Form: 10-Q/A

Quarterly report [Sections 13 or 15(d)]

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-Q/A
(Amendment No. 1)


(Mark One)
     
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended March 31, 2005
     
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 33-18053


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) 802-6000

(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      NO   

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES      NO   

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES      NO   

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of
May 13, 2005. 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/A and
is therefore filing this Form with the reduced disclosure format.

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TABLE OF CONTENTS

PART I – Financial Information

    Page No.
Explanatory Note 2
Item 1. Financial Statements (Unaudited):  
       
    Interim Statements of Financial Position,  
    As of March 31, 2005 and December 31, 2004 3
       
    Interim Statements of Operations and Comprehensive Income,  
    Three months ended March 31, 2005 and 2004 4
       
    Interim Statement of Stockholder’s Equity,  
    Three months ended March 31, 2005 5
       
    Interim Statements of Cash Flows (Restated),  
    Three months ended March 31, 2005 and 2004 6
       
    Notes to Interim Financial Statements 7
       
Item 4. Controls and Procedures 11
       
PART II – Other Information
       
       
Item 6. Exhibits 12
       
Signatures 13

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A is being filed for the purpose of amending Items 1 and 4 of Part I of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 of Pruco Life Insurance Company of New Jersey to reflect the restatement of Pruco Life Insurance Company of New Jersey ’s Unaudited Interim Statements of Cash Flows for the three months ended March 31, 2005 and 2004, as described in Footnote 1 to the Unaudited Interim Financial Statements included in this Form 10-Q/A. All other Items of the original filing on Form 10-Q made on May 13, 2005, are unaffected by the changes to the Unaudited Interim Statements of Cash Flows and such Items have not been included in this Amendment. Information in this Form 10-Q/A is generally stated as of March 31, 2005 and does not reflect any subsequent information or events other than the restatement of the Unaudited Interim Statements of Cash Flows. More current information with respect to Pruco Life Insurance Company of New Jersey is contained within its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and other filings with the Securities and Exchange Commission.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Pruco Life Insurance Company of New Jersey

Interim Statements of Financial Position (Unaudited)
As of March 31, 2005 and December 31, 2004 (in thousands)


 
    March 31,
2005
    December 31,
2004
 
 

 

 
ASSETS            
Fixed maturities available for sale,
        at fair value (amortized cost, 2005: $943,142 and 2004: $874,200)
$ 955,682   $ 903,685  
Policy loans   154,066     153,359  
Short-term investments   44,799     44,549  
Other long-term investments   2,031     1,977  
 

 

 
        Total investments   1,156,578     1,103,570  
Cash and cash equivalents   72,456     108,117  
Deferred policy acquisition costs   195,158     183,219  
Accrued investment income   17,116     15,045  
Reinsurance recoverable   68,920     67,411  
Receivables from affiliates   18,591     17,152  
Other assets   83,618     13,789  
Separate account assets   2,073,806     2,112,866  
 

 

 
TOTAL ASSETS $ 3,686,243   $ 3,621,169  
 

 

 
LIABILITIES AND STOCKHOLDER’S EQUITY            
Liabilities            
Policyholders’ account balances   809,498     796,421  
Future policy benefits and other policyholder liabilities   196,443     189,673  
Cash collateral for loaned securities   68,297     74,527  
Securities sold under agreements to repurchase   42,841     24,754  
Income taxes payable   62,429     76,878  
Other liabilities   113,644     27,788  
Separate account liabilities   2,073,806     2,112,866  
 

 

 
Total liabilities   3,366,958     3,302,907  
 

 

 
Contingencies (See Note 2)            
             
Stockholder’s Equity            
Common stock, $5 par value;
        400,000 shares, authorized;
        issued and outstanding at
        March 31, 2005 and December 31, 2004
  2,000     2,000  
Additional paid-in capital   168,842     168,810  
Deferred compensation   (168 )   (152 )
Retained earnings   141,289     134,358  
Accumulated other comprehensive income   7,322     13,246  
 

 

 
Total stockholder’s equity   319,285     318,262  
 

 

 
TOTAL LIABILITIES AND
        STOCKHOLDER’S EQUITY
$ 3,686,243   $ 3,621,169  
 

 

 

See Notes to Interim Financial Statements (unaudited)

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Pruco Life Insurance Company of New Jersey

Interim Statements of Operations and Comprehensive Income (Unaudited)
Three Months Ended March 31, 2005 and 2004 (in thousands)


 
    Three months ended March 31  
  2005   2004  
REVENUES

 

 
             
Premiums $ 2,046   $ 11,770  
Policy charges and fee income   17,384     18,338  
Net investment income   14,003     12,610  
Realized investment gains (losses), net   (1,551 )   499  
Asset management fees   1,339     1,200  
Other income   634     490  
 

 

 
Total revenues   33,855     44,907  
 

 

 
BENEFITS AND EXPENSES            
             
Policyholders’ benefits   6,082     12,213  
Interest credited to policyholders’ account balances   6,771     6,612  
General, administrative and other expenses   14,045     16,281  
 

 

 
Total benefits and expenses   26,898     35,106  
 

 

 
Income from operations before income tax expense and cumulative effect of accounting change   6,957     9,801  
 

 

 
Income tax expense   26     2,705  
 

 

 
Net Income Before Cumulative Effect of Accounting Change   6,931     7,096  
             
Cumulative effect of accounting change, net of taxes       (184 )
 

 

 
NET INCOME   6,931     6,912  
 

 

 
Change in net unrealized investment gains, net of taxes   (5,924 )   3,843  
Cumulative effect of accounting change, net of taxes       547  
 

 

 
Other comprehensive income (loss), net of taxes   (5,924 )   4,390  
 

 

 
TOTAL COMPREHENSIVE INCOME $ 1,007   $ 11,302  
 

 

 

See Notes to Interim Financial Statements (unaudited)

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Pruco Life Insurance Company of New Jersey

Interim Statements of Stockholder’s Equity
Three Months Ended March 31, 2005 (in thousands)

    Common
stock
    Additional
paid – in
capital
    Retained
earnings
    Deferred
Compensation
    Accumulated
other
comprehensive
income (loss)
    Total
stockholder’s

equity
 
 

 

 

 

 

 

 
Balance, December 31, 2004 $ 2,000   $ 168,810   $ 134,358   $ (152 ) $ 13,246   $ 318,262  
     Net income           6,931             6,931  
     Stock-based compensation programs       32         (16 )       16  
     Change in net unrealized
     investment gains, net of taxes
                  (5,924 )   (5,924 )
 

 

 

 

 

 

 
Balance, March 31, 2005 $ 2,000   $ 168,842   $ 141,289   $ (168 ) $ 7,322   $ 319,285  
 

 

 

 

 

 

 

See Notes to Interim Financial Statements (unaudited)

 

 

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Pruco Life Insurance Company of New Jersey

Interim Statements of Cash Flows (Unaudited, Restated)
Three Months Ended March 31, 2005 and 2004 (in thousands)


 
  Three months ended, March 31  
    2005     2004  
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:

 

 
      Net income $ 6,931   $ 6,912  
      Adjustments to reconcile net income to net cash (used in) provided by            
            Operating activities:            
            Policy charges and fee income   (3,853 )   (3,970 )
            Interest credited to policyholders’ account balances   5,304     6,612  
            Realized investment (gains) losses, net   2,785     (499 )
            Amortization and other non-cash items   861     (403 )
            Cumulative effect of accounting change, net of taxes       184  
            Change in:            
                  Future policy benefits and other insurance liabilities   7,323     7,468  
                  Reinsurance recoverable   (1,509 )   (3,530 )
                  Accrued investment income   (2,071 )   (1,362 )
                  Receivable from affiliates   (1,439 )   (431 )
                  Payable to affiliates   (534 )   68  
                  Deferred policy acquisition costs   (2,538 )   (8,317 )
                  Income taxes payable   (11,260 )   2,704  
                  Other, net   (7,808 )   (6,448 )
 

 

 
Cash Flows (Used in) Operating Activities   (7,808 )   (1,012 )
 

 

 
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:            
      Proceeds from the sale/maturity/prepayment of:            
            Fixed maturities, available for sale   281,785     13,027  
            Policy loans   4,158     5,903  
      Payments for the purchase of:            
            Fixed maturities, available for sale   (348,958 )   (53,177 )
            Policy loans   (3,102 )   (2,637 )
      Other long-term investments, net   240     (23 )
      Short-term investments, net   (297 )   12,650  
 

 

 
Cash Flows (Used in) Investing Activities   (66,174 )   (24,257 )
 

 

 
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:            
      Policyholders’ account deposits   39,222     56,625  
      Policyholders’ account withdrawals   (31,272 )   (38,388 )
      Cash collateral for loaned securities, net   (6,230 )   (19,876 )
      Securities sold under agreements to repurchase, net   18,087     9,479  
      Net change in financing arrangements (maturities 90 days or less)   18,514     1,336  
 

 

 
Cash Flows From Financing Activities   38,321     9,176  
 

 

 
             
Net decrease in cash and cash equivalents   (35,661 )   (16,093 )
Cash and cash equivalents, beginning of year   108,117     72,547  
 

 

 
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 72,456   $ 56,454  
 

 

 

See Notes to Interim Financial Statements(unaudited)

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Pruco Life Insurance Company of New Jersey
 
Notes to Interim Financial Statements (Unaudited)

1.      BASIS OF PRESENTATION

Restatement of Statements of Cash Flows

The Statements of Cash Flows for the three months ended March 31, 2005 and 2004 have been restated to reflect the following:

Changes in the net receivable/payable from unsettled investment purchases and sales, previously classified within “adjustments to reconcile net income to cash provided by operating activities,” have been reclassified to cash flows (used in) investing activities, to the extent such balances pertained to investments classified as available for sale.

The net change in the policy loans receivable, previously reported in cash flows (used in) operating activities, is now reported as a component of cash flows (used in) investing activities.

Changes in the presentation of bank overdrafts and various other items previously reported in cash flows (used in) operating activities, are now reported as a component of cash flows from financing activities.

As a result of the restatements, previously reported cash flows (used in) operating activities, cash flows (used in) investing activities and cash flows from financing activities were increased or reduced for the three months ended March 31, 2005 and 2004 as follows:

Three Months Ended March 31,            
    2005     2004  
Cash flows (used in) operating activities:            
        As originally reported $ 14,167   $ 10,154  
        Impact of restatements   (21,975 )   (11,166 )
        Revised for restatements   ($7,808)     ($1,012)  
Cash flows (used in) investing activities:            
        As originally reported:   ($71,327)     ($31,522)  
        Impact of restatements   5,153     7,265  
        Revised for restatements   ($66,174)     ($24,257)  
Cash flows from financing activities:            
        As originally reported: $ 21,499   $ 5,275  
        Impact of restatements   16,822     3,901  
        Revised for restatements $ 38,321   $ 9,176  

The restatements had no impact on the total change in cash and cash equivalents within the Statements of Cash Flows or on the Statements of Operations or Statements of Financial Position.

Basis of Presentation

The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or “GAAP,” on a basis consistent with reporting interim financial information in accordance with instructions to Form 10-Q/A and Article 10 of Regulation S-X of the Securities and Exchange Commission. These interim financial statements are unaudited but reflect all adjustments that, in the opinion of management, are necessary to provide a fair presentation of the results of operations and financial condition of Pruco Life Insurance Company of New Jersey, or the “Company,” for the interim periods presented. The Company is a wholly owned subsidiary of the Pruco Life Insurance Company, or “Pruco Life,” which in turn is a wholly owned subsidiary of The Prudential Insurance Company of America, or “Prudential Insurance.” Prudential Insurance is a wholly owned subsidiary of Prudential Financial, Inc., or “Prudential Financial.” 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 current year presentation.

The Company has extensive transactions and relationships with Prudential Insurance and other affiliates. It is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. 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, 2004.

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Pruco Life Insurance Company of New Jersey
 
Notes to Interim Financial Statements (Unaudited)

2.      CONTINGENCIES AND LITIGATION

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

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

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

The Company’s litigation and regulatory matters are subject to many uncertainties, and given their complexity and scope, the outcomes cannot be predicted. It is possible that the results of operations or the cash flow of the Company in a particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of 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.

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Pruco Life Insurance Company of New Jersey
 
Notes to Interim Financial Statements (Unaudited)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Company adopted the SOP effective January 1, 2004. The effect of initially adopting SOP 03-1 was a net of tax charge of $0.2 million, reported as a cumulative effect of accounting change in the results of operations for the three months ended March 31, 2004. This charge reflects primarily the net impact of converting certain individual market value adjusted annuity contracts from separate account accounting treatment to general account accounting treatment and the effect of establishing reserves for guaranteed minimum death benefit (“GMDB”) provisions of the Company’s annuity contracts. In addition, the Company recorded an increase in other comprehensive income of $0.5 million after tax related to recording the cumulative unrealized investment gains, net of shadow deferred acquisition costs, or “DAC,” on fixed maturities reclassified from the separate account to the general account as of January 1, 2004.

In June 2004, the FASB issued FASB Staff Position, or “FSP,” 97-1, “Situations in Which Paragraphs 17(b) and 20 of FASB Statement No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments, Permit or Require an Accrual of an Unearned Revenue Liability.” FSP 97-1 clarifies the accounting for unearned revenue liabilities of certain universal-life contracts under SOP 03-1. The Company’s adoption of FSP 97-1 on July 1, 2004 did not change the accounting for unearned revenue liabilities and, therefore, had no impact on Company’s results of operations.

The cumulative effect of the adoption of this SOP is shown in the statement of cash flows under “Cumulative Effect of Accounting Change” and includes increases in fixed maturities and policyholder account balances of approximately $40 million related to the reclassifications of annuity contracts from the separate account to the general account. This activity also includes the establishment of the GMDB reserves of approximately $1.6 million and the increase in DAC of $0.4 million. Other balance sheet accounts that were affected include other long-term investments and deferred taxes payable.

Stock Options
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (R), “Share-Based Payment,” which replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 123 (R) requires all entities to apply the fair value based measurement method in accounting for share-based payment transactions with employees, except for equity instruments held by employee share ownership plans. Under this method, compensation costs of awards to employees, such as stock options, are measured at fair value and expensed over the period during which an employee is required to provide service in exchange for the award (the vesting period). The Company had previously adopted the fair value recognition provision of the original SFAS No. 123, prospectively for all new stock options issued to employees on or after January 1, 2003. As issued, SFAS No. 123 (R) is effective for interim and annual periods beginning after June 15, 2005. However, the SEC has recently deferred the effective date and as a result the Company will adopt SFAS No. 123 (R) on January 1, 2006. By that date, there will be no unvested stock options issued prior to January 1, 2003.

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

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Pruco Life Insurance Company of New Jersey
 
Notes to Interim Financial Statements (Unaudited)

4. RELATED PARTY TRANSACTIONS

Corporate Owned Life Insurance
Prudential Insurance owns Corporate Owned Life Insurance Policies issued by the Company. The cash surrender value of these policies included in separate account liabilities was $454 million and $462 million at March 31, 2005 and December 31, 2004, respectfully.

Reinsurance with Affiliates
On August 1, 2004, the Company entered into an agreement to reinsure its term life insurance policies known as Term Elite and Term Essential, or “Term,” with an affiliated company, Prudential Arizona Reinsurance Captive Company, or “PARCC.” The Company reinsured with PARCC, 90 percent of the risks under such policies through an automatic and facultative coinsurance agreement. The Company is not relieved of its primary obligation to the policyholder as a result of these reinsurance transactions. This coinsurance agreement replaces the yearly renewable term agreements with external reinsurers that were previously in effect on this block of business. There was no net cost associated with the initial transaction, which was accounted for in accordance with SFAS No. 113, “Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts.” Reinsurance recoverables related to this agreement were $59 million at March 31, 2005.

In December 2004, the Company recaptured the excess of loss reinsurance agreement with Prudential Insurance Company of America, or “Prudential Insurance,” and replaced it with a revised yearly renewable term agreement to reinsure all risks, not otherwise reinsured. Reinsurance recoverables related to this agreement were $8 million as of March 31, 2005. The Company is not relieved of its primary obligation to the policyholder as a result of these reinsurance transactions.

Item 4.    Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Securities and Exchange Commission is recorded, processed, summarized, and reported on a timely basis, the Company’s management, including our Chief Executive Officer and Chief Financial Officer, previously reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of March 31, 2005. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer previously concluded that, as of March 31, 2005, our disclosure controls and procedures were effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. No change in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), occurred during the quarter ended March 31, 2005, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. These conclusions are not affected by the misclassifications in the Company’s Statements of Cash Flows discussed in the following paragraph, which were identified subsequent to the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

As reported in a Current Report on Form 8-K filed by the Company on February 7, 2006, management of the Company concluded that certain amounts were incorrectly classified in the Company’s audited Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002 included in the Company’s 2004 Annual Report on Form 10-K (the “2004 Form 10-K”) and in the Company’s unaudited Statements of Cash Flows for the periods ended March 31 and June 30, 2005 and 2004 included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2005 (the “2005 Forms 10-Q”). In connection with the preparation of the Company’s financial statements for the year ended December 31, 2005, management of the Company concluded on February 1, 2006 that the Company should file a Form 10-K/A and Forms 10-Q/A, including this Form 10-Q/A, restating the Statements of Cash Flows included in the 2004 Form 10-K and in the 2005 Forms 10-Q. The restatements are limited in scope, relating principally to the classification of data collected and not to the collection of data or to the numerical accuracy of data collected. The Company has implemented enhancements to its internal control over financial reporting, primarily with respect to the periodic analysis and review of statements of cash flows designed to provide reasonable assurance that errors of this type in the Company’s Statements of Cash Flows will not recur.

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Item 6. Exhibits

  31.1 Section 302 Certification of the Chief Executive Officer,
     
  31.2 Section 302 Certification of the Chief Accounting Officer,
     
  32.1 Section 906 Certification of the Chief Executive Officer,
     
  32.2

Section 906 Certification of the Chief Accounting Officer.

     

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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 by the undersigned thereunto duly authorized in the City of Newark and the State of New Jersey on the 9th day of February 2006.

 

  PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
     
    By: /s/ John Chieffo                                                         
John Chieffo
Chief Accounting Officer
(Authorized Signatory and Principal Financial Officer)
     

 

Date: February 9, 2006

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Exhibit Index

Exhibit Number and Description

 

  31.1 Section 302 Certification of the Chief Executive Officer,
     
  31.2 Section 302 Certification of the Chief Accounting Officer,
     
  32.1 Section 906 Certification of the Chief Executive Officer,
     
  32.2

Section 906 Certification of the Chief Accounting Officer.

     

 

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