or equal to 83%.

The amount of the transfer will be equal to the lesser of:

a) The total value of all your Account Value in the AST Investment Grade Bond
Sub-account, or

b) An amount equal to 5% of your total Account Value.

While you are not notified when your Annuity reaches a transfer trigger under
the formula, you will receive a confirmation statement indicating the transfer
of a portion of your Account Value either to or from the AST Investment Grade
Bond Sub-account. The formula by which the transfer operates is designed
primarily to mitigate some of the financial risks that we incur in providing the
guarantee under Highest Daily Lifetime 6 Plus and Spousal Highest Daily Lifetime
6 Plus. Depending on the results of the calculations of the formula, we may, on
any Valuation Day:

. Not make any transfer between the Permitted Sub-accounts and the AST
Investment Grade Bond Sub-account; or

. Transfer a portion of your Account Value in the Permitted Sub-accounts
to the AST Investment Grade Bond Sub-account.

The amount and timing of transfers to and from the AST Investment Grade
Bond Sub-account pursuant to the formula depends upon a number of factors
unique to your Annuity (and is not necessarily directly correlated with the
securities markets, bond markets, or interest rates, in general) including:

. The difference between your Account Value and your Protected
Withdrawal Value;

. How long you have owned Highest Daily Lifetime 6 Plus/Spousal Highest
Daily Lifetime 6 Plus;

. The performance of the Permitted Sub-accounts you have chosen

. The performance of the AST Investment Grade Bond Sub-account;

. The amount allocated to each of the Permitted Sub-accounts you have
chosen

. The amount allocated to the AST Investment Grade Bond Sub-account;

. Additional Purchase Payments, if any, you make to your Annuity; and

. Withdrawals, if any, you take from your Annuity (withdrawals are taken
pro rata from your Account Value).

At any given time, some, most or none of your Account Value will be allocated to
the AST Investment Grade Bond Sub-account, as dictated by the formula.

The more of your Account Value that is allocated to the AST Investment Grade
Bond Sub-account, the greater the impact of the performance of that Sub-account
in determining whether (and how much) your Account Value is transferred back to
the Permitted Sub-accounts. Further, it is possible under the formula that, if a
significant portion of your Account Value is allocated to the AST Investment
Grade Bond Sub-account and that Sub-account has good performance but the
performance of your Permitted Sub-accounts is negative, that the formula might
transfer your Account Value to the Permitted Sub-accounts. Similarly, the more
you have allocated to the Permitted Sub-accounts, the greater the impact of the
performance of those Permitted Sub-accounts will have on any transfer to the AST
Investment Grade Bond Sub-account.

If you make additional Purchase Payments to your Annuity, they will be allocated
according to your allocation instructions. Once they are allocated to your
Annuity, they will also be subject to the formula described above and therefore
may be transferred to the AST Investment Grade Bond Portfolio, if dictated by
the formula.

Any Account Value in the AST Investment Grade Bond Sub-account will not be
available to participate in the investment experience of the Permitted
Sub-accounts regardless of whether there is a subsequent Sub-account decline or
market recovery until it is transferred out of the AST Investment Grade Bond
Sub-account.

Additional Tax Considerations

If you purchase an annuity 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 Required Minimum Distribution rules under the
Code provide that you begin receiving periodic amounts 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 five (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 Annual Income Amount, which will cause us to
increase the Annual Income Amount in any Annuity Year that Required Minimum
Distributions due from your Annuity are greater than such amounts, as discussed
above. In addition, the amount and duration of payments under the annuity
payment provision 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.

As indicated, withdrawals made while this benefit is in effect will be treated,
for tax purposes, in the same way as any other withdrawals under the Annuity.
Please see the Tax Considerations section 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 6 Plus through a non-qualified annuity, as
with all withdrawals, once all Purchase Payments are returned under the Annuity,
all subsequent withdrawal amounts will be taxed as ordinary income.

Spousal Highest Daily Lifetime 6 Plus Income Benefit (SHD6 Plus)

We offer a benefit that guarantees, until the later death of two natural persons
who are each other's spouses at the time of election of the benefit and at the
first death of one of them (the "designated lives", and each, a "designated
life"), the ability to withdraw an annual amount (the "Annual Income Amount")
equal to a percentage of an initial principal value (the "Protected Withdrawal
Value") regardless of the impact of Sub-account performance on the Account
Value, subject to our rules regarding the timing and amount of withdrawals. You
are guaranteed to be able to withdraw the Annual Income Amount for the lives of
the designated lives, provided you have not made withdrawals of excess income
that have resulted in your Account Value being reduced to zero. We also permit
you to designate the first withdrawal from your Annuity as a one-time
"Non-Lifetime Withdrawal." All other withdrawals from your Annuity are
considered a "Lifetime Withdrawal" under the benefit. The benefit may be
appropriate if you intend to make periodic withdrawals from your Annuity, wish
to ensure that Sub-account performance will not affect your ability to receive
annual payments, and wish either spouse to be able to continue the Spousal
Highest Daily Lifetime 6 Plus benefit after the death of the first spouse. 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. An integral component of
Spousal Highest Daily Lifetime 6 Plus is the mathematical formula we employ that
may periodically transfer your Account Value to and from the AST Investment
Grade Bond Sub-account. See the section above entitled "How Highest Daily
Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus Transfers Account Value
Between Your Permitted Sub-accounts and the AST Investment Grade Bond
Sub-account."

Spousal Highest Daily Lifetime 6 Plus is the spousal version of Highest Daily
Lifetime 6 Plus. Currently, if you elect Spousal Highest Daily Lifetime 6 Plus
and subsequently terminate the benefit, you may elect another living benefit,
subject to our current rules. See "Election of and Designations under the
Benefit" below and "Termination of Existing Benefits and Election of New
Benefits" for details. Please note that if you terminate Spousal Highest Daily
Lifetime 6 Plus and elect another benefit, you lose the guarantees that you had
accumulated under your existing benefit and will begin the new guarantees under
the new benefit you elect based on your Account Value as of the date the new
benefit becomes active. Spousal Highest Daily Lifetime 6 Plus must be elected
based on two designated lives, as described below. The youngest designated life
must be at least 50 years old and the oldest designated life must be at least 55
years old when the benefit is elected. Spousal Highest Daily Lifetime 6 Plus is
not available if you elect any other optional living benefit, although you may
elect any optional death benefit. As long as your Spousal Highest Daily Lifetime
6 Plus Benefit is in effect, you must allocate your Account Value in accordance
with the Permitted Sub-accounts available with this benefit. For a more detailed
description of Permitted Sub-Accounts, see the "Investment Options" section.

Key Feature - Protected Withdrawal Value

The Protected Withdrawal Value is used to calculate the initial Annual Income
Amount. The Protected Withdrawal Value is separate from your Account Value and
not available as cash or a lump sum. On the effective date of the benefit, the
Protected Withdrawal Value is equal to your Account Value. On each Valuation Day
thereafter until the date of your first Lifetime Withdrawal (excluding any
Non-Lifetime Withdrawal discussed below), the Protected Withdrawal Value is
equal to the "Periodic Value" described in the next paragraph.

(1) the Periodic Value for the immediately preceding business day (the "Prior
Valuation Day") appreciated at the daily equivalent of 6% annually during the
calendar day(s) between the Prior Valuation Day and the Current Valuation Day
(i.e., one day for successive Valuation Days, but more than one calendar day for
Valuation Days that are separated by weekends and/or holidays), plus the amount
of any Purchase Payment made on the Current Valuation Day (the Periodic Value is
proportionally reduced for any Non-Lifetime Withdrawal); and

(2) the Account Value on the current Valuation Day.

(1) the Periodic Value described above or,

(2) the sum of (a), (b) and (c) (proportionally reduced for any Non-Lifetime
Withdrawal):

(a) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of the
Account Value on the effective date of the benefit including any Purchase
Payments made on that day;

(b) 200% (on the 10th anniversary) or 400% (on the 20th anniversary) of all
Purchase Payments made within one year following the effective date of the
benefit; and

In the rider for this benefit, as respects the preceding paragraph, we use the
term "Guaranteed Base Value" to refer to the Account Value on the effective date
of the benefit, plus the amount of any "adjusted" Purchase Payments made within
one year after the effective date of the benefit. "Adjusted" Purchase Payments
means Purchase Payments we receive, decreased by any fees or tax charges
deducted from such Purchase Payments upon allocation to the Annuity.

Lifetime Withdrawals, and (ii) the highest daily Account Value upon any step-up,
increased for subsequent Purchase Payments and reduced for subsequent Lifetime
Withdrawals.

Key Feature - Annual Income Amount under the Spousal Highest Daily Lifetime 6
Plus Benefit

The Annual Income Amount is equal to a specified percentage of the Protected
Withdrawal Value. The percentage initially depends on the age of the younger
designated life on the date of the first Lifetime Withdrawal after election of
the benefit. The percentages are: 4% for ages 50-64, 5% for ages 65-84, and 6%
for ages 85 and older. We use the age of the younger designated life even if
that designated life is no longer a participant under the Annuity due to death
or divorce. Under the Spousal Highest Daily Lifetime 6 Plus benefit, if your
cumulative Lifetime Withdrawals in an Annuity Year are less than or equal to the
Annual Income Amount, they will not reduce your Annual Income Amount in
subsequent Annuity Years, but any such withdrawals will reduce the Annual Income
Amount on a dollar-for-dollar basis in that Annuity Year and also will reduce
the Protected Withdrawal Value on a dollar-for-dollar basis. If your cumulative
Lifetime Withdrawals in an Annuity Year are in excess of the Annual Income
Amount for any Annuity Year ("Excess Income"), your Annual Income Amount in
subsequent years will be reduced (except with regard to Required Minimum
Distributions for this Annuity that comply with our rules) by the result of the
ratio of the Excess Income to the Account Value immediately prior to such
withdrawal (see examples of this calculation below). If you take withdrawals of
Excess Income, only the portion of the Lifetime Withdrawal that exceeds the
remaining Annual Income Amount will proportionally reduce your Protected
Withdrawal Value and Annual Income Amount in future years. Reductions are based
on the actual "gross" amount of the withdrawal. Thus, you should be aware that
if you ask to receive a specified withdrawal amount that itself is not deemed
Excess Income, with the understanding that any charges applicable to that
withdrawal will be assessed from your remaining Account Value, the total amount
of the withdrawal may result in the withdrawal being treated as Excess Income.

You may use the Systematic Withdrawal program to make withdrawals of the Annual
Income Amount. Any systematic withdrawal will be deemed a Lifetime Withdrawal
under this benefit.

Any Purchase Payment that you make subsequent to the election of Spousal Highest
Daily Lifetime 6 Plus and subsequent to the first Lifetime Withdrawal will (i)
increase the then-existing Annual Income Amount by an amount equal to a
percentage of the Purchase Payment based on the age of the younger designated
life at the time of the first Lifetime Withdrawal (the percentages are: 4% for
ages 50-64, 5% for ages 65-84, and 6% for ages 85 and older, and (ii) increase
the Protected Withdrawal Value by the amount of the Purchase Payment.

If your Annuity permits additional Purchase Payments, we may limit any
additional Purchase Payment(s) if we determine that as a result of the timing
and amounts of your additional Purchase Payments and withdrawals, the Annual
Income Amount is being increased in an unintended fashion. Among the factors we
will use in making a determination as to whether an action is designed to
increase the Annual Income Amount in an unintended fashion is the relative size
of additional Purchase Payment(s). We reserve the right to not accept additional
Purchase Payments if we are not then offering this benefit for new elections. We
will exercise such reservation of right for all annuity purchasers in the same
class in a nondiscriminatory manner.

Highest Daily Auto Step-Up

An automatic step-up feature ("Highest Daily Auto Step-Up") is part of this
benefit. As detailed in this paragraph, the Highest Daily Auto Step-Up feature
can result in a larger Annual Income Amount subsequent to your first Lifetime
Withdrawal. The Highest Daily Step-Up starts with the anniversary of the Issue
Date of the Annuity (the "Annuity Anniversary") immediately after your first
Lifetime Withdrawal under the benefit. Specifically, upon the first such Annuity
Anniversary, we identify the Account Value on each Valuation Day within the
immediately preceding Annuity Year after your first Lifetime Withdrawal. Having
identified the highest daily value (after all daily values have been adjusted
for subsequent Purchase Payments and withdrawals), we then multiply that value
by a percentage that varies based on the age of the younger designated life on
the Annuity Anniversary as of which the step-up would occur. The percentages are
4% for ages 50-64, 5% for ages 65-84, and 6% for ages 85 and older. If that
value exceeds the existing Annual Income Amount, we replace the existing amount
with the new, higher amount. Otherwise, we leave the existing Annual Income
Amount intact. The Account Value on the Annuity Anniversary is considered the
last daily step-up value of the Annuity Year. In later years (i.e., after the
first Annuity Anniversary after the first Lifetime Withdrawal), we determine
whether an automatic step-up should occur on each Annuity Anniversary by
performing a similar examination of the Account Values that occurred on
Valuation Days during the year. Taking Lifetime Withdrawals could produce a
greater difference between your Protected Withdrawal Value and your Account
Value, which may make a Highest Daily Auto Step-up less likely to occur. At the
time that we increase your Annual Income Amount, we also increase your Protected
Withdrawal Value to equal the highest daily value upon which your step-up was
based only if that results in an increase to the Protected Withdrawal Value.
Your Protected Withdrawal Value will never be decreased as a result of an income
step-up. If, on the date that we implement a Highest Daily Auto Step-Up to your
Annual Income Amount, the charge for Spousal Highest Daily Lifetime 6 Plus 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 Spousal Highest Daily Lifetime
6 Plus 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 Spousal Highest Daily Lifetime 6 Plus benefit does not affect your ability
to take withdrawals under your Annuity, or limit your ability to take
withdrawals that exceed the Annual Income Amount. Under Spousal Highest Daily
Lifetime 6 Plus, if your cumulative Lifetime Withdrawals in an Annuity Year are
less than or equal to the Annual Income Amount, they will not reduce your Annual
Income Amount in subsequent Annuity Years, but any such withdrawals will reduce
the Annual Income Amount on a dollar-for-dollar basis in that Annuity Year. If,
cumulatively, you withdraw an amount less than the Annual Income Amount in any
Annuity Year, you cannot carry-over the unused portion of the Annual Income
Amount to subsequent Annuity Years.

Examples of dollar-for-dollar and proportional reductions, and the Highest Daily
Auto Step-Up are set forth below. The values shown here are purely hypothetical,
and do not reflect the charges for the Spousal Highest Daily Lifetime 6 Plus
benefit or any other fees and charges under the Annuity. Assume the following
for all three examples:

. The Issue Date is November 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on August
1, 2011

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit.

Example of dollar-for-dollar reductions

On October 24, 2011, the Protected Withdrawal Value is $120,000, resulting in an
Annual Income Amount of $6,000 (since the younger designated life is between the
ages of 65 and 84 at the time of the first Lifetime Withdrawal, the Annual
Income Amount is 5% of the Protected Withdrawal Value, in this case 5% of
$120,000). Assuming $2,500 is withdrawn from the Annuity on this date, the
remaining Annual Income Amount for that Annuity Year (up to and including
October 31, 2011) is $3,500. This is the result of a dollar-for-dollar reduction
of the Annual Income Amount ($6,000 less $2,500 = $3,500).

Example of proportional reductions

Continuing the previous example, assume an additional withdrawal of $5,000
occurs on October 27, 2011 and the Account Value at the time and immediately
prior to this withdrawal is $118,000. The first $3,500 of this withdrawal
reduces the Annual Income Amount for that Annuity Year to $0. The remaining
withdrawal amount of $1,500 - reduces the Annual Income Amount in future Annuity
Years on a proportional basis based on the ratio of the excess withdrawal to the
Account Value immediately prior to the excess withdrawal. (Note that if there
were other withdrawals in that Annuity Year, each would result in another
proportional reduction to the Annual Income Amount).

Here is the calculation:

Example of highest daily auto step-up

On each Annuity Anniversary date after the first Lifetime Withdrawal, the Annual
Income Amount is stepped-up if the appropriate percentage (based on the younger
designated life's age on that Annuity Anniversary) of the highest daily value
since your first Lifetime Withdrawal (or last Annuity Anniversary in subsequent
years), adjusted for withdrawals and additional Purchase Payments , is higher
than the Annual Income Amount, adjusted for excess withdrawals and additional
Purchase Payments.

Continuing the same example as above, the Annual Income Amount for this
Annuity Year is $6,000. However, the excess withdrawal on October 27 reduces the
amount to $5,921.40 for future years (see above). For the next Annuity Year, the
Annual Income Amount will be stepped up if 5% (since the youngest designated
life is between 65 and 84 on the date of the potential step-up) of the highest
daily Account Value adjusted for withdrawals and Purchase Payments, is higher
than $5921.40. Here are the calculations for determining the daily values. Only
the October 25 value is being adjusted for excess withdrawals as the October 30
and October 31 Valuation Days occur after the excess withdrawal on October 27.

Highest Daily Value
(adjusted for Adjusted Annual
withdrawal and Purchase Income Amount (5% of the
Date* Account value Payments)** Highest Daily Value)
---------------- ------------- ----------------------- ------------------------

. This amount ($115,500) is further reduced by 1.31% (this is the ratio
in the above example which is the excess withdrawal divided by the
Account Value immediately preceding the excess withdrawal) resulting
in a Highest Daily Value of $113,986.95.

. The adjusted Annual Income Amount is carried forward to the next
Valuation Date of October 30. At this time, we compare this amount to
5% of the Account Value on October 30. Since the October 27 adjusted
Annual Income Amount of $5,699.35 is higher than $5,650.00 (5% of
$113,000), we continue to carry $5,699.35 forward to the next and
final Valuation Day of October 31. The Account Value on October 31 is
$119,000 and 5% of this amount is $5,950. Since this is higher than
$5,699.35, the adjusted Annual Income Amount is reset to $5,950.00.

Non-Lifetime Withdrawal Feature

the Non-Lifetime Withdrawal and not the first Lifetime Withdrawal under the
Spousal Highest Daily Lifetime 6 Plus benefit. If you don't elect the
Non-Lifetime Withdrawal, the first withdrawal you make will be the first
Lifetime Withdrawal that establishes your Protected Withdrawal Value and Annual
Income Amount. Once you elect the Non-Lifetime Withdrawal or Lifetime
Withdrawals, no additional Non-Lifetime withdrawals may be taken.

The Non-Lifetime Withdrawal will proportionally reduce the Protected Withdrawal
Value and the Periodic Value guarantees on the tenth and twentieth anniversaries
of the benefit effective date, described above, by the percentage the total
withdrawal amount represents of the then current Account Value immediately prior
to the time of the withdrawal.

If you are participating in a Systematic Withdrawal program, the first
withdrawal under the program cannot be classified as the Non-Lifetime
Withdrawal.

Example - Non-Lifetime Withdrawal (proportional reduction)

Assume the following:

. The Issue Date is December 1, 2010

. The Spousal Highest Daily Lifetime 6 Plus benefit is elected on
September 1, 2011

. The Account Value at benefit election was $105,000

. The younger designated life was 70 years old when he/she elected the
Spousal Highest Daily Lifetime 6 Plus benefit

. No previous withdrawals have been taken under the Spousal Highest
Daily Lifetime 6 Plus benefit

On October 2, 2011, the Protected Withdrawal Value is $125,000, the 10th benefit
year minimum Periodic Value guarantee is $210,000 and the 20th benefit year
minimum Periodic Value guarantee is $420,000, and the Account Value is $120,000.
Assuming $15,000 is withdrawn from the Annuity on October 2, 2011 and is
designated as a Non-Lifetime Withdrawal, all guarantees associated with the
Spousal Highest Daily Lifetime 6 Plus benefit will be reduced by the ratio the
total withdrawal amount represents of the Account Value just prior to the
withdrawal being taken.

Here is the calculation:

Withdrawal amount divided by $ 15,000
Account Value before withdrawal $120,000
Equals ratio 12.5%
All guarantees will be reduced by the above ratio (12.5%)
Protected Withdrawal Value $109,375
10th benefit year Minimum Periodic Value $183,750
20th benefit year Minimum Periodic Value $367,500

Required Minimum Distributions

Withdrawals that exceed the Annual Income Amount,
but which you are required to take as a Required Minimum Distribution for this
Annuity, will not reduce the Annual Income Amount for future years. No
additional Annual Income Amounts will be available in an Annuity Year due to
Required Minimum Distributions unless the Required Minimum Distribution amount
is greater than the Annual Income Amount. Unless designated as a Non-Lifetime
Withdrawal, Required Minimum Distributions are considered Lifetime Withdrawals.
If you take a withdrawal in an Annuity Year in which your Required Minimum
Distribution for that year is not greater than the Annual Income Amount, and the
amount of the withdrawal exceeds the remaining Annual Income Amount for that
year, we will treat the withdrawal as a withdrawal of Excess Income. Such a
withdrawal of Excess Income will reduce the Annual Income Amount available in
future years. If the Required Minimum Distribution (as calculated by us for your
Annuity and not previously withdrawn in the current calendar year) is greater
than the Annual Income Amount, an amount equal to the remaining Annual Income
Amount plus the difference between the Required Minimum Distribution amount not
previously withdrawn in the current calendar year and the Annual Income Amount
will be available in the current Annuity Year without it being considered a
withdrawal of Excess Income. In the event that a Required Minimum Distribution
is calculated in a calendar year that crosses more than one Annuity Year and you
choose to satisfy the entire Required Minimum Distribution for that calendar
year in the next Annuity Year, the distribution taken in the next Annuity Year
will reduce your Annual Income Amount in that Annuity Year by the amount of the
distribution. If the Required Minimum Distribution not taken in the prior
Annuity Year is greater than the Annual Income Amount as guaranteed by the
benefit in the current Annuity Year, the total Required Minimum Distribution
amount may be taken without being treated as a withdrawal of Excess Income.

Example - Required Minimum Distributions

Annual Income Amount = $5,000
Remaining Annual Income Amount = $3,000
Required Minimum Distribution = $6,000

The amount you may withdraw in the current Annuity Year without it being treated
as an Excess Withdrawal is $4,000. ($3,000 + ($6,000 - $5,000) = $4,000).

If the $4,000 withdrawal is taken, the remaining Annual Income Amount will be
zero and the remaining Required Minimum Distribution amount of $2,000 may be
taken in the subsequent Annuity Year (when your Annual Income Amount is reset to
$5,000) without proportionally reducing all guarantees associated with the
Spousal Highest Daily Lifetime 6 Plus benefit as described above. The amount you
may withdraw in the subsequent Annuity Year if you stop taking withdrawals in
the current Annuity Year and choose not to satisfy the Required Minimum
Distribution in the current Annuity Year (assuming the Annual Income Amount in
the subsequent Annuity Year is $5,000) without being treated as a withdrawal of
Excess Income is $6,000. This withdrawal must comply with all IRS guidelines in
order to satisfy the Required Minimum Distribution for the current calendar
year.

Benefits Under Spousal Highest Daily Lifetime 6 Plus

. To the extent that your Account Value was reduced to zero as a result
of cumulative Lifetime Withdrawals in an Annuity Year that are less
than or equal to the Annual Income Amount, and amounts are still
payable under Spousal Highest Daily Lifetime 6 Plus, we will make an
additional payment, if any, for that Annuity Year equal to the
remaining Annual Income Amount for the Annuity Year. Thus, in that
scenario, the remaining Annual Income Amount would be payable even
though your Account Value was reduced to zero. In subsequent Annuity
Years we make payments that equal the Annual Income Amount as
described in this section. We will make payments until the death of
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. After
the Account Value is reduced to zero, you are not permitted to make
additional Purchase Payments to your Annuity. To the extent that
cumulative withdrawals in the Annuity Year that reduced your Account
Value to zero are more than the Annual Income Amount, the Spousal
Highest Daily Lifetime 6 Plus benefit terminates, and no additional
payments will be made. However, if a withdrawal in the latter scenario
was taken to satisfy a Required Minimum Distribution (as described
above) under the Annuity then the benefit will not terminate, and we
will continue to pay the Annual Income Amount in subsequent Annuity
Years until the death of the second designated life provided the
designated lives were spouses at the death of the first designated
life.

. If annuity payments are to begin under the terms of your Annuity, or
if you decide to begin receiving annuity payments and there is an
Annual Income Amount due in subsequent Annuity Years, you can elect
one of the following two options:

(1) apply your Account 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. If, due to death of a designated life or divorce
prior to annuitization, only a single designated life
remains, then annuity payments will be made as a life
annuity for the lifetime of the designated life. We must
receive your request in a form acceptable to us at our
office. If applying your Account Value, less any applicable
tax charges, to our current life only (or joint life,
depending on the number of designated lives remaining)
annuity payment rates results in a higher annual payment, we
will give you the higher annual payment.

. In the absence of an election when mandatory annuity payments are to
begin, we currently make annual annuity payments as a joint and
survivor or single (as applicable) life fixed annuity with eight
payments certain, by applying the greater of the annuity rates then
currently available or the annuity rates guaranteed in your Annuity.
We reserve the right at any time to increase or decrease the certain
period in order to comply with the Code (e.g., to shorten the period
certain to match life expectancy under applicable Internal Revenue
Service tables). The amount that will be applied to provide such
annuity payments will be the greater of:

(1) the present value of the future Annual Income Amount
payments. Such present value will be calculated using the
greater of the joint and survivor or single (as applicable)
life fixed annuity rates then currently available or the
joint and survivor or single (as applicable) life fixed
annuity rates guaranteed in your Annuity; and (2) the
Account Value.

(2) the Account Value

If no Lifetime Withdrawal was ever taken, we will calculate the Annual Income
Amount as if you made your first Lifetime Withdrawal on the date the annuity
payments are to begin.

Other Important Considerations

.. Withdrawals under the Spousal Highest Daily Lifetime 6 Plus benefit are
subject to all of the terms and conditions of the Annuity, for the
Non-Lifetime Withdrawal as well as withdrawals that exceed the Annual
Income Amount.

.. Withdrawals made while the Spousal Highest Daily Lifetime 6 Plus benefit is
in effect will be treated, for tax purposes, in the same way as any other
withdrawals under the Annuity. Any withdrawals made under the benefit will
be taken pro rata from the Sub-accounts (including the AST Investment Grade
Bond Sub-account). If you have an active Systematic Withdrawal program
running at the time you elect this benefit, the program must withdraw funds
pro-rata. The first Systematic Withdrawal that processes after your
election of the benefit will be deemed a Lifetime Withdrawal.

If the deduction of the charge would result in the Account Value falling below
the lesser of $500 or 5% of the sum of the Account Value on the effective date
of the benefit plus all Purchase Payments made subsequent thereto (we refer to
this as the "Account Value Floor"), we will only deduct that portion of the
charge that would not cause the Account Value to fall below the Account Value
Floor. If the Account Value on the date we would deduct a charge for the benefit
is less than the Account Value Floor, then no charge will be assessed for that
benefit quarter. Charges deducted upon termination of the benefit may cause the
Account Value to fall below the Account Value Floor. If a charge for the Spousal
Highest Daily Lifetime 6 Plus benefit would be deducted on the same day we
process a withdrawal request, the charge will be deducted first, then the
withdrawal will be processed. The withdrawal could cause the Account Value to
fall below the Account Value Floor. While the deduction of the charge (other
than the final charge) may not reduce the Account Value to zero, withdrawals may
reduce the Account Value to zero. If this happens and the Annual Income Amount
is greater than zero, we will make payments under the benefit and the Death
Benefit (described above) will not be payable.

Election of and Designations under the Benefit

Spousal Highest Daily Lifetime 6 Plus 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, Spousal Highest Daily
Lifetime 6 Plus only may be elected where the Owner, Annuitant, and Beneficiary
designations are as follows:

We do not permit a change of Owner under this benefit, except as follows: (a) if
one Owner dies and the surviving spousal Owner assumes the Annuity, or (b) if
the Annuity initially is co-owned, but thereafter the Owner who is not the
Annuitant is removed as Owner. We permit changes of Beneficiary designations
under this benefit, however if the Beneficiary is changed, the benefit may not
be eligible to be continued upon the death of the first designated life. If the
designated lives divorce, the Spousal Highest Daily Lifetime 6 Plus benefit may
not be divided as part of the divorce settlement or judgment. Nor may the
divorcing spouse who retains ownership of the Annuity appoint a new designated
life upon re-marriage.

Spousal Highest Daily Lifetime 6 Plus can be elected at the time that you
purchase your Annuity or after the Issue Date, subject its availability, and our
eligibility rules and restrictions. If you elect Spousal Highest Daily Lifetime
6 Plus and terminate it, you can re-elect it, subject to our current rules and
availability. See "Termination of Existing Benefits and Election of New
Benefits" for information pertaining to elections, termination and re-election
of benefits. Please note that if you terminate a living benefit and elect
Spousal Highest Daily Lifetime 6 Plus, you lose the guarantees that you had
accumulated under your existing benefit, and your guarantees under Spousal
Highest Daily Lifetime 6 Plus will be based on your Account Value on the
effective date of Spousal Highest Daily Lifetime 6 Plus.. You should carefully
consider whether terminating your existing benefit and electing a new benefit is
appropriate for you. We reserve the right to waive, change and/or further limit
the election frequency in the future.

If you wish to elect this benefit and you are currently participating in a
systematic withdrawal program, amounts withdrawn under the program must be taken
on a pro rata basis from your Annuity's Sub-accounts (i.e., in direct proportion
to the proportion that each such Sub-account bears to your total Account Value)
in order for you to be eligible for the benefit. Thus, you may not elect Spousal
Highest Daily Lifetime 6 Plus so long as you participate in a systematic
withdrawal program in which withdrawals are not taken pro rata.

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 may apply.

The benefit automatically terminates upon the first to occur of the following:

. upon our receipt of Due Proof of Death of the first designated life,
if the surviving spouse opts to take the death benefit under the
Annuity (rather than continue the Annuity) or if the surviving spouse
is not an eligible designated life;

. upon the death of the second designated life;

. your termination of the benefit;

. your surrender of the Annuity;

. your election to begin receiving annuity payments (although if you
have elected to take annuity payments in the form of the Annual Income
Amount, we will continue to pay the Annual Income Amount);

. both the Account Value and Annual Income Amount equal zero; and

. you cease to meet our requirements as described in "Election of and
Designations under the Benefit".

Upon termination of Spousal Highest Daily Lifetime 6 Plus other than upon death
of a designated life or annuitization, we impose any accrued fee for the benefit
(i.e., the fee for the pro-rated portion of the year since the fee was last
assessed), and thereafter we cease deducting the charge for the benefit. This
final charge will be deducted even if it results in the Account Value falling
below the Account Value Floor. With regard to your investment allocations, upon
termination we will: (i) leave intact amounts that are held in the Permitted
Sub-accounts, and (ii) unless you are participating in an asset allocation
program (i.e., Custom Portfolios Program, or Automatic Rebalancing Program) for
which we are providing administrative support, transfer all amounts held in the
AST Investment Grade Bond Portfolio Sub-account to your variable Investment
Options, pro rata (i.e. in the same proportion as the current balances in your
variable Investment Options). If prior to the transfer from the AST Investment
Grade Bond Sub-account the Account Value in the variable Investment Options is
zero, we will transfer such amounts to the AST Money Market Sub-account.

How Spousal Highest Daily Lifetime 6 Plus Transfers Account Value between Your
Permitted Sub-accounts and the AST Investment Grade Bond Sub-account. See "How
Highest Daily Lifetime 6 Plus/Spousal Highest Daily Lifetime 6 Plus Transfers
Account Value Between Your Permitted Sub-accounts and the AST Investment Grade
Bond Sub-account" above for information regarding this component of the benefit.

Additional Tax Considerations

If you purchase an annuity 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 Required Minimum Distribution rules under the
Code provide that you begin receiving periodic amounts 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 five (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 Annual Income Amount, which will cause us to
increase the Annual Income Amount in any Annuity Year that Required Minimum
Distributions due from your Annuity are greater than such amounts, as discussed
above. In addition, the amount and duration of payments under the annuity
payment 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.

As indicated, withdrawals made while this benefit is in effect will be treated,
for tax purposes, in the same way as any other withdrawals under the Annuity.
Please see the Tax Considerations section 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 Spousal Highest Daily Lifetime 6 Plus through a non-qualified
annuity, as with all withdrawals, once all Purchase Payments are returned under
the Annuity, all subsequent withdrawal amounts will be taxed as ordinary income.

GUARANTEED RETURN OPTION Plus II (GRO Plus II)

Under GRO Plus II, we guarantee that on the seventh anniversary of benefit
election, and each anniversary thereafter, the Account Value will be not less
than the Account Value on the date that the benefit is added to your Annuity
(adjusted for subsequent Purchase Payments and withdrawals as detailed below)
..We refer to this initial guarantee as the "base guarantee." In addition to the
base guarantee, GRO Plus II offers the possibility of an enhanced guarantee. You
may "manually" lock in an enhanced guarantee once per "benefit year" (i.e., a
year beginning on the date you acquired the benefit and each anniversary
thereafter) if your Account Value on that Valuation Day exceeds the amount of
any outstanding base guarantee or enhanced guarantee. If you elect to manually
lock-in an enhanced guarantee on an anniversary of the effective date of the
benefit, that lock-in will not count towards the one elective manual lock-in you
may make each benefit year. We guarantee that the Account Value locked-in by
that enhanced guarantee will not be any less seven years later, and each
anniversary of that date thereafter. In addition, you may elect an automatic
enhanced guarantee feature under which, if your Account Value on a benefit
anniversary exceeds the highest existing guarantee by 7% or more, we guarantee
that such Account Value will not be any less seven benefit anniversaries later
and each benefit anniversary thereafter. You may maintain only one enhanced
guarantee in addition to your base guarantee. Thus, when a new enhanced
guarantee is created, it cancels any existing enhanced guarantee. However, the
fact that an enhanced guarantee was effected automatically on a benefit
anniversary does not prevent you from "manually" locking-in an enhanced
guarantee during the ensuing benefit year. In addition, the fact that you
"manually" locked in an enhanced guarantee does not preclude the possibility of
an automatic enhanced guarantee on the subsequent benefit anniversary. You may
elect to terminate an enhanced guarantee without also terminating the base
guarantee. If you do, any amounts held in the AST bond portfolio Sub-account
with respect to that enhanced guarantee will be transferred to your other
Sub-accounts in accordance with your most recent allocation instructions, and if
none exist, then pro rata to your variable Sub-accounts (see below "Key Feature
- Allocation of Account Value"). Amounts held in an AST bond portfolio
Sub-account with respect to the base guarantee will not be transferred as a
result of the termination of an enhanced guarantee. You may not lock in an
enhanced guarantee, either manually or through our optional automatic program,
within seven years prior to the Latest Annuity Date (please see "Annuity
Options" for further information). This also applies to a new Owner who has
acquired the Annuity from the original Owner.

In this section, we refer to a date on which the Account Value is guaranteed to
be present as the "maturity date". If the Account Value on the maturity date is
less than the guaranteed amount, we will contribute funds from our general
account to bring your Account Value up to the guaranteed amount. If the maturity
date is not a Valuation Day, then we would contribute such an amount on the next
Valuation Day. We will allocate any such amount to each Sub-account (other than
the AST bond portfolio Sub-account used with this benefit and described below)
in accordance with your most recent allocation instructions, which means: a) the
Custom Portfolio Program or, b) if you are not participating in this program,
then such amounts will be allocated to your Sub-accounts on a pro rata basis.
Regardless of whether we need to contribute funds at the end of a Guarantee
Period, we will at that time transfer all amounts held within the AST bond
portfolio Sub-account associated with the maturing guarantee in accordance with
your most recent allocation instructions, which means: a) the Custom Portfolio
Program or, b) if you are not participating in this program, then such amounts
will be allocated to you Sub-accounts on a pro rata basis. If the former (i.e.,
an asset allocation program), your Account Value will be transferred according
to the program.

Any addition or transferred amount may be subsequently re-allocated based on the
predetermined mathematical formula described below.

We increase both the base guarantee and any enhanced guarantee by the amount of
each Purchase Payment made subsequent to the date that the guarantee was
established. For example, if the effective date of the benefit was January 1,
2011 and the Account Value was $100,000 on that date, then a $30,000 Purchase
Payment made on March 30, 2012 would increase the base guarantee amount to
$130,000.

If you make a withdrawal, we effect a proportional reduction to each existing
guarantee amount. We calculate a proportional reduction by reducing each
existing guarantee amount by the percentage represented by the ratio of the
withdrawal amount to your Account Value immediately prior to the withdrawal.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

This example is purely hypothetical and does not reflect the charges for the
benefit or any other fees and charges under the Annuity. It is

intended to illustrate the proportional reduction of a withdrawal on each
guarantee amount under this benefit

Assume the following:

. The Issue Date is December 1, 2010

. The benefit is elected on December 1, 2010

. The Account Value on December 1, 2010 is $200,000, which results in a
base guarantee of $200,000

. An enhanced guarantee amount of $350,000 is locked in on December 1,
2011

. The Account Value immediately prior to the withdrawal is equal to
$380,000

Here is the calculation (figures are rounded):

Key Feature - Allocation of Account Value For GRO Plus II and Highest Daily GRO
II

We limit the Sub-accounts to which you may allocate Account Value if you
elect GRO Plus II and Highest Daily GRO II (HD GRO II)(see below). For
purposes of these benefits, we refer to those permitted investment options
(other than the required bond portfolio Sub-accounts discussed below) as
the "Permitted Sub-accounts. "GRO Plus II and HD GRO II use a
predetermined mathematical formula to help manage your guarantees through
all market cycles. The formula applicable to you may not be altered once
you elect the benefit. However, subject to regulatory approval, we do
reserve the right to amend the formula for newly-issued Annuities that
elect or re-elect GRO Plus II and HD GRO II and for existing Annuities
that elect the benefit post-issue. This required formula helps us manage
our financial exposure under GRO Plus II and HD GRO II, by moving assets
out of certain Sub-accounts if dictated by the formula (see below). In
essence, we seek to preserve Account Value, by transferring them to a more
stable option (i.e., one or more specified bond Portfolios of Advanced
Series Trust). We refer to the Sub-accounts corresponding to these bond
Portfolios collectively as the "AST bond portfolio Sub-accounts". The
formula also contemplates the transfer of Account Value from an AST bond
portfolio Sub-account to the other Sub-accounts. The formula is set forth
in Appendix C of this prospectus. A summary description of each AST bond
portfolio Sub-account appears within the prospectus section entitled "What
Are The Investment Objectives and Policies Of The Portfolios?" You will be
furnished with a prospectus describing the AST bond Portfolios. In
addition, you can find a copy of the AST bond portfolio prospectus by
going to www.prudentialannuities.com.

For purposes of operating the formula applicable to GRO Plus II and HD GRO II,
we have included within this Annuity several AST bond portfolio Sub-accounts.
Each AST bond portfolio is unique, in that its underlying investments generally
mature at different times. For example, there would be an AST bond portfolio
whose underlying investments generally mature in 2020, an AST bond portfolio
whose underlying investments generally mature in 2021, and so forth. As
discussed below, the formula determines the AST bond portfolio Sub-account to
which Account Value is transferred. We will introduce new AST bond portfolio
Sub-accounts in subsequent years, to correspond generally to the length of new
guarantee periods that are created under this benefit (and the Highest Daily GRO
II benefit). If you have elected GRO Plus II or HD GRO II, you may have Account
Value allocated to an AST bond portfolio Sub-account only by operation of the
formula, and thus you may not allocate Purchase Payments to or make transfers to
or from an AST bond portfolio Sub-Account.

Although we employ several AST bond portfolio Sub-accounts for purposes of the
benefit, the formula described in the next paragraph operates so that your
Account Value may be allocated to only one AST bond portfolio Sub-account at one
time. The formula determines the appropriate AST Bond Portfolio Sub-account to
which Account Value is transferred. On any day a transfer into or out of the AST
bond portfolio Sub-account is made the formula may dictate that a transfer out
of one AST bond portfolio Sub-account be made into another AST bond portfolio
Sub-account. Any transfer into an AST bond portfolio Sub-account will be
directed to the AST bond portfolio Sub-account associated with the "current
liability", as described below. As indicated, the AST bond portfolio
Sub-accounts are employed with this benefit to help us mitigate the financial
risks under our guarantee. Thus, in accordance with the formula applicable to
you under the benefit, we determine which AST bond portfolio Sub-account your
Account Value is transferred to, and under what circumstances a transfer is
made.

In general, the formula works as follows. On each Valuation Day, the formula
automatically performs an analysis with respect to each guarantee that is
outstanding. For each outstanding guarantee, the formula begins by determining
the present value on that Valuation Day that, if appreciated at the applicable
"discount rate", would equal the applicable guarantee amount on the maturity
date. As detailed in the formula, the discount rate is an interest rate
determined by taking a benchmark index used within the financial services
industry and then reducing that interest rate by a prescribed adjustment. Once
selected, we do not change the applicable benchmark index (although we do
reserve the right to use a new benchmark index if the original benchmark is
discontinued). The greatest of each such present value is referred to as the
"current liability" in the formula. The formula compares the current liability
to the amount of your Account Value held within the AST bond portfolio
Sub-account and to your Account Value held within the Permitted Sub-accounts. If
the current liability, reduced by the amount held within the AST bond portfolio
Sub-account, and divided by the amount held within the Permitted Sub-accounts,
exceeds an upper target value (currently, 85%), then the formula will make a
transfer into the AST bond portfolio Sub-account, in the amount dictated by the
formula (subject to the 90% cap discussed below). If the current liability,
reduced by the amount held within the AST bond portfolio Sub-account, and
divided by the amount within the Permitted Sub-accounts, is less than a lower
target value (currently, 79%), then the formula will transfer Account Value from
the AST bond portfolio Sub-account into the Permitted Sub-accounts, in the
amount dictated by the formula.

The formula will not execute a transfer to the AST bond portfolio Sub-account
that results in more than 90% of your Account Value being allocated to the AST
bond portfolio Sub-account ("90% cap"). Thus, on any Valuation Day, if the
formula would require a transfer to the AST bond portfolio Sub-account that
would result in more than 90% of the Account Value being allocated to the AST
bond portfolio Sub-account, only the amount that results in exactly 90% of the
Account Value being allocated to the AST bond portfolio Sub-account will be
transferred. Additionally, future transfers into the AST bond portfolio
Sub-account will not be made (regardless of the performance of the AST bond
portfolio Sub-account and the Permitted Sub-accounts) at least until there is
first a transfer out of the AST bond portfolio Sub-account. Once this transfer
occurs out of the AST bond portfolio Sub-account, future amounts may be
transferred to or from the AST bond portfolio Sub-account if dictated by the
formula (subject to the 90% cap). At no time will the formula make a transfer to
the AST bond portfolio Sub-account that results in greater than 90% of your
Account Value being allocated to the AST bond portfolio Sub-account. However, it
is possible that, due to the investment performance of your allocations in the
AST bond portfolio Sub-account and your allocations in the Permitted
Sub-accounts you have selected, your Account Value could be more than 90%
invested in the AST bond portfolio Sub-account. If you make additional Purchase
Payments to your Annuity while the 90% cap is in effect, the formula will not
transfer any of such additional Purchase Payments to the AST bond portfolio
Sub-account at least until there is first a transfer out of the AST bond
portfolio Sub-account, regardless of how much of your Account Value is in the
Permitted Sub accounts. This means that there could be scenarios under which,
because of the additional Purchase Payments you make, less than 90% of your
entire Account Value is allocated to the AST bond portfolio Sub-account, and the
formula will still not transfer any of your Account Value to the AST bond
portfolio Sub-account (at least until there is first a transfer out of the AST
bond portfolio Sub-account).

For example,

. March 20, 2011 - you make an additional Purchase Payment of $10,000.
No transfers have been made from the AST bond portfolio Sub-account to
the Permitted Sub-accounts since the cap went into effect on March 19,
2011.

. On March 20, 2011 (and at least until first a transfer is made out of
the AST bond portfolio Sub-account under the formula) - the $10,000
payment is allocated to the Permitted Sub-accounts and on this date
you have 82% in the AST bond portfolio Sub-account and 18% in the
Permitted Sub-accounts (such that $20,000 is allocated to the
Permitted Sub-accounts and $90,000 to the AST bond portfolio
Sub-account).

Under the operation of the formula, the 90% cap may come into and out
of effect multiple times while you participate in the benefit. We will
continue to monitor your Account Value daily and, if dictated by the
formula, systematically transfer amounts between the Permitted
Sub-accounts you have chosen and the AST bond portfolio Sub-account as
dictated by the formula.

As discussed above, each Valuation Day, the formula analyzes the
difference between your Account Value and your guarantees, as well as
how long you have owned the benefit, and determines if any portion of
your Account Value needs to be transferred into or out of the AST bond
portfolio Sub-accounts. Therefore, at any given time, some, none, or
most of your Account Value may be allocated to the AST bond portfolio
Sub-accounts.

The amount that is transferred to and from the AST bond portfolio
Sub-accounts pursuant to the formula depends upon a number of factors
unique to your Annuity (and is not necessarily directly correlated
with the securities markets, bond markets, or interest rates, in
general) including:

. The difference between your Account Value and your guarantee
amount(s);

. The amount of time until the maturity of your guarantee(s);

. The amount invested in, and the performance of, the
Permitted Sub-accounts;

. The amount invested in, and the performance of, the AST bond
portfolio Sub-accounts;

. The discount rate used to determine the present value of
your guarantee(s);

. Additional Purchase Payments, if any, that you make to the
Annuity; and

. Withdrawals, if any, taken from the Annuity.

Any amounts invested in the AST bond portfolio Sub-accounts will
affect your ability to participate in a subsequent market recovery.
Conversely, the Account Value may be higher at the beginning of the
recovery, e.g. more of the Account Value may have been protected from
decline and volatility than it otherwise would have been had the
benefit not been elected. The AST bond portfolio Sub-accounts are
available only with certain optional living benefits, and you may not
allocate Purchase Payments to or transfer Account Value to or from the
AST bond portfolio Sub-accounts.

Transfers under the formula do not impact any guarantees under the
benefit that have already been locked-in.

Election/Cancellation of the Benefit

GRO Plus II can be elected on the Issue Date of your Annuity, or on any
Valuation Day thereafter as long as the benefit is available, provided that your
Account Value is allocated in a manner permitted with the benefit and that you
otherwise meet our eligibility rules. You may elect GRO Plus II only if the
oldest of the Owner and Annuitant is 84 or younger on the date of election. The
base guarantee under GRO Plus II will be based on your current Account Value at
the time GRO Plus II becomes effective on your Annuity. GRO Plus II is not
available if you participate in any other optional living benefit. However, GRO
Plus II may be elected together with any optional death benefit.

GRO Plus II will terminate automatically upon: (a) the death of the Owner or the
Annuitant (in an entity owned contract), unless the Annuity is continued by the
surviving spouse; (b) as of the date Account Value is applied to begin annuity
payments; (c) as of the anniversary of benefit election that immediately
precedes the contractually-mandated latest annuity date, or (d) upon full
surrender of the Annuity. If you elect to terminate the benefit, GRO Plus II
will no longer provide any guarantees. The charge for the GRO Plus II benefit
will no longer be deducted from your Account Value upon termination of the
benefit.

If you elect this benefit, and in connection with that election you are required
to reallocate to different investment options permitted under this benefit, then
on the Valuation Day on which we receive your request in Good Order, we will (i)
sell units of the non-permitted investment options and (ii) invest the proceeds
of those sales in the permitted investment options that you have designated.
During this reallocation process, your Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case generally.
The protection afforded by the newly-elected benefit will not arise until the
close of business on the following Valuation Day.

Special Considerations under GRO Plus II

This benefit is subject to certain rules and restrictions, including, but
not limited to the following:

. Upon inception of the benefit, 100% of your Account Value must be
allocated to the Permitted Sub-accounts. The Permitted Sub-accounts
are those described in the Investment Option section of this
prospectus.

. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

. Any amounts applied to your Account Value by us on a maturity date
will not be treated as "investment in the contract" for income tax
purposes.

. Only systematic withdrawal programs in which amounts withdrawn are
being taken on a pro rata basis from your Annuity's Sub-accounts
(i.e., in direct proportion to the proportion that each such
Sub-account bears to your total Account Value) will be permitted if
you participate in GRO Plus II. Thus, you may not elect GRO Plus II so
long as you participate in a systematic withdrawal program in which
withdrawals are not taken pro rata. Similarly, if you currently
participate in GRO Plus II, we will allow you to add a systematic
withdrawal program only if withdrawals under the program are to be
taken pro rata.

. As the time remaining until the applicable maturity date(s) gradually
decreases, the benefit may become increasingly sensitive to moves to
an AST bond portfolio Sub-account.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets of
the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the GRO Plus II benefit. The annualized charge is deducted
daily. The charge is deducted to compensate us for: (a) the risk that your
Account Value on a maturity date is less than the amount guaranteed and (b)
administration of the benefit.

HIGHEST DAILY GUARANTEED RETURN OPTION II (HD GRO II)

HD GRO II is a form of "guaranteed minimum accumulation benefit" that guarantees
a specified Account Value at one or more dates in the future. If you participate
in this benefit, you are subject to a predetermined mathematical formula that
transfers Account Value between your Sub-accounts and an AST bond portfolio
Sub-account.

HD GRO II creates a series of separate guarantees, each of which is based on the
highest Account Value attained on a day during the applicable time period. As
each year of your participation in the benefit passes, we create a new
guarantee. Each guarantee then remains in existence until the date on which it
matures (unless the benefit terminates sooner). We refer to each date on which
the specified Account Value is guaranteed as the "maturity date" for that
guarantee. HD GRO II will not create a guarantee if the maturity date of that
guarantee would extend beyond the Latest Annuity Date. This is true even with
respect to a new Owner who has acquired the Annuity from the original Owner.

The initial guarantee is created on the day that the HD GRO II benefit is added
to your Annuity. We guarantee that your Account Value on the tenth anniversary
of that day (we refer to each such anniversary as a "benefit anniversary") will
not be less than your Account Value on the day that the HD GRO II benefit was
added to your Annuity. Each benefit anniversary thereafter, we create a new
guarantee. With respect to each such subsequent guarantee, we identify the
highest Account Value that occurred between the date of that benefit anniversary
and the date on which HD GRO II was added to your Annuity. We guarantee that
your Account Value ten years after that benefit anniversary will be no less than
the highest daily Account Value (adjusted for Purchase Payments and withdrawals,
as described below) that occurred during that time period. The following example
illustrates the time period over which we identify the highest daily Account
Value for purposes of each subsequent guarantee under the benefit. If the date
of benefit election were January 1, 2010, we would create a guarantee on January
1, 2014 based on the highest Account Value achieved between January 1, 2010 and
January 1, 2014, and that guarantee would mature on January 1, 2024. As
described below, we adjust each of the guarantee amounts for Purchase Payments
and withdrawals.

If the Account Value on the maturity date is less than the guaranteed amount, we
will contribute funds from our general account to bring your Account Value up to
the guaranteed amount. If the maturity date is not a Valuation Day, then we
would contribute such an amount on the next Valuation Day. We will allocate any
such amount to each Sub-account (other than the AST bond portfolio Sub-account
used with this benefit and described below) in accordance with your most recent
allocations instructions. Regardless of whether we need to contribute funds at
the end of a guarantee period, we will at that time transfer all amounts held
within the AST bond portfolio Sub-account associated with the maturing guarantee
to your other Sub-accounts on a pro rata basis, unless your Account Value is
either (1) being allocated according to an asset allocation program or (2) at
that time allocated entirely to an AST bond portfolio Sub-account. If the former
(i.e., an asset allocation program), your Account Value will be transferred
according to the program. If the latter (i.e., an AST bond portfolio
Sub-account), then your Account Value will be transferred to the Sub-accounts
permitted with this benefit according to your most recent allocation
instructions. Any addition or transferred amount may subsequently be
re-allocated based on the predetermined mathematical formula described below.

We increase the amount of each guarantee that has not yet reached its maturity
date, as well as the highest daily Account Value that we calculate to establish
a guarantee, by the amount of each subsequent Purchase Payment made prior to the
applicable maturity date. For example, if the effective date of the benefit was
January 1, 2011, and there was an initial guaranteed amount that was set at
$100,000 maturing January 1, 2021, and a second guaranteed amount that was set
at $120,000 maturing January 1, 2022, then a $30,000 Purchase Payment made on
March 30, 2012 would increase the guaranteed amounts to $130,000 and $150,000,
respectively.

If you make a withdrawal, we will deduct the withdrawal amount pro rata from
each of your Sub-accounts (including the AST bond portfolio Sub-account used
with this benefit).

EXAMPLE

Assume the following:

.. The Issue Date is December 1, 2010

.. The benefit is elected on December 1, 2010

.. The Account Value on December 1, 2010 is $200,000, which results in an
initial guarantee of $200,000

.. An additional guarantee amount of $350,000 is locked in on December 1, 2011

.. The Account Value immediately prior to the withdrawal is equal to $380,000

Here is the calculation (figures are rounded):

.. Account Value before Withdrawal $380,000

.. Equals ratio 13.16%

.. All guarantees will be reduced by the above (13.16%)

.. Initial guarantee amount $173,680

.. Additional guarantee amount $303,940

Key Feature - Allocation of Account Value

Election/Cancellation of the Benefit

HD GRO II can be elected on the Issue Date of your Annuity, or on any Valuation
Day thereafter as long as the benefit is available, provided that your Account
Value is allocated in a manner permitted with the benefit and you otherwise meet
our eligibility requirements. You may elect HD GRO II only if the oldest of the
Owner and Annuitant is 84 or younger on the date of election. If you currently
participate in a living benefit that may be cancelled, you may terminate that
benefit at any time and elect HD GRO II. However you will lose all guarantees
that you had accumulated under the previous benefit. The initial guarantee under
HD GRO II will be based on your current Account Value at the time the new
benefit becomes effective on your Annuity.

HD GRO II is not available if you participate in any other living benefit.
However, HD GRO II may be elected together with any optional death benefit.

If you elect this benefit, and in connection with that election you are required
to reallocate to different investment options permitted under this benefit, then
on the Valuation Day on which we receive your request in Good Order, we will (i)
sell units of the non-permitted investment options and (ii) invest the proceeds
of those sales in the permitted investment options that you have designated.
During this reallocation process, your Account Value allocated to the
Sub-accounts will remain exposed to investment risk, as is the case generally.
The protection afforded by the newly-elected benefit will not arise until the
close of business on the following Valuation Day.

If you wish, you may cancel the HD GRO II benefit. You may then elect any other
currently available living benefit on any Valuation Day after you have cancelled
the HD GRO II benefit, provided that your Account Value is allocated in the
manner permitted with that new benefit and you otherwise meet our eligibility
requirements. Upon cancellation of the HD GRO II benefit, any Account Value
allocated to the AST bond portfolio Sub-accounts used with the formula will be
reallocated to the Permitted Sub-Accounts according to your most recent
allocation instructions or, in absence of such instructions, pro rata (i.e., in
direct proportion to your current allocations). Upon your re-election of HD GRO
II, Account Value may be transferred between the AST bond portfolio Sub-accounts
and the other Sub-accounts according to the predetermined mathematical formula
(see "Key Feature - Allocation of Account Value" section for more details). You
also should be aware that upon cancellation of the HD GRO II benefit, you will
lose all guarantees that you had accumulated under the benefit. Thus, the
guarantees under your newly-elected benefit will be based on your current
Account Value at the time the new benefit becomes effective. The benefit you
elect or re-elect may be more expensive than the benefit you cancel.

Special Considerations under HD GRO II

This benefit is subject to certain rules and restrictions, including, but not
limited to the following:

.. Upon inception of the benefit, 100% of your Account Value must be allocated
to the Permitted Sub-accounts. The Permitted Sub-accounts are those
described in the Investment Option section.

.. Transfers as dictated by the formula will not count toward the maximum
number of free transfers allowable under the Annuity.

.. Any amounts applied to your Account Value by us on a maturity date will not
be treated as "investment in the contract" for income tax purposes.

.. As the time remaining until the applicable maturity date gradually
decreases, the benefit may become increasingly sensitive to moves to an AST
bond portfolio Sub-account.

Charges under the Benefit

We deduct an annualized charge equal to 0.60% of the average daily net assets of
the Sub-accounts (including any AST bond portfolio Sub-account) for
participation in the HD GRO II benefit. The annualized charge is deducted daily.
The charge is deducted to compensate us for: (a) the risk that your Account
Value on the maturity date is less than the amount guaranteed and (b)
administration of the benefit.

DEATH BENEFITS AND OPTIONAL DEATH BENEFIT RIDERS

TRIGGERS FOR PAYMENT OF THE DEATH BENEFIT

The Annuity provides a Death Benefit prior to annuitization. If the Annuity is
owned by one or more natural persons, the Death Benefit is payable upon the
death of the Owner (or the first to die, if there are multiple Owners). If an
Annuity is owned by an entity, the Death Benefit is payable upon the Annuitant's
death if there is no Contingent Annuitant. Generally, if a Contingent Annuitant
was designated before the Annuitant's death and the Annuitant dies, then the
Contingent Annuitant becomes the Annuitant and a Death Benefit will not be paid
upon the Annuitant's death. The person upon whose death the Death Benefit is
paid is referred to below as the "decedent." Where an Annuity is structured so
that it is owned by a grantor trust but the Annuitant is not the grantor, then
the Annuity is required to terminate upon the death of the grantor if the
grantor pre-deceases the Annuitant under Section 72(s) of the Code. Under this
circumstance, the Surrender Value will be paid out to the trust and it is not
eligible for the death benefit provided under the Annuity.

After our receipt of Due Proof of Death, we automatically transfer any remaining
Death Benefit to the AST Money Market Sub-account. However, between the date of
death and the date that we transfer any remaining Death Benefit to the AST Money
Market Sub-account, the amount of the Death Benefit could be subject to market
fluctuations.

If we receive Due Proof of Death more than one year after the date of death, we
reserve the right to limit the Death Benefit to the Account Value on the date we
receive Due Proof of Death (i.e., we would not pay the minimum Death Benefit or
any Optional Death Benefit). We reserve the right to waive or extend the one
year day period on a non-discriminatory basis.

With respect to a Beneficiary Annuity, the Death Benefit is triggered by the
death of the beneficial owner (or the Key Life, if entity-owned). However, if
the Annuity is held as a Beneficiary Annuity, the Owner is an entity, and the
Key Life is already deceased, then no Death Benefit is payable upon the death of
the beneficial owner.

MINIMUM DEATH BENEFIT

The Annuity provides a minimum Death Benefit at no additional charge. The amount
of the minimum Death Benefit is equal to the greater of:

. The sum of all Purchase Payments you have made since the Issue Date of
the Annuity until the date of Due Proof of Death, reduced
proportionally by the ratio of the amount of any withdrawal to the
Account Value immediately prior to the withdrawal; and

. Your Account Value.

OPTIONAL DEATH BENEFIT

One optional Death Benefit is offered for purchase with your Annuity to provide
an enhanced level of protection for your beneficiaries. The optional Death
Benefit is called the Highest Anniversary Value Death Benefit. This optional
Death Benefit also is available if your Annuity is held as a Beneficiary
Annuity. Investment restrictions apply if you elect the optional Death Benefit.
See the chart in the "Investment Options" section of the prospectus for a list
of Investment Options available and permitted with the benefit. If subsequent to
your election of the optional Death Benefit, we change our requirements as to
how your Account Value must be allocated, we will not compel you to re-allocate
your Account Value in accordance with our newly-adopted requirements.

Key Terms Used with the Highest Anniversary Value Death:

. The Death Benefit Target Date for the Highest Anniversary Value Death
Benefit initially is the later of (a) the anniversary of the Issue
Date coinciding with or next following the date the oldest Owner (or
Annuitant, if the Annuity is entity-owned) reaches age 80 and (b) the
fifth anniversary of the Issue Date of the Annuity. If there is a
change of Owner (or Annuitant, if the Annuity is entity-owned) prior
to the Death Benefit Target Date, then we will set the Death Benefit
Target Date with reference to the age of the oldest new Owner (or
Annuitant). However, we will not change the Death Benefit Target Date
if the change of Owner (or Annuitant, for an entity-owned Annuity)
occurs after the previous Death Benefit Target Date.

. The Highest Anniversary Value on the Issue Date is equal to your
Account Value. Thereafter, we calculate a Highest Anniversary Value on
each anniversary of the Issue Date of the Annuity ("Annuity
Anniversary") up to and including the earlier of the date of death or
attainment of the Death Benefit Target Date. On each such anniversary,
the Anniversary Value is equal to the greater of (a) the previous
Highest Anniversary Value and (b) the Account Value on each such
Anniversary. Between such anniversaries, the Highest Anniversary Value
is increased by the sum of all Purchase Payments since the prior
anniversary date and reduced by any Proportional Withdrawals since the
prior anniversary date.

. Proportional Withdrawals are determined by calculating the ratio of
the amount of the withdrawal to the Account Value as of the date of
the withdrawal but immediately prior to the withdrawal. Proportional
withdrawals result in a reduction to the Highest Anniversary Value by
reducing such value in the same proportion as the Account Value was
reduced by the withdrawal as of the date the withdrawal occurred. For
example, if your Highest Anniversary Value is $125,000 and you
subsequently withdraw $10,000 at a time when your Account Value is
equal to $100,000 (a 10% reduction), then we will reduce your Highest
Anniversary Value ($ 125,000) by 10%, or $12,500.

Highest Anniversary Value Death Benefit ("HAV")

Calculation of Highest Anniversary Value Death Benefit

If the decedent's date of death occurs before the Death Benefit Target Date, the
Death Benefit equals the greater of:

1. the greater of the minimum Death Benefit described above, and

2. the Highest Anniversary Value as of the date on which we receive Due Proof of
Death.

If the Owner dies on or after the Death Benefit Target Date, the Death Benefit
equals the greater of:

1. the greater of the minimum Death Benefit described above, and,

2. the Highest Anniversary Value on the Death Benefit Target Date, plus any
Purchase Payments since the Death Benefit Target Date, less the effect of any
Proportional Withdrawals since the Death Benefit Target Date.

The Highest Anniversary Value Death Benefit may not be terminated by you once
elected. This optional Death Benefit will terminate upon the first to occur of
the following:

. the date that the Death Benefit is determined, unless the Annuity is
continued by a spouse Beneficiary;

. upon the Annuity Date;

. upon surrender of the Annuity; or

. if your Account Value reaches zero.

Where an Annuity is structured so that it is owned by a grantor trust but the
Annuitant is not the grantor, then the Annuity is required to be surrendered
upon the death of the grantor if the grantor pre-deceases the Annuitant under
Section 72(s) of the Code. Under this circumstance, the Account Value will be
paid out to the Beneficiary and is not eligible for the Death Benefit provided
under the Annuity.

Upon termination, we cease to assess the fee for the optional Death Benefit.

Is there a Death Benefit Suspension Period?

If the decedent was not the Owner or Annuitant as of the Issue Date (or within
60 days thereafter) and did not become the Owner or Annuitant due to the prior
Owner's or Annuitant's death, any Death Benefit (including any optional Death
Benefit) that applies will be suspended for a two-year period as to that person
from the date he or she first became Owner or Annuitant. While the two year
suspension is in effect, the Death Benefit amount will equal the Account Value.
Thus, if you had elected an Optional Death benefit, and the suspension was in
effect, you would be paying the fee for the Optional Death Benefit even though
during the suspension period your Death Benefit would be limited to the Account
Value. After the two-year suspension period is completed the Death Benefit is
the same as if the suspension period had not been in force. See the section of
the prospectus above generally with regard to changes of Owner or Annuitant that
are allowable.

Spousal Continuation of Annuity

Unless you designate a Beneficiary other than your spouse, upon the death of
either spousal Owner, the surviving spouse may elect to continue ownership of
the Annuity instead of taking the Death Benefit payment. The Account Value as of
the date of Due Proof of Death will be equal to the Death Benefit that would
have been payable. Any amount added to the Account Value will be allocated to
the Sub-accounts (if you participate in an optional living benefit, such amount
will not be directly added to any bond portfolio Sub-account used by the
benefit, but may be reallocated by the pre-determined mathematical formula on
the same day).

Subsequent to spousal continuation, the minimum Death Benefit will be equal to
the greater of:

. The Account Value on the effective date of the spousal continuance,
plus all Purchase Payments you have made since the spousal continuance
until the date of Due Proof of Death, reduced proportionally by the
ratio of the amount of any withdrawal to the Account Value immediately
prior to the withdrawal; and

. The Account Value on Due Proof of Death of the assuming spouse.

Spousal continuation is also permitted, subject to our rules and regulatory
approval, if the Annuity 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 Code ("Custodial Account") and, on the
date of the Annuitant's death, the spouse of the Annuitant is (1) the Contingent
Annuitant under the Annuity and (2) the beneficiary of the Custodial Account.
The ability to continue the Annuity in this manner will result in the Annuity no
longer qualifying for tax deferral under the Code. However, such tax deferral
should result from the ownership of the Annuity by the Custodial Account. Please
consult your tax or legal adviser.

Federal law only permits a spousal continuance to defer the distribution
requirements of the Code to spouses recognized under federal law.

We allow a spouse to continue the Annuity even though he/she has reached or
surpassed the Latest Annuity Date. However, upon such a spousal continuance,
annuity payments would begin immediately.

What is the charge for the optional Death Benefit?

For elections of the Highest Anniversary Value Death Benefit we impose a charge
equal to 0.40% per year of the average daily net assets of the Sub-accounts. We
deduct the charge for the benefit to compensate Pruco Life of New Jersey for
providing increased insurance protection under the optional Death Benefits. The
additional annualized charge is deducted daily against your Account Value
allocated to the Sub-accounts.

PAYMENT OF DEATH BENEFITS

Alternative Death Benefit Payment Options - Annuities owned by Individuals (not
associated with Tax-Favored Plans) Except in the case of a spousal continuation
as described above, upon your death, certain distributions must be made under
the Annuity. The required distributions depend on whether you die before you
start taking annuity payments under the Annuity or after you start taking
annuity payments under the Annuity. If you die on or after the Annuity Date, the
remaining portion of the interest in the Annuity 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 the decedent's death before the Annuity Date, the Death Benefit
must be distributed:

. within five (5) years of 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.

If the Annuity is held as a Beneficiary Annuity, the payment of the Death
Benefit must be distributed:

. as a lump sum payment; or

. as a series of required distributions under the Beneficiary
Continuation Option as described below in the section entitled
"Beneficiary Continuation Option,", unless you have made an election
prior to Death Benefit proceeds becoming due

Alternative Death Benefit Payment Options - Annuities Held by Tax-Favored Plans

However, if your surviving spouse is the Beneficiary, the death
benefit can be paid out over the life expectancy of your spouse with
such payments beginning no later than December 31st of the year
following the year of death or December 31st of the year in which you
would have reached age 70 1/2, whichever is later. Additionally, if
the Death Benefit is payable to (or for the benefit of) your surviving
spouse, that portion of the Annuity may be continued with your spouse
as the owner. If your Beneficiary elects to receive full distribution
by December 31st of the year including the five year anniversary of
the date of death, 2009 shall not be included in the five year
requirement period. This effectively extends this period to December
31st of the year including the six year anniversary date of death.

. 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 Annuities 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 Annuity is deemed to
have no designated Beneficiary. For this distribution requirement
also, 2009 shall not be included in the five year requirement period.

. 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 Annuities 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 Annuity 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 Required Minimum Distribution rules, are
subject to tax. You may wish to consult a professional tax advisor for tax
advice as to your particular situation.

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 under the
sections entitled "Payment of Death Benefits" and "Alternative Death Benefit
Payment Options - Annuities Held by Tax-Favored Plans." This "Beneficiary
Continuation Option" is described below and is available for both qualified
Annuities (i.e. annuities sold to an IRA, Roth IRA, SEP IRA, or 403(b)),
Beneficiary Annuities and non-qualified Annuities. This option is different from
the "Beneficiary Annuity because the Beneficiary Continuation Option is a death
benefit payout option used explicitly for annuities issued by a Prudential
affiliate. Under the Beneficiary Continuation Option:

. The Beneficiary must apply at least $15,000 to the Beneficiary
Continuation Option (thus, the Death Benefit amount payable to each
beneficiary must be at least $15,000).

. The Annuity will be continued in the Owner's name, for the benefit of
the Beneficiary.

. Beginning on the date we receive an election by the Beneficiary to
take the Death Benefit in a form other than a lump sum, 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.

. Beginning on the date we receive an election by the Beneficiary to
take the Death Benefit in a form other than a lump sum, the
Beneficiary will incur an annual maintenance fee equal to the lesser
of $30 or 2% of Account Value. The fee will only apply if the Account
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 Account Value will be equal to any Death Benefit
(including any optional Death Benefit) that would have been payable to
the Beneficiary if the Beneficiary 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 Annuity.
Multiple death benefits cannot be combined in a single Beneficiary
Continuation Option.

. The basic Death Benefit and any optional benefits elected by the Owner
will no longer apply to the Beneficiary.

. Upon the death of the Beneficiary, any remaining Account Value will be
paid in a lump sum to the person(s) named by the Beneficiary
(successor), unless the successor chooses to continue receiving
payments through a Beneficiary Continuation Option established for the
successor. However, the distributions will continue to be based on the
Key Life of the Beneficiary Continuation Option the successor received
the death benefit proceeds from.

VALUING YOUR INVESTMENT

VALUING THE SUB-ACCOUNTS

When you allocate Account Value to a Sub-account, you are purchasing units of
the Sub-account. Each Sub-account invests exclusively in shares of an underlying
Portfolio. The value of the Units fluctuates with the market fluctuations of the
Portfolios. The value of the Units also reflects the daily accrual for the
Insurance Charge, and if you elected one or more optional benefits whose
annualized charge is deducted daily, the additional charge for such benefits.

Example

Assume you allocate $5,000 to a Sub-account. On the Valuation Day you make the
allocation, the Unit Price is $14.83. Your $5,000 buys 337.154 Units of the
Sub-account. Assume that later, you wish to transfer $3,000 of your Account
Value out of that Sub-account and into another Sub-account. On the Valuation Day
you request the transfer, the Unit Price of the original Sub-account has
increased to $16.79 and the Unit Price of the new Sub-account is $17.83. To
transfer $3,000, we sell 178.677 Units at the current Unit Price, leaving you
158.477 Units. We then buy $3,000 of Units of the new Sub-account at the Unit
Price of $17.83. You would then have 168.255 Units of the new Sub-account.

PROCESSING AND VALUING TRANSACTIONS

There may be circumstances where the NYSE is open, however, due to inclement
weather, natural disaster or other circumstances beyond our control, our offices
may be closed or our business processing capabilities may be restricted. Under
those circumstances, your Account Value may fluctuate based on changes in the
Unit Values, but you may not be able to transfer Account Value, or make a
purchase or redemption request. The NYSE is closed on the following nationally
recognized holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving, and
Christmas. On those dates, we will not process any financial transactions
involving purchase or redemption orders. Pruco Life of New Jersey will also not
process financial transactions involving purchase or redemption orders or
transfers on any day that:

. trading on the NYSE is restricted;

. an emergency, as determined by the SEC, exists making redemption or
valuation of securities held in the separate account impractical; or

. the SEC, by order, permits the suspension or postponement for the
protection of security holders.

We have arrangements with certain selling firms, under which receipt by the firm
in good order prior to our cut-off time on a given Valuation Day is treated as
receipt by us on that Valuation Day for pricing purposes. Currently, we have
such an arrangement with Citigroup Global Markets Inc. ("CGM"). We extend this
pricing treatment to orders that you submit directly through CGM and to certain
orders submitted through Morgan Stanley Smith Barney LLC ("MSSB") where CGM
serves as clearing firm for MSSB. Your MSSB registered representative can tell
you whether your order will be cleared through CGM. In addition, we currently
have an arrangement with Merrill, Lynch, Pierce, Fenner & Smith, Inc. ("Merrill
Lynch") under which transfer orders between Sub-accounts that are received in
good order by Merrill Lynch prior to the NYSE close on a given Valuation Day
will be priced by us as of that Valuation Day. The arrangements with CGM, MSSB,
and Merrill Lynch may be terminated or modified in certain circumstances.

Initial Purchase Payments: We are required to allocate your initial Purchase
Payment to the Sub-accounts within two (2) Valuation Days after we receive all
of our requirements at our office to issue an Annuity. If we do not have all the
required information to allow us to issue your Annuity, we may retain the
Purchase Payment while we try to reach you or your representative to obtain all
of our requirements. If we are unable to obtain all of our required information
within five (5) Valuation Days, we are required to return the Purchase Payment
to you at that time, unless you specifically consent to our retaining the
Purchase Payment while we gather the required information. Once we obtain the
required information, we will invest the Purchase Payment and issue an Annuity
within two (2) Valuation Days. 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.

Additional Purchase Payments: We will apply any additional Purchase Payments on
the Valuation Day that we receive the Purchase Payment at our Service Office in
Good Order.

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)/72(q) of the Code, and
annuity payments. Scheduled transactions are processed and valued as of the date
they are scheduled, unless the scheduled day is not a Valuation Day. In that
case, the transaction will be processed and valued on the next Valuation Day,
unless (with respect to required Minimum Distributions, substantially equal
periodic payments under Section 72(t)/72(q) of the Code, and annuity payments
only), the next Valuation Day falls in the subsequent calendar year, in which
case the transaction will be processed and valued on the prior Valuation Day.

Unscheduled Transactions: "Unscheduled" transactions include any other
non-scheduled transfers and requests for Partial Withdrawals or Free Withdrawals
or Surrenders. With respect to certain written requests to withdraw Account
Value, we may seek to verify the requesting Owner's signature. Specifically, we
reserve the right to perform a signature verification for (a) any withdrawal
exceeding a certain dollar amount and (b) a withdrawal exceeding a certain
dollar amount if the payee is someone other than the Owner. In addition, we will
not honor a withdrawal request in which the requested payee is the Financial
Professional or agent of record. We reserve the right to request a signature
guarantee with respect to a written withdrawal request. If we do perform a
signature verification, we will pay the withdrawal proceeds within 7 days after
the withdrawal request was received by us in Good Order, and will process the
transaction in accordance with the discussion in "Processing And Valuing
Transactions"

Death Benefits: Death Benefit claims require our review and evaluation before
processing. We price such transactions as of the date we receive at our Service
Office in Good Order all supporting documentation we require for such
transactions.

We are generally required by law to pay any death benefit claims from the
Separate Account within 7 days of our receipt of your request in Good Order.

Transactions in Profund VP Sub-accounts: Generally, purchase or redemption
orders or transfer requests must be received by us by no later than the close of
the NYSE to be processed on the current Valuation Day. However, any transfer
request involving the ProFund VP Sub-accounts must be received by us no later
than one hour prior to any announced closing of the applicable securities
exchange (generally, 3:00 p.m. Eastern time) to be processed on the current
Valuation Day. The "cut-off" time for such financial transactions involving a
ProFund VP Sub-account will be extended to 1/2 hour prior to any announced
closing (generally, 3:30 p.m. Eastern time) for transactions submitted
electronically through Prudential Annuities' Internet website
(www.prudentialannuities.com). You cannot request a transaction involving the
transfer of units in one of the ProFund VP Sub-accounts between the applicable
"cut-off" time and 4:00 p.m. Transactions received after 4:00 p.m. will be
treated as received by us on the next Valuation Day.

Termination of Optional Benefits: If any optional benefit terminates, we will no
longer deduct the charge we apply to purchase the optional benefit. Certain
optional benefits may be added after you have purchased your Annuity. On the
date a charge no longer applies or a charge for an optional benefit begins to be
deducted, your Annuity will become subject to a different charge.

TAX CONSIDERATIONS

The tax considerations associated with an Annuity vary depending on whether the
contract is (i) owned by an individual or non-natural person, and not associated
with a tax-favored retirement plan, 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 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. Cost basis for a tax-favored retirement plan is
provided only in limited circumstances, such as for contributions to a Roth IRA
or nondeductible IRA contributions. The discussion includes a description of
certain spousal rights under the contract, and 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). Depending on
the state in which your annuity is issued, we may offer certain spousal benefits
to civil union couples or same-sex marriages. You should be aware, however, that
federal tax law does not recognize civil unions or same-sex marriages.
Therefore, we cannot permit a civil union partner or same-sex spouse to continue
the annuity upon the death of the first partner within the meaning of the
federal tax law. This limits the benefits afforded a civil union partner or
same-sex spouse under the annuity's "spousal continuance" provision. Civil union
couples and same-sex marriage spouses should consider that limitation before
selecting a spousal benefit under the annuity.

The discussion below generally assumes that the Annuity Contract is issued to
the Contract Owner. For Annuity Contracts issued under the Beneficiary
Continuation Option or as a Beneficiary Annuity, refer to the Taxes Payable by
Beneficiaries for Nonqualified Annuity Contracts and Required Distributions Upon
Your Death for Qualified Annuity Contracts in this Tax Considerations section.

NONQUALIFIED ANNUITY CONTRACTS

In general, as used in this prospectus, a Nonqualified Annuity is owned by an
individual or non-natural person and is not associated with a tax-favored
retirement plan.

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 should be
treated for federal income tax purposes as a partial withdrawal from the
contract. If this were the case, the charge for this benefit 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.

You must commence annuity payments no later than the first day of the calendar
month next following the maximum Annuity date for your Contract. For some of our
contracts, you are able to choose to defer the Annuity Date beyond the default
Annuity date described in your Contract. However, the IRS may not then consider
your contract to be an annuity under the tax law.

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 optional living benefits 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. If you transfer your contract for less than full
consideration, such as by gift, you will also 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.

If you choose to receive payments under an interest payment option, or a
beneficiary chooses to receive a death benefit under an interest payment option,
that election will be treated, for tax purposes, as surrendering your Annuity
and will immediately subject any gain in the contract to income tax.

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

Please refer to your Annuity contract for the maximum Annuity Date.

. 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 received is paid under an immediate annuity contract (in
which annuity payments begin within one year of purchase).

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

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, including tax-free exchanges of annuity death benefits for a
Beneficiary Annuity. 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. In Revenue Procedure 2008-24, the IRS has indicated that where
there is a surrender or distribution from either the initial annuity contract or
receiving annuity contract within 12 months of the date on which the partial
exchange was completed, the transfer will retroactively be treated as a taxable
distribution from the initial annuity contract and a contribution to the
receiving annuity contract. Tax free exchange treatment will be retained if the
subsequent surrender or distribution would be eligible for an exception to the
10% federal income tax penalty, other than the exceptions for substantially
equal periodic payments or distributions under an immediate annuity. 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

. As a lump sum payment: the beneficiary is taxed on gain in the
contract.

. Within 5 years of death of owner: the beneficiary is taxed as amounts
are withdrawn (in this case gain is treated as being distributed
first).

Reporting and Withholding on Distributions Taxable amounts distributed from an
Annuity 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 (3) exemptions unless you designate a different withholding status.
If no U.S. taxpayer identification number is provided, we will automatically
withhold using single with zero exemptions as the default. 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 discussion below
regarding withholding rules for a Qualified Annuity.

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

Nonqualified Annuity.

Where a contract is structured so that it is owned by a grantor trust but the
annuitant is not the grantor, then the contract is required to terminate upon
the death of the grantor if the grantor pre-deceases the annuitant under Section
72(s) of the Code. Under this circumstance, the contract value will be paid out
to the beneficiary and it is not eligible for the death benefit provided under
the contract.

Annuity Qualification

Diversification And Investor Control. In order to qualify for the tax rules
applicable to annuity contracts described above, the assets underlying the
Sub-accounts of an Annuity 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
Annuity 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 might have on transfers between the investment options offered
pursuant to this prospectus. We reserve the right to take any action, including
modifications to your Annuity 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 Nonqualified Annuity Contracts. 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. 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 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 Annuity 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. For Nonqualified annuity contracts owned by a non-natural person,
the required distribution rules apply upon the death of the annuitant. This
means that for a contract held by a non-natural person (such as a trust) for
which there is named a co-annuitant, then such required distributions will be
triggered by the death of the first co-annuitants to die.

Qualified Annuity Contracts

The following is a general discussion of the tax considerations for Qualified
Annuity contracts. This Annuity may or may not be available for all types of the
tax-favored retirement plans discussed below. This discussion assumes that you
have satisfied the eligibility requirements for any tax-favored retirement plan.
Please consult your Financial Professional prior to purchase to confirm if this
contract is available for a particular type of tax-favored retirement plan or
whether we will accept the type of contribution you intend for this contract.

A Qualified annuity may typically be purchased for use in connection with:

.. Individual retirement accounts and annuities (IRAs), including inherited
IRAs (which we refer to as a Beneficiary IRA), which are subject to
Sections 408(a) and 408(b) of the Code;

.. Roth IRAs, including inherited Roth IRAs (which we refer to as a
Beneficiary Roth IRA) under Section 408A of the Code;

.. A corporate Pension or Profit-sharing plan (subject to 401(a) of the Code);

.. H.R. 10 plans (also known as Keogh Plans, subject to 401(a) of the Code)

.. Tax Sheltered Annuities (subject to 403(b) of the Code, also known as Tax
Deferred Annuities or TDAs);

.. Section 457 plans (subject to 457 of the Code).

A Nonqualified annuity may also be purchased by a 401(a) trust or custodial IRA
or Roth IRA account, or a Section 457 plan, which can hold other permissible
assets. The terms and administration of the trust or custodial account or plan
in accordance with the laws and regulations for 401(a) plans, IRAs or Roth IRAs,
or a Section 457 plan, as applicable, are the responsibility of the applicable
trustee or custodian.

You should be aware that tax favored plans such as IRAs generally provide income
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 benefits (such as income tax deferral and
income tax free transfers).

Types of Tax-favored Plans

IRAs. If you buy an Annuity for use as an IRA, we will provide you a copy of the
prospectus and contract. The "IRA Disclosure Statement" and "Roth IRA Disclosure
Statement" which accompany the prospectus contain 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 Annuity by notifying us in writing, and we will
refund all of the Purchase Payments under the Annuity (or, if provided by
applicable state law, the amount credited under the Annuity, if greater), less
any applicable federal and state income tax withholding.

Contributions Limits/Rollovers. Subject to the minimum Purchase Payment
requirements of an Annuity, you may purchase an Annuity for an IRA in connection
with a "rollover" of amounts from a qualified retirement plan, as a transfer
from another IRA, by making a single contribution consisting of your IRA
contributions and catch-up contributions, if applicable, attributable to the
prior year and the current year during the period from January 1 to April 15, or
as a current year contribution. In 2009 the contribution limit is $5,000. The
contribution amount is 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 catch-up amount is
not indexed for inflation.

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 an Annuity, you can make regular IRA contributions
under the Annuity (to the

The rollover rules applicable to non-spouse beneficiaries under the Code are
more restrictive than the rollover rules applicable to owner/participants and
spouse beneficiaries. Generally, non-spouse beneficiaries may roll over
distributions from tax favored retirement plans only as a direct rollover, and
if permitted by the plan. Under the Worker, Retiree and Employer Recovery Act of
2008, employer retirement plans are required to permit non-spouse beneficiaries
to roll over funds to an inherited IRA for plan years beginning after December
31, 2009. An inherited IRA must be directly rolled over from the employer plan
or IRA and must be titled in the name of the deceased (i.e., John Doe deceased
for the benefit of Jane Doe). No additional contributions can be made to an
inherited IRA. In this prospectus, an inherited IRA is also referred to as a
Beneficiary Annuity.

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;

.. 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" rules
described below.

.. A 10% early withdrawal penalty described below;

.. Liability for "prohibited transactions" if you, for example, borrow against
the value of an IRA; or

.. Failure to take a required minimum distribution, also described below.

SEPs. SEPs are a variation on a standard IRA, and contracts issued to a SEP must
satisfy the same general requirements described under IRAs (above). There are,
however, some differences:

.. SEPs must satisfy certain participation and nondiscrimination requirements
not generally applicable to IRAs; and

.. Contributions to a Roth IRA cannot be deducted from your gross income;

Subject to the minimum Purchase Payment requirements of an Annuity, if you meet
certain income limitations you may purchase an Annuity for a Roth IRA in
connection with a "rollover" of amounts of another traditional IRA, conduit IRA,
SEP, SIMPLE-IRA or Roth IRA by making a single contribution consisting of your
Roth IRA contributions and catch-up contributions, if applicable, attributable
to the prior year and the current year during the period from January 1 to April
15 of the current year, or with a current contribution. 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 an employer
sponsored retirement plan under sections 401(a) or 403(b) of the Code 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 an Annuity has been purchased, regular Roth
IRA contributions will be accepted to the extent permitted by law. In addition,
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 contributions to a Roth IRA.
Until 2010, participants with an adjusted gross income greater than $100,000 are
not permitted to roll over funds from an employer plan , other than a Roth
401(k) or Roth 403(b) distribution, to a Roth IRA.

TDAs. You may own a Tax Deferred Annuity (also known as a TDA, Tax Sheltered
Annuity (TSA), 403(b) plan or 403(b) annuity) generally if you are an employee
of a tax-exempt organization (as defined under Code Section 501(c)(3)) or a
public educational organization, and you may make contributions to a TDA so long
as your employer maintains such a plan and your rights to the annuity are
nonforfeitable. Contributions to a TDA, and any earnings, are not taxable until
distribution. You may also make contributions to a TDA under a salary reduction
agreement, generally up to a maximum of $16,500 in 2009. Individuals
participating in a TDA who are age 50 or above by the end of the year will be
permitted to contribute an additional $5,500 in 2009. This amount is indexed for
inflation. Further, you may roll over TDA amounts to another TDA or an IRA. You
may also roll over TDA amounts to a qualified retirement plan, a SEP and a 457
government plan. A contract may generally only qualify as a TDA if distributions
of salary deferrals (other than "grandfathered" amounts held as of December 31,
1988) may be made only on account of:

.. Your attainment of age 59 1/2;

.. Your severance of employment;

.. Your death;

.. Your total and permanent disability; or

.. Hardship (under limited circumstances, and only related to salary
deferrals, not including earnings attributable to these amounts).

Caution: Under recent IRS regulations we can accept contributions, transfers and
rollovers only if we have entered into an information-sharing agreement, or its
functional equivalent, with the applicable employer or its agent. In addition,
in order to comply with the regulations, we will only process certain
transactions (e.g, transfers, withdrawals, hardship distributions and, if
applicable, loans) with employer approval. This means that if you request one of
these transactions we will not consider your request to be in good order, and
will not therefore process the transaction, until we receive the employer's
approval in written or electronic form.

Required Minimum Distributions and Payment Options If you hold the contract
under an IRA (or other tax-favored plan), required minimum distribution rules
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. For a TDA or a 401(a) plan for which the participant is not a
greater than 5% 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 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.

You can use the Minimum Distribution option to satisfy the required minimum
distribution rules for an Annuity without either beginning annuity payments or
surrendering the Annuity. We will distribute to you the required minimum
distribution amount, less any other partial withdrawals that you made during the
year. Such amount will be based on the value of the contract as of December 31
of the prior year, but is determined without regard to other contracts you may
own. If you have previously elected the Minimum Distribution Option to satisfy
your required minimum distributions, we will continue to make such distributions
to you in 2009 based on this methodology, unless you tell us not to make a 2009
distribution.

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. If you inherit more than one IRA or more than one Roth IRA from the same
owner, similar rules apply.

Required Distributions Upon Your Death for Qualified Annuity Contracts

Upon your death under an IRA, Roth IRA, 403(b) or other employer sponsored plan,
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 that
beneficiary is your surviving spouse.

.. If you die after a designated beneficiary has been named, the death benefit
must be distributed by December 31st 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 31st 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 31st of the year
following the year of death or December 31st of the year in which you would
have reached age 70 1/2, whichever 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. A designated
beneficiary may elect to apply the rules for no designated beneficiary if
those would provide a smaller payment requirement. For this distribution
requirement also, 2009 shall not be included in the five year requirement
period.

Until withdrawn, amounts in a Qualified Annuity contract continue to be tax
deferred. Amounts withdrawn each year, including amounts that are required to be
withdrawn under the required minimum distribution rules, are subject to tax. You
may wish to consult a professional tax advisor for tax advice as to your
particular situation.

Tax Penalty for Early Withdrawals from Qualified Annuity Contracts

You may owe a 10% tax penalty on the taxable part of distributions
received from an IRA, SEP, Roth IRA, TDA or qualified retirement plan
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

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

Withholding

We will withhold federal income tax at the rate of 20% for any eligible rollover
distribution paid by us to or for a plan participant, unless such distribution
is "directly" rolled over into another qualified plan, IRA (including the IRA
variations described above), SEP, 457 government plan or TDA. An eligible
rollover distribution is defined under the tax law as a distribution from an
employer plan under 401(a), a TDA or a 457 governmental plan, excluding any
distribution that is part of a series of substantially equal payments (at least
annually) made over the life expectancy of the employee or the joint life
expectancies of the employee and his designated beneficiary, any distribution
made for a specified period of 10 years or more, any distribution that is a
required minimum distribution and any hardship distribution. Regulations also
specify certain other items which are not considered eligible rollover
distributions. For all other distributions, 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 3
exemptions

.. If no U.S. taxpayer identification number is provided, we will
automatically withhold using single with zero exemptions as the default;
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. There may be additional state income tax withholding
requirements.

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 in the applicable sections of this prospectus.
Information about sales representatives and commissions may be found in the
sections of this prospectus addressing distribution of the Annuity.

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.

Spousal Consent Rules for Retirement Plans - Qualified Contracts If you are
married at the time your payments commence, you may be required by federal law
to choose an income option that provides survivor annuity income to your spouse,
unless your spouse waives that right. Similarly, if you are married at the time
of your death, federal law may require all or a portion of the Death Benefit to
be paid to your spouse, even if you designated someone else as your beneficiary.
A brief explanation of the applicable rules follows. For more information,
consult the terms of your retirement arrangement.

Defined Benefit Plans and Money Purchase Pension Plans.

If you are married at the time your payments commence, federal law requires that
benefits be paid to you in the form of a "qualified joint and survivor annuity"
(QJSA), unless you and your spouse waive that right, in writing. Generally, this
means that you will receive a reduced payment during your life and, upon your
death, your spouse will receive at least one-half of what you were receiving for
life. You may elect to receive another income option if your spouse consents to
the election and waives his or her right to receive the QJSA. If your spouse
consents to the alternative form of payment, your spouse may not receive any
benefits from the plan upon your death. Federal law also requires that the plan
pay a Death Benefit to your spouse if you are married and die before you begin
receiving your

benefit. This benefit must be available in the form of an annuity for your
spouse's lifetime and is called a "qualified pre-retirement survivor annuity"
(QPSA). If the plan pays Death Benefits to other beneficiaries, you may elect to
have a beneficiary other than your spouse receive the Death Benefit, but only if
your spouse consents to the election and waives his or her right to receive the
QPSA. If your spouse consents to the alternate beneficiary, your spouse will
receive no benefits from the plan upon your death. Any QPSA waiver prior to your
attaining age 35 will become null and void on the first day of the calendar year
in which you attain age 35, if still employed.

IRAs, non-ERISA 403(b) Annuities, and 457 Plans.

Spousal consent to a distribution usually is not required. Upon your death, any
Death Benefit will be paid to your designated beneficiary.

Additional Information

For additional information about federal tax law requirements applicable to IRAs
and Roth IRAs, see the IRA Disclosure Statement or Roth IRA Disclosure
Statement, as applicable.

Gifts And Generation-skipping Transfers

If you transfer your contract to another person for less than adequate
consideration, there may be gift tax consequences in addition to income tax
consequences. Also, if you transfer your contract to a person two or more
generations younger than you (such as a grandchild or grandniece) or to a person
that is more than 37 1/2 years younger than you, there may be
generation-skipping transfer tax consequences.

Company Income Taxes

OTHER INFORMATION

PRUCO LIFE OF NEW JERSEY AND THE SEPARATE ACCOUNT

Pruco Life of New Jersey. Pruco Life Insurance Company of New Jersey (Pruco Life
of New Jersey) is a stock life insurance company organized in 1982 under the
laws of the State of New Jersey. It is licensed to sell life insurance and
annuities in New Jersey and New York, and accordingly is subject to the laws of
each of those states. Pruco Life of New Jersey is an indirect wholly-owned
subsidiary of The Prudential Insurance Company of America (Prudential), a New
Jersey stock life insurance company that has been doing business since 1875.
Prudential is an indirect wholly-owned subsidiary of Prudential Financial, Inc.
(Prudential Financial), a New Jersey insurance holding company. As Pruco Life of
New Jersey's ultimate parent, Prudential Financial exercises significant
influence over the operations and capital structure of Pruco Life of New Jersey
and Prudential. However, neither Prudential Financial, Prudential, nor any other
related company has any legal responsibility to pay amounts that Pruco Life of
New Jersey may owe under the Annuity.

Pruco Life of New Jersey incorporates by reference into the prospectus its
latest annual report on Form 10-K filed pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (Exchange Act) since the end of the
fiscal year covered by its latest annual report. In addition, all documents
subsequently filed by Pruco Life of New Jersey pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act also are incorporated into the prospectus
by reference. Pruco Life of New Jersey will provide to each person, including
any beneficial owner, to whom a prospectus is delivered, a copy of any or all of
the information that has been incorporated by reference into the prospectus but
not delivered with the prospectus. Such information will be provided upon
written or oral request at no cost to the requester by writing to Pruco Life of
New Jersey Insurance Company, One Corporate Drive, Shelton, CT 06484 or by
calling 800-752-6342. Pruco Life of New Jersey files periodic reports as
required under the Exchange Act. The public may read and copy any materials that
Pruco Life of New Jersey files with the SEC at the SEC's Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC

Pruco Life of New Jersey conducts the bulk of its operations through staff
employed by it or by affiliated companies within the Prudential Financial
family. Certain discrete functions have been delegated to non-affiliates that
could be deemed "service providers" under the Investment Company Act of 1940.
The entities engaged by Pruco Life of New Jersey may change over time. As of
December 31, 2008, non-affiliated entities that could be deemed service
providers to Pruco Life of New Jersey and/or another insurer within the
Prudential Annuities business unit consisted of the following: Alliance-One
Services Inc. (administration of variable life policies) located at 55 Hartland
Street East Hartford CT 06108, Ascensus (qualified plan administrator) located
at 200 Dryden Road, Dresher, PA 19025, Blue Frog Solutions, Inc. (order entry
systems provider) located at 555 SW 12th Ave, Suite 202 Pompano Beach, FL 33069,
Broadridge Investor Communication Solutions, Inc. (proxy tabulation services),
51 Mercedes Way, Edgewood, NY 11717, EBIX Inc. (order-entry system) located at 5
Concourse Parkway Suite 3200 Atlanta, GA 30328, Diversified Information
Technologies Inc. (records management) located at 123 Wyoming Avenue Scranton,
PA 18503, Fosdick Fulfillment Corp. (fulfillment of prospectuses and marketing
materials) located at 26 Barnes Industrial Park Road North Wallingford, CT
06492, Insurance Technologies (annuity illustrations) located at 38120 Amrhein
Ave., Livonia, MI 48150, Lason Systems Inc. (contract printing and mailing)
located at 1305 Stephenson Highway Troy, MI 48083, Morningstar Associates LLC
(asset allocation recommendations) located at 225 West Wacker Drive Chicago, IL
60606, Pershing LLC (order-entry systems provider) located at One Pershing Plaza
Jersey City, NJ 07399, Personix (printing and fulfillment of confirmations and
client statements) located at 13100 North Promenade Boulevard Stafford, TX
77477, RR Donnelley Receivables Inc. (printing annual reports and prospectuses)
located at 111 South Wacker Drive Chicago, IL 60606-4301, Stanton Group
(qualified plan administrator) located at Two Pine Tree Drive Suite 400 Arden
Hills, MN 55112 Attention: Alerus Retirement Solutions, State Street
(accumulation unit value calculations) located at State Street Financial Center
One Lincoln Street Boston, Massachusetts 02111, The Harty Press, Inc. (printing
and fulfillment of marketing materials) located at 25 James Street New Haven, CT
06513, VG Reed & Sons Inc. (printing and fulfillment of annual reports) located
at 1002 South 12th Street Louisville, KY 40210, William B. Meyer (printing and
fulfillment of prospectuses and marketing materials) located at 255 Long Beach
Boulevard Stratford, CT 06615.

The Separate Account. We have established a separate account, the Pruco Life of
New Jersey 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 New Jersey law on May 20, 1996, 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 of New Jersey 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. Income,
gains, and losses, whether or not realized, for assets allocated to the Separate
Account are, in accordance with the Annuity, credited to or charged against the
Separate Account without regard to other income, gains, or losses of Pruco Life
of New Jersey. More detailed information about Pruco Life of New Jersey,
including its audited consolidated financial statements, is provided in the
Statement of Additional Information.

We may offer new Sub-accounts, eliminate Sub-accounts, or combine Sub-accounts
at our sole discretion. We may also close Sub-accounts to additional Purchase
Payments on existing Annuities or close Sub-accounts for Annuities purchased on
or after specified dates. We will first notify you and receive any necessary SEC
and/or state approval before making such a change. If an underlying mutual fund
is liquidated, we will ask you to reallocate any amount in the liquidated fund.
If you do not reallocate these amounts, we will reallocate such amounts only in
accordance with SEC pronouncements and only after obtaining an order from the
SEC, if required. We reserve the right to substitute underlying portfolios, as
allowed by applicable law. If we make a fund substitution or change, we may
change the Annuity contract to reflect the substitution or change. We do not
control the underlying mutual funds, so we cannot guarantee that any of those
funds will always be available.

If you are enrolled in a Dollar Cost Averaging, Asset Rebalancing, or comparable
programs while an underlying fund merger, substitution or liquidation takes
place, unless otherwise noted in any communication from us, your Account Value
invested in such underlying fund will be transferred automatically to the
designated surviving fund in the case of mergers, the replacement fund in the
case of substitutions, and an available Money Market Fund in the case of fund
liquidations. Your enrollment instructions will be automatically updated to
reflect the surviving fund, the replacement fund or a Money Market Fund for any
continued and future investments.

Service Fees Payable to Pruco Life of New Jersey

underlying Portfolios and unaffiliated underlying Portfolios. The administrative
services fees we receive from affiliates originate from the assets of the
affiliated Portfolio itself and/or the assets of the Portfolio's investment
advisor. In recognition of the administrative services provided by the relevant
affiliated insurance companies, the investment advisors to certain affiliated
Portfolios also make "revenue sharing" payments to such affiliated insurance
companies. In any case, the existence of these fees tends to increase the
overall cost of investing in the Portfolio. In addition, because these fees are
paid to us, allocations you make to these affiliated underlying Portfolios
benefit us financially.

We collect these payments and fees under agreements between us and a Portfolio's
principal underwriter, transfer agent, investment advisor and/or other entities
related to the Portfolio.

The 12b-1 fees and administrative services fees that we receive may vary among
the different fund complexes that are part of our investment platform. Thus, the
fees we collect may be greater or smaller, based on the Portfolios that you
select. In addition, we may consider these payments and fees, among a number of
factors, when deciding to add or keep a Portfolio on the "menu" of Portfolios
that we offer through the Annuity.

Please see the table entitled "Underlying Mutual Fund Portfolio Annual Expenses"
for a listing of the Portfolios that pay a 12b-1 fee. With respect to
administrative services fees, the maximum fee that we receive is equal to 0.75%
of the average assets allocated to the Portfolio(s) under the Annuity. We expect
to make a profit on these fees.

In addition, an investment advisor, sub-advisor 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 Annuity. 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 advisor,
sub-advisor, or distributor, the number of participants and attendees at the
meetings, the costs expected to be incurred, and the level of the advisor's,
sub-advisor's or distributor's participation. These payments or reimbursements
may not be offered by all advisors, sub-advisors, or distributors, and the
amounts of such payments may vary between and among each advisor, sub-advisor,
and distributor depending on their respective participation.

LEGAL STRUCTURE OF THE UNDERLYING FUNDS

Voting Rights

We are the legal owner of the shares of the underlying mutual funds in which the
Sub-accounts invest. However, under SEC rules, you have voting rights in
relation to Account Value maintained in the Sub-accounts. If an underlying
mutual fund portfolio requests a vote of shareholders, we will vote our shares
based on instructions received from Owners with Account Value allocated to that
Sub-account. Owners have the right to vote an amount equal to the number of
shares attributable to their contracts. If we do not receive voting instructions
in relation to certain shares, we will vote those shares in the same manner and
proportion as the shares for which we have received instructions. 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 holders who actually vote will
determine the ultimate outcome. We will furnish those Owners who have Account
Value allocated to a Sub-account whose underlying mutual fund portfolio has
requested a "proxy" vote with proxy materials and the necessary forms to provide
us with their voting instructions. Generally, you will be asked to provide
instructions for us to vote on matters such as changes in a fundamental
investment strategy, adoption of a new investment advisory agreement, or matters
relating to the structure of the underlying mutual fund that require a vote of
shareholders.

Trust, to change sub-advisors for a Portfolio and to enter into new sub-advisory
agreements, without obtaining shareholder approval of the changes. This
exemption (which is similar to exemptions granted to other investment companies
that are organized in a similar manner as the Trust) is intended to facilitate
the efficient supervision and management of the sub-advisors by AST Investment
Services, Inc., Prudential Investments LLC and the Trustees. The Trust is
required, under the terms of the exemption, to provide certain information to
shareholders following these types of changes. We may add new Sub-accounts that
invest in a series of underlying funds other than the Trust. Such series of
funds may have a similar order from the SEC. You also should review the
prospectuses for the other underlying funds in which various Sub-accounts invest
as to whether they have obtained similar orders from the SEC.

Material Conflicts

It is possible that differences may occur between companies that offer shares of
an underlying mutual fund portfolio to their respective separate accounts
issuing variable annuities and/or variable life insurance products. Differences
may also occur surrounding the offering of an underlying mutual fund portfolio
to variable life insurance policies and variable annuity contracts that we
offer. Under certain circumstances, these differences could be considered
"material conflicts," in which case we would take necessary action to protect
persons with voting rights under our variable annuity contracts and variable
life insurance policies against persons with voting rights under other insurance
companies' variable insurance products. If a "material conflict" were to arise
between owners of variable annuity contracts and variable life insurance
policies issued by us we would take necessary action to treat such persons
equitably in resolving the conflict. "Material conflicts" could arise due to
differences in voting instructions between owners of variable life insurance and
variable annuity contracts of the same or different companies. We monitor any
potential conflicts that may exist.

Confirmations, Statements, and Reports

We send any statements and reports required by applicable law or regulation to
you at your last known address of record. You should therefore give us prompt
notice of any address change. We reserve the right, to the extent permitted by
law and subject to your prior consent, to provide any prospectus, prospectus
supplements, confirmations, statements and reports required by applicable law or
regulation to you through our Internet Website at www.prudential.com or any
other electronic means, including diskettes or CD ROMs. We send a confirmation
statement to you each time a transaction is made affecting Account Value, such
as making additional Purchase Payments, transfers, exchanges or withdrawals. We
also send quarterly statements detailing the activity affecting your Annuity
during the calendar quarter, if there have been transactions during the quarter.
We may confirm regularly scheduled transactions, including, but not limited to
the Annual Maintenance Fee, Systematic Withdrawals (including 72(t)/72(q)
payments and Required Minimum Distributions), electronic funds transfer, Dollar
Cost Averaging, auto rebalancing, and the Custom Portfolios Program in quarterly
statements instead of confirming them immediately. You should review the
information in these statements carefully. You may request additional reports.
We reserve the right to charge $50 for each such additional report, but may
waive that charge in the future. We will also send an annual report and a
semi-annual report containing applicable financial statements for the portfolios
to Owners or, with your prior consent, make such documents available
electronically through our Internet Website or other electronic means.

DISTRIBUTION OF ANNUITIES OFFERED BY PRUCO LIFE OF NEW JERSEY

Prudential Annuities Distributors, Inc. (PAD), a wholly-owned subsidiary of
Prudential Annuities, Inc., is the distributor and principal underwriter of the
Annuity offered through this prospectus. PAD acts as the distributor of a number
of annuity and life insurance products. PAD's principal business address is One
Corporate Drive, Shelton, Connecticut 06484. PAD is registered as a
broker-dealer under the Securities Exchange Act of 1934 (Exchange Act), and is a
member of the Financial Industry Regulatory Authority (FINRA). Each Annuity is
offered on a continuous basis. PAD enters into distribution agreements with
broker/dealers who are registered under the Exchange Act and with entities that
may offer the Annuity but are exempt from registration (firms). Applications for
the Annuity are solicited by registered representatives of those firms. Such
representatives will also be our appointed insurance agents under state
insurance law. In addition, PAD may offer the Annuity directly to potential
purchasers.

Commissions are paid to firms on sales of the Annuity according to one or more
schedules. The registered 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
___% for the Choice Series. Alternative compensation schedules are available
that provide a lower initial commission plus ongoing annual compensation based
on all or a portion of Account Value. We may also provide compensation to the
distributing firm for providing ongoing service to you in relation to the
Annuity. Commissions and other compensation paid in relation to the Annuity do
not result in any additional charge to you or to the separate account.
Compensation varies by Annuity product, and such differing compensation could be
a factor in which Annuity a Financial Professional recommends to you.

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 Annuity'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 Annuity; providing a dedicated marketing coordinator;
providing priority sales desk support; and providing expedited marketing
compliance approval and preferred programs to PAD. We or PAD also may compensate
third-party vendors, for services that such vendors render to broker-dealer
firms. To the extent permitted by the FINRA rules and other applicable laws and
regulations, PAD may pay or allow other promotional incentives or payments in
the forms 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. In addition, we or our affiliates may provide such compensation, payments
and/or incentives to firms arising out of the marketing, sale and/or servicing
of variable annuities or life insurance offered by different Prudential business
units.

The list below identifies three general types of payments that PAD pays which
are broadly defined as follows:

The list below includes the names of the firms (or their affiliated
broker/dealers) that we are aware (as of December 31, 2008) received payment
with respect to Prudential Annuities' annuity business generally during 2008 (or
as to which a payment amount was accrued during 2008). The firms listed below
include those receiving payments in connection with marketing of products issued
by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey.
Your registered representative can provide you with more information about the
compensation arrangements that apply upon the sale of the contract. During 2008,
the least amount paid, and greatest amount paid, were $1,578 and $1,376,472,
respectively. The firms listed below are those that received payments during
2008 with respect to Pruco Life and Pruco Life Insurance Company of New Jersey
annuities. This Annuity also is distributed by other selling firms that
previously were appointed only with our affiliate Prudential Annuities Life
Assurance Corporation ("PALAC"). Such other selling firms may have received
compensation similar to the types discussed above with respect to their sale of
PALAC annuities.

Name of Firm:

You should note that firms and individual registered representatives and branch
managers with some firms participating in one of these compensation arrangements
might receive greater compensation for selling the Annuity than for selling a
different annuity 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 PAD 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 Annuity.

On July 1, 2003, Prudential Financial combined its retail securities brokerage
and clearing operations with those of Wachovia Corporation ("Wachovia") and
formed Wachovia Securities, a joint venture currently headquartered in St.
Louis, Missouri. On October 1, 2007, Wachovia completed the acquisition of A.G.
Edwards, Inc. ("A.G. Edwards") and on January 1, 2008 contributed the retail
securities brokerage business of A.G. Edwards to the joint venture. Wachovia's
contribution of this business entitled Prudential Financial to elect a
"lookback" option (which Prudential Financial elected) permitting Prudential
Financial to delay for a period of two years ending on January 1, 2010, the
decision on whether or not to make payments to avoid or limit dilution of its
38% ownership interest in the joint venture or, alternatively, to "put" its
joint venture interests to Wachovia based on the appraised value of the joint
venture, excluding the A.G. Edwards business, as of January 1, 2008, the date of
the combination of the A.G. Edwards business with Wachovia Securities. On
October 3, 2008, Wachovia and Wells Fargo & Company ("Wells Fargo") announced
that they had entered into an Agreement and Plan of Merger, pursuant to which
Wachovia would be merged into Wells Fargo, which would succeed to Wachovia's
rights and obligations under the joint venture arrangements. As reported by
Wells Fargo, this merger was completed on December 31, 2008. Wachovia Securities
is now using the Wells Fargo Advisors name. On June 17, 2009, Prudential
Financial provided notice to Wells Fargo of its exercise of its "lookback"
option put rights. Under the terms of the joint venture agreements, the Company
expects that the closing of the put transaction will occur on or about January
1, 2010.

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 benefits offered
by Wachovia Securities.

FINANCIAL STATEMENTS

The financial statements of the Separate Account and Pruco Life of New Jersey
are included in the Statement of Additional Information.

INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

LEGAL PROCEEDINGS

Pruco Life of New Jersey is subject to legal and regulatory actions in the
ordinary course of its businesses, including class action lawsuits. Legal and
regulatory actions may include proceedings relating to aspects of the businesses
and operations that are specific to Pruco Life of New Jersey and that are
typical of the businesses in which Pruco Life of New Jersey 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 and policy servicing. Pruco Life of New
Jersey may also be subject to litigation arising out of its general business
activities, such as investments and third party contracts. In certain of these
matters, plaintiffs may seek large and/or indeterminate amounts, including
punitive or exemplary damages.

Commencing in 2003, Prudential Financial received formal requests for
information from the SEC and the New York Attorney General's Office ("NYAG")
relating to market timing in variable annuities by certain American Skandia
entities. In connection with these investigations, with the approval of Skandia,
an offer was made by American Skandia to the SEC and NYAG, to settle these
matters by paying restitution and a civil penalty of $95 million in the
aggregate. In April 2009, AST Investment Services, Inc., formerly named American
Skandia Investment Services, Inc. ("ASISI"), reached a resolution of the
previously disclosed investigations by the SEC and the NYAG into market timing
related misconduct involving certain variable annuities. The settlements relate
to conduct that generally occurred between January 1998 and September 2003.
ASISI is an affiliate of Pruco Life of New Jersey and serves as investment
manager for certain investment options under Pruco Life of New Jersey's variable
life insurance and annuity products. Prudential Financial acquired ASISI from
Skandia Insurance Company Ltd. (publ) ("Skandia") in May 2003. Subsequent to the
acquisition, Prudential Financial implemented controls, procedures and measures
designed to protect customers from the types of activities involved in these

investigations. These settlements resolve the investigations by the above named
authorities into these matters, subject to the settlement terms. Under the terms
of the settlements, ASISI has paid a total of $34 million in disgorgement and an
additional $34 million as a civil money penalty. These amounts will be paid into
a Fair Fund administered by the SEC to compensate those harmed by the market
timing related activities. In the settlements, ASISI has agreed to retain, at
its ongoing cost and expense, the services of an Independent Distribution
consultant acceptable to the Staff of the SEC to develop a proposed plan for the
distribution of Fair Fund amounts according to a methodology developed in
consultation with and acceptable to the Staff. As part of these settlements,
ASISI has undertaken that by the end of 2009 it will undergo a compliance review
by an independent third party, who shall issue a report of its findings and
recommendations to ASISI's Board of Directors, the Audit Committee of the
Advanced Series Trust Board of Trustees and the Staff of the SEC. In addition,
ASISI has agreed, among other things, to continue to cooperate with the SEC and
NYAG in any litigation, ongoing investigations or other proceedings relating to
or arising from their investigations into these matters. Under the terms of the
purchase agreement pursuant to which Prudential Financial acquired ASISI from
Skandia, Prudential Financial was indemnified for the costs of the settlements.

Pruco Life of New Jersey's litigation and regulatory matters are subject to many
uncertainties, and given their complexity and scope, their outcomes cannot be
predicted. It is possible that results of operations or cash flow of Pruco Life
of New Jersey in a particular quarterly or annual period could be materially
affected by an ultimate unfavorable resolution of pending litigation and
regulatory matters depending, in part, upon the results of operations or cash
flow for such period. In light of the unpredictability of Pruco Life of New
Jersey's litigation and regulatory matters, it is also possible that in certain
cases an ultimate unfavorable resolution of one or more pending litigation or
regulatory matters could have a material adverse effect on Pruco Life of New
Jersey's financial position. Management believes, however, that, based on
information currently known to it, the ultimate outcome of all pending
litigation and regulatory matters, after consideration of applicable reserves
and rights to indemnification, is not likely to have a material adverse effect
on Pruco Life of New Jersey's financial position.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The following are the contents of the Statement of Additional Information:

.. Company

.. Experts

.. Principal Underwriter

.. Allocation of Initial Purchase Payment

.. Determination of Accumulation Unit Values

Financial Statements

HOW TO CONTACT US

You can contact us by:

.. calling our Customer Service Team at 1-888-PRU-2888 during our normal
business hours,

.. accessing information about your Annuity through our Internet Website at
www.prudential.com.

You can obtain account information by calling our automated response system and
at www.prudential.com, our Internet Website. Our Customer Service
representatives are also available during business hours to provide you with
information about your account. You can request certain transactions through our
telephone voice response system, our Internet Website or through a customer
service representative. You can provide authorization for a third party,
including your attorney-in-fact acting pursuant to a power of attorney, to
access your account information and perform certain transactions on your
account. You will need to complete a form provided by us which identifies those
transactions that you wish to authorize via telephonic and electronic means and
whether you wish to authorize a third party to perform any such transactions.
Please note that unless you tell us otherwise, we deem that all transactions
that are directed by your Financial Professional with respect to your Annuity
have been authorized by you. We require that you or your representative provide
proper identification before performing transactions over the telephone or
through our Internet Website. This may include a Personal Identification Number
(PIN) that will be provided to you upon issue of your Annuity or you may
establish or change your PIN by calling our automated response system and at
www.prudential.com, our Internet Website. Any third party that you authorize to
perform financial transactions on your account will be assigned a PIN for your
account.

APPENDIX A - ACCUMULATION UNIT VALUES

As we have indicated throughout this prospectus, the 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.

Because the Annuity is new, no historical unit values are depicted here.
However, such historical unit values will be set forth in subsequent amendments
to this prospectus.

A-1

APPENDIX B - FORMULA FOR HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT AND
SPOUSAL HIGHEST DAILY LIFETIME 6 PLUS INCOME BENEFIT
TRANSFERS OF ACCOUNT VALUE BETWEEN YOUR PERMITTED SUB-ACCOUNTS AND
THE AST INVESTMENT GRADE BOND SUB-ACCOUNT

TERMS AND DEFINITIONS REFERENCED IN THE CALCULATION FORMULAS:

B-1

.. 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 78%.

.. L - the target value as of the current Valuation Day.

.. r - the target ratio.

.. a - 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. (See below for the table of "a" factors

.. V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.

.. V\\F\\ - the Account Value of all elected Fixed allocations in the Annuity.

.. B - the total value of the AST Investment Grade Bond Portfolio Sub-account.

.. P - Income Basis. Prior to the first Lifetime Withdrawal, the Income Basis
is equal to the Protected Withdrawal Value calculated as if the first
Lifetime Withdrawal were taken on the date of calculation. After the first
Lifetime Withdrawal, the Income Basis is equal to the greater of (1) the
Protected Withdrawal Value on the date of the first Lifetime Withdrawal,
increased for additional Purchase Payments, and adjusted proportionally for
Excess Income *, and (2) the Protected Withdrawal Value on any Annuity
Anniversary subsequent to the first Lifetime Withdrawal, increased for
subsequent additional Purchase Payments and adjusted proportionately for
Excess Income* and (3) any highest daily Account Value occurring on or
after the later of the immediately preceding Annuity anniversary, or the
date of the first Lifetime Withdrawal, and prior to or including the date
of this calculation, increased for additional Purchase Payments and
adjusted for withdrawals, as described herein.

.. T - the amount of a transfer into or out of the AST Investment Grade Bond
Portfolio Sub-account.

.. T\\M\\ - the amount of a monthly transfer out of the AST Investment Grade
Bond Portfolio.

* Note: Lifetime Withdrawals of less than or equal to the Annual Income
Amount do not reduce the Income Basis.

DAILY TARGET VALUE CALCULATION:

L = 0.05 * P * a

DAILY TRANSFER CALCULATION:

The following formula, which is set on the Benefit Effective Date and is not
changed for the life of the guarantee, determines when a transfer is required:

Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

.. If on the third consecutive Valuation Day r > Cu and r (less or =) Cu\\s\\
or if on any day r > Cu\\s\\, and transfers have not been suspended due to
the 90% cap rule, assets in the Permitted Sub-accounts and the Fixed
Allocations, if applicable,are transferred to the AST Investment Grade Bond
Portfolio Sub-account.

.. If r < C\\l\\, and there are currently assets in the AST Investment Grade
Bond Portfolio Sub-account (B > 0), assets in the AST Investment Grade Bond
Portfolio Sub-account are transferred to the Permitted Sub-accounts as
described above.

90% Cap Rule: If, on any Valuation Day this benefit remains in effect, a
transfer into the AST Investment Grade Bond Portfolio Sub-account occurs that
results in 90% of the Account Value being allocated to the AST Investment Grade
Bond Portfolio Sub-account, any transfers into the AST Investment Grade Bond
Portfolio Sub-account will be suspended, even if the formula would otherwise
dictate that a transfer into the AST Investment Grade Bond Portfolio Sub-account
should occur. Transfers out of the AST Investment Grade Bond Portfolio
Sub-account and into the elected Sub-accounts will still be allowed. The
suspension will be lifted once a transfer out of the AST Investment Grade Bond
Portfolio Sub-account occurs either due to a Daily or Monthly Transfer
Calculation. Due to the performance of

B-2

the AST Investment Grade Bond Portfolio Sub-account and the elected
Sub-accounts, the Account value could be more than 90% invested in the AST
Investment Grade Bond Portfolio Sub-account.

.. The following formula, which is set on the Benefit Effective Date and is
not changed for the life of the guarantee, determines the transfer amount:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * C\\t\\] / (1 - C\\t\\))} Money is transferred from the AST Investment Grade Bond
Sub-account to the Permitted Sub- accounts

Monthly Transfer Calculation

If, after the daily Transfer Calculation is performed,

{Min (B, .05 * (V\\V\\ + V\\F\\ + B))} (less than) (C\\u\\ * (V\\V\\ + V\\F\\) -
L + B) / (1 - C\\u\\), then

T\\M\\ = {Min (B, .05 * (V\\V\\ + V\\F\\ + B))} Money is transferred from the
AST Investment Grade Bond Sub-account to the Permitted Sub-accounts.

"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

B-3

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**

* The values set forth in this table are applied to all ages.

** In all subsequent years and months thereafter, the annuity factor is 4.06

B-4

APPENDIX C: FORMULA FOR HIGHEST DAILY GRO II and GRO Plus II

THE FOLLOWING ARE THE TERMS AND DEFINITIONS REFERENCED IN THE TRANSFER
CALCULATION FORMULA:

. AV is the current Account Value of the Annuity

. V\\V\\ is the current Account Value of the elected Sub-accounts of the
Annuity

. V\\F\\ is the current Account Value of amounts held in any Fixed
allocations

. B is the total current value of the AST bond portfolio Sub-account

. Cl is the lower target value. Currently, it is 79%.

. Ct is the middle target value. Currently, it is 82%.

. Cu is the upper target value. Currently, it is 85%.

. T is the amount of a transfer into or out of the AST bond portfolio
Sub-account .

For each guarantee provided under the benefit,

. Gi is the guarantee amount

. Ni is the number of days until the maturity date

. di is the discount rate applicable to the number of days until the
maturity date. It is determined with reference a benchmark index,
reduced by the Discount Rate Adjustment and subject to the discount
rate minimum. The discount rate minimum, beginning on the effective
date of the benefit, is three percent, and will decline monthly over
the first twenty-four months following the effective date of the
benefit to one percent in the twenty-fifth month, and will remain at
one percent for every month thereafter. Once selected, we will not
change the applicable benchmark index. However, if the benchmark index
is discontinued, we will substitute a successor benchmark index, if
there is one. Otherwise we will substitute a comparable benchmark
index. We will obtain any required regulatory approvals prior to
substitution of the benchmark index.

The formula, which is set on the effective date and is not changed while the
benefit is in effect, determines, on each Valuation Day, when a transfer is
required.

The formula begins by determining the value on that Valuation Day that, if
appreciated at the applicable discount rate, would equal the guarantee amount at
the end of each applicable guarantee period. We call the greatest of these
values the "current liability (L)."

L = MAX (Li), where Li = Gi / (1 + di) /(Ni/365)/

Next the formula calculates the following formula ratio:

r = (L - B) / (V\\V\\ + V\\F\\)

If the formula ratio exceeds an upper target value, then all or a portion
of the Account Value will be transferred to the AST bond portfolio
Sub-account associated with the current liability subject to the rule that
prevents a transfer into that AST bond portfolio Sub-account if 90% or
more of Account Value is in that Sub-account (90% cap). If at the time we
make a transfer to the AST bond portfolio Sub-account associated with the
current liability there is Account Value allocated to an AST bond
portfolio Sub-account not associated with the current liability, we will
transfer all assets from that AST bond portfolio Sub-account to the AST
bond portfolio Sub-account associated with the current liability.

The formula will transfer assets into the AST bond portfolio Sub-account if r >
Cu, subject to the 90% cap.

The transfer amount is calculated by the following formula:

T = {Min (MAX(0, (.90 * (V\\V\\ + V\\F\\ + B)) - B), [L - B - (V\\V\\ + V\\F\\)
* Ct] / (1 - Ct))}

If the formula ratio is less than a lower target value and there are
assets in the AST bond portfolio Sub-account, then the formula will
transfer assets out of the AST bond portfolio Sub-account into the elected
Sub-accounts.

The formula will transfer assets out of the AST bond portfolio

Sub-account if r * Cl and B ** 0.

C-1

The transfer amount is calculated by the following formula:

T = {Min (B, - [L - B - (V\\V\\ + V\\F\\) * Ct] / (1 - Ct))}

If following a transfer to the elected Sub-accounts, there are assets remaining
in an AST bond portfolio Sub-account not associated with the current liability,
we will transfer all assets from that AST bond portfolio Sub-account to the AST
bond portfolio Sub-account associated with the current liability.

[postcard to request SAI to be added at end of prospectus]

C-2