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		MyRock Correspondence 3.6.2020 Combined Document

Mary K. Johnson

Vice President, Corporate Counsel

 The Prudential Insurance Company of America

280 Trumbull Street, Hartford, CT  06103

Tel   860-534-7704

kate.johnson@prudential.com

March 6, 2020

VIA EDGAR

Alberto H. Zapata, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:

 Response to SEC Staff Comments on Post-Effective Amendment No. 4

to Registration Statement on Form N-4

SEC File Nos. 333-230983 and 811-07325

Pruco Life Flexible Premium Variable Annuity Account (Registrant)

Pruco Life Insurance Company (Depositor)

Dear Mr. Zapata:

On behalf of the above-referenced Registrant, below are responses to Staff comments, taken orally on February 28, 2020, on the registration statement noted above.  Included in this submission are pages from the prospectus marked to show the changes described below. Page references below correspond to the page numbers identified in the comments. Assuming the revisions are satisfactory, they will be included in Post-Effective Amendment No. 6, along with the non-material revisions and updates to financial information we will make as part of the annual post-effective amendment process.  As discussed, we intend to submit that filing under Rule 485(b) on or about April 3, 2020 and will also file a post-effective amendment under Rule 485(b)(1)(iii) to delay effectiveness of Post-Effective Amendment No. 4.

The Staff’s comments and our responses are as follows:

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1.Comment:

Rate sheet-If there are any significant conditions to be applied to the contract owner’s ability to opt out of any increase in the charge for the Dynamic Income Benefit, please describe in the rate sheet or provide a cross reference to the relevant disclosure in the prospectus.

Response:

We have added a cross reference to the section of the prospectus that describes the opt out process under which a contract owner can refuse an increase in the benefit charge and the 5% reduction in the income amount that would result from such an opt out.

2, 3 Comment:

Glossary (p.1)

Please revise the second paragraph of the definition of “Advisory Fees” in plain English and clarify “they” in the first sentence of that paragraph.

Response:

We have revised the second paragraph in the definition of “Advisory Fees” as requested.

4.Comment:

Summary of Contract Fees and Charges (p.5)

Please confirm that the amounts shown in “Annualized Insurance Fees/Charges” are the maximum charges for the contracts offered by this prospectus.

Response:

We confirm that the amounts shown in the Annualized Insurance Fees/Charges table are the maximum for the contracts offered by this prospectus.

5.Comment:

Narrative preceding “Optional Benefit Fees and Charges” (p.5)

Please revise the description of the charge presentation to account for new information containing the highest combination of possible charges, clarify that optional benefits need not be purchased together, and provide any restrictions on concurrent election of optional benefits.

Response:

We have revised the narrative preceding the table of “Optional Benefit Fees and Charges” as requested.

6. Comment:

“Optional Benefit Fees and Charges” (p.6)

Revise the table to include all possible combinations of benefit charges and Annualized Insurance Fees/Charges and describe the differing bases for the charges in a footnote to the table.

Response:

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We have revised the table of “Optional Benefit Fees and Charges” to provide the highest combination of charges based on the election of optional benefits that can be in effect on the contract at one time and clarified the bases for the charges in footnotes to the table.

7. Comment:

Please provide updated information in the table of “Underlying Portfolio Annual Expenses” and other required financial information as of December 31, 2019.

Response:

We will provide the required updates including required financial information as of December 31, 2019 in Post-Effective Amendment No. 6 to the Registration Statement, which we intend to file via EDGAR on or about April 3, 2020.

8. Comment:

“Expense Examples” (p.15)

Confirm that the examples reflect the most expensive combination of features that can be elected together.

Response:

We confirm that the examples include the most expensive combination of features that can be elected together.

9. Comment:

“Access to Your Money, Annuity Payments” (p.19)

In relation to the sentence, “[w]e offer different types of annuity options to meet your needs,” clarify what other annuity options are available.

Response:

We have revised that sentence to clarify the types of annuity options available under the contract.

10. Comment:

“Prudential Dynamic Income Benefit” (p. 20)

Please confirm that investment limitations associated with the benefit, if any, are described.

Response:

We have added disclosure indicating that there are no investment limitations in effect currently and the effect of any subsequent limitations on contracts with the benefit at the time any such limitations are implemented.  Conforming disclosure has also been added to the “Other Important Considerations” section of the benefit disclosure on page 61.

11. Comment:

“Market Value Adjustment” (p.26)

Provide a cross-reference to the registration statement under which the securities offered through the DCA MVA Option are registered.

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Response:

We have added the cross reference.

12. Comment:

Include all required updated financial and other information and exhibits not included in Post-effective Amendment No. 4.

Response:

Post-effective Amendment No. 6 to the Registration Statement, which will be filed via EDGAR on or about April 3, 2020, will include financial as of December 31, 2019 and other necessary information.

If you have any questions, please call me at (860) 534-7704.

Sincerely,

/s/Mary K. Johnson

Mary K. Johnson

Vice President, Corporate Counsel

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THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRUDENTIAL MyRockSM ADVISOR VARIABLE ANNUITY

PRUCO LIFE INSURANCE COMPANY

PRUCO LIFE FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT

Supplement dated ________, 2020 To Prospectus dated ______________, 2020

RATE SHEET SUPPLEMENT FOR:

 PRUDENTIAL DYNAMIC INCOME BENEFIT

This Rate Sheet Prospectus Supplement (this “Supplement”) applies only to the benefit noted above and should be read and retained with the prospectus for the Prudential MyRockSM Advisor Variable Annuity (the “Annuity”). If you would like another copy of the prospectus, please call us at 1-888-PRU-2888.

This Supplement provides the Initial Income Percentages and Income Deferral Rates we are currently offering for the Prudential Dynamic Income Benefit available with the Annuity. This Supplement replaces and supersedes any previously issued Rate Sheet Prospectus Supplement(s) for the Prudential Dynamic Income Benefit (“Dynamic Income Benefit”), and must be used with an effective prospectus for the Annuity.

The following rates are effective between ________, 2020 and _______, 2020:

•

 Initial Income Percentages for Purchase Payments made to Annuities with the Dynamic Income Benefit, and new elections of the Dynamic Income Benefit*

•

 Income Deferral Rates for new elections of the Dynamic Income Benefit*

Initial Income Percentages and Income Deferral Rates for new elections of the Dynamic Income Benefit and Initial Income Percentages below for additional Purchase Payments made when the benefit is in effect may be different from those shown below after______________, 2020. Please visit www.PrudentialAnnuities.com/investor/prospectuses or work with your Financial Professional to confirm the most current rates.

Initial Income Percentages

The applicable Initial Income Percentage is based on the attained age of the Designated Life (younger Spousal Designated Life for Spousal benefit) as of the date the Purchase Payment(s) or, for new elections of the Dynamic Income Benefit, the benefit election form, is received in Good Order, according to the tables below:

Age

 Single

Percentage

 Spousal

Percentage

 Age

 Single

Percentage

 Spousal

Percentage

45

 66

46

 67

47

 68

48

 69

49

 70

50

 71

51

 72

52

 73

53

 74

54

 75

55

 76

56

 77

57

 78

58

 79

59

 80

60

 81

61

 82

62

 83

63

 84

64

 85

65

MYROCKDYNRT[MM/YY]

Income Deferral Rates

The applicable Income Deferral Rate at election of the Dynamic Income Benefit is based on the attained age of the Designated Life (younger Spousal Designated Life for Spousal benefit) as of the date we receive your Annuity application or benefit election form in Good Order, and then increases on certain Benefit Anniversaries according to the tables listed below:

Age on Benefit Issue Date or Benefit

Anniversary

 Income Deferral Rate

[45 – 49]

 [x.xx]%

[50 – 54]

 [x.xx]%

[55 – 59]

 [x.xx]%

[60 – 64]

 [x.xx]%

[65 – 69]

 [x.xx]%

*In order for you to receive the rates reflected in this Supplement, your Annuity application or benefit election form must be signed within the time period disclosed above. From the date you sign your Annuity application or elect the Dynamic Income Benefit, we must also receive that paperwork in Good Order within 15 calendar days, and new Annuities must be funded within 45 calendar days. (Please note that if you plan to fund your new Annuity with multiple Purchase Payments, each Purchase Payment after the initial Purchase Payment will receive the Initial Income Percentage in effect at the time the Purchase Payment is applied to the Annuity but the Income Deferral Rate at issue will apply to all Purchase Payments.) If these conditions are not met, and you decide to proceed with the purchase of the Annuity, additional paperwork will be required to issue the contract with the applicable rates in effect at that time. Under certain circumstances we may waive these conditions or extend these time periods in a nondiscriminatory manner.

Subject to the rules stated above, it is important to note that if either (1) Initial Income Percentages; and/ or (2) the Income Deferral Rates (collectively the “set of rates”) that we are currently offering on the effective date of the benefit is higher than the set of rates we were offering on the date you signed the applicable paperwork and neither the Initial Income Percentages nor any Income Deferral Rates have decreased, you will receive that higher set of rates. If any rates have decreased when we compare the set of rates that we were offering on the day you signed your paperwork to the set of rates that we are offering on the effective date of the benefit, your Dynamic Income Benefit will be issued with the set of rates that were in effect on the day you signed your paperwork.

NON-GUARANTEED ELEMENTS

The Prudential Dynamic Income Benefit Charge is a quarterly charge assessed against Account Value at each quarterly anniversary of the Benefit Effective Date and may be increased one or more times on or after the 3rd anniversary of the Benefit Effective Date up to the maximum annual rate shown below. We will notify you in advance of any change to the charge and you will be given an opportunity to “opt out” of any charge increase subject to certain conditions.   See “Fees, Charges and Deductions - Charges for Optional Living and Death Benefits” in the prospectus for information about this opt out process including the requirement to accept a 5% reduction in the Annual Income Amount.

 Current

 Maximum

Prudential Dynamic Income Benefit Charge

 0.40%

 1.00%

MYROCKDYNRT[MM/YY]

GLOSSARY OF TERMS

We set forth here definitions of some of the key terms used throughout this prospectus. In addition to the definitions here, we also define certain terms in the section of the prospectus that uses such terms.

Account Value: The total value of all allocations to the Sub-accounts and/or the DCA MVA Option on any Valuation Day. The Account Value is determined separately for each Sub-account and for each DCA MVA Option and then totaled to determine the Account Value for your entire Annuity. The Account Value of each DCA MVA Option will be calculated using an MVA factor, if applicable.

Accumulation Period: The period of time from the Issue Date through the last Valuation Day immediately preceding the Annuity Date.

Adjusted Purchase Payments: Purchase Payments we receive less any fees, charges or Tax Charges we deduct prior to allocation to the Sub-account(s) you select.

Advisory Fees: The amount we allow to be taken from your Annuity to pay your investment advisor for advisory services in connection with the Annuity that is eligible for special tax treatment when taken in connection with a nonqualified Annuity, and, when the Dynamic Income Benefit is in effect on an Annuity, will not directly reduce the Annual Income Amount, as described below. Advisory Fees will not be considered taxable distributions from Annuities used in qualified plans, or from nonqualified Annuities when such fees are in compliance with the conditions of the Private Letter Ruling described in “Tax Considerations-Nonqualified Annuities” later in this prospectus, including that the amount of such fees does not exceed 1.50% of the Account Value in a calendar year.

When an Annuity has the Dynamic Income Benefit in effect, Advisory Fees will not reduce the Annual Income Amount in the year in which  the Advisory Fees  are taken.  However, when Income Withdrawals are being taken under the benefit, Advisory Fees will reduce the Income Base by the ratio of the amount of the Advisory Fee to the Unadjusted Account Value immediately before the Advisory Fee is taken and thereby can reduce the Annual Income Amount in future years.  We do not allow investment advisors to request withdrawals from the Annuity to pay the investment advisor’s fee when the Defined Income Benefit is in effect.

Annual Income Amount: The annual amount that can be withdrawn without being considered Excess Income under the Dynamic Income Benefit as determined for each Benefit Year. The Annual Income Amount will vary from year to year due to Account performance and can be lower in one Benefit Year than in the prior Benefit Year even if no Excess Income is taken.

Annuitant/Joint Annuitant: The natural person(s) upon whose life annuity payments made to the Owner are based.

Annuitization: The process by which you direct us to apply the Unadjusted Account Value to one of the available annuity options to begin making periodic payments to you.

Annuity Date: The date on which we apply your Unadjusted Account Value to the applicable annuity option and begin the payout period. As discussed in the Annuity Options section, there is an age by which you must begin receiving annuity payments, which we call the “Latest Annuity Date.”

Annuity Year: The first Annuity Year begins on the Issue Date and continues through and includes the day immediately preceding the first anniversary of the Issue Date. Subsequent Annuity Years begin on the anniversary of the Issue Date and continue through and include the day immediately preceding the next anniversary of the Issue Date.

Beneficiary(ies): The natural person(s) or entity(ies) designated as the recipient(s) of the Death Benefit or to whom any remaining period certain payments may be paid in accordance with the annuity payout options section of this Annuity.

Beneficiary Annuity: You may purchase an Annuity if you are a Beneficiary of an account that was owned by a decedent, subject to the requirements