Filed with the Securities and Exchange Commission on June 27, 2008
                                                    Registration No. 333-136996
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   Form S-3

                               -----------------

                        Post-Effective Amendment No. 9

                            Registration Statement
                                     Under
                          The Securities Act of 1933*

                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
            (Exact name of registrant as specified in its charter)

                                  CONNECTICUT
        (State or other jurisdiction of incorporation or organization)

                                      63
           (Primary Standard Industrial Classification Code Number)

                                  06-1241288
                     (I.R.S. Employer Identification No.)

        ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 926-1888
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    JOSEPH D. EMANUEL, CHIEF LEGAL OFFICER
        ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484 (203) 944-7504
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   Copy To:

                         C. CHRISTOPHER SPRAGUE, ESQ.
        One Corporate Drive, Shelton, Connecticut 06484 (203) 402-1233

Approximate date of commencement of proposed sale to the public: June 30, 2008
or as soon as practicable after the effective date of this Registration
Statement

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following: [x].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [_]

If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box [_]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


                                                                     
Large accelerated filer [_]                                                Accelerated filer [_]
Non-accelerated filer [X]    (Do not check if a smaller reporting company) Smaller reporting company [_]


                               -----------------

                        Calculation of Registration Fee

- -------------------------------------------------------------------------------
                                           Proposed    Proposed
                                            maximum     maximum
Title of each class               Amount   offering    aggregate    Amount of
of securities to be               to be    price per   offering    registration
registered                      registered   unit       price**        fee
- -------------------------------------------------------------------------------
Market Value Adjusted Annuity
  Contracts....................                      $35,789,769.0  $10,845.00
- ------------------------------------------------------------------------------

*  Securities are not issued in predetermined units

** Registration fee for these securities, in the amount of $10,845.00, was paid
   at the time the securities were originally registered on Form S-2 as filed
   by Prudential Annuities Life Insurance Corporation on April 24, 1997.

Prudential Annuities Distributors, Inc., the principal underwriter of these
contracts under a "best efforts" arrangement, will be reimbursed by Prudential
Annuities Life Assurance Corporation for its costs and expenses incurred in
connection with the sale of these contracts.

================================================================================



                                     Note:

Registrant is filing this Post-Effective Amendment No. 9 to Registration
Statement No. 333-136996 for the purpose of including in the Registration
Statement two Prospectus Supplements. The Prospectus and Part II that were
filed as part of Post-Effective Amendment No. 6 filed with the SEC on April 18,
2008, as supplemented, are hereby incorporated by reference. Other than as set
forth herein, this Post-Effective Amendment does not amend or delete any other
part of this Registration Statement.




                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION


 ADVANCED SERIES ADVISOR PLAN III
 ADVANCED SERIES APEX II
 ADVANCED SERIES XTRA CREDIT SIX
 ADVANCED SERIES LIFEVEST II

 ADVANCED SERIES ADVISORS CHOICE(R) 2000
 (marketed by some firms as "Advisors Select 2000")


                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008

 This supplement should be read and retained with the prospectus for your
 Annuity. If you would like another copy of the prospectus, please call us at
 1-888-PRU-2888.


 This supplement is being issued to describe enhancements that are being made
 to certain optional living benefits available under each of the
 above-referenced Annuities. The terms used in this supplement are defined in
 the Glossary of Terms in the prospectus. With respect to Highest Daily
 Lifetime Seven, we (a) revise the way that certain withdrawals of the Annual
 Income Amount are impacted by the Contingent Deferred Sales Charge ("CDSC")
 (b) add an optional death benefit, (the "Highest Daily Lifetime Seven with
 Beneficiary Income Option") (c) add an optional benefit that increases the
 Annual Income Amount if the owner qualifies for increased payments, (the
 "Highest Daily Lifetime Seven with Lifetime Income Accelerator") (d) increase
 the range of "permitted portfolios" that you may elect if you have chosen the
 benefit, with some restrictions and (e) modify the asset transfer formula
 under the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. For Spousal Highest Daily Lifetime
 Seven, we (a) revise the way that certain withdrawals of the Annual Income
 Amount are impacted by CDSC (b) add an optional death benefit (the "Spousal
 Highest Daily Lifetime Seven with Beneficiary Income Option") (c) increase the
 range of "permitted portfolios" that you may elect if you have chosen the
 benefit, with some restrictions and (d) modify the asset transfer formula
 under the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. The Highest Daily Lifetime Seven with
 Beneficiary Income Option and the Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option allow the beneficiary to continue to withdraw the
 Annual Income Amount until the Protected Withdrawal Value is depleted. Thus,
 the option may be appropriate for an Annuity Owner who wants to provide an
 additional death benefit option to his/her beneficiary.

 The Highest Daily Lifetime Seven with Lifetime Income Accelerator provides a
 benefit under which the Annuity Owner may withdraw double the Annual Income
 Amount once he/she meets the benefit's eligibility requirements (e.g., being
 confined to a qualified nursing facility or being unable to perform two daily
 life activities as defined below). Thus, this benefit may be appropriate for
 an Annuity Owner who may meet these requirements at a future date.


 Except as otherwise provided here, the description of each optional living
 benefit set forth in the May 1, 2008 prospectus remains unchanged.

 This supplement also discusses certain changes to the Advanced Series Lifevest
 II Annuity ("ASL II"). Specifically, we have removed limitations on the amount
 of the basic Death Benefit paid under ASLII when death occurs on or after the
 decedent's age 85. We are also adding a restriction that the ASLII Annuity is
 only available for purchase up to age 85.

 CHANGES TO HIGHEST DAILY LIFETIME SEVEN


 A. Addition of Death Benefit (HD Lifetime Seven with Beneficiary Income
    Option/SM/)

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 Annuity Owner may opt for a death benefit, the value of which is linked to the
 Annual Income Amount under the benefit. As detailed below, a beneficiary
 taking the Annuity's death benefit under this feature is paid the Annual
 Income Amount until the Protected Withdrawal Value is depleted. (Note that the
 final payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). If you choose the Highest Daily Lifetime Seven with
 Beneficiary Income Option, the maximum charge we may impose is 2.00% of
 Protected Withdrawal Value ("PWV") annually. We currently assess a charge of
 0.95% of PWV annually. See the table entitled "Your Optional Benefit Fees and
 Charges" in the prospectus for a description of all fees and charges related
 to optional benefits.





 1. To reflect this death benefit option, we add the following to the
    description of Highest Daily Lifetime Seven, immediately after the
    sub-section entitled Additional Tax Considerations:

 HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. We refer to this optional death
 benefit as the Beneficiary Income Option or ("BIO"). You may choose Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit. You must elect the Beneficiary Income Option death benefit at
 the time you elect Highest Daily Lifetime Seven. If you elect Highest Daily
 Lifetime Seven prior to your state's approval of the Beneficiary Income Option
 and would like to add this feature later, you must terminate the Highest Daily
 Lifetime Seven benefit and elect the Highest Daily Lifetime Seven with
 Beneficiary Income Option. If you elected the Highest Daily Lifetime Seven
 benefit, you will have a 90 day transition period from the date the
 Beneficiary Income Option is approved in your state of residence to terminate
 your Highest Daily Lifetime Seven benefit and elect the Highest Daily Lifetime
 benefit with Beneficiary Income Option. After the 90 day transition period,
 you may elect to add the Beneficiary Income Option on any anniversary of the
 Issue Date in accordance with the eligibility rules and restrictions described
 in the "Election of and Designations under the Program" section of the
 prospectus describing the Highest Daily Lifetime Seven benefit. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose the
 guarantees that you had accumulated under your Highest Daily Lifetime Seven
 benefit and will begin new guarantees under the Highest Daily Lifetime Seven
 with BIO benefit based on the Account Value as of the date the new benefit
 becomes active.

 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election. For purposes of
 this optional death benefit, we calculate the Annual Income Amount and
 Protected Withdrawal Value in the same manner that we do under Highest Daily
 Lifetime Seven itself (except that for XTra Credit SIX, we exclude from the
 Protected Withdrawal Value the amount of any Credit that was granted within 12
 months prior to death). Because the fee for this benefit is based on the
 Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven with the
 beneficiary income option may be greater than it would have been based on the
 Account Value alone.

 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic death benefit
 under the Annuity (b) the Protected Withdrawal Value and (c) the Annual Income
 Amount. If there were no withdrawals prior to the date of death, then we
 calculate the Protected Withdrawal Value for purposes of this death benefit as
 of the date of death, and we calculate the Annual Income Amount as if there
 were a withdrawal on the date of death. If there were withdrawals prior to the
 date of death, then we set the Protected Withdrawal Value and Annual Income
 Amount for purposes of this death benefit as of the date that we receive due
 proof of death.

 If there is one beneficiary, he/she must choose to receive either the basic
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Thus, each beneficiary can choose to take
 his/her portion of either (a) the basic death benefit or (b) the Beneficiary
 Income Option death benefit. In order to receive the Beneficiary Income Option
 death benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:


   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount, equal to $3,750
       annually (i.e., the first beneficiary's 75% share multiplied by $5000),
       is then paid each year for the 20 year period. Payment of $3,750 for 20
       years results in total payments of $75,000 (i.e., the first
       beneficiary's 75% share of the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

                                      2



 If you elect to terminate Highest Daily Lifetime Seven with Beneficiary Income
 Option, both Highest Daily Lifetime Seven and that death benefit option will
 be terminated. You may not terminate the death benefit option without
 terminating the entire benefit. If you terminate Highest Daily Lifetime Seven
 with Beneficiary Income Option, your ability to elect other optional living
 benefits will be affected as indicated in the "Election and Designations under
 the Program" section, above.


 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Beneficiary Income Option:

 Highest Daily Lifetime Seven with Beneficiary Income Option: maximum charge of
 2.00% of PWV; current charge of 0.95% of PWV. *





        Total Maximum Charges                   Total Current Charges
- -------------------------------------  ---------------------------------------
                                        
ASAPIII:  1.25% of Sub-account net     ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net     APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net     ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
XT6:      1.65% of Sub-account net     XT6:      1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven with Beneficiary Income Option. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For XT6, 0.95% of
    PWV is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts in Annuity Years 1-10 and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years.

B. Addition of Lifetime Income Accelerator Feature (HD Lifetime Seven with
   Lifetime Income Accelerator/SM/).

 1. The following is added at the end of the section concerning Highest Daily
    Lifetime Seven.

 HD Lifetime Seven with Lifetime Income Accelerator/SM/. We offer another
 version of Highest Daily Lifetime Seven that we call Highest Daily Lifetime
 Seven with Lifetime Income Accelerator ("Highest Daily Lifetime Seven with
 LIA"). This version is only being offered in those jurisdictions where we have
 received regulatory approval and will be offered subsequently in other
 jurisdictions when we receive regulatory approval in those jurisdictions.
 Highest Daily Lifetime Seven with LIA is offered as an alternative to other
 lifetime withdrawal options. If you elect this benefit, you may not elect any
 other optional benefit. The income benefit under Highest Daily Lifetime Seven
 with LIA currently is based on a single "designated life" who is between the
 ages of 55 and 75 on the date that the benefit is elected. If you elected the
 Highest Daily Lifetime Seven benefit prior to your state's approval of LIA,
 you will have a 90 day transition period from the date the Highest Daily
 Lifetime Seven with Lifetime Income Accelerator is approved in your state of
 residence to terminate your Highest Daily Lifetime Seven benefit and elect the
 Highest Daily Lifetime Seven with LIA benefit. After the 90 day transition
 period, you may elect to add the Lifetime Income Accelerator option on any
 anniversary of the Issue Date in accordance with the eligibility rules and
 restrictions described in the "Election of and Designations under the Program"
 section of the prospectus describing the Highest Daily Lifetime Seven benefit.
 If you terminate your Highest Daily Lifetime Seven Benefit to elect the
 Highest Daily Lifetime Seven with LIA benefit, you will lose the guarantees
 that you had accumulated under your Highest Daily Lifetime Seven benefit and
 will begin the new guarantees under the Highest Daily Lifetime Seven benefit
 with LIA based on the account value as of the date the new benefit becomes
 active.

 Highest Daily Lifetime Seven with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime Seven
 with LIA, the maximum charge is 2.00% of Protected Withdrawal Value ("PWV")
 annually. We deduct the current charge (0.95% of PWV) at the end of each
 quarter, where each such quarter is part of a year that begins on the
 effective date of the benefit or an anniversary thereafter. Thus, on each such
 quarter-end (or the next Valuation Day, if the quarter-end is not a Valuation
 Day), we deduct 0.2375% of the Protected Withdrawal Value at the end of the
 quarter. We deduct the fee pro rata from each of your Sub-accounts including
 the AST Investment Grade Bond Portfolio Sub-account. Since this fee is based
 on the protected withdrawal value, the fee for Highest Daily Lifetime Seven
 with LIA may be greater than it would have been, had it been based on the
 Account Value alone. If the fee to be deducted exceeds the current Account
 Value, we will reduce the Account Value to zero, and continue the benefit as
 described below.


 If this benefit is being elected on an Annuity held as a 403 (b) plan, then in
 addition to meeting the eligibility requirements listed below for the LIA
 Amount you must separately qualify for distributions from the 403 (b) plan
 itself.

 You may choose Highest Daily Lifetime Seven without also electing LIA, however
 you may not elect LIA without Highest Daily Lifetime Seven. All terms and
 conditions of Highest Daily Lifetime Seven apply to this version of the
 benefit, except as described herein. Currently, if you elect Highest Daily
 Lifetime Seven with LIA and subsequently terminate the benefit, you will be
 able to

                                      3



 re-elect Highest Daily Lifetime Seven with LIA but all conditions of the
 benefit described below must be met, and you may be subject to a waiting
 period until you can elect this or another lifetime withdrawal benefit.


 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months,
 from the benefit effective date, and an elimination period of 120 days, from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Day
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, either or both of the following requirements ("LIA
 conditions") must be met. It is not necessary to meet both conditions:


   (1) The designated life is confined to a qualified nursing facility. A
   qualified nursing facility is a facility operated pursuant to law or any
   state licensed facility providing medically necessary in-patient care which
   is prescribed by a licensed physician in writing and based on physical
   limitations which prohibit daily living in a non-institutional setting.

   (2) The designated life is unable to perform two or more basic abilities of
   caring for oneself or "activities of daily living." We define these basic
   abilities as:

   i. Eating: Feeding oneself by getting food into the body from a receptacle
   (such as a plate, cup or table) or by a feeding tube or intravenously.

   ii. Dressing: Putting on and taking off all items of clothing and any
   necessary braces, fasteners or artificial limbs.

   iii. Bathing: Washing oneself by sponge bath; or in either a tub or shower,
   including the task of getting into or out of the tub or shower.

   iv. Toileting: Getting to and from the toilet, getting on and off the
   toilet, and performing associated personal hygiene.

   v. Transferring: Moving into or out of a bed, chair or wheelchair.

   vi. Continence: Maintaining control of bowel or bladder function; or when
   unable to maintain control of bowel or bladder function, the ability to
   perform personal hygiene (including caring for catheter or colostomy bag).

 You must notify us when the LIA conditions have been met. If, when we receive
 such notification, there are more than 120 days remaining until the end of the
 waiting period described above, you will not be eligible for the LIA Amount.
 If there are 120 days or less remaining until the end of the waiting period
 when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. Once eligibility is
 determined, the LIA Amount is equal to double the Annual Income Amount as
 described in this prospectus under the Highest Daily Lifetime Seven Benefit.


 Additionally, we will reassess your eligibility on an annual basis although
 your LIA benefit for the year that immediately precedes our reassessment will
 not be affected if it is determined that you are no longer eligible. Your
 first reassessment may occur in the same year as your initial assessment. If
 we determine you are no longer eligible to receive the LIA Amount, upon the
 next Annuity Anniversary the Annual Income Amount would replace the LIA
 Amount. There is no limit on the number of times you can become eligible for
 the LIA Amount, however, each time would require the completion of the 120-day
 elimination period, notification that the designated life meets the LIA
 conditions, and determination, through our then current administrative
 process, that you are eligible for the LIA Amount, each as described above.


 LIA amount at the first Withdrawal. If your first withdrawal subsequent to
 election of Highest Daily Lifetime Seven with LIA occurs while you are
 eligible for the LIA Amount, the available LIA Amount is equal to double the
 Annual Income Amount.

 LIA amount after the First Withdrawal. If you become eligible for the LIA
 Amount after you have taken your first withdrawal, the available LIA amount
 for the current and subsequent Annuity Years is equal to double the then
 current Annual Income Amount, however the available LIA amount in the current
 Annuity Year is reduced by any withdrawals that have been taken in the current
 Annuity Year. Cumulative withdrawals in an Annuity Year which are less than or
 equal to the LIA Amount (when eligible for the LIA amount) will not reduce
 your LIA Amount in subsequent Annuity Years, but any such withdrawals will
 reduce the LIA Amount on a dollar-for-dollar basis in that Annuity Year.

 Withdrawals In Excess of the LIA amount. If your cumulative withdrawals in an
 Annuity Year are in excess of the LIA Amount when you are eligible ("Excess
 Withdrawal"), your LIA Amount in subsequent years will be reduced (except with
 regard to required minimum distributions) by the result of the ratio of the
 excess portion of the withdrawal to the Account Value immediately prior to the
 Excess Withdrawal. Reductions include the actual amount of the withdrawal,
 including any CDSC that may apply. Withdrawals of any amount up to and
 including the LIA Amount will reduce the Protected Withdrawal Value by the

                                      4



 amount of the withdrawal. Excess Withdrawals will reduce the Protected
 Withdrawal Value by the same ratio as the reduction to the LIA Amount. Any
 withdrawals that are less than or equal to the LIA amount (when eligible) but
 in excess of the free withdrawal amount available under this Annuity will not
 incur a CDSC.

 Withdrawals are not required. However, subsequent to the first withdrawal, the
 LIA Amount is not increased in subsequent Annuity Years if you decide not to
 take a withdrawal in an Annuity Year or take withdrawals in an Annuity Year
 that in total are less than the LIA Amount.

 Purchase Payments. If you are eligible for the LIA Amount as described under
 "Eligibility Requirements for LIA Amount" and you make an additional Purchase
 Payment, we will increase your LIA Amount by double the amount we add to your
 Annual Income Amount.

 Step Ups. If your Annual Income Amount is stepped up, your LIA Amount will be
 stepped up to equal double the stepped up Annual Income Amount.

 Guarantee Payments. If your Account Value is reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the LIA Amount, or as a
 result of the fee that we assess for Highest Daily Lifetime Seven with LIA,
 and there is still a LIA Amount available, we will make an additional payment
 for that Annuity Year equal to the remaining LIA Amount. Thus, in that
 scenario, the remaining LIA Amount would be payable even though your Account
 Value was reduced to zero. In subsequent Annuity Years we make payments that
 equal the LIA Amount as described in this section. We will make payments until
 the death of the single designated life. Should the designated life no longer
 qualify for the LIA amount (as described under "Eligibility Requirements for
 LIA Amount" above), the Annual Income Amount would continue to be available.
 Subsequent eligibility for the LIA Amount would require the completion of the
 120 day elimination period as well as meeting the LIA conditions listed above
 under "Eligibility Requirements for LIA Amount". To the extent that cumulative
 withdrawals in the current Annuity Year that reduce your Account Value to zero
 are more than the LIA Amount (except in the case of required minimum
 distributions), Highest Daily Lifetime Seven with LIA terminates, and no
 additional payments are made.

 Annuity Options. In addition to the Highest Daily Lifetime Seven Annuity
 Options described above, after the 10th benefit anniversary you may also
 request that we make annuity payments each year equal to the Annual Income
 Amount. In any year that you are eligible for the LIA Amount, we make annuity
 payments equal to the LIA Amount. If you would receive a greater payment by
 applying your Account Value to receive payments for life under your Annuity,
 we will pay the greater amount. Prior to the 10th benefit anniversary this
 option is not available.

 We will continue to make payments until the death of the Designated Life. If
 this option is elected, the Annual Income Amount and LIA Amount will not
 increase after annuity payments have begun.


 If you elect Highest Daily Lifetime Seven with LIA, and never meet the
 eligibility requirements you will not receive any additional payments based on
 the LIA Amount.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Optional Lifetime Income Accelerator:

 Highest Daily Lifetime Seven w/Optional Lifetime Income Accelerator: maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *





         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
ASAPIII:  1.25% of Sub-account net       ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net       APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net       ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
XT6:      1.65% of Sub-account net       XT6:      1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven With Lifetime Income Accelerator. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For XT6, 0.95% of
    PWV is in addition to 1.65% annual charge of amounts invested in the
    Sub-accounts in Annuity Years 1-10 and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years.


                                      5



 C. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Highest
 Daily Lifetime Seven Benefit" to make clear that no withdrawal of the Annual
 Income Amount (provided such withdrawal does not constitute Excess Income)
 will be subject to a CDSC:

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

 D. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 asset transfer formula differs from that set forth in the May 1, 2008
 prospectus. The revised formula reflects the fact that Account Value may
 include amounts allocated to certain Fixed Rate Options. Currently, no Fixed
 Rate Options are available for use with Highest Daily Lifetime Seven and
 Spousal Highest Daily Lifetime Seven.

 Here is the revised formula (the Table of "a" factors remains the same):

 Terms and Definitions referenced in the calculation formula:

   .   Cu - the upper target is established on the effective date of the
       Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   Ct - the target is established on the Effective Date and is not changed
       for the life of the guarantee. Currently, it is 80%.

   .   Cl - the lower target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.


   .   V\\F\\ the total value of all elected Fixed Rate Options in the Annuity.


   .   B - the total value of the AST Investment Grade Bond Portfolio
       Sub-account.

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.


   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account.


   .   * Note: withdrawals of less than the Annual Income Amount do not reduce
       the Income Basis.

 Target Value Calculation:

 On each business day, a target value (L) is calculated, according to the
 following formula. If the Account Value (V\\V\\ + V\\F\\) is equal to zero, no
 calculation is necessary.

 L = 0.05 * P * a

 Transfer Calculation:

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:

 Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

   .   If r (greater than) Cu, assets in the Permitted Sub-accounts are
       transferred to the AST Investment Grade Bond Portfolio Sub-account.


                                      6



   .   If r (less than) Cl, and there are currently assets in the AST
       Investment Grade Bond Portfolio Sub-account (B (greater than) 0), assets
       in the AST Investment Grade Bond Portfolio Sub-account are transferred
       to the Permitted Sub-accounts according to most recent allocation
       instructions.

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines the transfer amount:

 T = {Min (V\\V\\ + V\\F\\), [L - B -        Money is transferred from the
 (V\\V\\ + V\\F\\) * Ct] / (1-Ct))}          elected Sub-accounts and Fixed
                                             Rate Options to the Transfer
                                             Account

 T = {Min (B,-[L - B -(V\\V\\ + V\\F\\)*     Money is transferred from the
 C\\t\\] / (1-C\\t\\))}                      Transfer Account to the elected
                                             Sub-accounts

 CHANGES TO SPOUSAL HIGHEST DAILY LIFETIME SEVEN


 1. We add the following, immediately after the section entitled "Additional
    Tax Considerations":

A. Addition of Death Benefit (Spousal HD Lifetime Seven with Beneficiary Income
   Option/SM/)

 The Annuity Owner may opt for a death benefit, the value of which is linked to
 the Annual Income Amount under the benefit. We refer to the death benefit as
 the Beneficiary Income Option. As detailed below, a beneficiary taking the
 Annuity's death benefit under this feature is paid the Annual Income Amount
 until the Protected Withdrawal Value is depleted. (Note that the final
 payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). If you choose the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option the maximum charge we may impose is 2.00% of
 Protected Withdrawal Value ("PWV") annually. However, we impose a current
 charge of 0.95% of PWV annually. To reflect this death benefit option, we add
 the following to the description of Spousal Highest Daily Lifetime Seven:

 Spousal HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. You may choose Spousal Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit ("BIO"). If you elect Spousal Highest Daily Lifetime Seven
 without the Beneficiary Income Option and would like to add this feature
 later, you must terminate the Spousal Highest Daily Lifetime Seven benefit and
 elect the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option.
 If you elected the Spousal Highest Daily Lifetime Seven benefit prior to your
 state's approval of BIO, you will have a 90 day transition period from the
 date the Beneficiary Income Option is approved in your state of residence to
 terminate your Spousal Highest Daily Lifetime Seven benefit and elect the
 Spousal Highest Daily Lifetime Seven benefit with Beneficiary Income Option.
 After the 90 day transition period, you may elect to add the Beneficiary
 Income Option on any anniversary of the Issue Date in accordance with the
 eligibility rules and restrictions described in the "Election of and
 Designations under the Program" section of the prospectus describing the
 Highest Daily Lifetime Seven benefit. If you terminate your Spousal Highest
 Daily Lifetime Seven benefit to elect the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option benefit, you will lose all guarantees under the
 Spousal Highest Daily Lifetime Seven benefit, and will begin new guarantees
 under the Spousal Highest Daily Lifetime Seven with BIO based on the Account
 Value as of the date the new benefit becomes active.

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election. This death benefit is not transferable in the event of a divorce,
 nor may the benefit be split in accordance with any divorce proceedings or
 similar instrument of separation. Since this fee is based on the Protected
 Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven with BIO
 may be greater than it would have been, had it been based on the Account Value
 alone.


 For purposes of the Beneficiary Income Option death benefit, we calculate the
 Annual Income Amount and Protected Withdrawal Value in the same manner that we
 do under Spousal Highest Daily Lifetime Seven itself (except that for XTra
 Credit SIX, we exclude from the Protected Withdrawal Value the amount of any
 Credit that was granted within 12 months prior to death). Upon the first death
 of a Designated Life, no amount is payable under the Beneficiary Income Option
 death benefit. Upon the second death of a Designated Life, we identify the
 following amounts: (a) the amount of the base death benefit under the Annuity
 (b) the Protected Withdrawal Value and (c) the Annual Income Amount. If there
 were no withdrawals prior to the date of death, then we calculate the
 Protected Withdrawal Value for purposes of this death benefit as of the date
 of death, and we calculate the Annual Income Amount as if there were a
 withdrawal on the date of death. If there were withdrawals prior to the date
 of death, then we set the Protected Withdrawal Value and Annual Income Amount
 for purposes of this death benefit as of the date that we receive due proof of
 death.


                                      7



 If there is one beneficiary, he/she must choose to receive either the base
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of annual payment of the
 Annual Income Amount - such payments may be annual or at other intervals that
 we permit). If there are multiple beneficiaries, each beneficiary is presented
 with the same choice. Thus, each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount equal to $3,750 (i.e.,
       the first beneficiary's 75% share multiplied by $5,000) is then paid
       each year for the 20 year period. Payment of $3,750 for 20 years results
       in total payments of $75,000 (i.e., the first beneficiary's 75% share of
       the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option, both Spousal Highest Daily Lifetime Seven and that
 death benefit option will be terminated. You may not terminate the death
 benefit option without terminating the entire benefit. If you terminate
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option, your
 ability to elect other optional living benefits will be affected as indicated
 in the "Election and Designations under the Program" section, above.


 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Spousal Highest Daily Lifetime Seven With Beneficiary Income Option:

 Spousal Highest Daily Lifetime Seven w/Beneficiary Income Option: maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *





         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
ASAPIII:  1.25% of Sub-account net       ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net       APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net       ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
XT6:      1.65% of Sub-account net       XT6:      1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV


- --------

 *  Spousal Highest Daily Lifetime Seven With Beneficiary Income Option. Charge
    for this benefit is assessed against the Protected Withdrawal Value
    ("PWV"). As discussed in the description of the benefit, the charge is
    taken out of the Sub-accounts. For ASAP III, 0.95% of PWV is in addition to
    1.25% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For APEX II and ASL II, 0.95% of PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts.
    For XT6, 0.95% of PWV is in addition to 1.65% annual charge of amounts
    invested in the Sub-accounts in Annuity Years 1-10 and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years.


 B. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Spousal
 Highest Daily Lifetime Seven Benefit" to make clear that no withdrawal of the
 Annual Income Amount (provided such withdrawal does not constitute Excess
 Income) will be subject to a CDSC:

Note that if your withdrawal of the Annual Income Amount in a given Annuity
Year exceeds the applicable free withdrawal amount under the Annuity (but is
not considered Excess Income), we will not impose any CDSC on the amount of
that withdrawal.


                                      8



 C. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven


 For elections of Spousal Highest Daily Lifetime Seven on or after July 21,
 2008, the asset transfer formula differs from that set forth in the May 1,
 2008 prospectus. See the section above under Highest Daily Lifetime Seven for
 the revised formula.


 EXPANDED GROUP OF AVAILABLE FUNDS

 Under Investment Options, What Are the Investment Objectives And Policies Of
 The Portfolios?, we make the revisions appearing below.


 1. We replace the sentence stating "[t] following chart lists the currently
    available and permitted investment options . . ." with the following:


 As a condition to your participating in certain of our optional benefits, we
 limit the investment options to which you may allocate your Account Value.
 Broadly speaking, we offer two groups of permitted funds. Under the first
 group, your allowable investment options are more limited, but you are not
 subject to mandatory quarterly re-balancing. Under the second group, you may
 allocate your Account Value between a broader range of investment options, but
 must participate in quarterly re-balancing. The set of tables immediately
 below describes the first category of permitted investment options. The second
 set of tables describes the second category, under which:


 (a) you must allocate at least 20% of your Account Value to certain fixed
     income portfolios (currently, the AST PIMCO Total Return Bond Portfolio
     and the AST Western Asset Core Plus Bond Portfolio).

 (b) you may allocate up to 80% in the equity and other portfolios listed in
     the table below.

 (c) on each quarter (or the next Valuation Day, if the quarter-end is not a
     Valuation Day), we will automatically re-balance your Account Value, so
     that the percentages devoted to each Portfolio remain the same as those in
     effect on the immediately preceding quarter-end. Note that on the first
     quarter-end following your participation in the Optional Allocation and
     Rebalancing Program, we will re-balance your Account Value so that the
     percentages devoted to each Portfolio remain the same as those in effect
     when you began the Optional Allocation and Rebalancing Program.


 (d) between quarter-ends, you may re-allocate your Account Value among the
     investment options permitted within this category. If you reallocate, the
     next quarterly rebalancing will restore the percentages to those of your
     most recent reallocation.


 While those who do not participate in any optional benefit generally may
 invest in any of the investment options described in this prospectus, only
 those who participate in Highest Daily Lifetime Seven and Spousal Highest
 Daily Lifetime Seven may participate in the second category (along with its
 attendant re-balancing requirement). This second category is called our
 "Optional Allocation and Rebalancing Program." If you participate in the
 Optional Allocation and Rebalancing Program, you may not participate in a
 Dollar Cost Averaging Program or Automatic Rebalancing Program. We may modify
 or terminate the Optional Allocation and Rebalancing Program at any time. Any
 such modification or termination will (i) be implemented only after we have
 notified you in advance (ii) not affect the guarantees you had accrued under
 Highest Daily Lifetime Seven or Spousal Highest Daily Lifetime Seven or your
 ability to continue to participate in those optional benefits and (iii) not
 require you to transfer Account Value out of any Portfolio in which you
 participated immediately prior to the modification or termination.


                                      9




 The following chart lists the currently available and permitted investment
 options when you choose certain optional benefits/1/:

                    Group I: Allowable Benefit Allocations
- --------
/1/  Fund availability may vary by annuity.




                                          

  Optional Benefit Name/2/                    Allowable Benefit Allocations
  Lifetime Five Income Benefit                AST Academic Strategies Asset
  Spousal Lifetime Five Income Benefit        Allocation Portfolio
  Highest Daily Lifetime Five Income          AST Capital Growth Asset
  Benefit                                     Allocation Portfolio
                                              AST Balanced Asset Allocation
  Highest Daily Lifetime Seven Income         Portfolio
  Benefit                                     AST Focus Four Plus Portfolio
                                              AST Preservation Asset Allocation
  Spousal Highest Daily Lifetime Seven        Portfolio
  Income Benefit                              AST First Trust Balanced Target
                                              Portfolio
  Highest Daily Value Death Benefit           AST First Trust Capital
                                              Appreciation Target Portfolio
                                              AST Advanced Strategies Portfolio
                                              AST T. Rowe Price Asset
                                              Allocation Portfolio
                                              AST UBS Dynamic Alpha Strategy
                                              Portfolio
                                              AST Schroders Multi-Asset World
                                              Strategies Portfolio
                                              AST Niemann Capital Growth Asset
                                              Allocation Portfolio
                                              AST CLS Growth Asset Allocation
                                              Portfolio
                                              AST CLS Moderate Asset Allocation
                                              Portfolio
                                              AST Horizon Growth Asset
                                              Allocation Portfolio
                                              AST Horizon Moderate Asset
                                              Allocation Portfolio
                                              Franklin Templeton VIP Founding
                                              Funds Allocation Fund
 --------------------------------------------------------------------------------

  Combo 5% Rollup & HAV Death Benefit         All investment options permitted,
                                              EXCEPT these:
  Guaranteed Minimum Income Benefit           ProFund VP UltraNASDAQ-100
  Guaranteed Minimum Withdrawal Benefit       ProFund VP UltraSmall Cap
  GRO/GRO PLUS/GRO PLUS 2008                  ProFund VP Semiconductor
  Highest Anniversary Value Death Benefit     ProFund VP Internet
                                              ProFund VP UltraBull
  Highest Daily GRO                           Value Line(R) Target 25
                                              AIM VI Technology
                                              ProFund VP Technology
                                              NASDAQ(R) Target 15
                                              ProFund VP Biotechnology
                                              ProFund VP Short Small-Cap
                                              Access VP High Yield
                                              ProFund VP Short Mid-Cap
                                              Evergreen VA Growth Fund
 --------------------------------------------------------------------------------

                                              Additional 5 investment options
                                              NOT permitted with GRO Plus 2008
  GRO Plus 2008                               & Highest Daily GRO
  Highest Daily GRO                           ProFund VP Ultra Mid-Cap
                                              ProFund VP Precious Metals
                                              ProFund VP NASDAQ-100
                                              ProFund VP Asia 30
                                              ProFund VP Short NASDAQ-100
 --------------------------------------------------------------------------------

             Group II: Optional Allocation and Rebalancing Program

  Optional Benefit Name/2/                    Allowable Benefit Allocations
  Highest Daily Lifetime Seven                AST Academic Strategies Asset
  Spousal Highest Daily Lifetime Seven        Allocation
                                              AST Advanced Strategies
                                              AST Aggressive Asset Allocation
                                              AST AllianceBernstein Core Value
                                              AST AllianceBernstein Growth &
                                              Income
 --------------------------------------------------------------------------------



/2/  Detailed Information regarding these optional benefits can be found in the
     "Living Benefits" and "Death Benefits" sections of this prospectus.


                                      10





                                            AST American Century Income &
                                            Growth
                                            AST Balanced Asset Allocation
                                            AST Capital Growth Asset
                                            Allocation
                                            AST CLS Growth Asset Allocation
                                            AST CLS Moderate Asset Allocation
                                            AST Cohen & Steers Realty
                                            AST DeAM Large-Cap Value
                                            AST Federated Aggressive Growth
                                            AST First Trust Balanced Target
                                            AST First Trust Capital
                                            Appreciation Target
                                            AST Focus Four Plus
                                            AST Global Real Estate
                                            AST Goldman Sachs Concentrated
                                            Growth
                                            AST Goldman Sachs Mid-Cap Growth
                                            AST Goldman Sachs Small-Cap Value
                                            AST High Yield
                                            AST Horizon Growth Asset
                                            Allocation
                                            AST Horizon Moderate Asset
                                            Allocation
                                            AST International Growth
                                            AST International Value
                                            AST JPMorgan International Equity
                                            AST Large-Cap Value
                                            AST Lord Abbett Bond-Debenture
                                            AST Marsico Capital Growth
                                            AST MFS Global Equity
                                            AST MFS Growth
                                            AST Mid-Cap Value
                                            AST Money Market
                                            AST Neuberger Berman Mid-Cap
                                            Growth
                                            AST Neuberger Berman LSV Midcap
                                            Value
                                            AST Neuberger Berman Small-Cap
                                            Growth
                                            AST Niemann Capital Growth Asset
                                            Allocation
                                            AST Parametric Emerging Markets
                                            Equity
                                            AST PIMCO Limited Maturity Bond
                                            AST PIMCO Total Return Bond
                                            AST Preservation Asset Allocation
                                            AST QMA US Equity Alpha
                                            AST Schroders Multi-Asset World
                                            Strategies Portfolio
                                            AST Small-Cap Growth
                                            AST Small-Cap Value
                                            AST T. Rowe Price Asset Allocation
                                            AST T. Rowe Price Global Bond
                                            AST T. Rowe Price Large-Cap Growth
                                            AST T. Rowe Price Natural
                                            Resources
                                            AST UBS Dynamic Alpha Strategy
                                            AST Western Asset Core Plus Bond
                                            Franklin Templeton VIP Founding
                                            Funds Allocation Fund
                                            ProFund VP Consumer Goods
                                            ProFund VP Consumer Services
                                            ProFund VP Financials
                                            ProFund VP Health Care
                                            ProFund VP Industrials
                                            ProFund VP Large-Cap Growth
                                            ProFund VP Large-Cap Value
                                            ProFund VP Mid-Cap Growth
                                            ProFund VP Mid-Cap Value
                                            ProFund VP Real Estate
                                            ProFund VP Small-Cap Growth
                                            ProFund VP Small-Cap Value
                                            ProFund VP Telecommunications
                                            ProFund VP Utilities


                                      11



 CHANGES TO THE ASLII ANNUITY

 We make the following revisions to the prospectus in order to remove
 limitations on the amount of the basic Death Benefit paid under our ASLII
 Annuity when death occurs on or after the decedent's age 85. We are also
 adding a restriction that the ASLII Annuity is only available for purchase up
 to age 85.

   .   Within the section "Purchasing Your Annuity," within the subsection
       "What Are Our Requirements for Purchasing One of the Annuities?," we
       replace the paragraph entitled "Age Restrictions" with the following:

 Age Restrictions: Unless we agree otherwise and subject to our rules, the
 Owner (or Annuitant if entity owned) must not be older than a maximum issue
 age as of the Issue Date of the Annuity as follows: age 80 for ASAP III, age
 75 for XT6 and age 85 for APEX II and ASL II. If an Annuity is owned jointly,
 the oldest of the Owners must not be older than the maximum issue age on the
 Issue Date. You should consider your need to access your Account Value and
 whether the Annuity's liquidity features will satisfy that need. If you take a
 distribution prior to age 59 1/2, you may be subject to a 10% penalty in
 addition to ordinary income taxes on any gain. The availability and level of
 protection of certain optional benefits may vary based on the age of the Owner
 on the Issue Date of the Annuity or the date of the Owner's death.

   .   Within the section "Death Benefit," within the subsection "Basic Death
       Benefit," we replace the last three paragraphs with the following:

 For ASAP III, APEX II and XT6 Annuities, the existing basic Death Benefit (for
 all decedent ages) is the greater of:

   .   The sum of all Purchase Payments (not including any Credits) less the
       sum of all proportional withdrawals.

   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations (less the amount of any Credits applied within
       12-months prior to the date of death, with respect to XT6).

 For ASL II Annuities issued before July 21, 2008,where death occurs before the
 decedent's age 85, the basic Death Benefit is the greater of:

   .   The sum of all Purchase Payments less the sum of all proportional
       withdrawals.

   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations.

 For ASL II Annuities issued before July 21, 2008 where death occurs after the
 decedent's age 85, the Death Benefit is (a) your Account Value (for Annuities
 other than those issued in New York) or (b) your Account Value in the
 Sub-accounts plus your Interim Value in the Fixed Allocations (for Annuities
 issued in New York only).

 For ASL II Annuities issued on or after July 21, 2008, subject to regulatory
 approval, the basic Death Benefit is the greater of:

   .   The sum of all Purchase Payments less the sum of all proportional
       withdrawals.

   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments for purposes of calculating the basic Death
 Benefit.

                                      12




                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

 OPTIMUM/SM/
 OPTIMUM FOUR/SM/
 OPTIMUM PLUS/SM/


                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008

 This supplement should be read and retained with the prospectus for your
 Annuity. If you would like another copy of the prospectus, please call us at
 1-888-PRU-2888.


 This supplement is being issued to describe enhancements that are being made
 to certain optional living benefits available under each of the
 above-referenced Annuities. The terms used in this supplement are defined in
 the Glossary of Terms in the prospectus. With respect to Highest Daily
 Lifetime Seven, we (a) revise the way that certain withdrawals of the Annual
 Income Amount are impacted by the Contingent Deferred Sales Charge ("CDSC")
 (b) add an optional death benefit, (the "Highest Daily Lifetime Seven with
 Beneficiary Income Option") (c) add an optional benefit that increases the
 Annual Income Amount if the owner qualifies for increased payments, (the
 "Highest Daily Lifetime Seven with Lifetime Income Accelerator"), and
 (d) modify the asset transfer formula under the benefit, to make clear that
 the Account Value may include amounts allocated to certain Fixed Rate Options.
 For Spousal Highest Daily Lifetime Seven, we (a) revise the way that certain
 withdrawals of the Annual Income Amount are impacted by CDSC (b) add an
 optional death benefit (the "Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option") and (c) modify the asset transfer formula under
 the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. The Highest Daily Lifetime Seven with
 Beneficiary Income Option and the Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option allow the beneficiary to continue to withdraw the
 Annual Income Amount until the Protected Withdrawal Value is depleted. Thus,
 the option may be appropriate for an Annuity Owner who wants to provide an
 additional death benefit option to his/her beneficiary.

 The Highest Daily Lifetime Seven with Lifetime Income Accelerator provides a
 benefit under which the Annuity Owner may withdraw double the Annual Income
 Amount once he/she meets the benefit's eligibility requirements (e.g., being
 confined to a qualified nursing facility or being unable to perform two daily
 life activities as defined below). Thus, this benefit may be appropriate for
 an Annuity Owner who may meet these requirements at a future date.


 Except as otherwise provided here, the description of each optional living
 benefit set forth in the May 1, 2008 prospectus remains unchanged.

 CHANGES TO HIGHEST DAILY LIFETIME SEVEN


 A. Addition of Death Benefit (HD Lifetime Seven with Beneficiary Income
    Option/SM/)

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 Annuity Owner may opt for a death benefit, the value of which is linked to the
 Annual Income Amount under the benefit. As detailed below, a beneficiary
 taking the Annuity's death benefit under this feature is paid the Annual
 Income Amount until the Protected Withdrawal Value is depleted. (Note that the
 final payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). We may impose a maximum charge of 2.00% of Protected
 Withdrawal Value ("PWV") annually, but currently impose a charge of 0.95% of
 PWV annually, if you choose Highest Daily Lifetime Seven with Beneficiary
 Income Option. See the table entitled "Your Optional Benefit Fees and Charges"
 in the prospectus for a description of all fees and charges related to
 optional benefits.

 1. To reflect this death benefit option, we add the following to the
    description of Highest Daily Lifetime Seven, immediately after the
    sub-section entitled Additional Tax Considerations:

 HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. We refer to this optional death
 benefit as the Beneficiary Income Option ("BIO"). You may choose Highest Daily
 Lifetime Seven without also selecting the Beneficiary Income Option death
 benefit. You must elect the Beneficiary Income Option death benefit at the
 time you elect Highest Daily Lifetime Seven. If you elect Highest Daily
 Lifetime Seven prior to your state's approval of the Beneficiary Income Option
 and would like to add this feature later, you must terminate the Highest Daily
 Lifetime Seven benefit and elect the Highest Daily Lifetime Seven with
 Beneficiary Income Option. If you elected the Highest Daily Lifetime Seven
 benefit, you will have a 90 day transition period from the date the
 Beneficiary Income Option is approved in your state of residence to terminate
 your Highest Daily Lifetime Seven benefit and elect the Highest Daily Lifetime
 Seven benefit with Beneficiary Income Option. If you do not elect to add the
 Beneficiary Income Option in the 90 day transition period, you can elect it on
 any anniversary of the Issue Date that is at least 90 calendar days from the
 date that the Highest Daily Lifetime Seven benefit was terminated. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose all
 guarantees under the Highest Daily Lifetime Seven benefit, and will begin the
 new guarantees under the Highest Daily Lifetime Seven benefit with BIO based
 on the Account Value as of the date the new benefit is elected.





 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election. For purposes of
 this optional death benefit, we calculate the Annual Income Amount and
 Protected Withdrawal Value in the same manner that we do under Highest Daily
 Lifetime Seven itself (except that for Optimum Plus, we exclude from the
 Protected Withdrawal Value the amount of any Credit that was granted within 12
 months prior to death). Because the fee for this benefit is based on the
 Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven with the
 Beneficiary Income Option may be greater than it would have been based on the
 Account Value alone.


 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic Death Benefit
 under the Annuity (b) the Protected Withdrawal Value and (c) the Annual Income
 Amount. If there were no withdrawals prior to the date of death, then we
 calculate the Protected Withdrawal Value for purposes of this death benefit as
 of the date of death, and we calculate the Annual Income Amount as if there
 were a withdrawal on the date of death. If there were withdrawals prior to the
 date of death, then we set the Protected Withdrawal Value and Annual Income
 Amount for purposes of this death benefit as of the date that we receive due
 proof of death.


 If there is one beneficiary, he/she must choose to receive either the basic
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Thus, each beneficiary can choose to take
 his/her portion of either (a) the basic death benefit or (b) the Beneficiary
 Income Option death benefit. In order to receive the Beneficiary Income Option
 death benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.


 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount, equal to $3,750
       annually (i.e., the first beneficiary's 75% share multiplied by $5000),
       is then paid each year for the 20 year period. Payment of $3,750 for 20
       years results in total payments of $75,000 (i.e., the first
       beneficiary's 75% share of the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Highest Daily Lifetime Seven with Beneficiary Income
 Option, both Highest Daily Lifetime Seven and that death benefit option will
 be terminated. You may not terminate the death benefit option without
 terminating the entire benefit. If you terminate Highest Daily Lifetime Seven
 with Beneficiary Income Option, your ability to elect other optional living
 benefits will be affected as indicated in the "Election and Designations under
 the Program" section, above.

                                      2




 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Beneficiary Income Option:

 Highest Daily Lifetime Seven with Beneficiary Income Option: maximum charge of
 2.00% of PWV; current charge of 0.95% of PWV. *





         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
Optimum:  1.25% of Sub-account net       Optimum:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Four:     assets + 2.00% of PWV          Four:   assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Plus:     assets + 2.00% of PWV          Plus:   assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven With Beneficiary Income Option. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For Optimum, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For Optimum Four, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For Optimum Plus,
    0.95% of PWV is in addition to 1.65% annual charge in Annuity Years 1-10
    and 0.65% annual charge of amounts invested in the Sub-accounts in
    subsequent Annuity Years.

 B. Addition of Lifetime Income Accelerator Feature (HD Lifetime Seven with
    Lifetime Income Accelerator/SM/).

 A. The following is added at the end of the section concerning Highest Daily
    Lifetime Seven.

 HD Lifetime Income Accelerator /SM/. We offer another version of Highest Daily
 Lifetime Seven that we call Highest Daily Lifetime Seven with Lifetime Income
 Accelerator ("Highest Daily Lifetime Seven with LIA"). This version is only
 being offered in those jurisdictions where we have received regulatory
 approval and will be offered subsequently in other jurisdictions when we
 receive regulatory approval in those jurisdictions. Highest Daily Lifetime
 Seven with LIA is offered as an alternative to other lifetime withdrawal
 options. If you elect this benefit, you may not elect any other optional
 benefit. The income benefit under Highest Daily Lifetime Seven with LIA
 currently is based on a single "designated life" who is between the ages of 55
 and 75 on the date that the benefit is elected. If you elected the Highest
 Daily Lifetime Seven benefit prior to your state's approval of LIA, you will
 have a 90 day transition period from the date the Highest Daily Lifetime Seven
 with Lifetime Income Accelerator is approved in your state of residence to
 terminate your Highest Daily Lifetime Seven benefit and elect the Highest
 Daily Lifetime Seven with LIA benefit. If you do not elect to add the Lifetime
 Income Accelerator option in the 90 day transition period, you can elect it on
 any anniversary of the Issue Date that is at least 90 calendar days from the
 date that the Highest Daily Lifetime Seven benefit was terminated. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with LIA benefit, you will lose all guarantees under the
 Highest Daily Lifetime Seven benefit and will begin the new guarantees under
 the Highest Daily Lifetime Seven benefit with LIA based on the Account Value
 as of the date the new benefit is elected.

 Highest Daily Lifetime Seven with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime Seven
 with LIA, the maximum charge we may impose is 2.00% of Protected Withdrawal
 Value ("PWV") annually. We deduct the current charge (0.95% of PWV) at the end
 of each quarter, where each such quarter is part of a year that begins on the
 effective date of the benefit or an anniversary thereafter. Thus, on each such
 quarter-end (or the next Valuation Day, if the quarter-end is not a Valuation
 Day), we deduct 0.2375% of the Protected Withdrawal Value at the end of the
 quarter. We deduct the fee pro rata from each of your Sub-accounts including
 the AST Investment Grade Bond Portfolio Sub-account. Since this fee is based
 on the Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven
 with LIA may be greater than it would have been, had it been based on the
 Account Value alone. If the fee to be deducted exceeds the current Account
 Value, we will reduce the Account Value to zero, and continue the benefit as
 described below.


 If this benefit is being elected on an Annuity held as a 403 (b) plan, then in
 addition to meeting the eligibility requirements listed below for the LIA
 Amount you must separately qualify for distributions from the 403 (b) plan
 itself.

 You may choose Highest Daily Lifetime Seven without also electing LIA, however
 you may not elect LIA without Highest Daily Lifetime Seven. All terms and
 conditions of Highest Daily Lifetime Seven apply to this version of the
 benefit, except as described herein. Currently, if you elect Highest Daily
 Lifetime Seven with LIA and subsequently terminate the benefit, you will be
 able to re-elect Highest Daily Lifetime Seven with LIA but all conditions of
 the benefit described below must be met, and you may be subject to a waiting
 period until you can elect this or another lifetime withdrawal benefit.


                                      3




 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months,
 from the benefit effective date, and an elimination period of 120 days, from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Date
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, either or both of the following requirements ("LIA
 conditions") must be met. It is not necessary to meet both conditions:


   (1) The designated life is confined to a qualified nursing facility. A
   qualified nursing facility is a facility operated pursuant to law or any
   state licensed facility providing medically necessary in-patient care which
   is prescribed by a licensed physician in writing and based on physical
   limitations which prohibit daily living in a non-institutional setting.

   (2) The designated life is unable to perform two or more basic abilities of
   caring for oneself or "activities of daily living." We define these basic
   abilities as:

   i. Eating: Feeding oneself by getting food into the body from a receptacle
   (such as a plate, cup or table) or by a feeding tube or intravenously.

   ii. Dressing: Putting on and taking off all items of clothing and any
   necessary braces, fasteners or artificial limbs.

   iii. Bathing: Washing oneself by sponge bath; or in either a tub or shower,
   including the task of getting into or out of the tub or shower.

   iv. Toileting: Getting to and from the toilet, getting on and off the
   toilet, and performing associated personal hygiene.

   v. Transferring: Moving into or out of a bed, chair or wheelchair.

   vi. Continence: Maintaining control of bowel or bladder function; or when
   unable to maintain control of bowel or bladder function, the ability to
   perform personal hygiene (including caring for catheter or colostomy bag).

 You must notify us when the LIA conditions have been met. If, when we receive
 such notification, there are more than 120 days remaining until the end of the
 waiting period described above, you will not be eligible for the LIA Amount.
 If there are 120 days or less remaining until the end of the waiting period
 when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. Once eligibility is
 determined, the LIA Amount is equal to double the Annual Income Amount as
 described in this prospectus under the Highest Daily Lifetime Seven Benefit.


 Additionally, we will reassess your eligibility on an annual basis although
 your LIA benefit for the year that immediately precedes our reassessment will
 not be affected if it is determined that you are no longer eligible. Your
 first reassessment may occur in the same year as your initial assessment. If
 we determine you are no longer eligible to receive the LIA Amount, upon the
 next Annuity Anniversary the Annual Income Amount would replace the LIA
 Amount. There is no limit on the number of times you can become eligible for
 the LIA Amount, however, each time would require the completion of the 120-day
 elimination period, notification that the designated life meets the LIA
 conditions, and determination, through our then current administrative
 process, that you are eligible for the LIA Amount, each as described above.

LIA amount at the First Withdrawal. If your first withdrawal subsequent to
election of Highest Daily Lifetime Seven with LIA occurs while you are eligible
for the LIA Amount, the available LIA Amount is equal to double the Annual
Income Amount.

LIA amount after the First Withdrawal. If you become eligible for the LIA
Amount after you have taken your first withdrawal, the available LIA amount for
the current and subsequent Annuity Years is equal to double the then current
Annual Income Amount, however the available LIA amount in the current Annuity
Year is reduced by any withdrawals that have been taken in the current Annuity
Year. Cumulative withdrawals in an Annuity Year which are less than or equal to
the LIA Amount (when eligible for the LIA amount) will not reduce your LIA
Amount in subsequent Annuity Years, but any such withdrawals will reduce the
LIA Amount on a dollar-for-dollar basis in that Annuity Year.

Withdrawals in Excess of the LIA amount. If your cumulative withdrawals in an
Annuity Year are in excess of the LIA Amount when you are eligible ("Excess
Withdrawal"), your LIA Amount in subsequent years will be reduced (except with
regard to required minimum distributions) by the result of the ratio of the
excess portion of the withdrawal to the Account Value immediately prior to the
Excess Withdrawal. Reductions include the actual amount of the withdrawal,
including any CDSC that may apply. Withdrawals of any amount up to and
including the LIA Amount will reduce the Protected Withdrawal Value by the
amount of the withdrawal. Excess Withdrawals will reduce the Protected
Withdrawal Value by the same ratio as the reduction to


                                      4



the LIA Amount. Any withdrawals that are less than or equal to the LIA amount
(when eligible) but in excess of the free withdrawal amount available under
this Annuity will not incur a CDSC.

Withdrawals are not required. However, subsequent to the first withdrawal, the
LIA Amount is not increased in subsequent Annuity Years if you decide not to
take a withdrawal in an Annuity Year or take withdrawals in an Annuity Year
that in total are less than the LIA Amount.


Purchase Payments. If you are eligible for the LIA Amount as described under
"Eligibility Requirements for LIA Amount" and you make an additional Purchase
Payment, we will increase your LIA Amount by double the amount we add to your
Annual Income Amount.

Step Ups. If your Annual Income Amount is stepped up your LIA Amount will be
stepped up to equal double the stepped up Annual Income Amount.

Guarantee Payments. If your Account Value is reduced to zero as a result of
cumulative withdrawals that are equal to or less than the LIA Amount, or as a
result of the fee that we assess for Highest Daily Lifetime Seven with LIA, and
there is still a LIA Amount available, we will make an additional payment for
that Annuity Year equal to the remaining LIA Amount. Thus, in that scenario,
the remaining LIA Amount would be payable even though your Account Value was
reduced to zero. In subsequent Annuity Years we make payments that equal the
LIA Amount as described in this section. We will make payments until the death
of the single designated life. Should the designated life no longer qualify for
the LIA amount (as described under "Eligibility Requirements for LIA Amount"
above), the Annual Income Amount would continue to be available. Subsequent
eligibility for the LIA Amount would require the completion of the 120 day
elimination period as well as meeting the LIA conditions listed above under
"Eligibility Requirements for LIA Amount". To the extent that cumulative
withdrawals in the current Annuity Year that reduce your Account Value to zero
are more than the LIA Amount (except in the case of required minimum
distributions), Highest Daily Lifetime Seven with LIA terminates, and no
additional payments are made.

Annuity Options. In addition to the Highest Daily Lifetime Seven Annuity
Options described above, after the 10th benefit anniversary you may also
request that we make annuity payments each year equal to the Annual Income
Amount. In any year that you are eligible for the LIA Amount, we make annuity
payments equal to the LIA Amount. If you would receive a greater payment by
applying your Account Value to receive payments for life under your Annuity, we
will pay the greater amount. Prior to the 10th benefit anniversary this option
is not available.


We will continue to make payments until the death of the Designated Life. If
this option is elected, the Annual Income Amount and LIA Amount will not
increase after annuity payments have begun.


 If you elect Highest Daily Lifetime Seven with LIA, and never meet the
 eligibility requirements you will not receive any additional payments based on
 the LIA Amount.

 B. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Optional Lifetime Income Accelerator:

 Highest Daily Lifetime Seven w/Optional Lifetime Income Accelerator maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *





         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
Optimum:  1.25% of Sub-account net       Optimum:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Four:     assets + 2.00% of PWV          Four:   assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Plus:     assets + 2.00% of PWV          Plus:   assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven with Lifetime Income Accelerator. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For Optimum, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For Optimum Four, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For Optimum Plus,
    0.95% of PWV is in addition to 1.65% annual charge of amounts invested in
    the Sub-accounts in Annuity Years 1-10 and 0.65% annual charge of amounts
    invested in the Sub-accounts in subsequent Annuity Years.


                                      5




 C. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC


 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Highest
 Daily Lifetime Seven Benefit" to make clear that no withdrawal of the Annual
 Income Amount (provided such withdrawal does not constitute Excess Income)
 will be subject to a CDSC:

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.


 D. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven


 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 asset transfer formula differs from that set forth in the May 1, 2008
 prospectus. The revised formula reflects the fact that Account Value may
 include amounts allocated to certain Fixed Rate Options. Currently, no Fixed
 Rate Options are available for use with Highest Daily Lifetime Seven and
 Spousal Highest Daily Lifetime Seven.

 Here is the revised formula (the Table of "a" factors remains the same):

 Terms and Definitions referenced in the calculation formula:

   .   Cu - the upper target is established on the effective date of the
       Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   Ct - the target is established on the Effective Date and is not changed
       for the life of the guarantee. Currently, it is 80%.

   .   Cl - the lower target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.


   .   V\\F\\ the total value of all elected Fixed Rate Options in the Annuity.


   .   B - the total value of the AST Investment Grade Bond Portfolio
       Sub-account.

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.


   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account.


 *  Note: withdrawals of less than the Annual Income Amount do not reduce the
    Income Basis.

 Target Value Calculation:

 On each business day, a target value (L) is calculated, according to the
 following formula. If the Account Value (V\\V\\ + V\\F\\) is equal to zero, no
 calculation is necessary.

 L = 0.05 * P * a

                                      6



 Transfer Calculation:

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:

 Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

   .   If r (greater than) Cu, assets in the Permitted Sub-accounts are
       transferred to the AST Investment Grade Bond Portfolio Sub-account.

   .   If r (less than) Cl, and there are currently assets in the AST
       Investment Grade Bond Portfolio Sub-account (B (greater than) 0), assets
       in the AST Investment Grade Bond Portfolio Sub-account are transferred
       to the Permitted Sub-accounts according to most recent allocation
       instructions.

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines the transfer amount:

       T = {Min (V\\V\\ + V\\F\\), [L - B - (V\\V\\ + V\\F\\) * Ct] / (1-Ct))}
       Money is transferred from the elected Sub-accounts and Fixed Rate
       Options to the Transfer Account

       T = {Min (B, - [L - B -(V\\V\\ + V\\F\\)* C\\t\\] / (1-C\\t\\))} Money
       is transferred from the Transfer Account to the elected Sub-accounts

 CHANGES TO SPOUSAL HIGHEST DAILY LIFETIME SEVEN


 1. We add the following, immediately after the section entitled "Additional
    Tax Considerations":

 A. Addition of Death Benefit (Spousal HD Lifetime Seven with Beneficiary
    Income Option/SM/)

The Annuity Owner may opt for a death benefit, the value of which is linked to
the Annual Income Amount under the benefit. We refer to the death benefit as
the Beneficiary Income Option. As detailed below, a beneficiary taking the
Annuity's death benefit under this feature is paid the Annual Income Amount
until the Protected Withdrawal Value is depleted. (Note that the final payment,
exhausting the Protected Withdrawal Value, may be less than the Annual Income
Amount). We may impose a maximum charge of 2.00% of Protected Withdrawal Value
("PWV") annually, but currently impose a charge of 0.95% of PWV annually, if
you choose Spousal Highest Daily Lifetime Seven with Beneficiary Income Option.
To reflect this death benefit option, we add the following to the description
of Spousal Highest Daily Lifetime Seven:

 Spousal HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. You may choose Spousal Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit. If you elect Spousal Highest Daily Lifetime Seven without the
 Beneficiary Income Option ("BIO") and would like to add this feature later,
 you must terminate the Spousal Highest Daily Lifetime Seven benefit and elect
 the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option. If
 you elected the Spousal Highest Daily Lifetime Seven benefit prior to your
 state's approval of BIO, you will have a 90 day transition period from the
 date the Beneficiary Income Option is approved in your state of residence to
 terminate your Spousal Highest Daily Lifetime Seven benefit and elect the
 Spousal Highest Daily Lifetime Seven benefit with Beneficiary Income Option.
 If you do not elect to add the Beneficiary Income Option in the 90 day
 transition period, you can elect it on any anniversary of the Issue Date that
 is at least 90 calendar days from the date that the Spousal Highest Daily
 Lifetime Seven benefit was terminated. If you terminate your Spousal Highest
 Daily Lifetime Seven benefit to elect the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option benefit, you will lose all guarantees that you
 had accumulated under your Spousal Highest Daily Lifetime Seven benefit, and
 will begin the new guarantees under the Spousal Highest Daily Lifetime Seven
 benefit with BIO based on the Account Value as of the date the new benefit is
 elected.

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election. This death benefit is not transferable in the event of a divorce,
 nor may the benefit be split in accordance with any divorce proceedings or
 similar instrument of separation. Since this fee is based on the Protected
 Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven with BIO
 may be greater than it would have been, had it been based on the Account Value
 alone.


 For purposes of the Beneficiary Income Option death benefit, we calculate the
 Annual Income Amount and Protected Withdrawal Value in the same manner that we
 do under Spousal Highest Daily Lifetime Seven itself (except that for Optimum
 Plus, we exclude from the Protected Withdrawal Value the amount of any Credit
 that was granted within 12 months prior to death). Upon the first

                                      7



 death of a Designated Life, no amount is payable under the Beneficiary Income
 Option death benefit. Upon the second death of a Designated Life, we identify
 the following amounts: (a) the amount of the base death benefit under the
 Annuity (b) the Protected Withdrawal Value and (c) the Annual Income Amount.
 If there were no withdrawals prior to the date of death, then we calculate the
 Protected Withdrawal Value for purposes of this death benefit as of the date
 of death, and we calculate the Annual Income Amount as if there were a
 withdrawal on the date of death. If there were withdrawals prior to the date
 of death, then we set the Protected Withdrawal Value and Annual Income Amount
 for purposes of this death benefit as of the date that we receive due proof of
 death.

 If there is one beneficiary, he/she must choose to receive either the base
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of annual payment of the
 Annual Income Amount - such payments may be annual or at other intervals that
 we permit). If there are multiple beneficiaries, each beneficiary is presented
 with the same choice. Thus, each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount equal to $3,750 (i.e.,
       the first beneficiary's 75% share multiplied by $5,000) is then paid
       each year for the 20 year period. Payment of $3,750 for 20 years results
       in total payments of $75,000 (i.e., the first beneficiary's 75% share of
       the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option, both Spousal Highest Daily Lifetime Seven and that
 death benefit option will be terminated. You may not terminate the death
 benefit option without terminating the entire benefit. If you terminate
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option, your
 ability to elect other optional living benefits will be affected as indicated
 in the "Election and Designations under the Program" section, above.


 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Spousal Highest Daily Lifetime Seven With Beneficiary Income Option:

 Spousal Highest Daily Lifetime Seven w/Beneficiary Income Option : maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *





         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
Optimum:  1.25% of Sub-account net       Optimum:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Four:     assets + 2.00% of PWV          Four:   assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Plus:     assets + 2.00% of PWV          Plus:   assets + 0.95% of PWV


- --------

 *  Spousal Highest Daily Lifetime Seven With Beneficiary Income Option. Charge
    for this benefit is assessed against the Protected Withdrawal Value
    ("PWV"). As discussed in the description of the benefit, the charge is
    taken out of the Sub-accounts. For Optimum, 0.95% of PWV is in addition to
    1.25% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For Optimum Four, 0.95% of PWV is in addition
    to 1.65% annual charge of amounts invested in the Sub-accounts. For Optimum
    Plus, 0.95% of PWV is in addition to 1.65% annual charge of amounts
    invested in the Sub-accounts in Annuity Years 1-10 and 0.65% annual charge
    of amounts invested in the Sub-accounts in subsequent Annuity Years.


                                      8



 B. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC


 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Spousal
 Highest Daily Lifetime Seven Benefit" to make clear that no withdrawal of the
 Annual Income Amount (provided such withdrawal does not constitute Excess
 Income) will be subject to a CDSC:


 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

 C. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven


 For elections of Spousal Highest Daily Lifetime Seven on or after July 21,
 2008, the asset transfer formula differs from that set forth in the May 1,
 2008 prospectus. See the section above under Highest Daily Lifetime Seven for
 the revised formula.


                                      9




                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION


 ADVANCED SERIES ADVISOR PLAN III
 ADVANCED SERIES APEX II

 ADVANCED SERIES LIFEVEST II


                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008


 This supplement should be read and retained with the prospectus for your
 Advanced Series Advisor Plan III, Advanced Series APEX II, and Advanced Series
 Lifevest II Annuities. If you would like another copy of the prospectus,
 please call us at 1-888-PRU-2888.


 This supplement is being issued to describe enhancements that are being made
 to certain optional living benefits available under each of the
 above-referenced Annuities. The terms used in this supplement are defined in
 the Glossary of Terms in the prospectus. With respect to Highest Daily
 Lifetime Seven, we (a) revise the way that certain withdrawals of the Annual
 Income Amount are impacted by the Contingent Deferred Sales Charge ("CDSC")
 (b) add an optional death benefit, (the "Highest Daily Lifetime Seven with
 Beneficiary Income Option") (c) add an optional benefit that increases the
 Annual Income Amount if the owner qualifies for increased payments, (the
 "Highest Daily Lifetime Seven with Lifetime Income Accelerator") (d) increase
 the range of "permitted portfolios" that you may elect if you have chosen the
 benefit, with some restrictions and (e) modify the asset transfer formula
 under the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. For Spousal Highest Daily Lifetime
 Seven, we (a) revise the way that certain withdrawals of the Annual Income
 Amount are impacted by CDSC (b) add an optional death benefit (the "Spousal
 Highest Daily Lifetime Seven with Beneficiary Income Option") (c) increase the
 range of "permitted portfolios" that you may elect if you have chosen the
 benefit, with some restrictions and (d) modify the asset transfer formula
 under the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. The Highest Daily Lifetime Seven with
 Beneficiary Income Option and the Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option allow the beneficiary to continue to withdraw the
 Annual Income Amount until the Protected Withdrawal Value is depleted. Thus,
 the option may be appropriate for an Annuity Owner who wants to provide an
 additional death benefit option to his/her beneficiary.


 The Highest Daily Lifetime Seven with Lifetime Income Accelerator provides a
 benefit under which the Annuity Owner may withdraw double the Annual Income
 Amount once he/she meets the benefit's eligibility requirements (e.g., being
 confined to a qualified nursing facility or being unable to perform two daily
 life activities as defined below). Thus, this benefit may be appropriate for
 an Annuity Owner who may meet these requirements at a future date.


 Except as otherwise provided here, the description of each optional living
 benefit set forth in the May 1, 2008 prospectus remains unchanged.

 This supplement also discusses certain changes to the Advanced Series Lifevest
 II Annuity ("ASL II"). Specifically, we have removed limitations on the amount
 of the basic Death Benefit paid under ASLII when death occurs on or after the
 decedent's age 85. We are also adding a restriction that the ASLII Annuity is
 only available for purchase up to age 85.

 CHANGES TO HIGHEST DAILY LIFETIME SEVEN


 A. Addition of Death Benefit (HD Lifetime Seven with Beneficiary Income
    Option/SM/)

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 Annuity Owner may opt for a death benefit, the value of which is linked to the
 Annual Income Amount under the benefit. As detailed below, a beneficiary
 taking the Annuity's death benefit under this feature is paid the Annual
 Income Amount until the Protected Withdrawal Value is depleted. (Note that the
 final payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). We may impose a maximum charge of 2.00% of Protected
 Withdrawal Value ("PWV") annually, but currently impose a charge of 0.95% of
 PWV annually, if you choose Highest Daily Lifetime Seven with Beneficiary
 Income Option. See the table entitled "Your Optional Benefit Fees and Charges"
 in the prospectus for a description of all fees and charges related to
 optional benefits.




 1. To reflect this death benefit option, we add the following to the
    description of Highest Daily Lifetime Seven, immediately after the
    sub-section entitled Additional Tax Considerations:


 HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. We refer to this optional death
 benefit as the Beneficiary Income Option or ("BIO"). You may choose Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit. You must elect the Beneficiary Income Option death benefit at
 the time you elect Highest Daily Lifetime Seven. If you elect Highest Daily
 Lifetime Seven prior to your state's approval of the Beneficiary Income Option
 and would like to add this feature later, you must terminate the Highest Daily
 Lifetime Seven benefit and elect the Highest Daily Lifetime Seven with
 Beneficiary Income Option. If you elected the Highest Daily Lifetime Seven
 benefit, you will have a 90 day transition period from the date the
 Beneficiary Income Option is approved in your state of residence to terminate
 your Highest Daily Lifetime Seven benefit and elect the Highest Daily Lifetime
 benefit with Beneficiary Income Option. If you do not elect to add the
 Beneficiary Income Option in the 90 day transition period, you can elect it on
 any anniversary of the Issue Date that is at least 90 calendar days from the
 date that the Highest Daily Lifetime Seven benefit was terminated. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose the
 guarantees that you had accumulated under your Highest Daily Lifetime Seven
 benefit and will begin new guarantees under the Highest Daily Lifetime Seven
 with BIO benefit based on the Account Value as of the date the new benefit is
 elected.

 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election. For purposes of
 this optional death benefit, we calculate the Annual Income Amount and
 Protected Withdrawal Value in the same manner that we do under Highest Daily
 Lifetime Seven itself. Because the fee for this benefit is based on the
 Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven with the
 Beneficiary Income Option may be greater than it would have been based on the
 Account Value alone.


 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic Death Benefit
 under the Annuity (b) the Protected Withdrawal Value and (c) the Annual Income
 Amount. If there were no withdrawals prior to the date of death, then we
 calculate the Protected Withdrawal Value for purposes of this death benefit as
 of the date of death, and we calculate the Annual Income Amount as if there
 were a withdrawal on the date of death. If there were withdrawals prior to the
 date of death, then we set the Protected Withdrawal Value and Annual Income
 Amount for purposes of this death benefit as of the date that we receive due
 proof of death.

 If there is one beneficiary, he/she must choose to receive either the basic
 Death Benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Thus, each beneficiary can choose to take
 his/her portion of either (a) the basic death benefit or (b) the Beneficiary
 Income Option death benefit. In order to receive the Beneficiary Income Option
 death benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount, equal to $3,750
       annually (i.e., the first beneficiary's 75% share multiplied by $5000),
       is then paid each year for the 20 year period. Payment of $3,750 for 20
       years results in total payments of $75,000 (i.e., the first
       beneficiary's 75% share of the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

                                      2



 If you elect to terminate Highest Daily Lifetime Seven with Beneficiary Income
 Option, both Highest Daily Lifetime Seven and that death benefit option will
 be terminated. You may not terminate the death benefit option without
 terminating the entire benefit. If you terminate Highest Daily Lifetime Seven
 with Beneficiary Income Option, your ability to elect other optional living
 benefits will be affected as indicated in the "Election and Designations under
 the Program" section, above.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Beneficiary Income Option:

 Highest Daily Lifetime Seven with Beneficiary Income Option: maximum charge of
 2.00% of PWV; current charge of 0.95% of PWV. *




        Total Maximum Charges                   Total Current Charges
- -------------------------------------  ---------------------------------------
                                        
ASAPIII:  1.25% of Sub-account net     ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net     APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net     ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven with Beneficiary Income Option. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts(in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts.

B. Addition of Lifetime Income Accelerator Feature (HD Lifetime Seven with
   Lifetime Income Accelerator/SM/).


 1. The following is added at the end of the section concerning Highest Daily
    Lifetime Seven.


 HD Lifetime Seven with Lifetime Income Accelerator/SM/. We offer another
 version of Highest Daily Lifetime Seven that we call Highest Daily Lifetime
 Seven with Lifetime Income Accelerator ("Highest Daily Lifetime Seven with
 LIA"). This version is only being offered in those jurisdictions where we have
 received regulatory approval and will be offered subsequently in other
 jurisdictions when we receive regulatory approval in those jurisdictions
 Highest Daily Lifetime Seven with LIA is offered as an alternative to other
 lifetime withdrawal options. If you elect this benefit, you may not elect any
 other optional benefit. The income benefit under Highest Daily Lifetime Seven
 with LIA currently is based on a single "designated life" who is between the
 ages of 55 and 75 on the date that the benefit is elected. If you elected the
 Highest Daily Lifetime Seven benefit prior to your state's approval of LIA,
 you will have a 90 day transition period from the date the Highest Daily
 Lifetime Seven with Lifetime Income Accelerator is approved in your state of
 residence to terminate your Highest Daily Lifetime Seven benefit and elect the
 Highest Daily Lifetime Seven with LIA benefit. If you do not elect to add the
 Lifetime Income Accelerator option in the 90 day transition period, you can
 elect it on any anniversary of the Issue Date that is at least 90 calendar
 days from the date that the Highest Daily Lifetime Seven benefit was
 terminated. If you terminate your Highest Daily Lifetime Seven Benefit to
 elect the Highest Daily Lifetime Seven with LIA benefit, you will lose the
 guarantees that you had accumulated under your Highest Daily Lifetime Seven
 benefit and will begin the new guarantees under the Highest Daily Lifetime
 Seven benefit with LIA based on the account value as of the date the new
 benefit is elected.

 Highest Daily Lifetime Seven with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime Seven
 with LIA, the maximum charge we may impose is 2.00% of Protected Withdrawal
 Value ("PWV") annually. We deduct the current charge (0.95% of PWV) at the end
 of each quarter, where each such quarter is part of a year that begins on the
 effective date of the benefit or an anniversary thereafter. Thus, on each such
 quarter-end (or the next Valuation Day, if the quarter-end is not a Valuation
 Day), we deduct 0.2375% of the Protected Withdrawal Value at the end of the
 quarter. We deduct the fee pro rata from each of your Sub-accounts including
 the AST Investment Grade Bond Portfolio Sub-account. Since this fee is based
 on the Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven
 with LIA may be greater than it would have been, had it been based on the
 Account Value alone. If the fee to be deducted exceeds the current Account
 Value, we will reduce the Account Value to zero, and continue the benefit as
 described below.


 If this benefit is being elected on an Annuity held as a 403 (b) plan, then in
 addition to meeting the eligibility requirements listed below for the LIA
 Amount you must separately qualify for distributions from the 403 (b) plan
 itself.

 You may choose Highest Daily Lifetime Seven without also electing LIA, however
 you may not elect LIA without Highest Daily Lifetime Seven. All terms and
 conditions of Highest Daily Lifetime Seven apply to this version of the
 benefit, except as described herein. Currently, if you elect Highest Daily
 Lifetime Seven with LIA and subsequently terminate the benefit, you will be
 able to re-elect Highest Daily Lifetime Seven with LIA but all conditions of
 the benefit described below must be met, and you may be subject to a waiting
 period until you can elect this or another lifetime withdrawal benefit.

                                      3




 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months,
 from the benefit effective date, and an elimination period of 120 days, from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Day
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, either or both of the following requirements ("LIA
 conditions") must be met. It is not necessary to meet both conditions:


   (1) The designated life is confined to a qualified nursing facility. A
   qualified nursing facility is a facility operated pursuant to law or any
   state licensed facility providing medically necessary in-patient care which
   is prescribed by a licensed physician in writing and based on physical
   limitations which prohibit daily living in a non-institutional setting.

   (2) The designated life is unable to perform two or more basic abilities of
   caring for oneself or "activities of daily living." We define these basic
   abilities as:

   i. Eating: Feeding oneself by getting food into the body from a receptacle
   (such as a plate, cup or table) or by a feeding tube or intravenously.

   ii. Dressing: Putting on and taking off all items of clothing and any
   necessary braces, fasteners or artificial limbs.

   iii. Bathing: Washing oneself by sponge bath; or in either a tub or shower,
   including the task of getting into or out of the tub or shower.

   iv. Toileting: Getting to and from the toilet, getting on and off the
   toilet, and performing associated personal hygiene.

   v. Transferring: Moving into or out of a bed, chair or wheelchair.

   vi. Continence: Maintaining control of bowel or bladder function; or when
   unable to maintain control of bowel or bladder function, the ability to
   perform personal hygiene (including caring for catheter or colostomy bag).

 You must notify us when the LIA conditions have been met. If, when we receive
 such notification, there are more than 120 days remaining until the end of the
 waiting period described above, you will not be eligible for the LIA Amount.
 If there are 120 days or less remaining until the end of the waiting period
 when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. Once eligibility is
 determined, the LIA Amount is equal to double the Annual Income Amount as
 described in this prospectus under the Highest Daily Lifetime Seven Benefit.

 Additionally, we will reassess your eligibility on an annual basis although
 your LIA benefit for the year that immediately precedes our reassessment will
 not be affected if it is determined that you are no longer eligible. Your
 first reassessment may occur in the same year as your initial assessment. If
 we determine you are no longer eligible to receive the LIA Amount, upon the
 next Annuity Anniversary the Annual Income Amount would replace the LIA
 Amount. There is no limit on the number of times you can become eligible for
 the LIA Amount, however, each time would require the completion of the 120-day
 elimination period, notification that the designated life meets the LIA
 conditions, and determination, through our then current administrative
 process, that you are eligible for the LIA Amount, each as described above.

 LIA amount at the first Withdrawal. If your first withdrawal subsequent to
 election of Highest Daily Lifetime Seven with LIA occurs while you are
 eligible for the LIA Amount, the available LIA Amount is equal to double the
 Annual Income Amount.

 LIA amount after the First Withdrawal. If you become eligible for the LIA
 Amount after you have taken your first withdrawal, the available LIA amount
 for the current and subsequent Annuity Years is equal to double the then
 current Annual Income Amount, however the available LIA amount in the current
 Annuity Year is reduced by any withdrawals that have been taken in the current
 Annuity Year. Cumulative withdrawals in an Annuity Year which are less than or
 equal to the LIA Amount (when eligible for the LIA amount) will not reduce
 your LIA Amount in subsequent Annuity Years, but any such withdrawals will
 reduce the LIA Amount on a dollar-for-dollar basis in that Annuity Year.

 Withdrawals In Excess of the LIA amount. If your cumulative withdrawals in an
 Annuity Year are in excess of the LIA Amount when you are eligible ("Excess
 Withdrawal"), your LIA Amount in subsequent years will be reduced (except with
 regard to required minimum distributions) by the result of the ratio of the
 excess portion of the withdrawal to the Account Value immediately prior to the
 Excess Withdrawal. Reductions include the actual amount of the withdrawal,
 including any CDSC that may apply. Withdrawals of any amount up to and
 including the LIA Amount will reduce the Protected Withdrawal Value by the
 amount of the withdrawal. Excess Withdrawals will reduce the Protected
 Withdrawal Value by the same ratio as the reduction to the LIA Amount. Any
 withdrawals that are less than or equal to the LIA amount (when eligible) but
 in excess of the free withdrawal amount available under this Annuity will not
 incur a CDSC.

                                      4



 Withdrawals are not required. However, subsequent to the first withdrawal, the
 LIA Amount is not increased in subsequent Annuity Years if you decide not to
 take a withdrawal in an Annuity Year or take withdrawals in an Annuity Year
 that in total are less than the LIA Amount.

 Purchase Payments. If you are eligible for the LIA Amount as described under
 "Eligibility Requirements for LIA Amount" and you make an additional Purchase
 Payment, we will increase your LIA Amount by double the amount we add to your
 Annual Income Amount.

 Step Ups. If your Annual Income Amount is stepped up, your LIA Amount will be
 stepped up to equal double the stepped up Annual Income Amount.

 Guarantee Payments. If your Account Value is reduced to zero as a result of
 cumulative withdrawals that are equal to or less than the LIA Amount, or as a
 result of the fee that we assess for Highest Daily Lifetime Seven with LIA,
 and there is still a LIA Amount available, we will make an additional payment
 for that Annuity Year equal to the remaining LIA Amount. Thus, in that
 scenario, the remaining LIA Amount would be payable even though your Account
 Value was reduced to zero. In subsequent Annuity Years we make payments that
 equal the LIA Amount as described in this section. We will make payments until
 the death of the single designated life. Should the designated life no longer
 qualify for the LIA amount (as described under "Eligibility Requirements for
 LIA Amount" above), the Annual Income Amount would continue to be available.
 Subsequent eligibility for the LIA Amount would require the completion of the
 120 day elimination period as well as meeting the LIA conditions listed above
 under "Eligibility Requirements for LIA Amount". To the extent that cumulative
 withdrawals in the current Annuity Year that reduce your Account Value to zero
 are more than the LIA Amount (except in the case of required minimum
 distributions), Highest Daily Lifetime Seven with LIA terminates, and no
 additional payments are made.

 Annuity Options. In addition to the Highest Daily Lifetime Seven Annuity
 Options described above, after the 10th benefit anniversary you may also
 request that we make annuity payments each year equal to the Annual Income
 Amount. In any year that you are eligible for the LIA Amount, we make annuity
 payments equal to the LIA Amount. If you would receive a greater payment by
 applying your Account Value to receive payments for life under your Annuity,
 we will pay the greater amount. Prior to the 10th benefit anniversary this
 option is not available.

 We will continue to make payments until the death of the Designated Life. If
 this option is elected, the Annual Income Amount and LIA Amount will not
 increase after annuity payments have begun.

 If you elect HD Lifetime Seven with LIA, and never meet the eligibility
 requirements you will not receive any additional payments based on the LIA
 Amount.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Optional Lifetime Income Accelerator:

 Highest Daily Lifetime Seven w/Optional Lifetime Income Accelerator: maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *




         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
ASAPIII:  1.25% of Sub-account net       ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net       APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net       ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven With Lifetime Income Accelerator. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For ASAP III, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For APEX II and ASL II, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts.


 C. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Highest
 Daily Lifetime Seven Benefit" to make clear that no withdrawal of the Annual
 Income Amount (provided such withdrawal does not constitute Excess Income)
 will be subject to a CDSC:

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

                                      5



 D. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 asset transfer formula differs from that set forth in the May 1, 2008
 prospectus. The revised formula reflects the fact that Account Value may
 include amounts allocated to certain Fixed Rate Options. Currently, no Fixed
 Rate Options are available for use with Highest Daily Lifetime Seven and
 Spousal Highest Daily Lifetime Seven.

 Here is the revised formula (the Table of "a" factors remains the same):

 Terms and Definitions referenced in the calculation formula:

   .   Cu - the upper target is established on the effective date of the
       Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   Ct - the target is established on the Effective Date and is not changed
       for the life of the guarantee. Currently, it is 80%.

   .   Cl - the lower target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.


   .   V\\F\\ the total value of all elected Fixed Rate Options in the Annuity.


   .   B - the total value of the AST Investment Grade Bond Portfolio
       Sub-account.

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.


   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account.


   .   * Note: withdrawals of less than the Annual Income Amount do not reduce
       the Income Basis.

 Target Value Calculation:

 On each business day, a target value (L) is calculated, according to the
 following formula. If the Account Value (V\\V\\ + V\\F\\) is equal to zero, no
 calculation is necessary.

 L = 0.05 * P * a

 Transfer Calculation:

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:

 Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

   .   If r (greater than) Cu, assets in the Permitted Sub-accounts are
       transferred to the AST Investment Grade Bond Portfolio Sub-account.

   .   If r (less than) Cl, and there are currently assets in the AST
       Investment Grade Bond Portfolio Sub-account (B (greater than) 0), assets
       in the AST Investment Grade Bond Portfolio Sub-account are transferred
       to the Permitted Sub-accounts according to most recent allocation
       instructions.

                                      6



 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines the transfer amount:

 T = {Min (V\\V\\ + V\\F\\), [L - B -        Money is transferred from the
 (V\\V\\ + V\\F\\) * Ct] / (1-Ct))}          elected Sub-accounts and Fixed
                                             Rate Options to the Transfer
                                             Account

 T = {Min (B,-[L - B -(V\\V\\ + V\\F\\)*     Money is transferred from the
 C\\t\\] / (1-C\\t\\))}                      Transfer Account to the elected
                                             Sub-accounts

 CHANGES TO SPOUSAL HIGHEST DAILY LIFETIME SEVEN

 1. We add the following, immediately after the section entitled "Additional
    Tax Considerations":


A. Addition of Death Benefit (Spousal HD Lifetime Seven with Beneficiary Income
   Option/SM/)

 The Annuity Owner may opt for a death benefit, the value of which is linked to
 the Annual Income Amount under the benefit. We refer to the death benefit as
 the Beneficiary Income Option. As detailed below, a beneficiary taking the
 Annuity's death benefit under this feature is paid the Annual Income Amount
 until the Protected Withdrawal Value is depleted. (Note that the final
 payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). We may impose a maximum charge of 2.00% of Protected
 Withdrawal Value ("PWV") annually, but currently impose a charge of 0.95% of
 PWV annually, if you choose Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option. To reflect this death benefit option, we add the
 following to the description of Spousal Highest Daily Lifetime Seven:

 Spousal HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. You may choose Spousal Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit ("BIO"). If you elect Spousal Highest Daily Lifetime Seven
 without the Beneficiary Income Option and would like to add this feature
 later, you must terminate the Spousal Highest Daily Lifetime Seven benefit and
 elect the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option.
 If you elected the Spousal Highest Daily Lifetime Seven benefit prior to your
 state's approval of BIO, you will have a 90 day transition period from the
 date the Beneficiary Income Option is approved in your state of residence to
 terminate your Spousal Highest Daily Lifetime Seven benefit and elect the
 Spousal Highest Daily Lifetime Seven benefit with Beneficiary Income Option.
 If you do not elect to add the Beneficiary Income Option in the 90 day
 transition period, you can elect it on any anniversary of the Issue Date that
 is at least 90 calendar days from the date that the Spousal Highest Daily
 Lifetime Seven benefit was terminated. If you terminate your Spousal Highest
 Daily Lifetime Seven benefit to elect the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option benefit, you will lose all guarantees under the
 Spousal Highest Daily Lifetime Seven benefit, and will begin new guarantees
 under the Spousal Highest Daily Lifetime Seven with BIO based on the Account
 Value as of the date the new benefit is elected.

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election. This death benefit is not transferable in the event of a divorce,
 nor may the benefit be split in accordance with any divorce proceedings or
 similar instrument of separation. Since this fee is based on the Protected
 Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven with BIO
 may be greater than it would have been, had it been based on the Account Value
 alone.

 For purposes of the Beneficiary Income Option death benefit, we calculate the
 Annual Income Amount and Protected Withdrawal Value in the same manner that we
 do under Spousal Highest Daily Lifetime Seven itself. Upon the first death of
 a Designated Life, no amount is payable under the Beneficiary Income Option
 death benefit. Upon the second death of a Designated Life, we identify the
 following amounts: (a) the amount of the base death benefit under the Annuity
 (b) the Protected Withdrawal Value and (c) the Annual Income Amount. If there
 were no withdrawals prior to the date of death, then we calculate the
 Protected Withdrawal Value for purposes of this death benefit as of the date
 of death, and we calculate the Annual Income Amount as if there were a
 withdrawal on the date of death. If there were withdrawals prior to the date
 of death, then we set the Protected Withdrawal Value and Annual Income Amount
 for purposes of this death benefit as of the date that we receive due proof of
 death.


 If there is one beneficiary, he/she must choose to receive either the base
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of annual payment of the
 Annual Income Amount - such payments may be annual or at other intervals that
 we permit). If there are multiple beneficiaries, each beneficiary is presented
 with the same choice. Thus, each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who

                                      7



 has opted to receive the Annual Income Amount to designate another
 beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount equal to $3,750 (i.e.,
       the first beneficiary's 75% share multiplied by $5,000) is then paid
       each year for the 20 year period. Payment of $3,750 for 20 years results
       in total payments of $75,000 (i.e., the first beneficiary's 75% share of
       the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option, both Spousal Highest Daily Lifetime Seven and that
 death benefit option will be terminated. You may not terminate the death
 benefit option without terminating the entire benefit. If you terminate
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option, your
 ability to elect other optional living benefits will be affected as indicated
 in the "Election and Designations under the Program" section, above.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Spousal Highest Daily Lifetime Seven With Beneficiary Income Option:

 Spousal Highest Daily Lifetime Seven w/Beneficiary Income Option: maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *




         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
ASAPIII:  1.25% of Sub-account net       ASAPIII:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
APEX II:  1.65% of Sub-account net       APEX II:  1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
ASL II:   1.65% of Sub-account net       ASL II:   1.65% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV


- --------

 *  Spousal Highest Daily Lifetime Seven With Beneficiary Income Option. Charge
    for this benefit is assessed against the Protected Withdrawal Value
    ("PWV"). As discussed in the description of the benefit, the charge is
    taken out of the Sub-accounts. For ASAP III, 0.95% of PWV is in addition to
    1.25% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For APEX II and ASL II, 0.95% of PWV is in
    addition to 1.65% annual charge of amounts invested in the Sub-accounts.


 B. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Spousal
 Highest Daily Lifetime Seven Benefit" to make clear that no withdrawal of the
 Annual Income Amount (provided such withdrawal does not constitute Excess
 Income) will be subject to a CDSC:

Note that if your withdrawal of the Annual Income Amount in a given Annuity
Year exceeds the applicable free withdrawal amount under the Annuity (but is
not considered Excess Income), we will not impose any CDSC on the amount of
that withdrawal.

 C. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven

 For elections of Spousal Highest Daily Lifetime Seven on or after July 21,
 2008, the asset transfer formula differs from that set forth in the May 1,
 2008 prospectus. See the section above under Highest Daily Lifetime Seven for
 the revised formula.

                                      8



 EXPANDED GROUP OF AVAILABLE FUNDS

 Under Investment Options, What Are the Investment Objectives And Policies Of
 The Portfolios?, we make the revisions appearing below.

 1. We replace the sentence stating "[t] following chart lists the currently
    available and permitted investment options . . ." with the following:

 As a condition to your participating in certain of our optional benefits, we
 limit the investment options to which you may allocate your Account Value.
 Broadly speaking, we offer two groups of permitted funds. Under the first
 group, your allowable investment options are more limited, but you are not
 subject to mandatory quarterly re-balancing. Under the second group, you may
 allocate your Account Value between a broader range of investment options, but
 must participate in quarterly re-balancing. The set of tables immediately
 below describes the first category of permitted investment options. The second
 set of tables describes the second category, under which:


 (a) you must allocate at least 20% of your Account Value to certain fixed
     income portfolios (currently, the AST PIMCO Total Return Bond Portfolio
     and the AST Western Asset Core Plus Bond Portfolio).

 (b) you may allocate up to 80% in the equity and other portfolios listed in
     the table below.

 (c) on each quarter (or the next Valuation Day, if the quarter-end is not a
     Valuation Day), we will automatically re-balance your Account Value, so
     that the percentages devoted to each Portfolio remain the same as those in
     effect on the immediately preceding quarter-end. Note that on the first
     quarter-end following your participation in the Optional Allocation and
     Rebalancing Program, we will re-balance your Account Value so that the
     percentages devoted to each Portfolio remain the same as those in effect
     when you began the Optional Allocation and Rebalancing Program.


 (d) between quarter-ends, you may re-allocate your Account Value among the
     investment options permitted within this category. If you reallocate, the
     next quarterly rebalancing will restore the percentages to those of your
     most recent reallocation.


 While those who do not participate in any optional benefit generally may
 invest in any of the investment options described in this prospectus, only
 those who participate in Highest Daily Lifetime Seven and Spousal Highest
 Daily Lifetime Seven may participate in the second category (along with its
 attendant re-balancing requirement). This second category is called our
 "Optional Allocation and Rebalancing Program." If you participate in the
 Optional Allocation and Rebalancing Program, you may not participate in a
 Dollar Cost Averaging Program or Automatic Rebalancing Program. We may modify
 or terminate the Optional Allocation and Rebalancing Program at any time. Any
 such modification or termination will (i) be implemented only after we have
 notified you in advance (ii) not affect the guarantees you had accrued under
 Highest Daily Lifetime Seven or Spousal Highest Daily Lifetime Seven or your
 ability to continue to participate in those optional benefits and (iii) not
 require you to transfer Account Value out of any Portfolio in which you
 participated immediately prior to the modification or termination.


                                      9



 The following chart lists the currently available and permitted investment
 options when you choose certain optional benefits/1/:

                    Group I: Allowable Benefit Allocations
- --------
/1/  Fund availability may vary by annuity.


                                          

  Optional Benefit Name/2/                    Allowable Benefit Allocations
  Lifetime Five Income Benefit                AST Academic Strategies Asset
  Spousal Lifetime Five Income Benefit        Allocation Portfolio
  Highest Daily Lifetime Five Income          AST Capital Growth Asset
  Benefit                                     Allocation Portfolio
  Highest Daily Lifetime Seven Income         AST Balanced Asset Allocation
  Benefit                                     Portfolio
  Spousal Highest Daily Lifetime Seven        AST Focus Four Plus Portfolio
  Income Benefit                              AST Preservation Asset Allocation
                                              Portfolio
  Highest Daily Value Death Benefit           AST First Trust Balanced Target
                                              Portfolio
                                              AST First Trust Capital
                                              Appreciation Target Portfolio
                                              AST Advanced Strategies Portfolio
                                              AST T. Rowe Price Asset
                                              Allocation Portfolio
                                              AST UBS Dynamic Alpha Strategy
                                              Portfolio
                                              AST Schroders Multi-Asset World
                                              Strategies Portfolio
                                              AST Niemann Capital Growth Asset
                                              Allocation Portfolio
                                              AST CLS Growth Asset Allocation
                                              Portfolio
                                              AST CLS Moderate Asset Allocation
                                              Portfolio
                                              AST Horizon Growth Asset
                                              Allocation Portfolio
                                              AST Horizon Moderate Asset
                                              Allocation Portfolio
                                              Franklin Templeton VIP Founding
                                              Funds Allocation Fund
 --------------------------------------------------------------------------------

  Combo 5% Rollup & HAV Death Benefit         All investment options permitted,
                                              EXCEPT these:
  Guaranteed Minimum Income Benefit           ProFund VP UltraNASDAQ-100
  Guaranteed Minimum Withdrawal Benefit       ProFund VP UltraSmall Cap
  GRO/GRO PLUS/GRO PLUS 2008                  ProFund VP Semiconductor
  Highest Anniversary Value Death Benefit     ProFund VP Internet
                                              ProFund VP UltraBull
  Highest Daily GRO                           Value Line(R) Target 25
                                              AIM VI Technology
                                              ProFund VP Technology
                                              NASDAQ(R) Target 15
                                              ProFund VP Biotechnology
                                              ProFund VP Short Small-Cap
                                              Access VP High Yield
                                              ProFund VP Short Mid-Cap
                                              Evergreen VA Growth Fund
 --------------------------------------------------------------------------------

                                              Additional 5 investment options
                                              NOT permitted with GRO Plus 2008
  GRO Plus 2008                               & Highest Daily GRO
  Highest Daily GRO                           ProFund VP Ultra Mid-Cap
                                              ProFund VP Precious Metals
                                              ProFund VP NASDAQ-100
                                              ProFund VP Asia 30
                                              ProFund VP Short NASDAQ-100
 --------------------------------------------------------------------------------

             Group II: Optional Allocation and Rebalancing Program

  Optional Benefit Name/2/                    Allowable Benefit Allocations
  Highest Daily Lifetime Seven                AST Academic Strategies Asset
  Spousal Highest Daily Lifetime Seven        Allocation
                                              AST Advanced Strategies
                                              AST Aggressive Asset Allocation
                                              AST AllianceBernstein Core Value
                                              AST AllianceBernstein Growth &
                                              Income
 --------------------------------------------------------------------------------

/2/  Detailed Information regarding these optional benefits can be found in the
     "Living Benefits" and "Death Benefits" sections of this prospectus.

                                      10




                                            AST American Century Income &
                                            Growth
                                            AST Balanced Asset Allocation
                                            AST Capital Growth Asset
                                            Allocation
                                            AST CLS Growth Asset Allocation
                                            AST CLS Moderate Asset Allocation
                                            AST Cohen & Steers Realty
                                            AST DeAM Large-Cap Value
                                            AST Federated Aggressive Growth
                                            AST First Trust Balanced Target
                                            AST First Trust Capital
                                            Appreciation Target
                                            AST Focus Four Plus
                                            AST Global Real Estate
                                            AST Goldman Sachs Concentrated
                                            Growth
                                            AST Goldman Sachs Mid-Cap Growth
                                            AST Goldman Sachs Small-Cap Value
                                            AST High Yield
                                            AST Horizon Growth Asset
                                            Allocation
                                            AST Horizon Moderate Asset
                                            Allocation
                                            AST International Growth
                                            AST International Value
                                            AST JPMorgan International Equity
                                            AST Large-Cap Value
                                            AST Lord Abbett Bond-Debenture
                                            AST Marsico Capital Growth
                                            AST MFS Global Equity
                                            AST MFS Growth
                                            AST Mid-Cap Value
                                            AST Money Market
                                            AST Neuberger Berman Mid-Cap
                                            Growth
                                            AST Neuberger Berman LSV Midcap
                                            Value
                                            AST Neuberger Berman Small-Cap
                                            Growth
                                            AST Niemann Capital Growth Asset
                                            Allocation
                                            AST Parametric Emerging Markets
                                            Equity
                                            AST PIMCO Limited Maturity Bond
                                            AST PIMCO Total Return Bond
                                            AST Preservation Asset Allocation
                                            AST QMA US Equity Alpha
                                            AST Schroders Multi-Asset World
                                            Strategies Portfolio
                                            AST Small-Cap Growth
                                            AST Small-Cap Value
                                            AST T. Rowe Price Asset Allocation
                                            AST T. Rowe Price Global Bond
                                            AST T. Rowe Price Large-Cap Growth
                                            AST T. Rowe Price Natural
                                            Resources
                                            AST UBS Dynamic Alpha Strategy
                                            AST Western Asset Core Plus Bond
                                            Franklin Templeton VIP Founding
                                            Funds Allocation Fund
                                            ProFund VP Consumer Goods
                                            ProFund VP Consumer Services
                                            ProFund VP Financials
                                            ProFund VP Health Care
                                            ProFund VP Industrials
                                            ProFund VP Large-Cap Growth
                                            ProFund VP Large-Cap Value
                                            ProFund VP Mid-Cap Growth
                                            ProFund VP Mid-Cap Value
                                            ProFund VP Real Estate
                                            ProFund VP Small-Cap Growth
                                            ProFund VP Small-Cap Value
                                            ProFund VP Telecommunications
                                            ProFund VP Utilities

                                      11



 CHANGES TO THE ASLII ANNUITY

 We make the following revisions to the prospectus in order to remove
 limitations on the amount of the basic Death Benefit paid under our ASLII
 Annuity when death occurs on or after the decedent's age 85. We are also
 adding a restriction that the ASLII Annuity is only available for purchase up
 to age 85.

   .   Within the section "Purchasing Your Annuity," within the subsection
       "What Are Our Requirements for Purchasing One of the Annuities?," we
       replace the paragraph entitled "Age Restrictions" with the following:


 Age Restrictions: Unless we agree otherwise and subject to our rules, the
 Owner (or Annuitant if entity owned) must not be older than a maximum issue
 age as of the Issue Date of the Annuity as follows: age 80 for ASAP III, and
 age 85 for APEX II and ASL II. If an Annuity is owned jointly, the oldest of
 the Owners must not be older than the maximum issue age on the Issue Date. You
 should consider your need to access your Account Value and whether the
 Annuity's liquidity features will satisfy that need. If you take a
 distribution prior to age 59 1/2, you may be subject to a 10% penalty in
 addition to ordinary income taxes on any gain. The availability and level of
 protection of certain optional benefits may vary based on the age of the Owner
 on the Issue Date of the Annuity or the date of the Owner's death.


   .   Within the section "Death Benefit," within the subsection "Basic Death
       Benefit," we replace the last three paragraphs with the following:


 For ASAP III and APEX II Annuities, the existing basic Death Benefit (for all
 decedent ages) is the greater of:

   .   The sum of all Purchase Payments less the sum of all proportional
       withdrawals.

   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations.

 For ASL II Annuities issued before July 21, 2008, where death occurs before
 the decedent's age 85, the basic Death Benefit is the greater of:


   .   The sum of all Purchase Payments less the sum of all proportional
       withdrawals.

   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations.

 For ASL II Annuities issued before July 21, 2008 where death occurs after the
 decedent's age 85, the Death Benefit is (a) your Account Value (for Annuities
 other than those issued in New York) or (b) your Account Value in the
 Sub-accounts plus your Interim Value in the Fixed Allocations (for Annuities
 issued in New York only).

 For ASL II Annuities issued on or after July 21, 2008, subject to regulatory
 approval, the basic Death Benefit is the greater of:

   .   The sum of all Purchase Payments less the sum of all proportional
       withdrawals.

   .   The sum of your Account Value in the Sub-accounts and your Interim Value
       in the Fixed Allocations.

 "Proportional withdrawals" are determined by calculating the percentage of
 your Account Value that each prior withdrawal represented when withdrawn. For
 example, a withdrawal of 50% of Account Value would be considered as a 50%
 reduction in Purchase Payments for purposes of calculating the basic Death
 Benefit.

                                      12




                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION


 OPTIMUM/SM/
 OPTIMUM FOUR/SM/

 OPTIMUM XTRA


                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008


 This supplement should be read and retained with the prospectus for your
 Optimum and Optimum Four Annuities. If you would like another copy of the
 prospectus, please call us at 1-888-PRU-2888.


 This supplement is being issued to describe enhancements that are being made
 to certain optional living benefits available under each of the
 above-referenced Annuities. The terms used in this supplement are defined in
 the Glossary of Terms in the prospectus. With respect to Highest Daily
 Lifetime Seven, we (a) revise the way that certain withdrawals of the Annual
 Income Amount are impacted by the Contingent Deferred Sales Charge ("CDSC")
 (b) add an optional death benefit, (the "Highest Daily Lifetime Seven with
 Beneficiary Income Option") (c) add an optional benefit that increases the
 Annual Income Amount if the owner qualifies for increased payments, (the
 "Highest Daily Lifetime Seven with Lifetime Income Accelerator"), and
 (d) modify the asset transfer formula under the benefit, to make clear that
 the Account Value may include amounts allocated to certain Fixed Rate Options.
 For Spousal Highest Daily Lifetime Seven, we (a) revise the way that certain
 withdrawals of the Annual Income Amount are impacted by CDSC (b) add an
 optional death benefit (the "Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option") and (c) modify the asset transfer formula under
 the benefit, to make clear that the Account Value may include amounts
 allocated to certain Fixed Rate Options. The Highest Daily Lifetime Seven with
 Beneficiary Income Option and the Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option allow the beneficiary to continue to withdraw the
 Annual Income Amount until the Protected Withdrawal Value is depleted. Thus,
 the option may be appropriate for an Annuity Owner who wants to provide an
 additional death benefit option to his/her beneficiary.


 The Highest Daily Lifetime Seven with Lifetime Income Accelerator provides a
 benefit under which the Annuity Owner may withdraw double the Annual Income
 Amount once he/she meets the benefit's eligibility requirements (e.g., being
 confined to a qualified nursing facility or being unable to perform two daily
 life activities as defined below). Thus, this benefit may be appropriate for
 an Annuity Owner who may meet these requirements at a future date.


 Except as otherwise provided here, the description of each optional living
 benefit set forth in the May 1, 2008 prospectus remains unchanged.

 CHANGES TO HIGHEST DAILY LIFETIME SEVEN


 A. Addition of Death Benefit (HD Lifetime Seven with Beneficiary Income
    Option/SM/)

 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 Annuity Owner may opt for a death benefit, the value of which is linked to the
 Annual Income Amount under the benefit. As detailed below, a beneficiary
 taking the Annuity's death benefit under this feature is paid the Annual
 Income Amount until the Protected Withdrawal Value is depleted. (Note that the
 final payment, exhausting the Protected Withdrawal Value, may be less than the
 Annual Income Amount). We may impose a maximum charge of 2.00% of Protected
 Withdrawal Value ("PWV") annually, but currently impose a charge of 0.95% of
 PWV annually, if you choose Highest Daily Lifetime Seven with Beneficiary
 Income Option. See the table entitled "Your Optional Benefit Fees and Charges"
 in the prospectus for a description of all fees and charges related to
 optional benefits.


 1. To reflect this death benefit option, we add the following to the
    description of Highest Daily Lifetime Seven, immediately after the
    sub-section entitled Additional Tax Considerations:


 HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. We refer to this optional death
 benefit as the Beneficiary Income Option ("BIO"). You may choose Highest Daily
 Lifetime Seven without also selecting the Beneficiary Income Option death
 benefit. You must elect the Beneficiary Income Option death benefit at the
 time you elect Highest Daily Lifetime Seven. If you elect Highest Daily
 Lifetime Seven prior to your state's approval of the Beneficiary Income Option
 and would like to add this feature later, you must terminate the Highest Daily
 Lifetime Seven benefit and elect the Highest Daily Lifetime Seven with
 Beneficiary Income Option. If you elected the Highest Daily Lifetime Seven
 benefit, you will have a 90 day transition period from the date the
 Beneficiary Income Option is approved in your state of residence to terminate
 your Highest Daily Lifetime Seven benefit and elect the Highest Daily Lifetime
 Seven benefit with Beneficiary Income Option. If you do not elect to add the
 Beneficiary Income Option in the 90 day transition period, you can elect it on
 any anniversary of the Issue Date that is at least 90 calendar days from the
 date that the Highest Daily Lifetime Seven benefit was terminated. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with Beneficiary Income Option benefit, you will lose all
 guarantees under the Highest Daily Lifetime Seven benefit, and will begin the
 new guarantees under the Highest Daily Lifetime Seven benefit with BIO based
 on the Account Value as of the date the new benefit becomes active.





 If you elect this death benefit, you may not elect any other optional benefit.
 You may elect the Beneficiary Income Option death benefit so long as the
 Annuitant is no older than age 75 at the time of election. For purposes of
 this optional death benefit, we calculate the Annual Income Amount and
 Protected Withdrawal Value in the same manner that we do under Highest Daily
 Lifetime Seven itself (except that for Optimum XTra, we exclude from the
 Protected Withdrawal Value the amount of any Credit that was granted within 12
 months prior to death). Because the fee for this benefit is based on the
 Protected Withdrawal Value, the fee for Highest Daily Lifetime Seven with the
 Beneficiary Income Option may be greater than it would have been based on the
 Account Value alone.


 Upon a death that triggers payment of a death benefit under the Annuity, we
 identify the following amounts: (a) the amount of the basic Death Benefit
 under the Annuity (b) the Protected Withdrawal Value and (c) the Annual Income
 Amount. If there were no withdrawals prior to the date of death, then we
 calculate the Protected Withdrawal Value for purposes of this death benefit as
 of the date of death, and we calculate the Annual Income Amount as if there
 were a withdrawal on the date of death. If there were withdrawals prior to the
 date of death, then we set the Protected Withdrawal Value and Annual Income
 Amount for purposes of this death benefit as of the date that we receive due
 proof of death.

 If there is one beneficiary, he/she must choose to receive either the basic
 Death Benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of periodic payments of
 the Annual Income Amount - such payments may be annual or at other intervals
 that we permit). If there are multiple beneficiaries, each beneficiary is
 presented with the same choice. Thus, each beneficiary can choose to take
 his/her portion of either (a) the basic death benefit or (b) the Beneficiary
 Income Option death benefit. In order to receive the Beneficiary Income Option
 death benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount, equal to $3,750
       annually (i.e., the first beneficiary's 75% share multiplied by $5000),
       is then paid each year for the 20 year period. Payment of $3,750 for 20
       years results in total payments of $75,000 (i.e., the first
       beneficiary's 75% share of the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Highest Daily Lifetime Seven with Beneficiary Income
 Option, both Highest Daily Lifetime Seven and that death benefit option will
 be terminated. You may not terminate the death benefit option without
 terminating the entire benefit. If you terminate Highest Daily Lifetime Seven
 with Beneficiary Income Option, your ability to elect other optional living
 benefits will be affected as indicated in the "Election and Designations under
 the Program" section, above.

                                      2



 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Beneficiary Income Option:

 Highest Daily Lifetime Seven with Beneficiary Income Option: maximum charge of
 2.00% of PWV; current charge of 0.95% of PWV. *




         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
Optimum:  1.25% of Sub-account net       Optimum:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Four:     assets + 2.00% of PWV          Four:   assets + 0.95% of PWV
Optimum   1.75% of Sub-account net       Optimum   1.75% of Sub-account net
  XTra:     assets + 2.00% of PWV          XTra:   assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven With Beneficiary Income Option. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For Optimum, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For Optimum Four, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For Optimum XTra,
    0.95% of PWV is in addition to 1.75% annual charge.

 B. Addition of Lifetime Income Accelerator Feature (HD Lifetime Seven with
    Lifetime Income Accelerator/SM/).


 A. The following is added at the end of the section concerning Highest Daily
    Lifetime Seven.


 HD Lifetime Income Accelerator/SM/. We offer another version of Highest Daily
 Lifetime Seven that we call Highest Daily Lifetime Seven with Lifetime Income
 Accelerator ("Highest Daily Lifetime Seven with LIA"). This version is only
 being offered in those jurisdictions where we have received regulatory
 approval and will be offered subsequently in other jurisdictions when we
 receive regulatory approval in those jurisdictions. Highest Daily Lifetime
 Seven with LIA is offered as an alternative to other lifetime withdrawal
 options. If you elect this benefit, you may not elect any other optional
 benefit. The income benefit under Highest Daily Lifetime Seven with LIA
 currently is based on a single "designated life" who is between the ages of 55
 and 75 on the date that the benefit is elected. If you elected the Highest
 Daily Lifetime Seven benefit prior to your state's approval of LIA, you will
 have a 90 day transition period from the date the Highest Daily Lifetime Seven
 with Lifetime Income Accelerator is approved in your state of residence to
 terminate your Highest Daily Lifetime Seven benefit and elect the Highest
 Daily Lifetime Seven with LIA benefit. If you do not elect to add the Lifetime
 Income Accelerator option in the 90 day transition period, you can elect it on
 any anniversary of the Issue Date that is at least 90 calendar days from the
 date that the Highest Daily Lifetime Seven benefit was terminated. If you
 terminate your Highest Daily Lifetime Seven benefit to elect the Highest Daily
 Lifetime Seven with LIA benefit, you will lose all guarantees under the
 Highest Daily Lifetime Seven benefit and will begin the new guarantees under
 the Highest Daily Lifetime Seven benefit with LIA based on the Account Value
 as of the date the new benefit becomes active.

 Highest Daily Lifetime Seven with LIA guarantees, until the death of the
 single designated life, the ability to withdraw an amount equal to double the
 Annual Income Amount (which we refer to as the "LIA Amount") if you meet the
 conditions set forth below. If you choose the Highest Daily Lifetime Seven
 with LIA, the maximum charge we may impose is 2.00% of Protected Withdrawal
 Value ("PWV") annually. We currently assess a charge of 0.95% of PWV annually.
 We deduct this 0.95% fee at the end of each quarter, where each such quarter
 is part of a year that begins on the effective date of the benefit or an
 anniversary thereafter. Thus, on each such quarter-end (or the next Valuation
 Day, if the quarter-end is not a Valuation Day), we deduct 0.2375% of the
 Protected Withdrawal Value at the end of the quarter. We deduct the fee pro
 rata from each of your Sub-accounts including the AST Investment Grade Bond
 Portfolio Sub-account. Since this fee is based on the Protected Withdrawal
 Value, the fee for Highest Daily Lifetime Seven with LIA may be greater than
 it would have been, had it been based on the Account Value alone. If the fee
 to be deducted exceeds the current Account Value, we will reduce the Account
 Value to zero, and continue the benefit as described below.


 If this benefit is being elected on an Annuity held as a 403 (b) plan, then in
 addition to meeting the eligibility requirements listed below for the LIA
 Amount you must separately qualify for distributions from the 403 (b) plan
 itself.

 You may choose Highest Daily Lifetime Seven without also electing LIA, however
 you may not elect LIA without Highest Daily Lifetime Seven. All terms and
 conditions of Highest Daily Lifetime Seven apply to this version of the
 benefit, except as described herein. Currently, if you elect Highest Daily
 Lifetime Seven with LIA and subsequently terminate the benefit, you will be
 able to re-elect Highest Daily Lifetime Seven with LIA but all conditions of
 the benefit described below must be met, and you may be subject to a waiting
 period until you can elect this or another lifetime withdrawal benefit.


                                      3




 Eligibility Requirements for LIA Amount. Both a waiting period of 36 months,
 from the benefit effective date, and an elimination period of 120 days, from
 the date of notification that one or both of the requirements described
 immediately below have been met, apply before you can become eligible for the
 LIA Amount. Assuming the 36 month waiting period has been met and we have
 received the notification referenced in the immediately preceding sentence,
 the LIA amount would be available for withdrawal on the Valuation Date
 immediately after the 120/th/ day. The waiting period and the elimination
 period may run concurrently. In addition to satisfying the waiting and
 elimination period, either or both of the following requirements ("LIA
 conditions") must be met. It is not necessary to meet both conditions:


   (1) The designated life is confined to a qualified nursing facility. A
   qualified nursing facility is a facility operated pursuant to law or any
   state licensed facility providing medically necessary in-patient care which
   is prescribed by a licensed physician in writing and based on physical
   limitations which prohibit daily living in a non-institutional setting.

   (2) The designated life is unable to perform two or more basic abilities of
   caring for oneself or "activities of daily living." We define these basic
   abilities as:

   i. Eating: Feeding oneself by getting food into the body from a receptacle
   (such as a plate, cup or table) or by a feeding tube or intravenously.

   ii. Dressing: Putting on and taking off all items of clothing and any
   necessary braces, fasteners or artificial limbs.

   iii. Bathing: Washing oneself by sponge bath; or in either a tub or shower,
   including the task of getting into or out of the tub or shower.

   iv. Toileting: Getting to and from the toilet, getting on and off the
   toilet, and performing associated personal hygiene.

   v. Transferring: Moving into or out of a bed, chair or wheelchair.

   vi. Continence: Maintaining control of bowel or bladder function; or when
   unable to maintain control of bowel or bladder function, the ability to
   perform personal hygiene (including caring for catheter or colostomy bag).

 You must notify us when the LIA conditions have been met. If, when we receive
 such notification, there are more than 120 days remaining until the end of the
 waiting period described above, you will not be eligible for the LIA Amount.
 If there are 120 days or less remaining until the end of the waiting period
 when we receive notification that the LIA conditions are met, we will
 determine eligibility for the LIA Amount through our then current
 administrative process, which may include, but is not limited to,
 documentation verifying the LIA conditions and/or an assessment by a third
 party of our choice. Such assessment may be in person and we will assume any
 costs associated with the aforementioned assessment. Once eligibility is
 determined, the LIA Amount is equal to double the Annual Income Amount as
 described in this prospectus under the Highest Daily Lifetime Seven Benefit.

 Additionally, we will reassess your eligibility on an annual basis although
 your LIA benefit for the year that immediately precedes our reassessment will
 not be affected if it is determined that you are no longer eligible. Your
 first reassessment may occur in the same year as your initial assessment. If
 we determine you are no longer eligible to receive the LIA Amount, upon the
 next Annuity Anniversary the Annual Income Amount would replace the LIA
 Amount. There is no limit on the number of times you can become eligible for
 the LIA Amount, however, each time would require the completion of the 120-day
 elimination period, notification that the designated life meets the LIA
 conditions, and determination, through our then current administrative
 process, that you are eligible for the LIA Amount, each as described above.


LIA amount at the First Withdrawal. If your first withdrawal subsequent to
election of Highest Daily Lifetime Seven with LIA occurs while you are eligible
for the LIA Amount, the available LIA Amount is equal to double the Annual
Income Amount.

LIA amount after the First Withdrawal. If you become eligible for the LIA
Amount after you have taken your first withdrawal, the available LIA amount for
the current and subsequent Annuity Years is equal to double the then current
Annual Income Amount, however the available LIA amount in the current Annuity
Year is reduced by any withdrawals that have been taken in the current Annuity
Year. Cumulative withdrawals in an Annuity Year which are less than or equal to
the LIA Amount (when eligible for the LIA amount) will not reduce your LIA
Amount in subsequent Annuity Years, but any such withdrawals will reduce the
LIA Amount on a dollar-for-dollar basis in that Annuity Year.

Withdrawals in Excess of the LIA amount. If your cumulative withdrawals in an
Annuity Year are in excess of the LIA Amount when you are eligible ("Excess
Withdrawal"), your LIA Amount in subsequent years will be reduced (except with
regard to required minimum distributions) by the result of the ratio of the
excess portion of the withdrawal to the Account Value immediately prior to the
Excess Withdrawal. Reductions include the actual amount of the withdrawal,
including any CDSC that may apply. Withdrawals of any amount up to and
including the LIA Amount will reduce the Protected Withdrawal Value by the
amount of the withdrawal. Excess Withdrawals will reduce the Protected
Withdrawal Value by the same ratio as the reduction to


                                      4



the LIA Amount. Any withdrawals that are less than or equal to the LIA amount
(when eligible) but in excess of the free withdrawal amount available under
this Annuity will not incur a CDSC.

Withdrawals are not required. However, subsequent to the first withdrawal, the
LIA Amount is not increased in subsequent Annuity Years if you decide not to
take a withdrawal in an Annuity Year or take withdrawals in an Annuity Year
that in total are less than the LIA Amount.


Purchase Payments. If you are eligible for the LIA Amount as described under
"Eligibility Requirements for LIA Amount" and you make an additional Purchase
Payment, we will increase your LIA Amount by double the amount we add to your
Annual Income Amount.

Step Ups. If your Annual Income Amount is stepped up your LIA Amount will be
stepped up to equal double the stepped up Annual Income Amount.

Guarantee Payments. If your Account Value is reduced to zero as a result of
cumulative withdrawals that are equal to or less than the LIA Amount, or as a
result of the fee that we assess for Highest Daily Lifetime Seven with LIA, and
there is still a LIA Amount available, we will make an additional payment for
that Annuity Year equal to the remaining LIA Amount. Thus, in that scenario,
the remaining LIA Amount would be payable even though your Account Value was
reduced to zero. In subsequent Annuity Years we make payments that equal the
LIA Amount as described in this section. We will make payments until the death
of the single designated life. Should the designated life no longer qualify for
the LIA amount (as described under "Eligibility Requirements for LIA Amount"
above), the Annual Income Amount would continue to be available. Subsequent
eligibility for the LIA Amount would require the completion of the 120 day
elimination period as well as meeting the LIA conditions listed above under
"Eligibility Requirements for LIA Amount". To the extent that cumulative
withdrawals in the current Annuity Year that reduce your Account Value to zero
are more than the LIA Amount (except in the case of required minimum
distributions), Highest Daily Lifetime Seven with LIA terminates, and no
additional payments are made.

Annuity Options. In addition to the Highest Daily Lifetime Seven Annuity
Options described above, after the 10th benefit anniversary you may also
request that we make annuity payments each year equal to the Annual Income
Amount. In any year that you are eligible for the LIA Amount, we make annuity
payments equal to the LIA Amount. If you would receive a greater payment by
applying your Account Value to receive payments for life under your Annuity, we
will pay the greater amount. Prior to the 10th benefit anniversary this option
is not available.


We will continue to make payments until the death of the Designated Life. If
this option is elected, the Annual Income Amount and LIA Amount will not
increase after annuity payments have begun.

 If you elect HD Lifetime Seven with LIA, and never meet the eligibility
 requirements you will not receive any additional payments based on the LIA
 Amount.

 B. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Highest Daily Lifetime Seven With Optional Lifetime Income Accelerator:

 Highest Daily Lifetime Seven w/Optional Lifetime Income Accelerator maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *




         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
Optimum:  1.25% of Sub-account net       Optimum:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Four:     assets + 2.00% of PWV          Four:   assets + 0.95% of PWV
Optimum   1.75% of Sub-account net       Optimum   1.75% of Sub-account net
  XTra:     assets + 2.00% of PWV          XTra:   assets + 0.95% of PWV


- --------

 *  Highest Daily Lifetime Seven with Lifetime Income Accelerator. Charge for
    this benefit is assessed against the Protected Withdrawal Value ("PWV"). As
    discussed in the description of the benefit, the charge is taken out of the
    Sub-accounts. For Optimum, 0.95% of PWV is in addition to 1.25% annual
    charge of amounts invested in the Sub-accounts (in Annuity Years 1-8) and
    0.65% annual charge of amounts invested in the Sub-accounts in subsequent
    Annuity Years. For Optimum Four, 0.95% of PWV is in addition to 1.65%
    annual charge of amounts invested in the Sub-accounts. For Optimum XTra,
    0.95% of PWV is in addition to 1.75% annual charge.


                                      5




 C. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC


 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Highest
 Daily Lifetime Seven Benefit" to make clear that no withdrawal of the Annual
 Income Amount (provided such withdrawal does not constitute Excess Income)
 will be subject to a CDSC:

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.


 D. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven


 For elections of Highest Daily Lifetime Seven on or after July 21, 2008, the
 asset transfer formula differs from that set forth in the May 1, 2008
 prospectus. The revised formula reflects the fact that Account Value may
 include amounts allocated to certain Fixed Rate Options. Currently, no Fixed
 Rate Options are available for use with Highest Daily Lifetime Seven and
 Spousal Highest Daily Lifetime Seven.

 Here is the revised formula (the Table of "a" factors remains the same):

 Terms and Definitions referenced in the calculation formula:

   .   Cu - the upper target is established on the effective date of the
       Highest Daily Lifetime Seven benefit (the "Effective Date") and is not
       changed for the life of the guarantee. Currently, it is 83%.

   .   Ct - the target is established on the Effective Date and is not changed
       for the life of the guarantee. Currently, it is 80%.

   .   Cl - the lower target is established on the Effective Date and is not
       changed for the life of the guarantee. Currently, it is 77%.

   .   L - the target value as of the current business day.

   .   r - the target ratio.

   .   a - factors used in calculating the target value. These factors are
       established on the Effective Date and are not changed for the life of
       the guarantee.

   .   V\\v\\ - the total value of all Permitted Sub-accounts in the Annuity.


   .   V\\F\\ the total value of all elected Fixed Rate Options in the Annuity.


   .   B - the total value of the AST Investment Grade Bond Portfolio
       Sub-account.

   .   P - Income Basis. Prior to the first withdrawal, the Income Basis is the
       Protected Withdrawal Value calculated as if the first withdrawal were
       taken on the date of calculation. After the first withdrawal, the Income
       Basis is equal to the greater of (1) the Protected Withdrawal Value at
       the time of the first withdrawal, adjusted for additional purchase
       payments including the amount of any associated Credits, and adjusted
       proportionally for excess withdrawals*, (2) any highest quarterly value
       increased for additional purchase payments including the amount of any
       associated Credits, and adjusted for withdrawals, and (3) the Account
       Value.


   .   T - the amount of a transfer into or out of the AST Investment Grade
       Bond Portfolio Sub-account.


 *  Note: withdrawals of less than the Annual Income Amount do not reduce the
    Income Basis.

 Target Value Calculation:

 On each business day, a target value (L) is calculated, according to the
 following formula. If the Account Value (V\\V\\ + V\\F\\) is equal to zero, no
 calculation is necessary.

 L = 0.05 * P * a

                                      6



 Transfer Calculation:

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines when a transfer is required:

 Target Ratio r = (L - B) / (V\\V\\ + V\\F\\).

   .   If r (greater than) Cu, assets in the Permitted Sub-accounts are
       transferred to the AST Investment Grade Bond Portfolio Sub-account.

   .   If r (less than) Cl, and there are currently assets in the AST
       Investment Grade Bond Portfolio Sub-account (B (greater than) 0), assets
       in the AST Investment Grade Bond Portfolio Sub-account are transferred
       to the Permitted Sub-accounts according to most recent allocation
       instructions.

 The following formula, which is set on the Benefit Effective Date and is not
 changed for the life of the guarantee, determines the transfer amount:

       T = {Min (V\\V\\ + V\\F\\), [L - B - (V\\V\\ + V\\F\\) * Ct] / (1-Ct))}
       Money is transferred from the elected Sub-accounts and Fixed Rate
       Options to the Transfer Account

       T = {Min (B, - [L - B -(V\\V\\ + V\\F\\)* C\\t\\] / (1-C\\t\\))} Money
       is transferred from the Transfer Account to the elected Sub-accounts

 CHANGES TO SPOUSAL HIGHEST DAILY LIFETIME SEVEN

 1. We add the following, immediately after the section entitled "Additional
    Tax Considerations":


 A. Addition of Death Benefit (Spousal HD Lifetime Seven with Beneficiary
    Income Option/SM/)

The Annuity Owner may opt for a death benefit, the value of which is linked to
the Annual Income Amount under the benefit. We refer to the death benefit as
the Beneficiary Income Option. As detailed below, a beneficiary taking the
Annuity's death benefit under this feature is paid the Annual Income Amount
until the Protected Withdrawal Value is depleted. (Note that the final payment,
exhausting the Protected Withdrawal Value, may be less than the Annual Income
Amount). We may impose a maximum charge of 2.00% of Protected Withdrawal Value
("PWV") annually, but currently impose a charge of 0.95% of PWV annually if you
choose the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option.
To reflect this death benefit option, we add the following to the description
of Spousal Highest Daily Lifetime Seven:

 Spousal HD Lifetime Seven with Beneficiary Income Option/SM/

 We offer an optional death benefit feature under this benefit, the amount of
 which is linked to your Annual Income Amount. You may choose Spousal Highest
 Daily Lifetime Seven without also selecting the Beneficiary Income Option
 death benefit. If you elect Spousal Highest Daily Lifetime Seven without the
 Beneficiary Income Option ("BIO") and would like to add this feature later,
 you must terminate the Spousal Highest Daily Lifetime Seven benefit and elect
 the Spousal Highest Daily Lifetime Seven with Beneficiary Income Option. If
 you elected the Spousal Highest Daily Lifetime Seven benefit prior to your
 State's approval of BIO, you will have a 90 day transition period from the
 date the Beneficiary Income Option is approved in your state of residence to
 terminate your Spousal Highest Daily Lifetime Seven benefit and elect the
 Spousal Highest Daily Lifetime Seven benefit with Beneficiary Income Option.
 If you do not elect to add the Beneficiary Income Option in the 90 day
 transition period, you can elect it on any anniversary of the Issue Date that
 is at least 90 calendar days from the date that the Spousal Highest Daily
 Lifetime Seven benefit was terminated. If you terminate your Spousal Highest
 Daily Lifetime Seven benefit to elect the Spousal Highest Daily Lifetime Seven
 with Beneficiary Income Option benefit, you will lose all guarantees that you
 had accumulated under your Spousal Highest Daily Lifetime Seven benefit, and
 will begin the new guarantees under the Spousal Highest Daily Lifetime Seven
 benefit with BIO based on the Account Value as of the date the new benefit
 becomes active.

 If you elect the Beneficiary Income Option death benefit, you may not elect
 any other optional benefit. You may elect the Beneficiary Income Option death
 benefit so long as each Designated Life is no older than age 75 at the time of
 election. This death benefit is not transferable in the event of a divorce,
 nor may the benefit be split in accordance with any divorce proceedings or
 similar instrument of separation. Since this fee is based on the Protected
 Withdrawal Value, the fee for Spousal Highest Daily Lifetime Seven with BIO
 may be greater than it would have been, had it been based on the Account Value
 alone.

 For purposes of the Beneficiary Income Option death benefit, we calculate the
 Annual Income Amount and Protected Withdrawal Value in the same manner that we
 do under Spousal Highest Daily Lifetime Seven itself (except that for Optimum
 XTra, we exclude from the Protected Withdrawal Value the amount of any Credit
 that was granted within 12 months prior to death). Upon the first death of a
 Designated Life, no amount is payable under the Beneficiary Income Option
 death benefit. Upon the second


                                      7



 death of a Designated Life, we identify the following amounts: (a) the amount
 of the base death benefit under the Annuity (b) the Protected Withdrawal Value
 and (c) the Annual Income Amount. If there were no withdrawals prior to the
 date of death, then we calculate the Protected Withdrawal Value for purposes
 of this death benefit as of the date of death, and we calculate the Annual
 Income Amount as if there were a withdrawal on the date of death. If there
 were withdrawals prior to the date of death, then we set the Protected
 Withdrawal Value and Annual Income Amount for purposes of this death benefit
 as of the date that we receive due proof of death.

 If there is one beneficiary, he/she must choose to receive either the base
 death benefit (in a lump sum or other permitted form of distribution) or the
 Beneficiary Income Option death benefit (in the form of annual payment of the
 Annual Income Amount - such payments may be annual or at other intervals that
 we permit). If there are multiple beneficiaries, each beneficiary is presented
 with the same choice. Thus, each beneficiary can choose to take his/her
 portion of either (a) the basic death benefit or (b) the Beneficiary Income
 Option death benefit. In order to receive the Beneficiary Income Option death
 benefit, each beneficiary's share of the death benefit proceeds must be
 allocated as a percentage of the total death benefit to be paid. We allow a
 beneficiary who has opted to receive the Annual Income Amount to designate
 another beneficiary, who would receive any remaining payments upon the former
 beneficiary's death. Note also that the final payment, exhausting the
 Protected Withdrawal Value, may be less than the Annual Income Amount.

 Here is an example to illustrate how the death benefit may be paid:

   .   Assume that (i) the basic death benefit is $50,000, the Protected
       Withdrawal Value is $100,000, and the Annual Income Amount is $5,000;
       (ii) there are two beneficiaries (the first designated to receive 75% of
       the death benefit and the second designated to receive 25% of the death
       benefit); (iii) the first beneficiary chooses to receive his/her portion
       of the death benefit in the form of the Annual Income Amount, and the
       second beneficiary chooses to receive his/her portion of the death
       benefit with reference to the basic death benefit.

   .   Under those assumptions, the first beneficiary will be paid a pro-rated
       portion of the Annual Income Amount for 20 years (the 20 year pay out
       period is derived from the $5,000 Annual Income Amount, paid each year
       until it exhausts the entire $100,000 Protected Withdrawal Value).

       The pro-rated portion of the Annual Income Amount equal to $3,750 (i.e.,
       the first beneficiary's 75% share multiplied by $5,000) is then paid
       each year for the 20 year period. Payment of $3,750 for 20 years results
       in total payments of $75,000 (i.e., the first beneficiary's 75% share of
       the $100,000 Protected Withdrawal Value).

       The second beneficiary would receive 25% of the basic death benefit
       amount (or $12,500).

 If you elect to terminate Spousal Highest Daily Lifetime Seven with
 Beneficiary Income Option, both Spousal Highest Daily Lifetime Seven and that
 death benefit option will be terminated. You may not terminate the death
 benefit option without terminating the entire benefit. If you terminate
 Spousal Highest Daily Lifetime Seven with Beneficiary Income Option, your
 ability to elect other optional living benefits will be affected as indicated
 in the "Election and Designations under the Program" section, above.

 2. We add the following as a new line item within the portion of the fee table
    entitled "Your Optional Benefit Fees and Charges" to reflect the fee for
    Spousal Highest Daily Lifetime Seven With Beneficiary Income Option:

 Spousal Highest Daily Lifetime Seven w/Beneficiary Income Option : maximum
 charge of 2.00% of PWV; current charge of 0.95% of PWV. *




         Total Maximum Charges                   Total Current Charges
- ---------------------------------------  -------------------------------------
                                          
Optimum:  1.25% of Sub-account net       Optimum:  1.25% of Sub-account net
            assets + 2.00% of PWV                  assets + 0.95% of PWV
Optimum   1.65% of Sub-account net       Optimum   1.65% of Sub-account net
  Four:     assets + 2.00% of PWV          Four:   assets + 0.95% of PWV
Optimum   1.75% of Sub-account net       Optimum   1.75% of Sub-account net
  XTra:     assets + 2.00% of PWV          XTra:   assets + 0.95% of PWV


- --------

 *  Spousal Highest Daily Lifetime Seven With Beneficiary Income Option. Charge
    for this benefit is assessed against the Protected Withdrawal Value
    ("PWV"). As discussed in the description of the benefit, the charge is
    taken out of the Sub-accounts. For Optimum, 0.95% of PWV is in addition to
    1.25% annual charge of amounts invested in the Sub-accounts (in Annuity
    Years 1-8) and 0.65% annual charge of amounts invested in the Sub-accounts
    in subsequent Annuity Years. For Optimum Four, 0.95% of PWV is in addition
    to 1.65% annual charge of amounts invested in the Sub-accounts. For Optimum
    XTra, 0.95% of PWV is in addition to 1.75% annual charge.


                                      8



 B. Revision to the way that certain withdrawals of the Annual Income Amount
    are impacted by CDSC

 We add the following as the last sentence of the first paragraph under the
 sub-section entitled "Key Feature - Annual Income Amount under the Spousal
 Highest Daily Lifetime Seven Benefit" to make clear that no withdrawal of the
 Annual Income Amount (provided such withdrawal does not constitute Excess
 Income) will be subject to a CDSC:

 Note that if your withdrawal of the Annual Income Amount in a given Annuity
 Year exceeds the applicable free withdrawal amount under the Annuity (but is
 not considered Excess Income), we will not impose any CDSC on the amount of
 that withdrawal.

 C. Revised Asset Transfer Formula for Highest Daily Lifetime Seven and Spousal
    Highest Daily Lifetime Seven

 For elections of Spousal Highest Daily Lifetime Seven on or after July 21,
 2008, the asset transfer formula differs from that set forth in the May 1,
 2008 prospectus. See the section above under Highest Daily Lifetime Seven for
 the revised formula.

                                      9



                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

 ADVANCED SERIES ADVISOR PLAN III
 ADVANCED SERIES APEX II
 ADVANCED SERIES XTRA CREDIT SIX
 ADVANCED SERIES LIFEVEST II
 ADVANCED SERIES ADVISORS CHOICE(R) 2000
 (marketed by some firms as "Advisors Select 2000")

                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008

 This supplement should be read and retained with the prospectus for your
 Annuity. If you would like another copy of the prospectus, please call us at
 1-888-PRU-2888.

 This supplement is being issued to describe several changes that we are making
 to the variable investment options within each of the above-referenced
 Annuities. We summarize each change immediately below, and then indicate how
 the pertinent portion of each prospectus is amended to reflect the change.

 The changes are as follows:

 1. AST Focus Four Plus Portfolio. We add the Portfolio as an investment option
 available under each Annuity. Accordingly, we (a) add the Portfolio to the
 list of Investment Options on the inside front cover, and (b) set forth the
 fees of the Portfolio in the table of Underlying Mutual Fund Portfolio Annual
 Expenses, and (c) in the Investment Options section, add the Portfolio to the
 list of portfolios that are permitted if you elect Lifetime Five, Spousal
 Lifetime Five, Highest Daily Lifetime Five, Highest Daily Lifetime Seven,
 Spousal Highest Daily Lifetime Seven, or the Highest Daily Value death
 benefit, and (d) add a summary description of the Portfolio to the chart of
 each Portfolio's Investment Objectives and Policies. In addition, to reflect
 the effect of the addition of the Portfolio on the average fees of all
 Portfolios available under the Annuity, we describe the effect of the revised
 average fees on the comparison charts appearing within the section entitled
 "Selecting the Annuity That's Right for You."

 2. AST Parametric Emerging Markets Equity Portfolio; AST Global Real Estate
 Portfolio. We add each Portfolio as an investment option available under each
 Annuity. Accordingly, we (a) add each Portfolio to the list of Investment
 Options on the inside front cover, and (b) set forth the fees of each
 Portfolio in the table of Underlying Mutual Fund Portfolio Annual Expenses,
 and (c) in the Investment Options section, add each Portfolio to the list of
 portfolios that are permitted if you elect Highest Daily Lifetime Seven or
 Spousal Highest Daily Lifetime Seven under the Optional Allocation and
 Rebalancing Program, or Highest Daily GRO and (d) add a summary description of
 the Portfolio to the chart of each Portfolio's Investment Objectives and
 Policies. In addition, to reflect the effect of the addition of each Portfolio
 on the average fees of all Portfolios available under the Annuity, we describe
 the effect of the revised average fees on the comparison charts appearing
 within the section entitled "Selecting the Annuity That's Right for You."

 3. AST Conservative Asset Allocation Portfolio; AST Balanced Asset Allocation
 Portfolio; and AST American Century Strategic Allocation Portfolio. The name
 and investment objective of each Portfolio has been changed. (In the case of
 the AST Balanced Asset Allocation Portfolio and AST American Century Strategic
 Allocation Portfolio only, the changed investment objective was authorized by
 a vote of Annuity Owners). AST Conservative Asset Allocation Portfolio has
 been renamed AST Balanced Asset Allocation Portfolio and will be sub-advised
 by Quantitative Management Associates LLC, the original AST Balanced Asset
 Allocation Portfolio has become AST Academic Strategies Asset Allocation
 Portfolio, and AST American Century Strategic Allocation Portfolio has become
 AST Schroders Multi-Asset World Strategies Portfolio. Accordingly, we
 (a) reflect the revised Portfolio names in the list of Investment Options on
 the inside front cover, and (b) with respect to these Portfolios, set forth
 the fees of each Portfolio in the table of Underlying Mutual Fund Portfolio
 Annual Expenses, and (c) in the Investment Options section, reflect each
 Portfolio in the list of portfolios that are permitted if you elect Lifetime
 Five, Spousal Lifetime Five, Highest Daily Lifetime Five, Highest Daily
 Lifetime Seven, Spousal Highest Daily Lifetime Seven, or the Highest Daily
 Value death benefit, and (d) include a summary description of the Portfolio to
 the chart of each Portfolio's Investment Objectives and Policies. In addition,
 to reflect the effect on the average fees of all Portfolios available under
 the Annuity, we describe the effect of the revised average fees on the
 comparison charts appearing within the section entitled "Selecting the Annuity
 That's Right for You."

 4. AST Goldman Sachs Small-Cap Value Portfolio. Previously, this Portfolio was
 not available for new purchases in each of these Annuities - Advanced Series
 APEX II, Advanced Series XTRA Credit SIX and Advanced Series Lifevest II.
 Effective as of the date of this supplement, we have removed that restriction.
 Accordingly, we (a) remove the asterisk next to this Portfolio's name on the
 list of Portfolios on the inside front cover and (b) delete the fifth
 paragraph under Investment Options. With respect to the



 Advanced Series Advisor Plan III Annuity, AST Goldman Sachs Small-Cap Value
 Portfolio is being added as an investment option. Accordingly, we (a) set
 forth the fees of the Portfolio in the table of Underlying Mutual Fund
 Portfolio Annual Expenses, and (b) in the Investment Options section, add the
 Portfolio to the list of portfolios that are permitted if you elect Highest
 Daily Lifetime Seven or Spousal Highest Daily Lifetime Seven under the
 Optional Allocation and Rebalancing Program, or the Highest Daily GRO and
 (c) add a summary description of the Portfolio to the chart of each
 Portfolio's Investment Objectives and Policies. In addition, to reflect the
 effect of the addition of the Portfolio on the average fees of all Portfolios
 available under the Annuity, we describe the effect of the revised average
 fees on the comparison charts appearing within the section entitled "Selecting
 the Annuity That's Right for You."

 5. Merger of AST DeAM Small-Cap Value Portfolio into AST Small-Cap Value
 Portfolio. The AST DeAM Small-Cap Value Portfolio has merged out of existence
 into the AST Small-Cap Value Portfolio. Accordingly, we (a) remove the AST
 DeAM Small-Cap Value Portfolio from the list of Investment Options on the
 inside front cover, and (b) set forth the fees of the AST Small-Cap Value
 Portfolio in the table of Underlying Mutual Fund Portfolio Annual Expenses,
 and (c) in the Investment Options section, remove the AST DeAM Small-Cap Value
 Portfolio and add the AST Small-Cap Value Portfolio to the list of portfolios
 that are permitted if you elect Highest Daily Lifetime Seven or Spousal
 Highest Daily Lifetime Seven under the Optional Allocation and Rebalancing
 Program, or the Highest Daily GRO and (d) revise the summary description of
 the AST Small-Cap Value Portfolio in the chart of each Portfolio's Investment
 Objectives and Policies and (e) in footnote 3 to the table within Underlying
 Mutual Fund Portfolio Annual Expenses, remove the reference to the AST DeAM
 Small-Cap Value Portfolio. In addition, to reflect the effect of this change
 on the average fees of all Portfolios available under the Annuity, we describe
 the effect of the revised average fees on the comparison charts appearing
 within the section entitled "Selecting the Annuity That's Right for You."

 6. AST Small-Cap Growth Portfolio. Neuberger Berman Management Inc. is no
 longer a sub-adviser to this Portfolio. The assets formerly managed by
 Neuberger Berman now are managed by Eagle Asset Management. Accordingly, we
 revise the summary description of this Portfolio in the chart of each
 Portfolio's Investment Objectives and Policies.

 7. AST Neuberger Berman Mid-Cap Value Portfolio. We have added LSV Asset
 Management as a sub-adviser to this Portfolio and have re-named the Portfolio
 the AST Neuberger Berman/LSV Mid-Cap Value Portfolio. Accordingly, we
 (a) reflect the revised Portfolio name in the list of Investment Options on
 the inside front cover and in footnote 3 to the table within Underlying Mutual
 Fund Portfolio Annual Expenses, and (b) set forth the fees of the Portfolio in
 the table of Underlying Mutual Fund Portfolio Annual Expenses, and (c) in the
 Investment Options section, reflect the Portfolio in the list of portfolios
 that are permitted if you elect Highest Daily Lifetime Seven or Spousal
 Highest Daily Lifetime Seven under the Optional Allocation and Rebalancing
 Program, or the Highest Daily GRO and (d) include a revised summary
 description of the Portfolio to the chart of each Portfolio's Investment
 Objectives and Policies. In addition, to reflect the effect on the average
 fees of all Portfolios available under the Annuity, we describe the effect of
 the revised average fees on the comparison charts appearing within the section
 entitled "Selecting the Annuity That's Right for You."

 8. AST Aggressive Asset Allocation Portfolio, AST Balanced Asset Allocation
 Portfolio, AST Capital Growth Asset Allocation Portfolio, AST Preservation
 Asset Allocation Portfolio, and AST Advanced Strategies Portfolio. We are
 adding Quantitative Management Associates LLC as a sub-adviser to each
 Portfolio. Accordingly, we include a revised summary description of each
 Portfolio in the chart of each Portfolio's Investment Objectives and Policies.

                                      2



 With respect to the changed fees referenced above, here is a fee table showing
 the applicable underlying mutual fund portfolio annual expenses:



                                                                                            Acquired    Total
                                                                                            Portfolio  Annual
                                                              Management  Other              Fees &   Portfolio
                           FUNDS                                 Fee     Expenses 12b-1 Fee Expenses  Expenses
- ---------------------------------------------------------------------------------------------------------------
                                                                                       
AST Academic Strategies Asset Allocation /1,2,3,4/              0.72%     0.10%     0.00%     0.69%     1.51%
 Management and Other Expense fee waivers/reduction: 0.02%
 Net expenses after fee reimbursement/expense waiver: 1.49%
AST Schroders Multi-Asset World Strategies                      1.10%     0.16%     0.00%     0.14%     1.40%
AST Focus Four Plus /1,2,3/                                     0.85%     0.19%     0.00%     0.20%     1.24%
 Management and administration fee waivers/reductions: 0.21%
 Net expenses after fee reimbursement/expense waiver: 1.03%
AST Global Real Estate                                          1.00%     0.30%     0.00%     0.00%     1.30%
AST Paramentric Emerging Markets Equity                         1.10%     0.46%     0.00%     0.00%     1.56%
AST Goldman Sachs Small-Cap Value                               0.95%     0.13%     0.00%     0.00%     1.08%
AST Small-Cap Value                                             0.90%     0.10%     0.00%     0.00%     1.00%
AST Advanced Strategies                                         0.85%     0.15%     0.00%     0.04%     1.04%
AST Aggressive Asset Allocation                                 0.15%     0.03%     0.00%     0.96%     1.14%
AST Capital Growth Asset Allocation                             0.15%     0.01%     0.00%     0.93%     1.09%
AST Balanced Asset Allocation                                   0.15%     0.02%     0.00%     0.87%     1.04%
AST Neuberger Berman/LSV Mid-Cap Value                          0.89%     0.10%     0.00%     0.00%     0.99%
AST Preservation Asset Allocation                               0.15%     0.03%     0.00%     0.82%     1.00%


 1  Estimated Other Expenses for the fiscal year ending December 31, 2008. As
    used in connection with the Portfolio, "Other Expenses" include certain
    operating expenses, including, without limitation, fees for custodian
    services, Independent Trustees' fees, and fees for legal, accounting,
    valuation, and transfer agency services. The Trust has also entered into
    arrangements with the issuers of the variable insurance products offering
    the Portfolio under which the Trust currently compensates such issuers for
    providing ongoing services to Portfolio shareholders (e.g., the printing
    and mailing of Trust prospectuses and shareholder reports) in lieu of the
    Trust providing such services directly to shareholders. The contractual
    administrative services fee is 0.10% of the Portfolio's average daily net
    assets. The Portfolio is not directly subject to the administrative
    services fee to the extent it invests in the Core Plus Bond Portfolio or
    any other Trust Portfolio (each, an Underlying Trust Portfolio and
    collectively, the Underlying Trust Portfolios). The Core Plus Bond
    Portfolio and each Underlying Trust Portfolio in which the Portfolio
    invests, however, are subject to the administrative services fee. See
    footnote 1 of the table within "Underlying Mutual Fund Portfolio Annual
    Expenses" in the May 1, 2008 prospectus for a discussion of the
    administrative services fee applicable to certain other AST Portfolios.
 2  Estimated Underlying Portfolio Fees & Expenses for the fiscal year ending
    December 31, 2008. The Portfolio will indirectly incur a pro rata portion
    of the fees and expenses of the Core Plus Bond Portfolio and any other
    Underlying Trust Portfolio in which it invests. The expenses shown under
    "Underlying Portfolio Fees and Expenses" represent the portion of the Core
    Plus Bond Portfolio's estimated annualized operating expense ratio for the
    fiscal year ending December 31, 2008 to be borne by the Portfolio based
    upon the Portfolio's expected initial holdings in the Core Plus Bond
    Portfolio. No sales loads, distribution fees, service fees, redemption
    fees, or other transaction fees will be assessed in connection with the
    Portfolio's purchase or redemption of shares of Underlying Trust Portfolios.
 3  Estimated Contractual Fee Waiver and/or Expense Reimbursement for the
    fiscal year ending December 31, 2008. The Investment Managers have
    contractually agreed to waive their investment management fees with respect
    to the Portfolio's investments in the Core Plus Bond Portfolio (i.e.,
    assumes a waiver of 25% of the Investment Managers' contractual investment
    management fee).
 4  The Co-Managers have contractually agreed to reimburse expenses and/or
    waive fees so that the Academic Strategies Portfolio's investment
    management fees plus "Other Expenses" (exclusive in all cases of taxes,
    interest, brokerage commissions, distribution fees, and extraordinary
    expenses) do not exceed 0.80% of the Portfolio's average daily net assets
    during the Academic Strategies Portfolio's first year of operations (i.e.,
    expected to be July 21, 2008 through July 20, 2009).

                                      3



 With respect to the changed Investment Objectives/Policies referenced above,
 here is a table showing the applicable changes:

   --------------------------------------------------------------------------
    STYLE/         INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   --------------------------------------------------------------------------
                       ADVANCED SERIES TRUST
   --------------------------------------------------------------------------
     ASSET      AST Advanced Strategies Portfolio:          LSV Asset
     ALLOCA     seeks a high level of absolute             Management;
     TION/      return. The Portfolio invests            Marsico Capital
    BALANCED    primarily in a diversified portfolio    Management, LLC;
                of equity and fixed income             Pacific Investment
                securities across different                Management
                investment categories and investment       Company LLC
                managers. The Portfolio pursues a       (PIMCO); T. Rowe
                combination of traditional and          Price Associates,
                non-traditional investment             Inc.; William Blair
                strategies.                              & Company, LLC;
                                                          Quantitative
                                                           Management
                                                         Associates LLC
   --------------------------------------------------------------------------
     ASSET      AST Aggressive Asset Allocation          AST Investment
     ALLOCA     Portfolio: seeks the highest            Services, Inc. &
     TION/      potential total return consistent          Prudential
    BALANCED    with its specified level of risk         Investments LLC/
                tolerance. The Portfolio will invest       Prudential
                its assets in several other Advanced    Investments LLC;
                Series Trust Portfolios. Under            Quantitative
                normal market conditions, the              Management
                Portfolio will devote approximately      Associates LLC
                100% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                92.5% to 100%) and the remainder of
                its net assets to underlying
                portfolios investing primarily in
                debt securities and money market
                instruments (with a range of 0% -
                7.5%).
   --------------------------------------------------------------------------
     ASSET      AST Schroders Multi-Asset World             Schroder
     ALLOCA     Strategies (formerly known as AST          Investment
     TION/      American Century Strategic              Management North
    BALANCED    Allocation Portfolio): The AST            America Inc.
                Schroders Multi-Asset World
                Strategies Portfolio seeks long-term
                capital appreciation through a
                global flexible asset allocation
                approach. This asset allocation
                approach entails investing in
                traditional asset classes, such as
                equity and fixed-income investments,
                and alternative asset classes, such
                as investments in real estate,
                commodities, currencies, private
                equity, and absolute return
                strategies. The sub-advisor seeks to
                emphasize the management of risk and
                volatility. Exposure to different
                asset classes and investment
                strategies will vary over time based
                upon the sub advisor's assessments
                of changing market, economic,
                financial and political factors and
                events.
   --------------------------------------------------------------------------
     ASSET      AST Academic Strategies Asset             Credit Suisse
     ALLOCA     Allocation (formerly known as AST       Securities (USA)
     TION/      Balanced Asset Allocation                 LLC; Jennison
    BALANCED    Portfolio): seeks total return           Associates LLC;
                consistent with its specified level      Mellon Capital
                of risk. The Portfolio will be a           Management
                multi-asset class fund that employs    Corporation; Pacific
                both top-down asset allocation             Investment
                strategies and bottom-up                   Management
                manager/security selection. Under          Company LLC
                normal circumstances, approximately         (PIMCO);
                60% of the assets will be allocated     Prudential Bache
                to traditional asset classes            Asset Management,
                (including US and international           Incorporated;
                equities and bonds) and                   Quantitative
                approximately 40% of the assets will       Management
                be allocated to nontraditional asset     Associates LLC
                classes (including real estate,
                commodities, and alternative
                strategies). Those percentages are
                subject to change by the Investment
                Managers.
   --------------------------------------------------------------------------

                                      4



  ---------------------------------------------------------------------------
    STYLE/         INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
  ---------------------------------------------------------------------------
    ASSET       AST Capital Growth Asset Allocation      AST Investment
    ALLOCA      Portfolio: seeks the highest            Services, Inc. &
    TION/       potential total return consistent          Prudential
   BALANCED     with its specified level of risk        Investments LLC;
                tolerance. The Portfolio will invest      Quantitative
                its assets in several other Advanced       Management
                Series Trust Portfolios. Under           Associates LLC
                normal market conditions, the
                Portfolio will devote approximately
                75% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                67.5% to 80.0%), and 25% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments (with a range of 20.0%
                to 32.5%).
  ---------------------------------------------------------------------------
    ASSET       AST Balanced Asset Allocation            AST Investment
    ALLOCA      (formerly known as AST Conservative     Services, Inc. &
    TION/       Asset Allocation Portfolio): seeks         Prudential
   BALANCED     the highest potential total return      Investments LLC;
                consistent with its specified level       Quantitative
                of risk tolerance. The Portfolio           Management
                will invest its assets in several        Associates LLC
                other Advanced Series Trust
                Portfolios. Under normal market
                conditions, the Portfolio will
                devote approximately 60% of its net
                assets to underlying portfolios
                investing primarily in equity
                securities (with a range of 52.5% to
                67.5%), and 40% of its net assets to
                underlying portfolios investing
                primarily in debt securities and
                money market instruments (with a
                range of 32.5% to 47.5%).
  ---------------------------------------------------------------------------
   SPECIALTY    AST Global Real Estate Portfolio:        Prudential Real
                seeks capital appreciation and          Estate Investors
                income. The Portfolio will normally
                invest at least 80% of its liquid
                assets (net assets plus any
                borrowing made for investment
                purposes) in equity-related
                securities of real estate companies.
                The Portfolio will invest in
                equity-related securities of real
                estate companies on a global basis
                and the Portfolio may invest up to
                15% of its net assets in ownership
                interests in commercial real estate
                through investments in private real
                estate.
  ---------------------------------------------------------------------------
    ASSET       AST Focus Four Plus Portfolio: seeks   First Trust Advisors
    ALLOCA      long-term capital growth balanced by          L.P.
    TION/       current income. The Portfolio seeks
   BALANCED     to achieve its objective by
                investing approximately 75% in
                common stocks and approximately 25%
                in fixed-income securities. The
                Portfolio allocates the equity
                portion of the portfolio across four
                uniquely specialized strategies -
                The Dow(R) Target Dividend, the
                Value Line(R) Target 25, the NYSE(R)
                International Target 25, and the S&P
                Mid 60. Each strategy employs a
                quantitative approach by screening
                common stocks for certain attributes
                and/or using a multi-factor scoring
                system to select the common stocks.
  ---------------------------------------------------------------------------
     INTER      AST Parametric Emerging Markets        Parametric Portfolio
   NATIONAL     Equity Portfolio: seeks long-term        Associates LLC
    EQUITY      capital appreciation. The Portfolio
                normally invests at least 80% of its
                net assets in equity securities
                traded on the equity markets of
                emerging market countries, which are
                those considered to be developing.
                Emerging markets countries include
                countries in Asia, Latin America,
                the Middle East, Southern Europe,
                Eastern Europe, Africa and the
                region formerly comprising the
                Soviet Union. A company will be
                considered to be located in an
                emerging market country if it is
                domiciled in or derives more that
                50% of its revenues or profits from
                emerging market countries. The
                Portfolio seeks to employ a
                top-down, disciplined and structured
                investment process that emphasizes
                broad exposure and diversification
                among emerging market countries,
                economic sectors and issuers.
  ---------------------------------------------------------------------------
   MID CAP      AST Neuberger Berman/LSV Mid-Cap            LSV Asset
    VALUE       Value Portfolio (formerly known as         Management;
                AST Neuberger Berman Mid-Cap Value      Neuberger Berman
                Portfolio): seeks capital growth.        Management Inc.
                Under normal market conditions, the
                Portfolio invests at least 80% of
                its net assets in the common stocks
                of medium capitalization companies.
                For purposes of the Portfolio,
                companies with market
                capitalizations that fall within the
                range of the Russell Mid-cap(R)
                Index at the time of investment are
                considered medium capitalization
                companies. Some of the Portfolio's
                assets may be invested in the
                securities of large-cap companies as
                well as in small-cap companies.
                Under the Portfolio's value-oriented
                investment approach, the subadviser
                looks for companies whose stock
                prices are undervalued and that may
                raise in price before other
                investors realize their worth.
  ---------------------------------------------------------------------------

                                      5



    -----------------------------------------------------------------------
     STYLE/         INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
      TYPE                                                  ADVISOR/
                                                          SUB-ADVISOR
    -----------------------------------------------------------------------
      ASSET      AST Preservation Asset Allocation       AST Investment
      ALLOCA     Portfolio: seeks the highest           Services, Inc. &
      TION/      potential total return consistent         Prudential
     BALANCED    with its specified level of risk       Investments LLC;
                 tolerance. The Portfolio will invest     Quantitative
                 its assets in several other Advanced      Management
                 Series Trust Portfolios. Under          Associates LLC
                 normal market conditions, the
                 Portfolio will devote approximately
                 35% of its net assets to underlying
                 portfolios investing primarily in
                 equity securities (with a range of
                 27.5% to 42.5%), and 65% of its net
                 assets to underlying portfolios
                 investing primarily in debt
                 securities and money market
                 instruments (with a range of 57.5%
                 to 72.5%.
    -----------------------------------------------------------------------
      SMALL      AST Small-Cap Growth Portfolio:          Eagle Asset
       CAP       seeks long-term capital growth. The       Management
     GROWTH      Portfolio pursues its objective by
                 investing, under normal
                 circumstances, at least 80% of the
                 value of its assets in
                 small-capitalization companies.
                 Small-capitalization companies are
                 those companies with a market
                 capitalization, at the time of
                 purchase, no larger than the largest
                 capitalized company included in the
                 Russell 2000(R) Index at the time of
                 the Portfolio's investment.
    -----------------------------------------------------------------------
      SMALL      AST Small-Cap Value Portfolio: seeks     ClearBridge
       CAP       to provide long-term capital growth     Advisors, LLC;
      VALUE      by investing primarily in                Dreman Value
                 small-capitalization stocks that       Management LLC;
                 appear to be undervalued. The            J.P. Morgan
                 Portfolio invests, under normal           Investment
                 circumstances, at least 80% of the     Management, Inc.;
                 value of its net assets in small          Lee Munder
                 capitalization stocks. Small           Investments, Ltd
                 capitalization stocks are the stocks
                 of companies with market
                 capitalization that are within the
                 market capitalization range of the
                 Russell 2000(R) Value Index.
    -----------------------------------------------------------------------

 In the May 1, 2008 prospectuses, the summary fund descriptions of the AST
 Balanced Asset Allocation Portfolio and the AST Capital Growth Asset
 Allocation Portfolio were reversed. Thus, the correct summary fund description
 for each such Portfolio should have appeared as follows:

 AST Balanced Asset Allocation Portfolio: seeks the highest potential total
 return consistent with its specified level of risk tolerance. The Portfolio
 will invest its assets in several other Advanced Series Trust Portfolios.
 Under normal market conditions, the Portfolio will devote approximately 65% of
 its net assets to underlying portfolios investing primarily in equity
 securities (with a range of 57.5% to 72.5%), and 35% of its net assets to
 underlying portfolios investing primarily in debt securities and money market
 instruments (with a range of 27.5% to 42.5%).

 AST Capital Growth Asset Allocation Portfolio: seeks the highest potential
 total return consistent with its specified level of risk tolerance. The
 Portfolio will invest its assets in several other Advanced Series Trust
 Portfolios. Under normal market conditions, the Portfolio will devote
 approximately 75% of its net assets to underlying portfolios investing
 primarily in equity securities (with a range of 67.5% to 80%), and 25% of its
 net assets to underlying portfolios investing primarily in debt securities and
 money market instruments (with a range of 20.0% to 32.5%).

 With respect to ASAP III, APEX II, XTra Credit 6, and ASLII, Appendix F of the
 prospectus, entitled Selecting The Variable Annuity That's Right For You, we
 set forth hypothetical illustrations of Contract Value and Surrender Value for
 each Annuity. Those illustrations assume average fund expenses of 1.14% (1.36%
 for APEX II). As a result of the fund changes described in this supplement,
 the average fund expenses have changed to 1.15% (no change to APEX II). This
 change in average fund expenses would have the effect of decreasing the
 hypothetical illustrated values (for ASAP III, XTra Credit 6 and ASL II) by a
 commensurate amount.

                                      6



                                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION

 OPTIMUM/SM/
 OPTIMUM FOUR/SM/
 OPTIMUM PLUS/SM/
 OPTIMUM XTRA/SM/

                        Supplement, dated July 21, 2008
                                       To
                         Prospectus, dated May 1, 2008

 This supplement should be read and retained with the prospectus for your
 Annuity. If you would like another copy of the prospectus, please call us at
 1-888-PRU-2888.

 This supplement is being issued to describe several changes that we are making
 to the variable investment options within each of the above-referenced
 Annuities. We summarize each change immediately below, and then indicate how
 the pertinent portion of each prospectus is amended to reflect the change.

 The changes are as follows:

 3. AST Conservative Asset Allocation Portfolio; and AST Balanced Asset
 Allocation Portfolio. The name and investment objective of each Portfolio has
 been changed. (In the case of the AST Balanced Asset Allocation Portfolio, the
 changed investment objective was authorized by a vote of Annuity Owners). AST
 Conservative Asset Allocation Portfolio has been renamed AST Balanced Asset
 Allocation Portfolio and will be sub-advised by Quantitative Management
 Associates LLC, and the original AST Balanced Asset Allocation Portfolio has
 become AST Academic Strategies Asset Allocation Portfolio. Accordingly, we
 (a) reflect the revised Portfolio names in the list of Investment Options on
 the inside front cover, and (b) with respect to these Portfolios, set forth
 the fees of each Portfolio in the table of Underlying Mutual Fund Portfolio
 Annual Expenses, and (c) in the Investment Options section, reflect each
 Portfolio in the list of portfolios that are permitted if you elect Lifetime
 Five, Spousal Lifetime Five, Highest Daily Lifetime Five, Highest Daily
 Lifetime Seven, Spousal Highest Daily Lifetime Seven, or the Highest Daily
 Value death benefit, and (d) include a summary description of the Portfolio to
 the chart of each Portfolio's Investment Objectives and Policies. In addition,
 to reflect the effect on the average fees of all Portfolios available under
 the Annuity, we describe the effect of the revised average fees on the
 comparison charts appearing within the section entitled "Selecting the Annuity
 That's Right for You."

 4. Merger of AST DeAM Small-Cap Value Portfolio into AST Small-Cap Value
 Portfolio. The AST DeAM Small-Cap Value Portfolio has merged out of existence
 into the AST Small-Cap Value Portfolio. Accordingly, we (a) set forth the fees
 of the AST Small-Cap Value Portfolio in the table of Underlying Mutual Fund
 Portfolio Annual Expenses, and (b) revise the summary description of the AST
 Small-Cap Value Portfolio in the chart of each Portfolio's Investment
 Objectives and Policies. In addition, to reflect the effect of this change on
 the average fees of all Portfolios available under each Annuity, we describe
 the effect of the revised average fees on the comparison charts appearing
 within the section entitled "Selecting the Annuity That's Right for You."

 5. AST Small-Cap Growth Portfolio. Neuberger Berman Management Inc. is no
 longer a sub-adviser to this Portfolio. The assets formerly managed by
 Neuberger Berman now are managed by Eagle Asset Management. Accordingly, we
 revise the summary description of this Portfolio in the chart of each
 Portfolio's Investment Objectives and Policies.

 6. AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset
 Allocation Portfolio, and AST Preservation Asset Allocation Portfolio. We are
 adding Quantitative Management Associates LLC as a sub-adviser to each
 Portfolio. Accordingly, we include a revised summary description of each
 Portfolio in the chart of each Portfolio's Investment Objectives and Policies.



 With respect to the changed fees referenced above, here is a fee table showing
 the applicable underlying mutual fund portfolio annual expenses:



                                                                                           Acquired    Total
                                                                                           Portfolio  Annual
                                                             Management  Other              Fees &   Portfolio
                           FUNDS                                Fee     Expenses 12b-1 Fee Expenses  Expenses
- --------------------------------------------------------------------------------------------------------------
                                                                                      
AST Academic Strategies Asset Allocation/ 1,2,3,4/             0.72%     0.10%     0.00%     0.69%     1.51%
 Management and Other Expense fee waivers/reduction: 0.02%
 Net expenses after fee reimbursement/expense waiver: 1.49%
AST Small-Cap Value                                            0.90%     0.10%     0.00%     0.00%     1.00%
AST Capital Growth Asset Allocation                            0.15%     0.01%     0.00%     0.93%     1.09%
AST Balanced Asset Allocation                                  0.15%     0.02%     0.00%     0.87%     1.04%
AST Preservation Asset Allocation                              0.15%     0.03%     0.00%     0.82%     1.00%


 1  Estimated Other Expenses for the fiscal year ending December 31, 2008. As
    used in connection with the Portfolio, "Other Expenses" include certain
    operating expenses, including, without limitation, fees for custodian
    services, Independent Trustees' fees, and fees for legal, accounting,
    valuation, and transfer agency services. The Trust has also entered into
    arrangements with the issuers of the variable insurance products offering
    the Portfolio under which the Trust currently compensates such issuers for
    providing ongoing services to Portfolio shareholders (e.g., the printing
    and mailing of Trust prospectuses and shareholder reports) in lieu of the
    Trust providing such services directly to shareholders. The contractual
    administrative services fee is 0.10% of the Portfolio's average daily net
    assets. The Portfolio is not directly subject to the administrative
    services fee to the extent it invests in the Core Plus Bond Portfolio or
    any other Trust Portfolio (each, an Underlying Trust Portfolio and
    collectively, the Underlying Trust Portfolios). The Core Plus Bond
    Portfolio and each Underlying Trust Portfolio in which the Portfolio
    invests, however, are subject to the administrative services fee. See
    footnote 1 of the table within "Underlying Mutual Fund Portfolio Annual
    Expenses" in the May 1, 2008 prospectus for a discussion of the
    administrative services fee applicable to certain other AST Portfolios.
 2  Estimated Underlying Portfolio Fees & Expenses for the fiscal year ending
    December 31, 2008. The Portfolio will indirectly incur a pro rata portion
    of the fees and expenses of the Core Plus Bond Portfolio and any other
    Underlying Trust Portfolio in which it invests. The expenses shown under
    "Underlying Portfolio Fees and Expenses" represent the portion of the Core
    Plus Bond Portfolio's estimated annualized operating expense ratio for the
    fiscal year ending December 31, 2008 to be borne by the Portfolio based
    upon the Portfolio's expected initial holdings in the Core Plus Bond
    Portfolio. No sales loads, distribution fees, service fees, redemption
    fees, or other transaction fees will be assessed in connection with the
    Portfolio's purchase or redemption of shares of Underlying Trust Portfolios.
 3  Estimated Contractual Fee Waiver and/or Expense Reimbursement for the
    fiscal year ending December 31, 2008. The Investment Managers have
    contractually agreed to waive their investment management fees with respect
    to the Portfolio's investments in the Core Plus Bond Portfolio (i.e.,
    assumes a waiver of 25% of the Investment Managers' contractual investment
    management fee).
 4  The Co-Managers have contractually agreed to reimburse expenses and/or
    waive fees so that the Academic Strategies Portfolio's investment
    management fees plus "Other Expenses" (exclusive in all cases of taxes,
    interest, brokerage commissions, distribution fees, and extraordinary
    expenses) do not exceed 0.80% of the Portfolio's average daily net assets
    during the Academic Strategies Portfolio's first year of operations (i.e.,
    expected to be July 21, 2008 through July 20, 2009).

                                      2



 With respect to the changed Investment Objectives/Policies referenced above,
 here is a table showing the applicable changes:

   --------------------------------------------------------------------------
    STYLE/         INVESTMENT OBJECTIVES/POLICIES           PORTFOLIO
     TYPE                                                   ADVISOR/
                                                           SUB-ADVISOR
   --------------------------------------------------------------------------
                       ADVANCED SERIES TRUST
   --------------------------------------------------------------------------
     ASSET      AST Academic Strategies Asset             Credit Suisse
     ALLOCA     Allocation (formerly known as AST       Securities (USA)
     TION/      Balanced Asset Allocation                 LLC; Jennison
    BALANCED    Portfolio): seeks total return           Associates LLC;
                consistent with its specified level      Mellon Capital
                of risk. The Portfolio will be a           Management
                multi-asset class fund that employs    Corporation; Pacific
                both top-down asset allocation             Investment
                strategies and bottom-up                   Management
                manager/security selection. Under          Company LLC
                normal circumstances, approximately         (PIMCO);
                60% of the assets will be allocated     Prudential Bache
                to traditional asset classes            Asset Management,
                (including US and international           Incorporated;
                equities and bonds) and                   Quantitative
                approximately 40% of the assets will       Management
                be allocated to nontraditional asset     Associates LLC
                classes (including real estate,
                commodities, and alternative
                strategies). Those percentages are
                subject to change by the Investment
                Managers.
   --------------------------------------------------------------------------
     ASSET      AST Capital Growth Asset Allocation      AST Investment
     ALLOCA     Portfolio: seeks the highest            Services, Inc. &
     TION/      potential total return consistent          Prudential
    BALANCED    with its specified level of risk        Investments LLC;
                tolerance. The Portfolio will invest      Quantitative
                its assets in several other Advanced       Management
                Series Trust Portfolios. Under           Associates LLC
                normal market conditions, the
                Portfolio will devote approximately
                75% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                67.5% to 80%), and 25% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments (with a range of 20.0%
                to 32.5%).
   --------------------------------------------------------------------------
     ASSET      AST Balanced Asset Allocation            AST Investment
     ALLOCA     (formerly known as AST Conservative     Services, Inc. &
     TION/      Asset Allocation Portfolio): seeks         Prudential
    BALANCED    the highest potential total return      Investments LLC;
                consistent with its specified level       Quantitative
                of risk tolerance. The Portfolio           Management
                will invest its assets in several        Associates LLC
                other Advanced Series Trust
                Portfolios. Under normal market
                conditions, the Portfolio will
                devote approximately 60% of its net
                assets to underlying portfolios
                investing primarily in equity
                securities (with a range of 52.5% to
                67.5%), and 40% of its net assets to
                underlying portfolios investing
                primarily in debt securities and
                money market instruments (with a
                range of 32.5% to 47.5%).
   --------------------------------------------------------------------------
     ASSET      AST Preservation Asset Allocation        AST Investment
     ALLOCA     Portfolio: seeks the highest            Services, Inc. &
     TION/      potential total return consistent          Prudential
    BALANCED    with its specified level of risk        Investments LLC;
                tolerance. The Portfolio will invest      Quantitative
                its assets in several other Advanced       Management
                Series Trust Portfolios. Under           Associates LLC
                normal market conditions, the
                Portfolio will devote approximately
                35% of its net assets to underlying
                portfolios investing primarily in
                equity securities (with a range of
                27.5% to 42.5%), and 65% of its net
                assets to underlying portfolios
                investing primarily in debt
                securities and money market
                instruments (with a range of 57.5%
                to 72.5%.
   --------------------------------------------------------------------------
     SMALL      AST Small-Cap Growth Portfolio:            Eagle Asset
      CAP       seeks long-term capital growth. The        Management
    GROWTH      Portfolio pursues its objective by
                investing, under normal
                circumstances, at least 80% of the
                value of its assets in
                small-capitalization companies.
                Small-capitalization companies are
                those companies with a market
                capitalization, at the time of
                purchase, no larger than the largest
                capitalized company included in the
                Russell 2000(R) Index at the time of
                the Portfolio's investment.
   --------------------------------------------------------------------------

                                      3



     ---------------------------------------------------------------------
      STYLE/       INVESTMENT OBJECTIVES/POLICIES         PORTFOLIO
      TYPE                                                 ADVISOR/
                                                         SUB-ADVISOR
     ---------------------------------------------------------------------
      SMALL     AST Small-Cap Value Portfolio: seeks     ClearBridge
      CAP       to provide long-term capital growth     Advisors, LLC;
      VALUE     by investing primarily in                Dreman Value
                small-capitalization stocks that       Management LLC;
                appear to be undervalued. The            J.P. Morgan
                Portfolio invests, under normal           Investment
                circumstances, at least 80% of the     Management, Inc.;
                value of its net assets in small          Lee Munder
                capitalization stocks. Small           Investments, Ltd
                capitalization stocks are the stocks
                of companies with market
                capitalization that are within the
                market capitalization range of the
                Russell 2000(R) Value Index.
     ---------------------------------------------------------------------

 In the May 1, 2008 prospectuses, the summary fund descriptions of the AST
 Balanced Asset Allocation Portfolio and the AST Capital Growth Asset
 Allocation Portfolio were reversed. Thus, the correct summary fund description
 for each such Portfolio should have been as follows:

 AST Balanced Asset Allocation Portfolio: seeks the highest potential total
 return consistent with its specified level of risk tolerance. The Portfolio
 will invest its assets in several other Advanced Series Trust Portfolios.
 Under normal market conditions, the Portfolio will devote approximately 65% of
 its net assets to underlying portfolios investing primarily in equity
 securities (with a range of 57.5% to 72.5%), and 35% of its net assets to
 underlying portfolios investing primarily in debt securities and money market
 instruments (with a range of 27.5% to 42.5%).

 AST Capital Growth Asset Allocation Portfolio: seeks the highest potential
 total return consistent with its specified level of risk tolerance. The
 Portfolio will invest its assets in several other Advanced Series Trust
 Portfolios. Under normal market conditions, the Portfolio will devote
 approximately 75% of its net assets to underlying portfolios investing
 primarily in equity securities (with a range of 67.5% to 80%), and 25% of its
 net assets to underlying portfolios investing primarily in debt securities and
 money market instruments (with a range of 20.0% to 32.5%).

 In Appendix D of the prospectus, entitled Selecting The Variable Annuity
 That's Right For You, we set forth hypothetical illustrations of Contract
 Value and Surrender Value for each Annuity. Those illustrations assume average
 fund expenses of 0.97%. As a result of the fund changes described in this
 supplement, the average fund expenses have changed to 0.99%. This change in
 average fund expenses would have the effect of decreasing the hypothetical
 illustrated values by a commensurate amount.

                                      4



                                    PART II

Item 16. Exhibits

23a   Consent of PricewaterhouseCoopers LLP



                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Shelton, State of Connecticut, on the 27/th/ day of
June, 2008.

                PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
                                   Depositor


                                             By:  /s/ C. Christopher Sprague
                                                  ------------------------------
                                                  C. Christopher Sprague,
                                                  Vice President, Corporate
                                                  Counsel

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.



Signature                               Title                           Date
- ---------          -----------------------------------------------  --------------
                                                              

                   (Principal Executive Officer)

David R. Odenath*  Chief Executive Officer and President            June 27, 2008
- ------------------
David R. Odenath

                   (Principal Financial Officer and
                   Principal Accounting Officer)

Kenneth Y. Tanji*  Executive Vice President and Chief Financial     June 27, 2008
- ------------------ Officer
Kenneth Y. Tanji

                   (Board of Directors)

James Avery*
- ------------------
James Avery

Kenneth Y. Tanji*
- ------------------
Kenneth Y. Tanji

Bernard J. Jacob*
- ------------------
Bernard J. Jacob

David R. Odenath*
- ------------------
David R. Odenath

Helen Galt*
- ------------------
Helen Galt


By:  /s/ C. Christopher Sprague
     --------------------------
     C. Christopher Sprague
- --------
* Executed by C. Christopher Sprague on behalf of those indicated pursuant to
  Power of Attorney



                                   Exhibits

Exhibit 23a   Consent of PricewaterhouseCoopers LLP.       FILED HEREWITH