SEPARATE ACCOUNT KG OF FIRST ALLMERICA FIN LIFE INS CO
497, 1997-09-19
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                             PROSPECTUS SUPPLEMENT 
               FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                              SEPARATE ACCOUNT KG
                 SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997 

                                      ***

The Company has received approval to offer a disability waiver under contracts
issued in New York.  The third paragraph under "7. WITHDRAWALS" on page P-3 of
the Profile is deleted and replaced with the following:

    In addition, you may receive your money without a surrender charge if,
    after the contract is issued and before age 65, you become disabled.  Under
    New York Contracts, the disability also must exist for a continuous period
    of at least four months.  Also, except in New York where not permitted by
    state law, you may receive your money without a surrender charge if, after
    the contract is issued, you are diagnosed with a fatal illness or are 
    confined in a medical care facility until the later of one year from the 
    issue date or 90 days.

The last paragraph under "WHAT IF I NEED MY MONEY BEFORE MY ANNUITY PAYOUT 
PHASE BEGINS?" on page 8 of the Prospectus is amended to read in its entirety 
as follows:

    You may also withdraw all or a portion of your money without a surrender
    charge if, after the Contract is issued and before age 65, you become
    disabled.  Under New York Contracts, the disability also must exist for a
    continuous period of at least 4 months. In addition, except in New York
    where not permitted by state law, the surrender charge will be waived if,
    after the Contract is issued, you are diagnosed with a fatal illness or 
    confined in a medical care facility until the later of one year from the 
    issue date or 90 days.  For details and restrictions, see "Reduction or 
    Elimination of Surrender Charge."

The first paragraph under "REDUCTION OR ELIMINATION OF SURRENDER CHARGE" on 
page 32 of the Prospectus is amended to read in its entirety as follows:

    The Company will waive the contingent deferred sales charge in the event
    that the Owner (or the Annuitant, if the Owner is not an individual) 
    becomes physically disabled after the issue date of the Contract and 
    before attaining age 65. Under New York Contracts, the disability also 
    must exist for a continuous period of at least four months. The Company 
    may require proof of such disability and continuing disability, including 
    written confirmation of receipt and approval of any claim for Social 
    Security Disability Benefits and reserves the right to obtain an 
    examination by a licensed physician of its choice and at its expense.  In 
    addition, except in New York where not permitted by state law, the Company 
    will waive the contingent deferred sales charge in the event that an Owner 
    (or the Annuitant, if the Owner is not an individual) is: (1) admitted to a
    medical care facility and remains confined there until the later of one 
    year after the issue date or 90 consecutive days or (2) first diagnosed by
    a licensed physician as having a fatal illness after the issue date of the 
    Contract.

                                      ***

Effective for all Contracts, any portion of an initial net payment (or a
subsequent net payment received during the Contract's first fifteen days)
allocated to a Sub-Account or to a Guarantee Period Account will be invested as
requested and will not be held in the Money Market Portfolio for the Contract's
first fifteen days.   As such, the second and third sentences of the third
paragraph under "A. PAYMENTS" on page 20 are deleted.

<PAGE>
                                      ***

Effective for all New York Contracts, if the Owner revokes the Contract within
ten days after receipt, the Company will provide a refund equal to the amount
of gross payments.  The description of the Free Look Period under "10. OTHER
INFORMATION" on page P-4 of the Profile is deleted and replaced by the
following:

    FREE LOOK PERIOD: If you cancel your contract within 10 days after 
    receiving it (or whatever period is required by your state), we will pay 
    you an amount equal to the value of your contract. This may be more or 
    less than your original payment.  If required by applicable state or 
    federal law, we will return your gross payment.

The following sentence is added to "CAN I EXAMINE THE CONTRACT?" on page 9 of
the Prospectus: "In New York, you will receive a refund equal to your entire
payment."

The following sentence is added at the end of the second paragraph of "B. RIGHT
TO REVOKE CONTRACT" on page 20 of the Prospectus:

    Notwithstanding the above, under Contracts issued in New York, the Company
    will provide a refund equal to the Owner's gross payments.

                                      ***

The following is added as the fifth paragraph under "PERFORMANCE INFORMATION"
on page 14 of the Prospectus:

    The Yield of a Sub-Account investing in a Portfolio other than the Money
    Market Portfolio refers to the annualized income generated by an investment
    in the Sub-Account over a specified 30-day or one-month period.  The Yield
    is calculated by assuming that the income generated by the investment
    during that 30-day or one-month period is generated each period over a 
    12-month period and is shown as a  percentage of the investment.

                                      ***

Supplement Dated September 19, 1997



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