exhibit 12

                                 Shea & Gardner
                         1800 Massachusetts Avenue, N.W.
                              Washington, DC 20036

                            Telephone: (202) 828-2000
                            Facsimile: (202) 828-2195


                                 April 19, 2002




Committee
The Prudential Variable Contract Account-11
Gateway Center 3
100 Mulberry Street
Newark, NJ  07102-4077


Gentlemen:

         We have served as counsel to The Prudential Variable Contract
Account-11 (the "Account") in connection with various matters relating to the
registration of the variable annuity contracts issued through the Account under
the Securities Act of 1933, as amended, and the registration of the Account
under the Investment Company Act of 1940, as amended.

         Based on our examination of the relevant documents contained in the
Account's registration statement, and in reliance upon certain exhibits to that
registration statement, and assuming that the contracts are issued in accordance
with the terms described in the registration statement, that the purchase
payments made under the contracts are allocated to the Account, and that all
actions necessary to obtain approval of the contracts under state insurance law
are taken, we are of the opinion that the contracts will be legally issued and
will be binding obligations of The Prudential Insurance Company of America.

         We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Account's registration statement.


                                       Yours truly,


                                       /s/ CHRISTOPHER E. PALMER
                                       --------------------------------------
                                           Christopher E. Palmer