PARTICIPATION AGREEMENT



     THIS AGREEMENT, made and entered into this 25th day of July, 2000 by and

between GOLDMAN SACHS VARIABLE INSURANCE TRUST, an unincorporated business trust

formed under the laws of Delaware (the "Trust"), GOLDMAN, SACHS & CO., a New

York limited partnership (the "Distributor"), and PRUCO LIFE INSURANCE COMPANY

OF NEW JERSEY, a New Jersey life insurance company (the "Company"), on its own

behalf and on behalf of each separate account of the Company identified herein.



     WHEREAS, the Trust is a series-type mutual fund offering shares of

beneficial interest (the "Trust shares") consisting of one or more separate

series ("Series") of shares, each such Series representing an interest in a

particular investment portfolio of securities and other assets (a "Fund"), and

which Series may be subdivided into various classes ("Classes") with each such

Class supporting a distinct charge and expense arrangement; and



     WHEREAS, the Trust was established for the purpose of serving as an

investment vehicle for insurance company separate accounts supporting variable

annuity contracts and variable life insurance policies to be offered by

insurance companies and may also be utilized by qualified retirement plans; and



     WHEREAS, the Distributor has the exclusive right to distribute Trust shares

to qualifying investors; and



     WHEREAS, the Company desires that the Trust serve as an investment vehicle

for a certain separate account(s) of the Company and the Distributor desires to

sell shares of certain Series and/or Class(es) to such separate account(s);



     NOW, THEREFORE, in consideration of their mutual promises, the Trust, the

Distributor and the Company agree as follows:



                                    ARTICLE I

                             ADDITIONAL DEFINITIONS



     1.1. "Account" -- the separate account of the Company described more

specifically in Schedule 1 to this Agreement. If more than one separate account

is described on Schedule 1, the term shall refer to each separate account so

described.



     1.2. "Business Day" -- each day that the Trust is open for business as

provided in the Trust's Prospectus.



     1.3. "Code" -- the Internal Revenue Code of 1986, as amended, and any

successor thereto.



     1.4. "Contracts" -- the class or classes of variable annuity contracts

and/or variable life insurance policies issued by the Company and described more

specifically on Schedule 2 to this Agreement.



     1.5. "Contract Owners" -- the owners of the Contracts, as distinguished

from all Product Owners.





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     1.6. "Participating Account" -- a separate account investing all or a

portion of its assets in the Trust, including the Account.



     1.7. "Participating Insurance Company" -- any insurance company investing

in the Trust on its behalf or on behalf of a Participating Account, including

the Company.



     1.8. "Participating Plan" -- any qualified retirement plan investing in the

Trust.



     1.9. "Participating Investor" -- any Participating Account, Participating

Insurance Company or Participating Plan, including the Account and the Company.



     1.10. "Products" -- variable annuity contracts and variable life insurance

policies supported by Participating Accounts, including the Contracts.



     1.11. "Product Owners" -- owners of Products, including Contract Owners.



     1.12. "Trust Board" -- the board of trustees of the Trust.



     1.13. "Registration Statement" -- with respect to the Trust shares or a

class of Contracts, the registration statement filed with the SEC to register

such securities under the 1933 Act, or the most recently filed amendment

thereto, in either case in the form in which it was declared or became

effective. The Contracts' Registration Statement for each class of Contracts is

described more specifically on Schedule 2 to this Agreement. The Trust's

Registration Statement is filed on Form N-lA (File No. 333-35883).



     1.14. "1940 Act Registration Statement" -- with respect to the Trust or the

Account, the registration statement filed with the SEC to register such person

as an investment company under the 1940 Act, or the most recently filed

amendment thereto. The Account's 1940 Act Registration Statement is described

more specifically on Schedule 2 to this Agreement. The Trust's 1940 Act

Registration Statement is filed on Form N-1A (File No. 811-08361).



     1.15. "Prospectus" -- with respect to shares of a Series (or Class) of the

Trust or a class of Contracts, each version of the definitive prospectus or

supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act.

With respect to any provision of this Agreement requiring a party to take action

in accordance with a Prospectus, such reference thereto shall be deemed to be to

the version for the applicable Series, Class or Contracts last so filed prior to

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