Form: 10-Q

Quarterly report [Sections 13 or 15(d)]

10-Q: Quarterly report [Sections 13 or 15(d)]

Published on

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - ACT OF 1934 [FEE REQUIRED]

For the quarterly period ended June 30, 2001

OR

_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

Commission file number 333-18053

PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY

(Exact name of Registrant as specified in its charter)

New Jersey 22-2426091
- ------------------------------ --------------------------------
(State or other (IRS Employer Identification No.)
jurisdiction, incorporation
or organization)

213 Washington Street, Newark, New Jersey 07102
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

(973) 802-3274
--------------------------------------------
(Registrant's Telephone Number, including area code)

Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: NONE

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

State the aggregate market value of the voting stock held by non-affiliates
of the registrant: NONE

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of August 14, 2001. Common stock, par value of $5 per share:
400,000 shares outstanding

Pruco Life Insurance Company of New Jersey meets the conditions set
forth in General Instruction (H) (1) (a) and (b) on Form 10-Q and
is therefore filing this Form with the reduced disclosure format.

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PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


INDEX TO FINANCIAL STATEMENTS
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Page No.
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Cover Page -

Index 2

PART I - Financial Information
------------------------------

Item 1. (Unaudited) Financial Statements

Statements of Financial Position
As of June 30, 2001 and December 31, 2000 3

Statements of Operations and Comprehensive Income 4
Three and Six months ended June 30, 2001 and 2000

Statements of Changes in Stockholder's Equity
Periods ended June 30, 2001 and December 31, 2000 and 1999 5

Statements of Cash Flows
Six months ended June 30, 2001 and 2000 6

Notes to Financial Statements 7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9


PART II - Other Information
---------------------------

Item 6. Exhibits and Reports on Form 8-K 11

Signature Page 12




2


Pruco Life Insurance Company of New Jersey




Statements of Financial Position
As of June 30, 2001 and December 31, 2000(In Thousands)
- ------------------------------------------------------------------------------------------------------------------------------------


(Unaudited)
June 30, December
2001 31, 2000
----------- ----------

ASSETS

Fixed maturities
Available for sale, at fair value (amortized cost, 2001: $664,105; $ 668,268 $ 612,851
and 2000$ $614,858)
Held to maturity, at amortized cost (fair value, 2000: $7,259) - 7,470
Policy loans 156,103 152,111
Short-term investments 5,227 28,759
Other long-term investments 3,134 3,577
----------- -----------
Total investments 832,732 804,768
Cash and cash equivalents 89,652 65,237
Deferred policy acquisition costs 118,051 116,653
Accrued investment income 12,480 13,781
Receivables from affiliate 16,312 22,265
Other assets 7,252 292
Separate Account assets 1,717,751 1,805,584
----------- -----------
TOTAL ASSETS $ 2,794,230 $ 2,828,580
=========== ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances $ 444,896 $ 434,442
Future policy benefits and other policyholder liabilities 112,287 108,218
Cash collateral for loaned securities 48,866 48,309
Securities sold under agreements to repurchase 14,193 9,754
Income taxes payable 27,705 29,913
Other liabilities 33,661 8,793
Separate Account liabilities 1,717,751 1,805,584
----------- -----------
Total liabilities 2,399,359 2,445,013
----------- -----------
Contingencies - (See Footnote 2)
Stockholder's Equity
Common stock, $5 par value;
400,000 shares, authorized;
issued and outstanding at
June 30, 2001 and December 31, 2000 2,000 2,000
Paid-in-capital 128,689 128,689
Retained earnings 262,834 253,641
Accumulated other comprehensive income(loss) 1,348 (763)
----------- -----------
Total stockholder's equity 394,871 383,567
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 2,794,230 $ 2,828,580
=========== ===========



See Notes to Financial Statements

3




Pruco Life Insurance Company of New Jersey



Statements of Operations and Comprehensive Income (Unaudited)
Three and Six Months Ended June 30, 2001 and 2000 (In Thousands)
- ------------------------------------------------------------------------------------------------------------------------------------

Six months ended Three months ended
June 30, June 30,

2001 2000 2001 2000
--------- --------- --------- ---------
REVENUES


Premiums $ 7,326 $ 3,275 $ 4,414 $ 1,786
Policy charges and fee income 24,330 27,457 13,682 13,531
Net investment income 27,943 27,074 13,890 13,358
Realized investment gains(losses), net 175 (1,549) (805) (238)
Asset management fees 299 4,185 137 2,144
Other income 210 104 17 58
--------- --------- --------- ---------

Total revenues 60,283 60,546 31,335 30,639
--------- --------- --------- ---------

BENEFITS AND EXPENSES

Policyholders' benefits 17,164 14,412 9,437 6,692
Interest credited to policyholders' account
balances 10,344 9,521 5,199 5,111
General, administrative and other expenses 19,628 21,643 9,949 9,483
--------- --------- --------- ---------

Total benefits and expenses 47,136 45,576 24,585 21,286
--------- --------- --------- ---------

Income from operations before income taxes 13,147 14,970 6,750 9,353
--------- --------- --------- ---------

Income tax provision 3,954 5,240 1,840 3,274
--------- --------- --------- ---------

NET INCOME 9,193 9,730 4,910 6,079
--------- --------- --------- ---------

Net unrealized investment gains(losses) on
securities, net of reclassification adjustment
and taxes 2,111 604 (1,773) (189)
--------- --------- --------- ---------
TOTAL COMPREHENSIVE INCOME $ 11,304 $ 10,334 $ 3,137 $ 5,890
========= ========= ========= =========



See Notes to Financial Statements


4




Pruco Life Insurance Company of New Jersey




Statements of Changes in Stockholder's Equity (Unaudited)
Periods ended June 30, 2001 and December 31, 2000 and 1999(In Thousands)
- ------------------------------------------------------------------------------------------------------------------------------------

Accumulated
other Total
Common Paid - in - Retained comprehensive stockholder's
stock capital earnings income (loss) equity
--------------------------------------------------------------------------


Balance, January 1, 1999 $ 2,000 $ 125,000 $ 217,260 $ 1,593 $ 345,853

Net income - - 12,797 - 12,797
Change in net unrealized
investment losses, net of
net of reclassification
and taxes - - - (7,681) (7,681)
-------- --------- --------- --------- ---------
Balance, December 31, 1999 $ 2,000 $ 125,000 $ 230,057 (6,088) $ 350,969

Contribution - 3,689 - - 3,689
Net income - - 23,584 - 23,584
Change in net unrealized
investment losses, net of
reclassification and taxes - - - 5,325 5,325
-------- --------- --------- --------- ---------
Balance, December 31, 2000 $ 2,000 $ 128,689 $ 253,641 $ (763) $ 383,567
Net income - - 9,193 - 9,193
Change in net unrealized
investment gains, net of
reclassification and taxes - - - 2,111 2,111
-------- --------- --------- --------- ---------
Balance, June 30, 2001 $ 2,000 $ 128,689 $ 262,834 $ 1,348 $ 394,871
======== ========= ========= ========= =========





See Notes to Financial Statements


5




Pruco Life Insurance Company of New Jersey



Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2001 and 2000 (In Thousands)
- ------------------------------------------------------------------------------------------------------------------------------------

Six months ended,
June 30,

2001 2000
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income $ 9,193 $ 9,730
Adjustments to reconcile net income to net cash (used in)
provided by
Operating activities:
Policy charges and fee income (5,634) (4,948)
Interest credited to policyholders' account balances 10,344 9,521
Realized investment (gains)losses, net (175) 1,549
Amortization and other non-cash items (8,173) 1,059
Change in:
Future policy benefits and other policyholders' 4,069 1,781
liabilities
Accrued investment income 1,301 537
Policy loans (3,992) (3,365)
Receivables from affiliates 5,953 (1,659)
Deferred policy acquisition costs (1,398) 2,318
Income taxes payable (2,208) (729)
Other, net 17,907 1,376
--------- --------
Cash Flows From Operating Activities 27,187 17,170
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale/maturity of:
Fixed maturities available for sale 420,381 237,982
Payments for the purchase of:
Fixed maturities available for sale (461,889) (241,776)
Cash collateral for loaned securities, net 557 21,448
Securities sold under agreements to repurchase, net 4,439 14,198
Other long-term investments 350 (1,508)
Short term investments, net 23,532 (10,129)
--------- --------
Cash Flows (Used in) From Investing Activities (12,630) 20,215
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Policyholders' account balances:
Deposits 45,437 109,057
Withdrawals (35,579) (104,420)
--------- --------
Cash Flows From Financing Activities 9,858 4,637
--------- --------
Net increase in Cash and cash equivalents 24,415 42,022
Cash and cash equivalents, beginning of year 65,237 27,590
--------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 89,652 $ 69,612
========= ========




See Notes to Financial Statements


6




Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

The accompanying interim financial statements have been prepared pursuant to the
rules and regulations for reporting on Form 10-Q on the basis of accounting
principles generally accepted in the United States. These interim financial
statements are unaudited but reflect all adjustments which, in the opinion of
management, are necessary to provide a fair presentation of the results of
operations and financial condition of the Pruco Life Insurance Company of New
Jersey ("the Company"), for the interim periods presented. The Company is a
wholly-owned subsidiary of the Pruco Life Insurance Company ("Pruco Life") which
in turn is a wholly-owned subsidiary of The Prudential Insurance Company of
America ("Prudential"). All such adjustments are of a normal recurring nature.
The results of operations for any interim period are not necessarily indicative
of results for a full year. Certain amounts in the Company's prior year
financial statements have been reclassified to conform to the 2001 presentation.
These financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2000.

2. CONTINGENCIES AND LITIGATION

Prudential and the Company are subject to legal and regulatory actions in the
ordinary course of our businesses, including class actions. Pending legal and
regulatory actions include proceedings relating to aspects of our businesses and
operations that are specific to the Company and Prudential and that are typical
of the businesses in which the Company and Prudential operate. Some of these
proceedings have been brought on behalf of various alleged classes of
complainants. In certain of these matters, the plaintiffs are seeking large
and/or indeterminate amounts, including punitive or exemplary damages.

Beginning in 1995, regulatory authorities and customers brought significant
regulatory actions and civil litigation against the Company and Prudential
involving individual life insurance sales practices. In 1996, Prudential, on
behalf of itself and many of its life insurance subsidiaries including the
Company entered into settlement agreements with relevant insurance regulatory
authorities and plaintiffs in the principal life insurance sales practices class
action lawsuit covering policyholders of individual permanent life insurance
policies issued in the United States from 1982 to 1995. Pursuant to the
settlements, the companies agreed to various changes to their sales and business
practices controls, to a series of fines, and to provide specific forms of
relief to eligible class members. Virtually all claims by class members filed in
connection with the settlements have been resolved and virtually all aspects of
the remediation program have been satisfied. While the approval of the class
action settlement is now final, Prudential and the Company remain subject to
oversight and review by insurance regulators and other regulatory authorities
with respect to its sales practices and the conduct of the remediation program.
The U.S. District Court has also retained jurisdiction as to all matters
relating to the administration, consummation, enforcement and interpretation of
the settlements.

As of June 30, 2001, Prudential and/or the Company remained a party to
approximately 50 individual sales practices actions filed by policyholders who
"opted out" of the class action settlement relating to permanent life insurance
policies issued in the United States between 1982 and 1995. In addition, there
were 40 sales practices actions pending that were filed by policyholders who
were members of the class and who failed to "opt out" of the class action
settlement. Prudential and the Company believe that those actions are governed
by the class settlement release and expect them to be enjoined and/or dismissed.
Additional suits may be filed by class members who "opted out" of the class
settlements or who failed to "opt out" but nevertheless seek to proceed against
Prudential and/or the Company. A number of the plaintiffs in these cases seek
large and/or indeterminate amounts, including punitive or exemplary damages.
Some of these actions are brought on behalf of multiple plaintiffs. It is
possible that substantial punitive damages might be awarded in any of these
actions and particularly in an action involving multiple plaintiffs.

Prudential has indemnified the Company for any liabilities incurred in
connection with sales practices litigation covering policyholders of individual
permanent life insurance policies issued in the United States from 1982 to 1995.

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



7




Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------

3. RELATED PARTY TRANSACTIONS

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

Expense Charges and Allocations
All of the Company's expenses are allocations or charges from Prudential or
other affiliates. These expenses can be grouped into the following categories:
general and administrative expenses, retail distribution expenses and asset
management fees.

The Company's general and administrative expenses are charged to the Company
using allocation methodologies based on business processes. Management believes
that the methodology is reasonable and reflects costs incurred by Prudential to
process transactions on behalf of the Company. Prudential and the Company
operate under service and lease agreements whereby services of officers and
employees, supplies, use of equipment and office space are provided by
Prudential.

The Company is allocated estimated distribution expenses from Prudential's
retail agency network for both its domestic life and annuity products. The
Company has capitalized the majority of these distribution expenses as deferred
policy acquisition costs. Beginning April 1, 2000, Prudential and the Company
agreed to revise the estimate of allocated distribution expenses to reflect a
market based pricing arrangement.

In accordance with a profit sharing agreement with Prudential that was in effect
through December 31, 2000, the Company received fee income from policyholder
account balances invested in the Prudential Series Funds ("PSF"). These revenues
were recorded as "Asset management fees" in the Statements of Operations and
Comprehensive Income. The Company was charged an asset management fee by
Prudential Global Asset Management ("PGAM") and Jennison Associates LLC
("Jennison") for managing the PSF portfolio. These expenses are a component of
general, administrative and other expenses.

On September 29, 2000, the Board of Directors for the Prudential Series Fund,
Inc. ("PSFI") adopted resolutions to terminate the existing management agreement
between PSFI and Prudential, and has appointed another subsidiary of Prudential
as the fund manager for PSF. The change was approved by the shareholders of the
PSFI during early 2001 and effective January 1, 2001, the Company will no longer
receives fees associated with the PSF. In addition, the Company will no longer
incur the asset management expense from PGAM and Jennison associated with the
PSF.

Corporate Owned Life Insurance
The Company has sold a Corporate Owned Life Insurance ("COLI") policy to
Prudential. The cash surrender value included in Separate Accounts was $174.9
million and $182.4 million at June 30, 2001 and December 31, 2000, respectively.

Reinsurance
The Company currently has a reinsurance agreement in place with Prudential ("the
reinsurer"). The reinsurance agreement is a yearly renewable term agreement in
which the Company may offer and the reinsurer may accept reinsurance on any life
in excess of the Company's maximum limit of retention. The Company is not
relieved of its primary obligation to the policyholder as a result of these
reinsurance transactions. These agreements had no material effect on net income
for the periods ended June 30, 2001 and 2000.

Debt Agreements
In July 1998, the Company established a revolving line of credit facility with
Prudential Funding LLC, a wholly-owned subsidiary of Prudential. There is no
outstanding debt relating to this credit facility as of June 30, 2001 or
December 31, 2000.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2000, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities -
a replacement of FASB Statement No. 125". The Company has adopted the provisions
of SFAS No. 140 relating to transfers and extinguishments of liabilities which
are effective for periods occurring after March 31, 2001. The adoption did not
have an effect on the results of operations of the Company. The Company has also
adopted in these financial statements disclosures about collateral and for
recognition and reclassification of collateral required under the statement for
fiscal years ending after December 15, 2000.


8





Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Pruco Life Insurance Company of New Jersey meets the conditions set forth in
General Instruction H(1)(a) and (b) on Form 10-Q and is filing this form with
reduced disclosure.

1. Analysis of Financial Condition

Total assets of the Company decreased $34.4 million during the first six months
of 2001, the majority of which relates to a $87.8 million decrease in Separate
Accounts primarily from stock market declines. Excluding the Separate Accounts,
total assets increased by $53.4 million primarily from fixed maturity
appreciation resulting from declining interest rates and from positive cash
inflows. The Company reclassified held-to-maturity fixed maturities, amounting
to $7.5 million at January 1, 2001, to the available-for-sale category.

Total liabilities of the Company decreased $45.6 million during the first six
months of 2001 from $2,445 million to $2,399.4 million. Corresponding with the
asset change, Separate Account liabilities decreased by $87.8 million due to net
investment losses of $75.9 million, expense and other disbursements of $23.4
million, and net contributions (contributions less surrenders and withdrawals)
of $11.5 million. Net Separate Account contributions in 2000 were $69.0 million.
The current year decline in net contributions reflects activity related to the
Discovery Select exchange program, which was terminated in May 2000.

Policyholder Account balances increased $10.5 million mainly from interest
credited as net sales were relatively flat. Future policy benefits increased
$4.1 million as a result of increases to reserves for term and extended term
insurance. Other liabilities increased $24.9 million due to an increase in
payables for securities purchased.

2. Results of Operations

Net Income for the six months ended June 30, 2001 and June 30, 2000
- -------------------------------------------------------------------

Net income
Net income for the six months ended June 30, 2001 was $9.2 million, a decrease
of $.5 million from the first six months of 2000. The main driver of the
decrease in net income was a decline in net asset management fee income of $2.4
million ($3.9 million in revenues less $1.5 million of expenses) as the Company
ceased receiving fee income or paying asset management fee expenses related to
the Pru Series Fund ("PSF") as of January 1, 2001, as described in the Notes to
Financial Statements. Partially offsetting this is an increase from the prior
year in realized gains of $1.7 million from the sale of fixed maturities net of
permanent impairment writedowns.

Revenues
Revenues decreased by $.3 million from the prior year comparable period. The
elimination of PSF asset management fees reduced revenues by $3.9 million.
Policy charges and fee income decreased by $3.1 million primarily driven by a
decrease in mortality and expense charges as a result of the decline in Separate
Account liabilities. Premiums increased $4.1 due to higher term insurance and
extended term premiums. Realized investment gains increased $1.7 million
primarily resulting from an increase in gains on sale of $6.3 million from
selling in a declining interest rate environment during 2001. This was partially
offset by increased permanent impairment writedowns of $2.7 million, and lower
derivative gains of $1.9 million. Net investment income increased $.9 million
mainly as a result of increased income from fixed maturities as the portfolio
balance increased from $595 million at June 30, 2000 to $668 million at June 30,
2001.

Benefits and Expenses
Total benefits and expenses increased by $1.6 million. Policyholder benefits
increased $2.8 million due to increased reserve provisions for term and extended
term premiums. Interest credited increased by $.8 million due to higher general
account liabilities. General, administrative and other expenses decreased by
$2.0 million from the prior year. Commission and distribution expenses, net of
capitalization, decreased $1.9 million as a result of a change to market based
pricing as of April 1, 2000. In addition, the elimination of PGAM asset
management expenses caused a decrease of $1.5 million. These decreases were
partially offset by higher allocated charges for salary, consulting, and data
processing costs due to new product sales.

9




Net Income for the three months ended June 30, 2001 and June 30, 2000
- ---------------------------------------------------------------------

Net income
Net income declined $1.2 million from the prior year comparable quarter. The
majority of this decrease resulted from the elimination of PSF net asset
management fee revenue which was $1.4 million ($2.0 million in revenues less $.6
million of expenses) in second quarter 2000.

Revenues
Revenues are higher than the prior year quarter by $.7 million. Premiums
increased $2.6 million from higher term insurance and extended term premiums.
The elimination of PSF asset management fees decreased revenue by $ 2 million
when compared to the prior year.

Benefits and Expenses
Policyholder benefits are higher by $2.7 million related to reserve increases
for increased term and extended term premiums, as noted above. General,
administrative, and other expenses increased $.5 million resulting from higher
allocated charges for salary, consulting, and data processing costs due to new
product sales, partially offset by the elimination of the PGAM asset management
expense of $.6 million.

3. Liquidity and Capital Resources

Principal cash flow sources are investment and fee income, investment maturities
and sales, and premiums and fund deposits. These cash inflows may be
complemented by financing activities through other Prudential affiliates.

Cash outflows consist principally of benefits, claims and amounts paid to
policyholders in connection with policy surrenders, withdrawals and net policy
loan activity. Uses of cash also include commissions, general and administrative
expenses, and purchases of investments. Liquidity requirements associated with
policyholder obligations are monitored regularly so that the Company can manage
cash inflows to match anticipated cash outflow requirements.

The Company believes that cash flow from operations together with proceeds from
scheduled maturities and sales of fixed maturity investments, are adequate to
satisfy liquidity requirements based on the Company's current liability
structure.

The Company had $2.8 billion of assets at June 30, 2001 and December 31, 2000,
of which $1.7 billion and $1.8 billion were held in Separate Accounts at June
30, 2001 and December 31, 2000, respectively, under variable life insurance
policies and variable annuity contracts. The remaining assets consisted
primarily of investments and deferred policy acquisition costs.

4. Information Concerning Forward-Looking Statements

Some of the statements contained in Management's Discussion and Analysis,
including those words such as "believes", "expects", "intends", "estimates",
"assumes", "anticipates" and "seeks", are forward-looking statements. These
forward-looking statements involve risk and uncertainties. Actual results may
differ materially from those suggested by the forward-looking statements for
various reasons. In particular, statements contained in Management's Discussion
and Analysis regarding the Company's business strategies involve risks and
uncertainties, and we can provide no assurance that we will be able to execute
our strategies effectively or achieve our financial and other objectives.



10







PART II
-------

Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------

(a) Exhibits
--------

3(i)(a) The Articles of Incorporation (as amended through March 11,
1983) of Pruco Life Insurance Company of New Jersey are
incorporated by reference to Post-effective Amendment No. 26
to the Registration Statement on Form S-6 of Pruco Life of New
Jersey Variable Appreciable Account as filed April 28, 1997,
Registration No. 2-89780.

3(i)(b) Amendment to the Articles of Incorporation dated February
12, 1998 is incorporated by reference to Post-Effective
Amendment No. 12 to the Registration Statement on Form S-1,
of Pruco Life of New Jersey Variable Contract Real Property
Account as filed on April 16, 1999, Registration No.
33-20018.

3(ii) By-Laws of Pruco Life Insurance Company of New Jersey (as
amended through May 5, 1997) are incorporated by reference to
Form 10-Q as filed by the Company on August 15, 1997.

4 Market-Value Adjustment Annuity Contract is incorporated by
reference to the Company's registration statement on Form S-1,
Registration No. 333-18053, as filed November 17, 1995.




11







SIGNATURES
----------



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
(Registrant)





Signature Title Date
- --------- ----- ----




_______________________ Senior Vice President and Director August 14, 2001
Esther H. Milnes


_______________________ Principal Financial Officer August 14, 2001
William J. Eckert, IV and Chief Accounting Officer







12