Exhibit 26(h)(xii)

FUND PARTICIPATION AGREEMENT

This Agreement is entered into as of the 11 day of April

1997, between Prudential Insurance Company of America a life

insurance company organized under the laws of the State of New

Jersey ("Insurance Company"), and each of DREYFUS VARIABLE

INVESTMENT FUND, THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND,

INC. and DREYFUS LIFE AND ANNUITY INDEX FUND, INC. (d/b/a DREYFUS

STOCK INDEX FUND) (each a "Fund").

ARTICLE I

DEFINITIONS

1.1    "Act" shall mean the Investment Company Act of 1940, as

amended.

1.2    "Board" shall mean the Board of Directors or Trustees, as     

the case may be, of a Fund, which has the responsibility for

management and control of the Fund.

l.3    "Business Day" shall mean any day for which a Fund

calculates net asset value per share as described in the

Fund's Prospectus.

1.4 "Commission" shall mean the Securities and Exchange

Commission.

1.5    "Contract” shall mean a variable annuity or life insurance

contract that uses any Participating Fund (as defined below)

as an underlying investment medium. Individuals who

participate under a group Contract are "Participants."

1.6    "Contractholder" shall mean any entity that is a party to a

Contract with a Participating Company (as defined below).

1.7    "Disinterested Board Members" shall mean those members of

the Board of a Fund that are not deemed to be "interested

persons" of the Fund, as defined by the Act.

1.8    "Dreyfus" shall mean The Dreyfus Corporation and its

affiliates, including Dreyfus Service Corporation.

1.9    "Participating Companies" shall mean any insurance company

(including Insurance Company) that offers variable annuity

and/or variable life insurance contracts to the public and

that has entered into an agreement with one or more of the

Funds.

1.10 “Participating Fund” shall mean each Fund, including, as

applicable, any series thereof, specified in Exhibit A, as

such Exhibit may be amended from time to time by agreement

of the parties hereto, the shares of which are available to

serve as the underlying investment medium for the aforesaid

Contracts.    

1.11 "Prospectus" shall mean the current prospectus and statement

of additional information of a Fund, as most recently filed

with the Commission.

1.12 "Separate Account” shall mean The Prudential Variable

Contract Account GI-2, a separate account established by

Insurance Company in accordance with the laws of the State

of New Jersey.

1.13 "Software Program" shall mean the software program used by a

Fund for providing Fund and account balance information

including net asset value per share. Such Program may

include the Lion System. In situations where the Lion

System or any other Software Program used by a Fund is not

available, such information may be provided by telephone.

The Lion System shall be provided to Insurance Company at no

charge.

1.14 "Insurance Company's General Account(s)" shall mean the

general account(s) of Insurance Company and its affiliates

that invest in a Fund.

ARTICLE II

REPRESENTATIONS

2.1 Insurance Company represents and warrants that (a) it is an

insurance company duly organized and in good standing under

applicable law; (b) it has legally and validly established

the Separate Account pursuant to the New Jersey Insurance

Code for the purpose of offering to the public certain

individual and group variable annuity and life insurance

contracts; (c) it has registered the Separate Account as a

unit investment trust under the Act to serve as the

segregated investment account for the Contracts; and (d) the

Separate Account is eligible to invest in shares of each

Participating Fund without such investment disqualifying any

Participating Fund as an investment medium for insurance

company separate accounts supporting variable annuity

contracts or variable life insurance contracts.

2.2 Insurance Company represents and warrants that (a) the

Contracts will be described in a registration statement

filed under the Securities Act of 1933, as amended (“1933

Act"); (b) the Contracts will be issued and sold in

compliance in all material respects with all applicable

federal and state laws; and (c) the sale of the Contracts

shall comply in all material respects with state insurance

law requirements. Insurance Company agrees to notify each

Participating Fund promptly of any investment restrictions

imposed by state insurance law and applicable to the

Participating Fund.

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2.3 Insurance Company represents and warrants that the income,

gains and losses, whether or not realized, from assets

allocated to the Separate Account are, in accordance with

the applicable Contracts, to be credited to or charged

against such Separate Account without regard to other

income, gains or losses from assets allocated to any other

accounts of Insurance Company. Insurance Company represents

and warrants that the assets of the Separate Account are and

will be kept separate from Insurance Company's General

Account and any other separate accounts Insurance Company

may have, and will not be charged with liabilities from any

business that Insurance Company may conduct or the

liabilities of any companies affiliated with Insurance

Company.

2.4 Each Participating Fund represents that it is registered

with the Commission under the Act as an open-end, management

investment company and possesses, and shall maintain, all

legal and regulatory licenses, approvals, consents and/or

exemptions required for the Participating Fund to operate

and offer its shares as an underlying investment medium for

Participating Companies.

2.5 Each Participating Fund represents that it is currently

qualified as a regulated investment company under Subchapter

M of the Internal Revenue Code of 1986, as amended (the

"Code"), and that it will make every effort to maintain such

qualification (under Subchapter M or any successor or

similar provision) and that it will notify Insurance Company

immediately upon having a reasonable basis for believing

that it has ceased to so qualify or that it might not so

qualify in the future.

2.6 Insurance Company represents and agrees that the Contracts

are currently, and at the time of issuance will be, treated

as life insurance policies or annuity contracts, whichever

is appropriate, under applicable provisions of the Code, and

that it will make every effort to maintain such treatment

and that it will notify each Participating Fund and Dreyfus

immediately upon having a reasonable basis for believing

that the Contracts have ceased to be so treated or that they

might not be so treated in the future. Insurance Company

agrees that any prospectus offering a Contract that is a

“modified endowment contract,” as that term is defined in

Section 7702A of the Code, will identify such Contract as a

modified endowment contract (or policy).

2.7 Each Participating Fund agrees that its assets shall be

managed and invested in a manner that complies with the

requirements of Section 817 (h) of the Code.

2.8 Insurance Company agrees that each Participating Fund shall

be permitted (subject to the other terms of this Agreement)

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to make its shares available to other Participating

Companies and Contractholders.

2.9 Each Participating Fund represents and warrants that any of

its directors, trustees, officers, employees, investment

advisers, and other individuals/entities who deal with the

money and/or securities of the Participating Fund are and

shall continue to be at all times covered by a blanket

fidelity bond or similar coverage for the benefit of the

Participating Fund in an amount not less than that required

by Rule 17g-1 under the Act. The aforesaid Bond shall

include coverage for larceny and embezzlement and shall be

issued by a reputable bonding company.

2.10 Insurance Company represents and warrants that all of its

employees and agents who deal with the money and/or

securities of each Participating Fund are and shall continue

to be at all times covered by a blanket fidelity bond or

similar coverage in an amount not less than the coverage

required to be maintained by the Participating Fund.    The

aforesaid Bond shall include coverage for larceny and

embezzlement and shall be issued by a reputable bonding

company.

2.11 Insurance Company agrees that Dreyfus shall be deemed a

third party beneficiary under this Agreement and may enforce

any and all rights conferred by virtue of this Agreement.

ARTICLE III

FUND SHARES

3.1 The Contracts funded through the Separate Account will

provide for the investment of certain amounts in shares of

each Participating Fund.

3.2 Each Participating Fund agrees to make its shares available

for purchase at the then applicable net asset value per

share by Insurance Company and the Separate Account on each

Business Day pursuant to rules of the Commission.

Notwithstanding the foregoing, each Participating Fund may

refuse to sell its shares to any person, or suspend or

terminate the offering of its shares, if such action is

required by law or by regulatory authorities having

jurisdiction or is, in the sole discretion of its Board,

acting in good faith and in light of its fiduciary duties

under federal and any applicable state laws, necessary and

in the best interests of the Participating Fund's

shareholders.

3.3 Each Participating Fund agrees that shares of the

Participating Fund will be sold only to (a) Participating

Companies and their separate accounts or (b) “qualified

pension or retirement plans" as determined under Section

817(h)(4 ) of the Code.    Except as otherwise set forth in

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this Section 3.3, no shares of any Participating Fund will

be sold to the general public.

3.4 Each Participating Fund shall use its best efforts to

provide closing net asset value, dividend and capital gain

information on a per-share basis to Insurance Company by

6:00 p.m. Eastern time on each Business Day. Any material

errors in the calculation of net asset value, dividend and

capital gain information shall be reported immediately upon

discovery to Insurance Company.    Non-material errors will be

corrected in the next Business Day's net asset value per

share.

3.5 At the end of each Business Day, Insurance Company will use

the information described in Sections 3.2 and 3.4 to

calculate the unit values of the Separate Account for the

day. Using this unit value, Insurance Company will process

the day's Separate Account transactions received by it by

the close of trading on the floor of the New York Stock

Exchange (currently 4:00 p.m. Eastern time) to determine the

net dollar amount of each Participating Fund's shares that

will be purchased or redeemed at that day's closing net

asset value per share. The net purchase or redemption

orders will be transmitted to each Participating Fund by

Insurance Company by ll:00 a.m. Eastern time on the Business

Day next following Insurance Company's receipt of that

information. Subject to Sections 3.6 and 3.8, all purchase

and redemption orders for Insurance Company's General

Accounts shall be effected at the net asset value per share

of each Participating Fund next calculated after receipt of

the order by the Participating Fund or its Transfer Agent.

3.6 Each Participating Fund appoints Insurance Company as its

agent for the limited purpose of accepting orders for the

purchase and redemption of Participating Fund shares for the

Separate Account. Each Participating Fund will execute

orders at the applicable net asset value per share

determined as of the close of trading on the day of receipt

of such orders by Insurance Company acting as agent

(“effective trade date”), provided that the Participating

Fund receives notice of such orders by 11:00 a.m. Eastern

time on the next following Business Day and, if such orders

request the purchase of Participating Fund shares, the

conditions specified in Section 3.8, as applicable, are

satisfied.    A redemption or purchase request that does not

satisfy the conditions specified above and in Section 3.8,

as applicable, will be effected at the net asset value per

share computed on the Business Day immediately preceding the

next following Business Day upon which such conditions have

been satisfied in accordance with the requirements of this

Section and Section 3.8.

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3.7 Insurance Company will make its best efforts to notify each

applicable Participating Fund in advance of any unusually

large purchase or redemption orders.

3.8 If Insurance Company's order requests the purchase of a

Participating Fund's shares, Insurance Company will pay for

such purchases by wiring Federal Funds to the Participating

Fund or its designated custodial account on the day the

order is transmitted. Insurance Company shall make all

reasonable efforts to transmit to the applicable

Participating Fund payment in Federal Funds by 12:00 noon

Eastern time on the Business Day the Participating Fund

receives the notice of the order pursuant to Section 3.5.

Each applicable Participating Fund will execute such orders

at the applicable net asset value per share determined as of

the close of trading on the effective trade date if the

Participating Fund receives payment in Federal Funds by

12:00 midnight Eastern time on the Business Day the

Participating Fund receives the notice of the order pursuant

to Section 3.5.    If payment in Federal Funds for any

purchase is not received or is received by a Participating

Fund after 12:00 noon Eastern time on such Business Day,

Insurance Company shall promptly, upon each applicable

Participating Fund's request, reimburse the respective

Participating Fund for any charges, costs, fees, interest or

other expenses incurred by the Participating Fund in

connection with any advances to, or borrowings or overdrafts

by, the Participating Fund, or any similar expenses incurred

by the Participating Fund, as a result of portfolio

transactions effected by the Participating Fund based upon

such purchase request. If Insurance Company's order

requests the redemption of any Participating Fund's shares

valued at or greater than $1 million dollars, the

Participating Fund will wire such amount to Insurance

Company within seven days of the order.

3.9 Each Participating Fund has the obligation to ensure that

its shares are registered with applicable federal agencies

at all times.

3.10 Each Participating Fund will confirm each purchase or

redemption order made by Insurance Company. Transfer of

Participating Fund shares will be by book entry only.    No

share certificates will be issued to Insurance Company.

Insurance Company will record shares ordered from a

Participating Fund in an appropriate title for the

corresponding account.

3.11 Each Participating Fund shall credit Insurance Company with

the appropriate number of shares.

3.12 On each ex-dividend date of a Participating Fund or, if not

a Business Day, on the first Business Day thereafter, each

Participating Fund shall communicate to Insurance Company

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the amount of dividend and capital gain, if any, per share.

All dividends and capital gains shall be automatically

reinvested in additional shares of the applicable

Participating Fund at the net asset value per share on the

ex-dividend date.    Each Participating Fund shall, on the day

after the ex-dividend date or, if not a Business Day, on the

first Business Day thereafter, notify Insurance Company of

the number of shares so issued.

ARTICLE IV

STATEMENTS AND REPORTS

4.1 Each Participating Fund shall provide monthly statements of

account as of the end of each month for all of Insurance

Company's accounts by the fifteenth (15th) Business Day of

the following month.

4.2 Each Participating Fund shall distribute to Insurance

Company copies of the Participating Fund's Prospectuses,

proxy materials, notices, periodic reports and other printed

materials (which the Participating Fund customarily provides

to its shareholders) in quantities as Insurance Company may

reasonably request for distribution to each Contractholder

and Participant.

4.3 Each Participating Fund will provide to Insurance Company at

least one complete copy of all registration statements,

Prospectuses, reports, proxy statements, sales literature

and other promotional materials, applications for

exemptions, requests for no-action letters, and all

amendments to any of the above, that relate to the

Participating Fund or its shares, contemporaneously with the

filing of such document with the Commission or other

regulatory authorities.

4.4 Insurance Company will provide to each Participating Fund at

least one copy of all registration statements, Prospectuses,

reports, proxy statements, sales literature and other

promotional materials, applications for exemptions, requests

for no-action letters, and all amendments to any of the

above, that relate to the Contracts or the Separate Account,

contemporaneously with the filing of such document with the

Commission.

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ARTICLE V

EXPENSES

5.1 The charge to each Participating Fund for all expenses and

costs of the Participating Fund, including but not limited

to management fees, administrative expenses and legal and

regulatory costs, will be made in the determination of the

Participating Fund's daily net asset value per share so as

to accumulate to an annual charge at the rate set forth in

the Participating Fund's Prospectus.    Excluded from the

expense limitation described herein shall be brokerage

commissions and transaction fees and extraordinary expenses.

5.2 Except as provided in this Article V and, in particular in

the next sentence, Insurance Company shall not be required

to pay directly any expenses of any Participating Fund or

expenses relating to the distribution of its shares.

Insurance Company shall pay the following expenses or costs:

a. Such amount of the production expenses of any

Participating Fund materials, including the cost of

printing a Participating Fund's Prospectus, or

marketing materials for prospective Insurance Company

Contractholders and Participants as Dreyfus and

Insurance Company shall agree from time to time.

b. Distribution expenses of any Participating Fund

materials or marketing materials for prospective

Insurance Company Contractholders and Participants.

c. Distribution expenses of any Participating Fund

materials or marketing materials for Insurance Company

Contractholders and Participants.

Except as provided herein, all other expenses of each

Participating Fund shall not be borne by Insurance Company.

ARTICLE VI

EXEMPTIVE RELIEF

6.1 Insurance Company has reviewed a copy of the order dated

December 23, 1987 of the Securities and Exchange Commission

under Section 6(c) of the Act with respect to Dreyfus

Variable Investment Fund and a copy of the order dated

August 23, 1989 of the Securities and Exchange Commission

under Section 6(c) of the Act with respect to Dreyfus Life

and Annuity Index Fund, Inc. and, in particular, has

reviewed the conditions to the relief set forth in each

related Notice.    As set forth therein, if Dreyfus Variable

Investment Fund or Dreyfus Life and Annuity Index Fund, Inc.

is a Participating Fund, Insurance Company agrees, as

applicable, to report any potential or existing conflicts

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promptly to the respective Board of Dreyfus Variable

Investment Fund and/or Dreyfus Life and Annuity Index Fund,

Inc. and, in particular, whenever contract voting

instructions are disregarded, and recognizes that it will be

responsible for assisting each applicable Board in carrying

out its responsibilities under such application. Insurance

Company agrees to carry out such responsibilities with a

view to the interests of existing Contractholders.

The Dreyfus Socially Responsible Growth Fund, Inc., if it is

a Participating Fund, shall furnish Insurance Company with a

copy of its application for an order of the Securities and

Exchange Commission under Section 6(c) of the Act for mixed

and shared funding relief, and the notice of such

application and order when issued by the SEC. Insurance

Company agrees to comply with the conditions on which such

order is issued, including reporting any potential or

existing conflicts promptly to the Board of The Dreyfus

Socially Responsible Growth Fund, Inc., and in particular

whenever Contractholder voting instructions are disregarded,

to the extent such conditions are not materially different

from the conditions of the mixed and shared funding relief

obtained by Dreyfus Variable Investment Fund and Dreyfus

Life and Annuity Index Fund, Inc., respectively; and

recognizes that it shall be responsible for assisting the

Board of The Dreyfus Socially Responsible Growth Fund, Inc.

in carrying out its responsibilities in connection with such

order.    Insurance Company agrees to carry out such

responsibilities with a view to the interests of existing

Contractholders.

6.2 If a majority of the Board, or a majority of Disinterested

Board Members, determines that a material irreconcilable

conflict exists with regard to Contractholder investments in

a Participating Fund, the Board shall give prompt notice to

all Participating Companies and any other Participating

Fund.    If the Board determines that Insurance Company is

responsible for causing or creating said conflict, Insurance

Company shall at its sole cost and expense, and to the

extent reasonably practicable (as determined by a majority

of the Disinterested Board Members), take such action as is

necessary to remedy or eliminate the irreconcilable material

conflict.    Such necessary action may include, but shall not

be limited to:

a. Withdrawing the assets allocable to the Separate

Account from the Participating Fund and reinvesting

such assets in another Participating Fund (if

applicable) or a different investment medium, or

submitting the question of whether such segregation

should be implemented to a vote of all affected

Contractholders; and/or

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b. Establishing a new registered management investment

company.

6.3 If a material irreconcilable conflict arises as a result of

a decision by Insurance Company to disregard Contractholder

voting instructions and said decision represents a minority

position or would preclude a majority vote by all

Contractholders having an interest in a Participating Fund,

Insurance Company may be required, at the Board's election,

to withdraw the investments of the Separate Account in that

Participating Fund.

6.4 For the purpose of this Article, a majority of the

Disinterested Board Members shall determine whether or not

any proposed action adequately remedies any irreconcilable

material conflict, but in no event will any Participating

Fund be required to bear the expense of establishing a new

funding medium for any Contract.    Insurance Company shall

not be required by this Article to establish a new funding

medium for any Contract if an offer to do so has been

declined by vote of a majority of the Contractholders

materially adversely affected by the irreconcilable material

conflict.

6.5 No action by Insurance Company taken or omitted, and no

action by the Separate Account or any Participating Fund

taken or omitted as a result of any act or failure to act by

Insurance Company pursuant to this Article VI, shall relieve

Insurance Company of its obligations under, or otherwise

affect the operation of, Article V.

ARTICLE VII

VOTING OF PARTICIPATING FUND SHARES

7.1 Each Participating Fund shall provide Insurance Company with

copies, at no cost to Insurance Company, of the

Participating Fund's proxy material, reports to shareholders

and other communications to shareholders in such quantity as

Insurance Company shall reasonably require for distributing

to Contractholders or Participants.

Insurance Company shall:

(a) solicit voting instructions from Contractholders or

Participants on a timely basis and in accordance with

applicable law;

(b) vote the Participating Fund shares in accordance with

instructions received from Contractholders or

Participants; and

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(c) vote the Participating Fund shares for which no

instructions have been received in the same proportion

as Participating Fund shares for which instructions

have been received.

Insurance Company agrees at all times to vote its

General Account shares in the same proportion as the

Participating Fund shares for which instructions have

been received from Contractholders or Participants.

Insurance Company further agrees to be responsible for

assuring that voting the Participating Fund shares for

the Separate Account is conducted in a manner

consistent with other Participating Companies.

ARTICLE VIII

MARKETING AND REPRESENTATIONS

8.1 Each Participating Fund or its underwriter shall

periodically furnish Insurance Company with the following

documents, in quantities as Insurance Company may reasonably

request:

a. Current Prospectus and any supplements thereto; and

b. Other marketing materials.

Expenses for the production of such documents shall be borne

by Insurance Company in accordance with Section 5.2 of this

Agreement.

8.2 Insurance Company shall designate certain persons or

entities that shall have the requisite licenses to solicit

applications for the sale of Contracts. No representation

is made as to the number or amount of Contracts that are to

be sold by Insurance Company. Insurance Company shall make

reasonable efforts to market the Contracts and shall comply

with all applicable federal and state laws in connection

therewith.

8.3 Insurance Company shall furnish, or shall cause to be

furnished, to each applicable Participating Fund or its

designee, each piece of sales literature or other

promotional material in which the Participating Fund, its

investment adviser or the administrator is named, at least

fifteen Business Days prior to its use. No such material

shall be used unless the Participating Fund or its designee

approves such material. Such approval (if given) must be in

writing and shall be presumed not given if not received

within ten Business Days after receipt of such material.

Each applicable Participating Fund or its designee, as the

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case may be, shall use all reasonable efforts to respond

within ten days of receipt.

8.4 Insurance Company shall not give any information or make any

representations or statements on behalf of a Participating

Fund or concerning a Participating Fund in connection with

the sale of the Contracts other than the information or

representations contained in the registration statement or

Prospectus of, as may be amended or supplemented from time

to time, or in reports or proxy statements for, the

applicable Participating Fund, or in sales literature or other

promotional material approved by the applicable

Participating Fund.

8.5 Each Participating Fund shall furnish, or shall cause to be

furnished, to Insurance Company, each piece of the

Participating Fund's sales literature or other promotional

material in which Insurance Company or the Separate Account

is named, at least fifteen Business Days prior to its use.

No such material shall be used unless Insurance Company

approves such material.    Such approval (if given) must be in

writing and shall be presumed not given if not received

within ten Business Days after receipt of such material.

Insurance Company shall use all reasonable efforts to

respond within ten days of receipt.

8.6 Each Participating Fund shall not, in connection with the

sale of Participating Fund shares, give any information or

make any representations on behalf of Insurance Company or

concerning Insurance Company, the Separate Account, or the

Contracts other than the information or representations

contained in a registration statement or prospectus for the

Contracts, as may be amended or supplemented from time to

time, or in published reports for the Separate Account that

are in the public domain or approved by Insurance Company

for distribution to Contractholders or Participants, or in

sales literature or other promotional material approved by

Insurance Company.

8.7 For purposes of this Agreement, the phrase "sales literature

or other promotional material" or words of similar import

include, without limitation, advertisements (such as

material published, or designed for use, in a newspaper,

magazine or other periodical, radio, television, telephone

or tape recording, videotape display, signs or billboards,

motion pictures or other public media), sales literature

(such as any written communication distributed or made

generally available to customers or the public, including

brochures, circulars, research reports, market letters, form

letters, seminar texts, or reprints or excerpts of any other

advertisement, sales literature, or published article),

educational or training materials or other communications

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distributed or made generally available to some or all

agents or employees, registration statements, prospectuses,

statements of additional information, shareholder reports

and proxy materials, and any other material constituting

sales literature or advertising under National Association

of Securities Dealers, Inc. rules, the Act or the 1933 Act.

ARTICLE IX

INDEMNIFICATION

9.1 Insurance Company agrees to indemnify and hold harmless each

Participating Fund, Dreyfus, each respective Participating

Fund's investment adviser and sub-investment adviser (if

applicable), each respective Participating Fund's

distributor, and their respective affiliates, and each of

their directors, trustees, officers, employees, agents and

each person, if any, who controls or is associated with any

of the foregoing entities or persons within the meaning of

the 1933 Act (collectively, the "Indemnified Parties" for

purposes of Section 9.1), against any and all losses,

claims, damages or liabilities joint or several (including

any investigative, legal and other expenses reasonably

incurred in connection with, and any amounts paid in

settlement of, any action, suit or proceeding or any claim

asserted) for which the Indemnified Parties may become

subject, under the 1933 Act or otherwise, insofar as such

losses, claims, damages or liabilities (or actions in

respect to thereof) (i) arise out of or are based upon any

untrue statement or alleged untrue statement of any material

fact contained in information furnished by Insurance Company

for use in the registration statement or Prospectus or sales

literature or advertisements of the respective Participating

Fund or with respect to the Separate Account or Contracts,

or arise out of or are based upon the omission or the

alleged omission to state therein a material fact required

to be stated therein or necessary to make the statements

therein not misleading; (ii) arise out of or as a result of

conduct, statements or representations (other than

statements or representations contained in the Prospectus

and sales literature or advertisements of the respective

Participating Fund) of Insurance Company or its agents, with

respect to the sale and distribution of Contracts for which

the respective Participating Fund's shares are an underlying

investment; (iii) arise out of the wrongful conduct of

Insurance Company or persons under its control with respect

to the sale or distribution of the Contracts or the

respective Participating Fund's shares; (iv) arise out of

Insurance Company's incorrect calculation and/or untimely

reporting of net purchase or redemption orders; or (v) arise

out of any breach by Insurance Company of a material term of

this Agreement or as a result of any failure by Insurance

Company to provide the services and furnish the materials or

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to make any payments provided for in this Agreement.

Insurance Company will reimburse any Indemnified Party in

connection with investigating or defending any such loss,

claim, damage, liability or action; provided, however, that

with respect to clauses (i) and (ii) above Insurance Company

will not be liable in any such case to the extent that any

such loss, claim, damage or liability arises out of or is

based upon any untrue statement or omission or alleged

omission made in such registration statement, prospectus,

sales literature, or advertisement in conformity with

written information furnished to Insurance Company by the

respective Participating Fund specifically for use therein.

This indemnity agreement will be in addition to any

liability which Insurance Company may otherwise have.

9.2 Each Participating Fund severally agrees to indemnify and

hold harmless Insurance Company and each of its directors,

officers, employees, agents and each person, if any, who

controls Insurance Company within the meaning of the 1933

Act (collectively, the "Insurance Company Indemnified

Parties") against any losses, claims, damages or liabilities

to which Insurance Company Indemnified Parties may become

subject, under the 1933 Act or otherwise, insofar as such

losses, claims, damages or liabilities (or actions in

respect thereof) joint or several (including any

investigative, legal and other expenses reasonably incurred

in connection with, and any amounts paid in settlement of,

any action, suit or proceeding or any claim asserted) (1)

arise out of or are based upon any untrue statement or

alleged untrue statement of any material fact contained in

the registration statement or Prospectus or sales literature

or advertisements of the respective Participating Fund; (2)

arise out of or are based upon the omission to state in the

registration statement or Prospectus or sales literature or

advertisements of the respective Participating Fund any

material fact required to be stated therein or necessary to

make the statements therein not misleading; or (3) arise out

of or are based upon any untrue statement or alleged untrue

statement of any material fact contained in the registration

statement or Prospectus or sales literature or

advertisements with respect to the Separate Account or the

Contracts and such statements were based on information

provided to Insurance Company by the respective

Participating Fund; and the respective Participating Fund

will reimburse any legal or other expenses reasonably

incurred by Insurance Company Indemnified Parties in

connection with investigating or defending any such loss,

claim, damage, liability or action; provided, however, that

the respective Participating Fund will not be liable in any

such case to the extent that any such loss, claim, damage or

liability arises out of or is based upon an untrue statement

or omission or alleged omission made in such registration

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statement, Prospectus, sales literature or advertisements in

conformity with written information furnished to the

respective Participating Fund by Insurance Company

specifically for use therein. This indemnity agreement will

be in addition to any liability which the respective

Participating Fund may otherwise have.

9.3 Each Participating Fund severally shall indemnify and hold

Insurance Company harmless against any and all liability,

loss, damages, costs or expenses which Insurance Company may

incur, suffer or be required to pay due to the respective

Participating Fund's (1) incorrect calculation of the daily

net asset value, dividend rate or capital gain distribution

rate; (2) incorrect reporting of the daily net asset value,

dividend rate or capital gain distribution rate; and (3)

untimely reporting of the net asset value, dividend rate or

capital gain distribution rate; provided that the respective

Participating Fund shall have no obligation to indemnify and

hold harmless Insurance Company if the incorrect calculation

or incorrect or untimely reporting was the result of

incorrect information furnished by Insurance Company or

information furnished untimely by Insurance Company or

otherwise as a result of or relating to a breach of this

Agreement by Insurance Company.

9.4 Promptly after receipt by an indemnified party under this

Article of notice of the commencement of any action, such

indemnified party will, if a claim in respect thereof is to

be made against the indemnifying party under this Article,

notify the indemnifying party of the commencement thereof.

The omission to so notify the indemnifying party will not

relieve the indemnifying party from any liability under this

Article IX, except to the extent that the omission results

in a failure of actual notice to the indemnifying party and

such indemnifying party is damaged solely as a result of the

failure to give such notice.    In case any such action is

brought against any indemnified party, and it notified the

indemnifying party of the-commencement thereof, the

indemnifying party will be entitled to participate therein

and, to the extent that it may wish, assume the defense

thereof, with counsel satisfactory to such indemnified

party, and to the extent that the indemnifying party has

given notice to such effect to the indemnified party and is

performing its obligations under this Article, the

indemnifying party shall not be liable for any legal or

other expenses subsequently incurred by such indemnified

party in connection with the defense thereof, other than

reasonable costs of investigation. Notwithstanding the

foregoing, in any such proceeding, any indemnified party

shall have the right to retain its own counsel, but the fees

and expenses of such counsel shall be at the expense of such

indemnified party unless (i) the indemnifying party and the

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indemnified party shall have mutually agreed to the

retention of such counsel or (ii) the named parties to any

such proceeding (including any impleaded parties) include

both the indemnifying party and the indemnified party and

representation of both parties by the same counsel would be

inappropriate due to actual or potential differing interests

between them. The indemnifying party shall not be liable

for any settlement of any proceeding effected without its

written consent.

A successor by law of the parties to this Agreement shall be

entitled to the benefits of the indemnification contained in

this Article IX. The provisions of this Article IX shall

survive termination of this Agreement.

9.5 Insurance Company shall indemnify and hold each respective

Participating Fund, Dreyfus and sub-investment adviser of

the Participating Fund harmless against any tax liability

incurred by the Participating Fund under Section 851 of the

Code arising from purchases or redemptions by Insurance

Company's General Accounts or the account of its affiliates.

ARTICLE X

COMMENCEMENT AND TERMINATION

10.1 This Agreement shall be effective as of the date hereof and

shall continue in force until terminated in accordance with the

provisions herein.

10.2 This Agreement shall terminate without penalty:

a. As to any Participating Fund, at the option of

Insurance Company or the Participating Fund at any time

from the date hereof upon 180 days' notice, unless a

shorter time is agreed to by the respective

Participating Fund and Insurance Company;

b. As to any Participating Fund, at the option of

Insurance Company, if shares of that Participating Fund

are not reasonably available to meet the requirements

of the Contracts as determined by Insurance Company.

Prompt notice of election to terminate shall be

furnished by Insurance Company, said termination to be

effective ten days after receipt of notice unless the

Participating Fund makes available a sufficient number

of shares to meet the requirements of the Contracts

within said ten-day period;

c. As to a Participating Fund, at the option of Insurance

company, upon the institution of formal proceedings

against that Participating Fund by the Commission,

National Association of Securities Dealers or any other

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regulatory body, the expected or anticipated ruling,

judgment or outcome of which would, in Insurance

Company's reasonable judgment, materially impair that

Participating Fund's ability to meet and perform the

Participating Fund's obligations and duties hereunder.

Prompt notice of election co terminate shall be

furnished by Insurance Company with said termination to

be effective upon receipt of notice;

d. As to a Participating Fund, at the option of each

Participating Fund, upon the institution of formal

proceedings against Insurance Company by the

Commission, National Association of Securities Dealers

or any other regulatory body, the expected or

anticipated ruling, judgment or outcome of which would,

in the Participating Fund's reasonable judgment,

materially impair Insurance Company's ability to meet

and perform Insurance Company's obligations and duties

hereunder. Prompt notice of election to terminate

shall be furnished by such Participating Fund with said

termination to be effective upon receipt of notice;

e. As to a Participating Fund, at the option of that

Participating Fund, if the Participating Fund shall

determine, in its sole judgment reasonably exercised in

good faith, that Insurance Company has suffered a

material adverse change in its business or financial

condition or is the subject of material adverse

publicity and such material adverse change or material

adverse publicity is likely to have a material adverse

impact upon the business and operation of that

Participating Fund or Dreyfus, such Participating Fund

shall notify Insurance Company in writing of such

determination and its intent to terminate this

Agreement, and after considering the actions taken by

Insurance Company and any other changes in

circumstances since the giving of such notice, such

determination of the Participating Fund shall continue

to apply on the sixtieth (60th) day following the

giving of such notice, which sixtieth day shall be the

effective date of termination;

f. As to a Participating Fund, upon termination of the

Investment Advisory Agreement between that

Participating Fund and Dreyfus or its successors unless

Insurance Company specifically approves the selection

of a new Participating Fund investment adviser. Such

Participating Fund shall promptly furnish notice of

such termination to Insurance Company;

g. As to a Participating Fund, in the event that

Participating Fund's shares are not registered, issued

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or sold in accordance with applicable federal law, or

such law precludes the use of such shares as the

underlying investment medium of Contracts issued or to

be issued by Insurance Company. Termination shall be

effective immediately as to that Participating Fund

only upon such occurrence without notice;

h. At the option of a Participating Fund upon a

determination by its Board in good faith that it is no

longer advisable and in the best interests of

shareholders of that Participating Fund to continue to

operate pursuant to this Agreement.    Termination

pursuant to this Subsection (h) shall be effective upon

notice by such Participating Fund to Insurance Company

of such termination;

i. At the option of a Participating Fund if the Contracts

cease to qualify as annuity contracts or life insurance

policies, as applicable, under the Code, or if such

Participating Fund reasonably believes that the

Contracts may fail to so qualify;

j. At the option of any party to this Agreement, upon

another party's breach of any material provision of

this Agreement;

k. At the option of a Participating Fund, if the Contracts

are not registered, issued or sold in accordance with

applicable federal and/or state law; or

l. Upon assignment of this Agreement, unless made with

the written consent of every other non-assigning party.

Any such termination pursuant to Section 10.2a, 10.2d,

10.2e, 10.2f or 10.2k herein shall not affect the operation

of Article V of this Agreement. Any termination of this

Agreement shall not affect the operation of Article IX of

this Agreement.

10.3 Notwithstanding any termination of this Agreement pursuant

to Section 10.2 hereof, each Participating Fund and Dreyfus

may·, at the option of the Participating Fund, continue to

make available additional shares of that Participating Fund

for as long as the Participating Fund desires pursuant to

the terms and conditions of this Agreement as provided

below, for all Contracts in effect on the effective date of

termination of this Agreement (hereinafter referred to as

"Existing Contracts"). Specifically, without limitation, if

that Participating Fund and Dreyfus so elect to make

additional Participating Fund shares available, the owners

of the Existing Contracts or Insurance Company, whichever

shall have legal authority to do so, shall be permitted to

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reallocate investments in that Participating Fund, redeem

investments in that Participating Fund and/or invest in that

Participating Fund upon the making of additional purchase

payments under the Existing Contracts. In the event of a

termination of this Agreement pursuant to Section 10.2

hereof, such Participating Fund and Dreyfus, as promptly as

is practicable under the circumstances, shall notify

Insurance Company whether Dreyfus and that Participating

Fund will continue to make that Participating Fund's shares

available after such termination.    If such Participating

Fund shares continue to be made available after such

termination, the provisions of this Agreement shall remain

in effect and thereafter either of that Participating Fund

or Insurance Company may terminate the Agreement as to that

Participating Fund, as so continued pursuant to this Section

10.3, upon prior written notice to the other party, such

notice to be for a period that is reasonable under the

circumstances but, if given by the Participating Fund, need

not be for more than six months.

10.4 Termination of this Agreement as to any one Participating

Fund shall not be deemed a termination as to any other

Participating Fund unless Insurance Company or such other

Participating Fund, as the case may be, terminates this

Agreement as to such other Participating Fund in accordance

with this Article X.

ARTICLE XI

AMENDMENTS

11.1 Any other changes in the terms of this Agreement, except for

the addition or deletion of any Participating Fund as

specified in Exhibit A, shall be made by agreement in

writing between Insurance Company and each respective

Participating Fund.

ARTICLE XII

NOTICE

12.1 Each notice required by this Agreement shall be given by

certified mail, return receipt requested, to the appropriate

parties at the following addresses:

Insurance Company: Prudential Insurance Co.

751 Broad Street

Newark, New Jersey 07102

Attn:    Mary Cavanaugh, Esq.

Participating Funds: [Name of Fund]

c/o Premier Mutual Fund Services,

Inc.

200 Park Avenue, 6th Floor West

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New York, New York    10166

Attn:    Elizabeth A. Keeley, Esq.

with copies to: [Name of Fund]

c/o The Dreyfus Corporation

200 Park Avenue

New York, New York 10166

Attn: Mark N. Jacobs, Esq.

Lawrence B. Stoller, Esq.

Stroock & Stroock & Lavan

7 Hanover Square

New York, New York 10004-2696

Attn: Lewis G. Cole, Esq.

Stuart H. Coleman, Esq.

Notice shall be deemed to be given on the date of receipt by

the addresses as evidenced by the return receipt.

ARTICLE XIII

MISCELLANEOUS

13.1 This Agreement has been executed on behalf of each Fund by

the undersigne officer of the Fund in his capacity as an

officer of the Fund. The obligations of this Agreement

shall only be binding upon the assets and property of the

Fund and shall not be binding upon any director, trustee,

officer or shareholder of the Fund individually. It is

agreed that the obligations of the Funds are several and not

joint, that no Fund shall be liable for any amount owing by

another Fund and that the Funds have executed one instrument

for convenience only.

ARTICLE XIV

LAW

14.1 This Agreement shall be construed in accordance with the

internal laws of the State of New York, without giving

effect to principles of conflict of laws.

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IN WITNESS WHEREOF, the parties hereto have executed this

Agreement to be duly executed and attested as of the date first

above written.

PRUDENTIAL INSURANCE COMPANY OF AMERICA

By:/s/Illegible Signature

Its:Vice President

Attest:/s/Illegible Signature

DREYFUS LIFE AND ANNUITY INDEX FUND,

INC. (d/b/a DREYFUS STOCK INDEX FUND)

By:/s/Illegible Signature

Its:Vice President

Attest:/s/Illegible Signature

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

By:/s/Illegible Signature

Its:Vice President

Attest:/s/Illegible Signature

EXHIBIT A

LIST OF PARTICIPATING FUNDS

Dreyfus Variable Investment Fund

Capital Appreciation Portfolio

International Equity Portfolio

International Value Portfolio

Quality Bond Portfolio

Small Cap Portfolio

Disciplined Stock Portfolio

Growth and Income Portfolio

Managed Assets Portfolio

Zero Coupon 2000 Portfolio

Small Company Stock Portfolio

The Dreyfus Socially Responsible Growth Fund, Inc.

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