Exhibit 26(c)(ii)

SELECTED BROKER AGREEMENT

AGREEMENT dated ____________, 1984, by and between Pruco Securities

Corporation (Distributor), a New Jersey corporation, and ________________

(Broker), a _________________ corporation.

WITNESSETH:

In consideration of the mutual promises contained herein, the parties

hereto agree as follows:

A. Definitions

(1) Contracts - The variable appreciable life insurance contracts which

Pruco Life Insurance Company of New Jersey (Company), a New Jersey

corporation, proposes to issue and for which Distributor has been

appointed the principal underwriter pursuant to a Distribution

Agreement, a copy of which has been furnished to Broker.

(2) Pruco Life of New Jersey Variable Appreciable Account, or the Account

The separate account established and maintained by Company pursuant to

the laws of New Jersey to fund the benefits under the Contracts.

(3) Pruco Life Series Fund, Inc., or the Fund - An open-end management

investment company registered under the 1940 Act, shares of which are

sold to the Account in connection with the sale of the Contracts.

(4) Registration Statement - The registration statements and amendments

thereto relating to the Contracts, the Account, and the Fund,

including financial statements and all exhibits.

(5) Prospectus - The prospectuses included within the registration

Statements referred to herein.

 

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(6) 1933 Act - The Securities Act of 1933, as amended.

(7) 1934 Act - The Securities Exchange Act of 1934, as amended.

(8) SEC - The Securities and Exchange Commission.

B. Agreements of Distributor

(1) Pursuant to the authority delegated to it by Company, Distributor

hereby authorizes Broker during the term of this Agreement to solicit

applications for Contracts from eligible persons provided that there

is an effective Registration Statement relating to such Contracts and

provided further that Broker has been notified by Distributor that the

Contracts are qualified for sale under all applicable securities and

insurance laws of the state or jurisdiction in which the application

will be solicited. In connection with the solicitation of applications

for Contracts, Broker is hereby authorized to offer riders that are

available with the Contracts in accordance with instructions furnished

by Distributor or Company.

(2) Distributor, during the term of this Agreement, will notify Broker of

the issuance by the SEC of any stop order with respect to the

Registration Statement or any amendments thereto or the initiation of

any proceedings for that purpose or for any other purpose relating to

the registration and/or offering of the Contracts and of any other

action or circumstance that may prevent the lawful sale of the

Contracts in any state or jurisdiction.

(3) During the term of this Agreement, Distributor shall advise Broker of

any amendment to the Registration Statement or any amendment or

supplement to any Prospectus.

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C. Agreements of Broker

(1) It is understood and agreed that Broker is a registered broker/dealer under

the 1934 Act and a member of the National Association of Securities

Dealers, Inc. and that the agents or representatives of Broker who will be

soliciting applications for the Contracts also will be duly registered

representatives of Broker.

(2) Commencing at such time as Distributor and Broker shall agree upon, Broker

agrees to use its best efforts to find purchasers for the contracts

acceptable to Company. In meeting its obligation to use its best efforts to

solicit applications for Contracts, Broker shall, during the term of this

Agreement, engage in the following activities:

(a) Continuously utilize training, sales and promotional materials which

have been approved by Company;

(b) Establish and implement reasonable procedures for periodic inspection

and supervision of sales practices of its agents or representatives

and submit periodic reports to Distributor as may be requested on the

results of such inspections and the compliance with such procedures.

(c) Broker shall take reasonable steps to ensure that the various

representatives appointed by it shall not make recommendations to an

applicant to purchase a Contract in the absence of reasonable grounds

to believe that the purchase of the Contract is suitable for such

applicant. While not limited to the following, a determination of

8uitability shall be based on information furnished to a

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representative after reasonable inquiry of such applicant concerning

the applicant1s insurance and investment objectives, financial

situation and needs, and the likelihood that the applicant will

continue to make the premium payments contemplated by the Contract.

(3) All payments for Contracts collected by agents or representatives of

Broker shall be held at all times in a fiduciary capacity and shall be

remitted promptly in full together with such applications, forms and other

required documentation to an office of the Company designated by

Distributor. Checks or money orders in payment of initial premiums shall

be drawn to the order of "Pruco Life Insurance Company." Broker

acknowledges that the Company retains the ultimate right to control the

sale of the Contracts and that the Distributor or Company shall have the

unconditional right to reject, in whole or in part, any application for

the Contract. In the event Company or Distributor rejects an application,

Company immediately will return all payments directly to the purchaser and

Broker will be notified of such action. In the event that any purchaser of

a Contract elects to return such Contract pursuant to Rule

6e-2(b)(13)(viii) of the 1940 Act, the purchaser will receive a refund of

any premium payments, plus or minus any change due to investment

performance in the value of the invested portion of such premiums;

however, if applicable state law so requires, the purchaser who exercises

his short-term cancellation right will receive a refund of all payments

made, unadjusted for investment experience prior to the cancellation. The

Broker will be notified of any such action.

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(4) Broker shall act as an independent contractor, and nothing herein

contained shall constitute Broker, its agents or representatives, or any

employees thereof as employees of Company or Distributor in connection

with the solicitation of applications for Contracts. Broker, its agents or

representatives, and its employees shall not hold themselves out to be

employees of Company or Distributor in this connection or in any dealings

with the public.

(5) Broker agrees that any material it develops, approves or uses for sales,

training, explanatory or other purposes in connection with the

solicitation of applications for Contracts hereunder (other than generic

advertising materials which do not make specific reference to the

Contracts) will not be used without the prior written consent of

Distributor and, where appropriate, the endorsement of Company to be

obtained by Distributor.

(6) Solicitation and other activities by Broker shall be undertaken only in

accordance with applicable laws and regulations. No agent or

representative of Broker shall solicit applications for the contracts

until duly licensed and appointed by Company as a life insurance and

variable contract broker or agent of Company in the appropriate states or

other jurisdictions. Broker shall ensure that such agents or

representatives fulfill any training requirements necessary to be

licensed. Broker understands and acknowledges that neither it nor its

agents or representatives is authorized by Distributor or Company to give

any information or make any representation in connection with this

Agreement or the offering of the Contracts other than those contained in

the Prospectus or other solicitation material authorized in writing by

Distributor or Company.

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(7) Broker shall not have authority on behalf of Distributor or Company to:

make, alter or discharge any Contract or other form; waive any forfeiture,

extent the time of paying any premium; receive any monies or premiums due,

or to become due, to Company, except as set forth in Section C(3) of this

Agreement. Broker shall not expend, nor contract for the expenditure of the

funds of Distributor, nor shall Broker possess or exercise any authority on

behalf of Broker by this Agreement.

(8) Broker shall have the responsibility for maintaining the records of its

representatives licensed, registered and otherwise qualified to sell the

Contracts. Broker shall maintain such other records as are required of it

by applicable laws and regulations. The books, accounts and records of

Company, the Account, Distributor and Broker relating to the sale of the

Contracts shall be maintained so as to clearly and accurately disclose the

nature and details of the transactions. All records maintained by the

Broker in connection with this Agreement shall be the property of the

Company and shall be returned to the Company upon termination of this

Agreement, free from any claims or retention of rights by the Broker. The

Broker shall keep confidential any information obtained pursuant to this

Agreement and shall disclose such information, only if the Company has

authorized such disclosure, or if such disclosure is expressly required by

applicable federal or state regulatory authorities.

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D. Compensation

(1) Pursuant to the Distribution Agreement between Distributor and Company,

Distributor shall cause Company to arrange for the payment of commissions

to Broker as compensation for the sale of each contract sold by an agent or

representative of Broker. The amount of such compensation shall be based on

a schedule to be determined by agreement of Company, Distributor and

Broker. Company shall identify to Broker with each such payment the name of

the agent or representative of Broker who solicited each Contract covered

by the payment.

(2) Neither Broker nor any of its agents or representatives shall have any

right to withhold or deduct any part of any premium it shall receive for

purposes of payment of commission or otherwise. Neither Broker nor any of

its agents or representatives shall have an interest in any compensation

paid by Company to Distributor, now or hereafter, in connection with the

sale of any Contracts hereunder.

E. Complaints and Investigations

(1) Broker and Distributor jointly agree to cooperate fully in any insurance

regulatory investigation or proceeding or judicial proceeding arising in

connection with the Contracts marketed under this Agreement. Broker and

Distributor further agree to cooperate fully in any securities regulatory

investigation or proceeding or judicial proceeding with respect to Broker,

Distributor, their affiliates and their agents or representatives to the

extent that such investigation or proceeding is in connection with

Contracts marketed under this Agreement. Broker shall furnish applicable

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federal and state regulatory authorities with any information or reports in

connection with its services under this Agreement which such authorities

may request in order to ascertain whether the Company's operations are

being conducted in a manner consistent with any applicable law or

regulation.

F. Term of Agreement

(1) This Agreement shall continue in force for one year from its effective date

and thereafter shall automatically be renewed every year for a further one

year period; provided that either party may unilaterally terminate this

Agreement upon thirty (30) days' written notice to the other party of its

intention to do so.

(2) Upon termination of this Agreement, all authorizations, rights and

obligations shall cease except (a) the agreements contained in Section E

hereof; (b) the indemnity set forth in Section G hereof; and (c) the

obligations to settle accounts hereunder, including payments on premiums

subsequently received for Contracts in effect at the time of termination or

issued pursuant to applications received by Broker prior to termination.

G. Indemnity

(1) Broker shall be held to the exercise of reasonable care in carrying out the

provisions of this Agreement.

(2) Distributor agrees to indemnify and hold harmless Broker and each officer

or director of Broker against any losses, claims, damages or liabilities,

joint or several, to which Broker or such officer or director become

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

damages or liabilities (or actions

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in respect thereof) arise out of or are based upon any untrue statement or

alleged untrue statement of a material fact, required to be stated therein

or necessary to make the statements therein not misleading, contained in

any Registration Statement or any post-effective amendment thereof or in

the Prospectus or any amendment or supplement to the Prospectus.

(3) Broker agrees to indemnify and hold harmless Company and Distributor and

each of their current and former directors and officers and each person, if

any, who controls or has controlled Company or Distributor within the

meaning of the 1933 Act or the 1934 Act, against any losses, claims,

damages or liabilities to which Company or Distributor and any such

director or officer or controlling person may become subject, under the

1933 Act or otherwise, insofar as such losses, claims, damages or

liabilities (or actions in respect thereof) arise out of or are based upon:

(a) Any unauthorized use of sales materials or any verbal or written

misrepresentations or any unlawful sales practices concerning the

Contracts by Brokers; or

(b) Claims by agents or representatives or employees of Broker for

commissions, service fees, development allowances or other

compensation or renumeration of any type;

(c) The failure of Broker, its officers, employees, or agents to comply

with the provisions of this Agreement; and Broker will reimburse

Company and Distributor and any director or officer or controlling

person of either for any legal or other expenses reasonably incurred

by Company, Distributor, or such director, officer or

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controlling person in connection with investigating or defending any

such loss, claims, damage, liability or action. This indemnity

agreement will be in addition to any liability which Broker may

otherwise have.

E. Assignability

This Agreement shall not be assigned by either party without the written

consent of the other.

I. Governing Law

This Agreement shall be governed by and construed in accordance with the

laws of the State of New Jersey.

In Witness Whereof, the parties hereto have caused this Agreement to be

duly executed as of the day and year first above written.

PRUCO SECURITIES CORPORATION

(Distributor)

By

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(Broker)

By

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