SEPARATE ACCOUNT KG OF FIRST ALLMERICA FIN LIFE INS CO
485BPOS, 1999-09-01
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<PAGE>

                                                             File Nos. 333-10285
                                                                        811-7769

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                         Post-Effective Amendment No. 4

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                 Amendment No. 9

                             SEPARATE ACCOUNT KG OF
                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
                           (Exact Name of Registrant)

                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
                               (Name of Depositor)

                               440 Lincoln Street
                              Worcester, MA 01653
              (Address of Depositor's Principal Executive Offices)

                                 (508) 855-1000
               (Depositor's Telephone Number, including Area Code)

                            Mary Eldridge, Secretary
                First Allmerica Financial Life Insurance Company
                               440 Lincoln Street
                               Worcester, MA 01653
               (Name and Address of Agent for Service of Process)

          It is proposed that this filing will become effective:

           immediately upon filing pursuant to paragraph (b) of Rule 485
   -----
           on September 1, 1999 pursuant to paragraph (b) of Rule 485
   -----
           60 days after filing pursuant to paragraph (a) (1) of Rule 485
   -----
           on (date) pursuant to paragraph (a) (1) of Rule 485
   -----
            this post-effective amendment designates a new effective date for a
   -----    previously filed post-effective amendment


                            VARIABLE ANNUITY POLICIES

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act").The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1998 was filed on or
before March 30, 1999.

<PAGE>

This Post-Effective Amendment No. 4 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Prospectus and Statement of
Additional Information of Separate Account KG of First Allmerica Financial Life
Insurance Company dated May 1, 1999 and to generally update corporate
information for the Company and the Registrant in Part C. All other pertinent
information regarding this Registration Statement, including the Prospectus and
Statement of Additional Information was previously filed in Registrant's
Post-Effective Amendment No. 3 on April 27, 1999, and is incorporated by
reference herein.

             CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
                          ITEMS CALLED FOR BY FORM N-4

FORM N-4 ITEM NO.       CAPTION IN PROSPECTUS

1........................Cover Page

2........................Special Terms

3........................Summary of Fees and Expenses; Summary of Contract
                         Features

4........................Condensed Financial Information; Performance
                         Information

5........................Description of the Companies, the Variable Accounts,
                         Kemper Variable Series and Scudder Variable Life
                         Investment Fund

6........................Charges and Deductions

7........................Description of the Contract

8........................Electing the Form of Annuity and the Annuity Date;
                         Description of Variable Annuity Option; Annuity Benefit
                         Payments

9........................Death Benefit

10.......................Payments; Computation of Values;  Distribution

11.......................Surrender; Withdrawals; Charge for Surrender and
                         Withdrawal; Withdrawal Without Surrender Charge; Texas
                         Optional Retirement Program

12.......................Federal Tax Considerations

13.......................Legal Matters

14.......................Statement of Additional Information - Table of Contents

FORM N-4 ITEM NO.        CAPTION IN STATEMENT OF ADDITIONAL INFORMATION

15.......................Cover Page

16.......................Table of Contents

17.......................General Information and History

18.......................Services

19.......................Underwriters

20.......................Underwriters

21.......................Performance Information

22.......................Annuity Benefit Payments

23.......................Financial Statements


<PAGE>
                               SEPARATE ACCOUNT KG
                              KEMPER GATEWAY ELITE

             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                   SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999

          THIS SUPPLEMENT SUPPLANTS THE SUPPLEMENT DATED JUNE 25, 1999

                                  ***
A new Sub-Account is available under the Contract. The Sub-Account will invest
exclusively in shares of the Kemper Index 500 Portfolio of the Kemper Variable
Series. As such, the following information supplements the corresponding
sections of the Prospectus. Please consult the Prospectus for the full text of
each supplemented section.

Under "1. KEMPER GATEWAY ELITE VARIABLE ANNUITY CONTRACT" on page P-1 of the
Profile, the word "twenty-three" is substituted for the word "twenty-two" in the
second sentence of the second paragraph.

Under "4. INVESTMENT OPTIONS" on page P-3 of the Profile, "Kemper Index 500" is
added after Kemper Value+Growth to the listing of investment options.

Under "5. EXPENSES" in the Profile, the following is added to the table on pages
P-4 and P-5:

<TABLE>
<CAPTION>
                                             A              B              C            D           E
                                                                                          TOTAL ANNUAL
                                           TOTAL                                        EXPENSES AT END OF
                                           ANNUAL      TOTAL ANNUAL      TOTAL          ------------------
                                         INSURANCE      PORTFOLIO        ANNUAL
PORTFOLIO                                 CHARGES        EXPENSES       CHARGES        1 YEAR      10 YEARS
- ---------                                 -------        --------       -------        ------      --------
<S>                                      <C>            <C>             <C>            <C>         <C>
Kemper Index 500 Portfolio***......        1.44%          0.55%          1.99%          $81          $228
</TABLE>

*** This portfolio commenced operations in September, 1999. Charges have been
annualized. The charges reflect any expense reimbursements and/or fee waivers.
For more detailed information, see the Fee Table in the Prospectus.

"KEMPER INDEX 500" is added after Kemper Value+Growth in the listing of
Portfolios on page 1 of the Prospectus.

Under "UNDERLYING PORTFOLIO (OR PORTFOLIOS)" on page 7 of the Prospectus, the
word "twenty-three" is substituted for the word "twenty-two" under "SPECIAL
TERMS".

<PAGE>

The following information on the Kemper Index 500 Portfolio is added to the
Annual Portfolio Expenses table on pages 10 and 11 of the Prospectus:

<TABLE>
<CAPTION>
                                           Management Fee            Other Expenses        Total Portfolio Expenses
                                        (after any voluntary           (after any             (after any waivers/
PORTFOLIO                                    waivers)                reimbursements)           reimbursements)
- ---------                               ---------------------       ----------------        ----------------------
<S>                                      <C>                         <C>                    <C>
Kemper Index 500***................            0.26%                      0.29%                    0.55%(3)
</TABLE>

*** These portfolios commenced operations in September, 1999, therefore, other
expenses are estimated and annualized. Actual expenses may be greater or less
than shown.

(3) The investment manager for the Kemper Index 500 Portfolio has agreed to
limit total operating expenses of the Portfolio to 0.55%. This limitation will
be effective from the commencement of operations through April 30, 2000. Without
taking into effect this expense cap, for the Kemper Index 500 Portfolio,
management fees are estimated to be 0.45%; other expenses are estimated to be
0.29%; and total operating expenses are estimated to be 0.79%.

The following cumulative expense information is added to Examples (1)(a),
(1)(b), (2)(a) and (2)(b) on pages 12 through 15 of the Prospectus:

<TABLE>
<CAPTION>
<S>                                          <C>            <C>             <C>            <C>
                                             1 YEAR         3 YEARS         5 YEARS        10 YEARS
(1)(a)                                       ------         -------         -------        --------
Kemper Index 500........................       $81           $108             $135           $228

                                             1 YEAR         3 YEARS         5 YEARS        10 YEARS
(1)(b)                                       ------         -------         -------        --------
Kemper Index 500........................       $84           $115             $148           $254

                                             1 YEAR         3 YEARS         5 YEARS        10 YEARS
(2)(a)                                       ------         -------         -------        --------
Kemper Index 500........................       $20            $62             $106           $228

                                             1 YEAR         3 YEARS         5 YEARS        10 YEARS
(2)(b)                                       ------         -------         -------        --------
Kemper Index 500........................       $22            $69             $118           $254
</TABLE>

Under "WHAT IS THE KEMPER GATEWAY ELITE VARIABLE ANNUITY" on page 16 of the
Prospectus, the number "23" is substituted for the number "22" in the second
bullet.

Under "WHAT ARE MY INVESTMENT CHOICES?" on page 19 of the Prospectus, "Kemper
Index 500" is inserted after Kemper Value+Growth.

Under "WHO ARE THE PORTFOLIO MANAGERS?" on page 20 of the Prospectus, the
following is inserted as the fourth sentence in that paragraph:

Bankers Trust Company is the sub-adviser for the Kemper Index 500 Portfolio.

Under "THE VARIABLE ACCOUNTS" on page 27 of the Prospectus, the first sentence
of the first paragraph is amended to read as follows:

Each Company maintains a separate investment account called Separate Account KG
(the "Variable Account") with 31 Sub-Accounts, of which 27 are available under
this Contract.


<PAGE>

The following summary of the investment objective of the Kemper Index 500(1)
Portfolio is inserted as the fourteenth Portfolio summary under "INVESTMENT
OBJECTIVES AND POLICIES" on page 29 of the Prospectus:

         KEMPER INDEX 500 PORTFOLIO - seeks to match, as closely as possible,
         before expenses, the performance of the Standard & Poor's 500 Composite
         Stock Price Index, which emphasizes stocks of large U.S. companies.

Under "INVESTMENT MANAGEMENT SERVICES" on page 31 of the Prospectus, the
following is inserted as the last sentence in the first paragraph:

Bankers Trust Company is the sub-adviser for the Kemper Index 500 Portfolio.

Under "INVESTMENT MANAGEMENT SERVICES" on page 31 of the Prospectus, the third
paragraph is amended to read as follows:

The Kemper Aggressive Growth, Kemper Technology Growth, Kemper-Dreman High
Return Equity, Kemper-Dreman Financial Services and Kemper Global Blue Chip
Portfolios each pay Scudder Kemper an investment management fee, payable
monthly, at 1/12th of the following annual rates based on the average daily net
assets of each Portfolio.

<TABLE>
<CAPTION>
 <S>                               <C>
 Kemper Aggressive Growth
 Portfolio, Kemper Technology
 Growth Portfolio,
 Kemper-Dreman High Return      0.75% for the first $250 million, 0.72% for the next $750 million, 0.70%
 Equity Portfolio               for the next $1.5 billion, 0.68% for the next $2.5 billion, 0.65% for the
 and Kemper-Dreman Financial    next $2.5 billion, 0.64% for the next $2.5 billion, 0.63% for the next
 Services Portfolio...........  $2.5 billion and 0.62% over $12.5 billion.

 Kemper Global Blue Chip        1.00% for the first $250 million, 0.95% for the next $750 million and
 Portfolio....................  0.90% over $1 billion.

Kemper Index 500 Portfolio....  0.45% for the first $200 million, 0.42%
                                for the next $550 million, 0.40% for the
                                next $1.25 billion, 0.38% for the next
                                $3 billion, and 0.35% for amounts over $5 billion.
</TABLE>

Under "INVESTMENT MANAGEMENT SERVICES" on page 32 of the Prospectus, the last
sentence in the fourth paragraph is amended as follows:

A sub-advisory fee is payable monthly, at 1/12th of the annual rate of .24% of
the first $250 million of each Portfolio's average daily net assets, .23% of
average daily net assets between $250 million and $1 billion, .224% of average
daily net assets between $1 billion and $2.5 billion, .218% of average daily net
assets between $2.5 billion and $5 billion, .208% of average daily net assets
between $5 billion and $7.5 billion, .205% of average daily net assets between
$7.5 billion and $10 billion, .202% of average daily net assets between $10
billion and $12.5 billion and .198% of each Portfolio's average daily net assets
over $12 billion.

- -----------------------------
(1) "Standard & Poor's-registered trademark-," "S&P-registered trademark-"
"S&P 500-registered trademark-," "Standard & Poor's 500," and "500" are
trademarks of the McGraw-Hill Companies, Inc., and have been licensed for use
by Scudder Kemper Investments, Inc. The Kemper Index 500 Portfolio is not
sponsored, endorsed, sold or promoted by Standard & Poor's, and Standard &
Poor's makes no representation regarding the advisability of investing in the
fund. Additional information may be found in the fund's Statement of
Additional Information.

<PAGE>

Under "INVESTMENT MANAGEMENT SERVICES" on page 32 of the Prospectus, the
following is inserted as the last sentence in the fourth paragraph:

Scudder Kemper also pays Bankers Trust Company a sub-advisory fee for its
services to the Kemper Index 500 Portfolio. A sub-advisory fee is payable
monthly at 1/12th of the following annual rates: 0.08% of the first $200 million
of the Portfolio's average daily net assets, 0.05% of average daily net assets
of the next $550 million, and 0.025% of average daily net assets over $750
million.

                                       ***

Under "(3) ANNUAL PORTFOLIO EXPENSES" on page 11 of the Prospectus, footnotes
(1) and (2) are amended to read as follows:

(1)      Pursuant to their respective agreements with Kemper Variable Series,
         the investment manager and the accounting agent have agreed, for the
         one year period commencing on May 1, 1999, to limit their respective
         fees and to reimburse other operating expenses, in a manner
         communicated to the Board of the Fund, to the extent necessary to limit
         total operating expenses of the Kemper Aggressive Growth, Kemper
         Technology Growth, Kemper-Dreman Financial Services, Kemper-Dreman High
         Return Equity, Kemper International Growth and Income, Kemper Global
         Blue Chip and Kemper Global Income Portfolios of Kemper Variable Series
         to the levels set forth in the table above. Without taking into effect
         these expense caps, for the Aggressive Growth, Technology Growth,
         Financial Services, High Return Equity, International Growth and
         Income, Global Blue Chip and Global Income Portfolios of Kemper
         Variable Series management fees are estimated to be 0.75%, 0.75%,
         0.75%, 0.75%, 1.00%, 1.00% and 0.75%, respectively; other expenses are
         estimated to be 0.28%, 0.29%, 0.97%, 0.45%, 18.54%, 11.32% and 0.33%,
         respectively; and total operating expenses are estimated to be 1.03%,
         1.04%, 1.72%, 1.20%, 19.54%, 12.32%, and 1.08%, respectively. In
         addition, for Kemper International Growth and Income and Kemper Global
         Blue Chip Portfolios, the investment manager has agreed to limit its
         management fee to 0.70% and 0.85%, respectively, for such Portfolios
         for one year from May 1, 1999.

(2)      Pursuant to their respective agreements with Kemper Variable Series,
         the investment manager and the accounting agent have agreed, for the
         one year period commencing on May 1, 1999, to limit their respective
         fees and to reimburse other operating expenses, in a manner
         communicated to the Board of the Fund, to the extent necessary to limit
         total operating expenses of the following described Portfolios to the
         amounts set forth after the Portfolio names: Kemper Value+Growth
         Portfolio (0.84%), Kemper Contrarian Value Portfolio (0.80%), Kemper
         Small Cap Value Portfolio (0.84%), Kemper Horizon 5 Portfolio (0.97%),
         Kemper Horizon 10+ Portfolio (0.83%), Kemper Horizon 20+ Portfolio
         (0.93%), Kemper Investment Grade Bond Portfolio (0.80%), and Kemper
         Blue Chip Portfolio (0.95%). The amounts set forth in the table above
         reflect actual expenses for the past fiscal year, which were lower than
         these expense limits.

<PAGE>

Under "INVESTMENT MANAGEMENT SERVICES" on page 32 of the Prospectus, the fifth
paragraph is amended to read as follows:

For its advisory services to the Scudder Global Discovery, Scudder Growth and
Income, Scudder International and Scudder Capital Growth Portfolios, Scudder
Kemper receives compensation monthly at the following annual rate for each
Portfolio:

<TABLE>
<CAPTION>
                                                   PERCENT OF THE AVERAGE
                                                   DAILY NET ASSET VALUES
                         PORTFOLIO                    OF EACH PORTFOLIO
                         ---------                    -----------------
<S>                                                        <C>
Scudder Global Discovery                                   0.975%
Scudder Growth and Income                                  0.475%
Scudder International
     First $500,000,000                                    0.875%
     Over $500,000,000                                     0.725%
Scudder Capital Growth
     First $500,000,000                                    0.475%
     Next $500,000,000                                     0.450%
     Over $1,000,000,000                                   0.425%
</TABLE>

                                          ***

Under "DISTRIBUTION", the first sentence of the second paragraph is amended in
its entirety to read as follows:

The Company pays commissions, not to exceed 7.0% of purchase payments, to
broker-dealers that sell the Contract.



Supplement Dated September 1, 1999

<PAGE>

                               SEPARATE ACCOUNT KG
                              KEMPER GATEWAY ELITE
                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 1999

          THIS SUPPLEMENT SUPPLANTS THE SUPPLEMENT DATED JUNE 25, 1999

                                       ***

The third paragraph on page 2 under "GENERAL INFORMATION AND HISTORY" is revised
in its entirety to read as follows:

Currently, 27 Sub-Accounts of the Variable Account are available under the
Contract. Each Sub-Account invests in a corresponding investment portfolio of
Kemper Variable Series ("KVS") or Scudder Variable Life Investment Fund
("Scudder VLIF"), open-end, registered management investment companies.
Twenty-three different portfolios of KVS are available under the Contract: the
Kemper Aggressive Growth Portfolio, Kemper Technology Growth Portfolio,
Kemper-Dreman Financial Services Portfolio, Kemper Small Cap Growth Portfolio,
Kemper Small Cap Value Portfolio, Kemper-Dreman High Return Equity Portfolio,
Kemper International Portfolio, Kemper International Growth and Income
Portfolio, Kemper Global Blue Chip Portfolio, Kemper Growth Portfolio, Kemper
Contrarian Value Portfolio, Kemper Blue Chip Portfolio, Kemper Value+Growth
Portfolio, Kemper Index 500 Portfolio, Kemper Horizon 20+ Portfolio, Kemper
Total Return Portfolio, Kemper Horizon 10+ Portfolio, Kemper High Yield
Portfolio, Kemper Horizon 5 Portfolio, Kemper Global Income Portfolio, Kemper
Investment Grade Bond Portfolio, Kemper Government Securities Portfolio, and
Kemper Money Market Portfolio. Four portfolios of Scudder VLIF are available
under the Contract: the Scudder International Portfolio, Scudder Global
Discovery Portfolio, Scudder Capital Growth Portfolio, and Scudder Growth and
Income Portfolio (together, the "Underlying Portfolios"). Each Underlying
Portfolio available under the Contract has its own investment objectives and
certain attendant risks.

                                      * * *


Under UNDERWRITERS, the second sentence of the third paragraph is amended in its
entirety to read as follows:

The Company pays commissions, not to exceed 7.0% of purchase payments, to
broker-dealers that sell the Contract.

                                      * * *

Footnote 21 under "Notes to Financial Statements" on page F-41 is deleted and
replaced in its entirety with the following:

21.   EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT (UNAUDITED)

<PAGE>

During the second quarter of 1999, AFC approved a plan to exit its group life
and health insurance business, consisting of its Employee Benefit Services
("EBS") business and its accident and health assumed reinsurance pool business
("reinsurance pool business"). AFC is pursuing a sale of its EBS business during
the second half of 1999. During the third quarter of 1998, the Company ceased
writing new premium in the reinsurance pool business, subject to certain
contractual obligations. Prior to 1999, these businesses comprised substantially
all of the former Corporate Risk Management Services segment. Accordingly, the
operating results of FAFLIC's group life and health insurance business,
including its reinsurance pool business, are reported in the Consolidated
Statements of Income as discontinued operations in the second quarter of 1999 in
accordance with Accounting Principles Board Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB No. 30"). At December 31, 1998, the businesses had assets of
approximately $480.9 million consisting primarily of invested assets, premiums
and fees receivable, and reinsurance recoverables, and liabilities of
approximately $445.3 million consisting primarily of policy liabilities.
Revenues for the discontinued operations were $398.5 million, $389.2 million and
$356.4 million for the years ended December 31, 1998, 1997 and 1996,
respectively. Net (loss) income for the discontinued operations was ($13.3)
million, $16.6 million, and $17.0 million for the years ended December 31, 1998,
1997 and 1996, respectively.

AFC has made certain changes to its corporate structure effective July 1, 1999.
These changes include the transfer of FAFLIC's ownership of Allmerica P&C, as
well as several non-insurance subsidiaries, from FAFLIC to AFC. FAFLIC has
retained its ownership of AFLIAC and certain other subsidiaries. Under an
agreement with the Commonwealth of Massachusetts Insurance Commissioner ("the
Commissioner"), AFC has contributed to FAFLIC capital of $125.0 million and
agreed to maintain FAFLIC's statutory surplus at specified levels during the
following six years. In addition, any dividend from FAFLIC to AFC during 2000
and 2001 would require the prior approval of the Commissioner. This
transaction was approved by the Commissioner on May 24, 1999.

In 1998, the net income of the subsidiaries, which is included in FAFLIC's
net income, to be transferred from FAFLIC to AFC pursuant to the
aforementioned change in corporate structure was $95.7 million. As of
December 31, 1998, the total assets and total shareholders' equity of these
subsidiaries were $4,033.0 million and $1,264.1 million, respectively.

On May 19, 1999, the Federal District Court in Worcester, Massachusetts
issued an order relating to the litigation mentioned in Note 18, above,
certifying the class for settlement purposes and granting final approval of
the settlement agreement.

Prior to the aforementioned change in AFC's corporate structure, on May 5,
1999 and May 11, 1999, Allmerica P&C redeemed 1,273.9 shares and 4,142.0
shares of its issued and outstanding common stock owned by AFC for $50.0
million and $175.0 million, respectively. The May 5, 1999 and May 11, 1999
transactions consisted of cash and short-term securities. After the May 11,
1999 transaction, FAFLIC's ownership of Allmerica P&C increased to 84.52%.

                                      * * *





Supplement Dated September 1, 1999


<PAGE>


                            PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  FINANCIAL STATEMENTS

          Financial Statements Included in Part A
          None

          Financial Statements Included in Part B
          Financial Statements for First Allmerica Financial Life Insurance
          Company Financial Statements for Separate Account KG of First
          Allmerica Financial Life Insurance Company were previously filed on
          April 27, 1999 in Post-Effective Amendment No. 3, and are
          incorporated by reference herein.

          Financial Statements Included in Part C
          None

     (b)  EXHIBITS

          EXHIBIT 1   Vote of Board of Directors Authorizing Establishment of
                      Registrant dated June 13, 1996 was previously filed on
                      August 9, 1996 in Registrant's Initial Registration
                      Statement, and is incorporated by reference herein.

          EXHIBIT 2   Not Applicable. Pursuant to Rule 26a-2, the Insurance
                      Company may hold the assets of the Registrant NOT pursuant
                      to a trust indenture or other such instrument.

          EXHIBIT 3   (a)     Wholesaling Agreement was previously filed on
                              August 9, 1996 in Registrant's Initial
                              Registration Statement, and is incorporated by
                              reference herein.

                      (b)     Underwriting and Administrative Services
                              Agreement was previously filed on April 30,
                              1998 in Post-Effective Amendment No. 2, and is
                              incorporated by reference herein.

                      (c)     Sales Agreements with Commission Schedule were
                              previously filed on April 30, 1998 in
                              Post-Effective Amendment No. 2, and are
                              incorporated by reference herein.

                      (d)     General Agent's Agreement was previously filed
                              on April 30, 1998 in Post-Effective Amendment
                              No. 2, and is incorporated by reference herein.

                      (e)     Career Agent Agreement was previously filed on
                              April 30, 1998 in Post-Effective Amendment No.
                              2, and is incorporated by reference herein.

                      (f)     Registered Representative's Agreement was
                              previously filed on April 30, 1998 in
                              Post-Effective Amendment No. 2, and is
                              incorporated by reference herein.

                      (g)     Form of Indemnification Agreement with Scudder
                              Kemper was previously filed on April 30, 1998
                              in Post-Effective Amendment No. 2, and is
                              incorporated by reference herein.

<PAGE>

          EXHIBIT 4   Policy Form was previously filed on August 9, 1996 in
                      Initial Registration Statement, and is incorporated by
                      reference herein.

          EXHIBIT 5   Application Form was previously filed on August 9, 1996 in
                      Initial Registration Statement, and is incorporated by
                      reference herein.

          EXHIBIT 6   The Depositor's Articles of Incorporation, as amended,
                      effective October 1, 1995 to reflect its new name, and
                      Bylaws were previously filed on August 9, 1996 in
                      Registrant's Initial Registration Statement, and are
                      incorporated by reference herein.

          EXHIBIT 7   Not Applicable.

          EXHIBIT 8   (a)     BFDS Agreements for lockbox and mailroom services
                              were previously filed on April 30, 1998 in
                              Post-Effective Amendment No. 2, and are
                              incorporated by reference herein.

                      (b)     Form of Scudder Services Agreement was previously
                              filed on April 30, 1998 in Post-Effective
                              Amendment No. 2, and is incorporated by reference
                              herein.

                      (c)     Directors' Power of Attorney is filed herewith.

          EXHIBIT 9   Opinion of Counsel is filed herewith.

          EXHIBIT 10  Consent of Independent Accountants is filed herewith.

          EXHIBIT 11  None.

          EXHIBIT 12  None.

          EXHIBIT 13  Not Applicable.

          EXHIBIT 14  Not Applicable.

          EXHIBIT 15  (a)     Participation Agreement with Kemper was previously
                              filed on November 6, 1996 in Pre-Effective
                              Amendment No. 1, and is incorporated by reference
                              herein.

                     (b)      Form of Participation Agreement with Scudder
                              Kemper was previously filed on April 30, 1998 in
                              Post-Effective Amendment No. 2, and is
                              incorporated by reference herein.

<PAGE>



ITEM 25.  DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

The principal business address of all the following Directors and Officers is:
         440 Lincoln Street
         Worcester, Massachusetts 01653

          DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY                       PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------                       ----------------------------------------------
<S>                                       <C>
Bruce C. Anderson                         Director (since 1996), Vice President (since 1984) and Assistant
  Director                                Secretary (since 1992) of First Allmerica

Warren E. Barnes                          Vice President (since 1996) and Corporate Controller (since 1998)
  Vice President and                      of First Allmerica
  Corporate Controller

Robert E. Bruce                           Director and Chief Information Officer (since 1997) and Vice
  Director and Chief Information          President (since 1995) of First Allmerica; and Corporate Manager
  Officer                                 (1979 to 1995) of Digital Equipment Corporation

Mary Eldridge                             Secretary (since 1999) of Allmerica Financial; Secretary (since
  Secretary                               1999) of Allmerica Investments, Inc.; and Secretary (since 1999) of
                                          Allmerica Financial Investment Management Services, Inc.

John P. Kavanaugh                         Director and Chief Investment Officer (since 1996) and Vice
  Director, Vice President and            President (since 1991) of First Allmerica; and Vice President
  Chief Investment Officer                (since 1998) of Allmerica Financial Investment Management Services,
                                          Inc.

John F. Kelly                             Director (since 1996), Senior Vice President (since 1986), General
  Director, Vice President and            Counsel (since 1981) and Assistant Secretary (since 1991) of First
  General Counsel                         Allmerica; Director (since 1985) of Allmerica Investments, Inc.;
                                          and Director (since 1990) of Allmerica Financial Investment
                                          Management Services, Inc.

J. Barry May                              Director (since 1996) of First Allmerica; Director and President
  Director                                (since 1996) of The Hanover Insurance Company; and Vice President
                                          (1993 to 1996) of The Hanover Insurance Company

James R. McAuliffe                        Director (since 1996) of First Allmerica; Director (since 1992),
  Director                                President (since 1994) and Chief Executive Officer (since 1996) of
                                          Citizens Insurance Company of America

John F. O'Brien                           Director, President and Chief Executive Officer (since 1989) of
  Director and Chairman of                First Allmerica; Director (since 1989) of Allmerica Investments,
  The Board                               Inc.; and Director and Chairman of the Board (since 1990) of
                                          Allmerica Financial Investment Management Services, Inc.


<PAGE>



Edward J. Parry, III                      Director and Chief Financial Officer (since 1996) and Vice
  Director, Vice President,               President and Treasurer (since 1993) of First Allmerica; Treasurer
  Chief Financial Officer                 and (since 1993) of Allmerica Investments, Inc.; and Treasurer (since
  Treasurer                               1993) of Allmerica Financial Investment Management Services, Inc.

Richard M. Reilly                         Director (since 1996) and Vice President (since 1990) of First
  Director, President and                 Allmerica; Director (since 1990) of Allmerica Investments, Inc.;
  Chief Executive Officer                 and Director and President (since 1998) of Allmerica Financial
                                          Investment Management Services, Inc.

Robert P. Restrepo, Jr.                   Director and Vice President (since 1998) of First Allmerica; Chief
  Director                                Executive Officer (1996 to 1998) of Travelers Property & Casualty;
                                          Senior Vice President (1993 to 1996) of Aetna Life & Casualty
                                          Company

Eric A. Simonsen                          Director (since 1996) and Vice President (since 1990) of First
Director and Vice President               Allmerica; Director (since 1991) of Allmerica Investments, Inc.;
                                          and Director (since 1991) of Allmerica Financial Investment
                                          Management Services, Inc.

Phillip E. Soule                          Director (since 1996) and Vice President (since 1987) of First
  Director                                Allmerica
</TABLE>


<PAGE>


ITEM 26.   PERSONS UNDER COMMON CONTROL WITH REGISTRANT

<TABLE>
<S><C>
                                                   Allmerica Financial Corporation

                                                              Delaware

       |               |               |               |               |               |               |               |
________________________________________________________________________________________________________________________________
      100%           100%             100%            100%            100%            100%            100%            100%
   Allmerica        Financial      Allmerica,       Allmerica   First Allmerica   AFC Capital     Allmerica      First Sterling
     Asset        Profiles, Inc.      Inc.          Funding     Financial Life      Trust I       Services          Limited
Management, Inc.                                     Corp.         Insurance                     Corporation
                                                                   Company

 Massachusetts    California     Massachusetts   Massachusetts   Massachusetts      Delaware     Massachusetts      Bermuda
       |                                                               |                                               |
       |                                  ___________________________________________________________          ________________
       |                                          |                    |                  |                            |
       |                                         100%                99.2%               100%                         100%
       |                                      Advantage            Allmerica           Allmerica                First Sterling
       |                                      Insurance              Trust           Financial Life               Reinsurance
       |                                     Network, Inc.       Company, N.A.       Insurance and                  Company
       |                                                                            Annuity Company                 Limited
       |
       |                                       Delaware       Federally Chartered      Delaware                     Bermuda
       |                                                               |
       |                                       ________________________________________________________________
       |                                               |               |               |               |
       |                                              100%            100%            100%            100%
       |                                            Allmerica       Allmerica       Allmerica       Allmerica
       |                                          Investments,     Investment       Financial       Financial
       |                                              Inc.         Management      Investment       Services
       |                                                          Company, Inc.    Management       Insurance
       |                                                                         Services, Inc.    Agency, Inc.
       |
       |                                         Massachusetts   Massachusetts   Massachusetts   Massachusetts
       |
________________________________________________________________
       |              |                |               |
      100%           100%             100%            100%
    Allmerica   Sterling Risk       Allmerica       Allmerica
    Property      Management     Benefits, Inc.       Asset
  & Casualty   Services, Inc.                      Management,
Companies, Inc.                                      Limited

    Delaware       Delaware          Florida         Bermuda
       |
________________________________________________
       |              |                |
      100%           100%             100%
  The Hanover      Allmerica        Citizens
   Insurance       Financial       Insurance
    Company        Insurance        Company
                 Brokers, Inc.    of Illinois

 New Hampshire  Massachusetts       Illinois
       |
________________________________________________________________________________________________________________________________
       |               |               |               |               |               |               |               |
      100%           100%             100%            100%            100%            100%            100%            100%
    Allmerica      Allmerica      The Hanover    Hanover Texas      Citizens     Massachusetts      Allmerica        AMGRO
    Financial        Plus           American        Insurance     Corporation    Bay Insurance      Financial         Inc.
     Benefit       Insurance       Insurance       Management                       Company         Alliance
    Insurance     Agency, Inc.      Company       Company, Inc.                                    Insurance
    Company                                                                                         Company

  Pennsylvania  Massachusetts    New Hampshire       Texas          Delaware     New Hampshire   New Hampshire   Massachusetts
                                                                       |                                               |
                                                ________________________________________________                ________________
                                                       |               |               |                               |
                                                      100%            100%            100%                            100%
                                                    Citizens        Citizens        Citizens                      Lloyds Credit
                                                    Insurance       Insurance       Insurance                      Corporation
                                                     Company         Company         Company
                                                    of Ohio        of America        of the
                                                                                     Midwest

                                                      Ohio          Michigan        Indiana                      Massachusetts
                                                                       |
                                                               _________________
                                                                       |
                                                                      100%
                                                                    Citizens
                                                                   Management
                                                                      Inc.

                                                                    Michigan



_______________   ----------------   ----------------
   Allmerica          Greendale             AAM
    Equity             Special          Equity Fund
  Index Pool          Placements
                        Fund

 Massachusetts      Massachusetts      Massachusetts


- --------  Grantor Trusts established for the benefit of First Allmerica,
          Allmerica Financial Life, Hanover and Citizens


          ---------------   ----------------
             Allmerica         Allmerica
          Investment Trust     Securities
                                 Trust

           Massachusetts     Massachusetts


- --------  Affiliated Management Investment Companies


                  ...............
                  Hanover Lloyd's
                    Insurance
                     Company

                      Texas


- --------  Affiliated Lloyd's plan company, controlled by Underwriters
          for the benefit of The Hanover Insurance Company


          _______________   ________________
            AAM Growth       AAM High Yield
             & Income         Fund, L.L.C.
            Fund L.P.

            Delaware         Massachusetts

________  L.P. or L.L.C. established for the benefit of First Allmerica,
          Allmerica Financial Life, Hanover and Citizens
</TABLE>

<PAGE>

                               FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
NAME                                           ADDRESS                        TYPE OF BUSINESS
- ----                                           -------                        ----------------
<S>                                            <C>                            <C>
AAM Equity Fund                                440 Lincoln Street             Massachusetts Grantor Trust
                                               Worcester MA 01653

AAM Growth &  Income Fund, L.P.                440 Lincoln Street             Limited Partnership
                                               Worcester MA 01653

Advantage Insurance Network, Inc.              440 Lincoln Street             Insurance Agency
                                               Worcester MA 01653

AFC Capital Trust I                            440 Lincoln Street             Statutory Business Trust
                                               Worcester MA 01653

Allmerica Asset Management Limited             440 Lincoln Street             Investment advisory services
                                               Worcester MA 01653

Allmerica Asset Management, Inc.               440 Lincoln Street             Investment advisory services
                                               Worcester MA 01653

Allmerica Benefits, Inc.                       440 Lincoln Street             Non-insurance medical services
                                               Worcester MA 01653

Allmerica Equity Index Pool                    440 Lincoln Street             Massachusetts Grantor Trust
                                               Worcester MA 01653

Allmerica Financial Alliance Insurance         100 North Parkway              Multi-line property and
Company                                        Worcester MA 01605             casualty insurance

Allmerica Financial Benefit Insurance Company  100 North Parkway              Multi-line property and
                                               Worcester MA 01605             casualty insurance

Allmerica Financial Corporation                440 Lincoln Street             Holding Company
                                               Worcester MA 01653

Allmerica Financial Insurance Brokers, Inc.    440 Lincoln Street             Insurance Broker
                                               Worcester MA 01653

Allmerica Financial Life Insurance and 440 Lincoln Street Life insurance,
accident and Annuity Company (formerly known as SMA Life Worcester MA 01653
health insurance, annuities, Assurance Company) variable annuities and
                                                                              variable life insurance

Allmerica Financial Services Insurance         440 Lincoln Street             Insurance Agency
Agency, Inc.                                   Worcester MA 01653

Allmerica Funding Corp.                        440 Lincoln Street             Special purpose funding
                                               Worcester MA 01653             vehicle for commercial paper

Allmerica, Inc.                                440 Lincoln Street             Common employer for Allmerica
                                               Worcester MA 01653             Financial Corporation entities

<PAGE>

Allmerica Financial Investment Management      440 Lincoln Street             Investment advisory services
Services, Inc.                                 Worcester MA 01653
(formerly known as Allmerica Institutional
Services, Inc. and 440 Financial Group of
Worcester, Inc.)

Allmerica Investment Management Company, Inc.  440 Lincoln Street             Investment advisory services
                                               Worcester MA 01653

Allmerica Investments, Inc.                    440 Lincoln Street             Securities, retail
                                               Worcester MA 01653             broker-dealer

Allmerica Investment Trust                     440 Lincoln Street             Investment Company
                                               Worcester MA 01653
Allmerica Plus Insurance Agency, Inc.          440 Lincoln Street             Insurance Agency
                                               Worcester MA 01653

Allmerica Property & Casualty Companies, Inc.  440 Lincoln Street             Holding Company
                                               Worcester MA 01653

Allmerica Securities Trust                     440 Lincoln Street             Investment Company
                                               Worcester MA 01653

Allmerica Services Corporation                 440 Lincoln Street             Internal administrative
                                               Worcester MA 01653             services provider to Allmerica
                                                                              Financial Corporation entities

Allmerica Trust Company, N.A.                  440 Lincoln Street             Limited purpose national trust
                                               Worcester MA 01653             company

AMGRO, Inc.                                    100 North Parkway              Premium financing
                                               Worcester MA 01605

Citizens Corporation                           440 Lincoln Street             Holding Company
                                               Worcester MA 01653

Citizens Insurance Company of America          645 West Grand River           Multi-line property and
                                               Howell MI 48843                casualty insurance

Citizens Insurance Company of Illinois         333 Pierce Road                Multi-line property and
                                               Itasca IL 60143                casualty insurance

Citizens Insurance Company of the Midwest      3950 Priority Way   South      Multi-line property and
                                               Drive, Suite 200               casualty insurance
                                               Indianapolis IN 46280

Citizens Insurance Company of Ohio             8101 N. High Street            Multi-line property and
                                               P.O. Box 342250                casualty insurance
                                               Columbus OH 43234

Citizens Management, Inc.                      645 West Grand River           Services management company
                                               Howell MI 48843
                                               5421 Avenida Encinas
Financial Profiles                             Carlsbad, CA  92008            Computer software company
<PAGE>

First Allmerica Financial Life Insurance       440 Lincoln Street             Life, pension, annuity,
Company (formerly State Mutual Life            Worcester MA 01653             accident and health insurance
Assurance Company of America)                                                 company
First Sterling Limited                         440 Lincoln Street             Holding Company
                                               Worcester MA 01653

First Sterling Reinsurance Company             440 Lincoln Street             Reinsurance Company
Limited                                        Worcester MA 01653

Greendale Special Placements Fund              440 Lincoln Street             Massachusetts Grantor Trust
                                               Worcester MA 01653

The Hanover American Insurance Company         100 North Parkway              Multi-line property and
                                               Worcester MA 01605             casualty insurance

The Hanover Insurance Company                  100 North Parkway              Multi-line property and
                                               Worcester MA 01605             casualty insurance

Hanover Texas Insurance Management Company,    801 East Campbell Road         Attorney-in-fact for Hanover
Inc.                                           Richardson TX 75081            Lloyd's Insurance Company

Hanover Lloyd's Insurance Company              801 East Campbell Road         Multi-line property and
                                               Richardson TX 75081            casualty insurance

Lloyds Credit Corporation                      440 Lincoln Street             Premium financing service
                                               Worcester MA 01653             franchises

Massachusetts Bay Insurance Company            100 North Parkway              Multi-line property and
                                               Worcester MA 01605             casualty insurance

Sterling Risk Management Services, Inc.        440 Lincoln Street             Risk management services
                                               Worcester MA 01653
</TABLE>

ITEM 27. NUMBER OF CONTRACT OWNERS

         As of July 31, 1999, the Variable Account had 76 Contract holders of
         qualified Contracts and 237 Contract Holders of non-qualified
         Contracts.

ITEM 28. INDEMNIFICATION

         Article VIII of the Bylaws of First Allmerica Financial Life Insurance
         Company (the Depositor) states: Each Director and each Officer of the
         Corporation, whether or not in office, (and his executors or
         administrators), shall be indemnified or reimbursed by the Corporation
         against all expenses actually and necessarily incurred by him in the
         defense or reasonable settlement of any action, suit, or proceeding in
         which he is made a party by reason of his being or having been a
         Director or Officer of the Corporation, including any sums paid in
         settlement or to discharge judgment, except in relation to matters as
         to which he shall be finally adjudged in such action, suit or
         proceeding to be liable for negligence or misconduct in the performance
         of his duties as such Director or Officer; and the foregoing right of
         indemnification or reimbursement shall not affect any other rights to
         which he may be entitled under the Articles of Incorporation, any
         statute, bylaw, agreement, vote of stockholders, or otherwise.

<PAGE>

ITEM 29.  PRINCIPAL UNDERWRITERS

(a)  Allmerica Investments, Inc. also acts as principal underwriter for the
following:

          -    VEL Account, VEL II Account, VEL Account III, Select Account III,
               Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G,
               VA-H, VA-K, VA-P, Allmerica Select Separate Account II, Group VEL
               Account, Separate Account KG, Separate Account KGC, Fulcrum
               Separate Account, Fulcrum Variable Life Separate Account, and
               Allmerica Select Separate Account of Allmerica Financial Life
               Insurance and Annuity Company

          -    Inheiritage Account, VEL II Account, Separate Account I, Separate
               Account VA-K, Separate Account VA-P, Allmerica Select Separate
               Account II, Group VEL Account, Separate Account KG, Separate
               Account KGC, Fulcrum Separate Account, and Allmerica Select
               Separate Account of First Allmerica Financial Life Insurance
               Company

          -    Allmerica Investment Trust

(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:

                           440 Lincoln Street
                           Worcester, Massachusetts 01653


         NAME                 POSITION OR OFFICE WITH UNDERWRITER
         ----                 -----------------------------------

Emil J. Aberizk, Jr.          Vice President

Edward T. Berger              Vice President and Chief Compliance Officer

Mary Eldridge                 Secretary

Philip L. Heffernan           Vice President

John F. Kelly                 Director

Daniel Mastrototaro           Vice President

William F. Monroe, Jr.        Vice President

David J. Mueller              Vice President and Controller

John F. O'Brien               Director

Stephen Parker                President, Director and Chief Executive Officer

Edward J. Parry, III          Treasurer

Richard M. Reilly             Director

Eric A. Simonsen              Director

Mark G. Steinberg             Senior Vice President

<PAGE>

     (c)  As indicated in Part B (Statement of Additional Information) in
          response to Item 20(c), there were no commissions retained by
          Allmerica Investments, Inc., the principal underwriter of the
          Contracts, for sales of variable contracts funded by the Registrant
          in 1998. No commissions or other compensation was received by the
          principal underwriter, directly or indirectly, from the Registrant
          during the Registrant's last fiscal year.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     Each account, book or other document required to be maintained by Section
     31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained by
     the Company at 440 Lincoln Street, Worcester, Massachusetts.

ITEM 31.  MANAGEMENT SERVICES

     The Company provides daily unit value calculations and related services for
     the Company's separate accounts.

ITEM 32.  UNDERTAKINGS

   (a)    Subject to the terms and conditions of Section 15(d) of the Securities
          Exchange Act of 1934, the undersigned Registrant hereby undertakes to
          file with the Securities and Exchange Commission ("SEC") such
          supplementary and periodic information, documents, and reports as may
          be prescribed by any rule or regulation of the SEC heretofore or
          hereafter duly adopted pursuant to authority conferred in that
          section.

   (b)    The Registrant hereby undertakes to include in the prospectus a
          postcard that the applicant can remove to send for a Statement of
          Additional Information.

   (c)    The Registrant hereby undertakes to deliver a Statement of Additional
          Information and any financial statements promptly upon written or oral
          request, according to the requirements of Form N-4.

   (d)    Insofar as indemnification for liability arising under the 1933 Act
          may be permitted to Directors, Officers and Controlling Persons of
          Registrant under any registration statement, underwriting agreement or
          otherwise, Registrant has been advised that, in the opinion of the
          SEC, such indemnification is against public policy as expressed in the
          1933 Act and is, therefore, unenforceable. In the event that a claim
          for indemnification against such liabilities (other than the payment
          by Registrant of expenses incurred or paid by a Director, Officer or
          Controlling Person of Registrant in the successful defense of any
          action, suit or proceeding) is asserted by such Director, Officer or
          Controlling Person in connection with the securities being registered,
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the 1933 Act and will be
          governed by the final adjudication of such issue.

   (e)    The Company hereby represents that the aggregate fees and charges
          under the Contracts are reasonable in relation to the services
          rendered, expenses expected to be incurred, and risks assumed by the
          Company.

<PAGE>


ITEM 33.  REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
          PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Registrant, a separate account of First Allmerica Financial Life Insurance
Company ("Company"), states that it is (a) relying on Rule 6c-7 under the 1940
Act with respect to withdrawal restrictions under the Texas Optional Retirement
Program ("Program") and (b) relying on the "no-action" letter (Ref. No. IP-6-88)
issued on November 28, 1988 to the American Council of Life Insurance, in
applying the withdrawal restrictions of Internal Revenue Code Section
403(b)(11). Registrant has taken the following steps in reliance on the letter:

     1.  Appropriate disclosures regarding the redemption restrictions imposed
         by the Program and by Section 403(b)(11) have been included in the
         prospectus of each registration statement used in connection with the
         offer of the Company's variable contracts.

     2.  Appropriate disclosures regarding the redemption restrictions imposed
         by the Program and by Section 403(b)(11) have been included in sales
         literature used in connection with the offer of the Company's variable
         contracts.

     3.  Sales Representatives who solicit participants to purchase the variable
         contracts have been instructed to specifically bring the redemption
         restrictions imposed by the Program and by Section 403(b)(11) to the
         attention of potential participants.

     4.  A signed statement acknowledging the participant's understanding of
         (i) the restrictions on redemption imposed by the Program and by
         Section 403(b)(11) and (ii) the investment alternatives available
         under the employer's arrangement will be obtained from each participant
         who purchases a variable annuity contract prior to or at the time of
         purchase.

Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service-Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable annuity contracts to meet the
requirements of the Program or of Section 403(b). Any transfer request not so
denied or limited will be effected as expeditiously as possible.

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Worcester, and Commonwealth of Massachusetts, on the 26th day of August,
1999.

                             SEPARATE ACCOUNT KG OF
                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                          By: /s/ Mary Eldridge
                              ----------------------------
                              Mary Eldridge, Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES                               TITLE                                         DATE
- ----------                               -----                                         ----
<S>                                      <C>                                           <C>
/s/ Warren E. Barnes                     Vice President and Corporate Controller       August 26, 1999
- ---------------------------
Warren E. Barnes

Edward J. Parry Iii*                     Director, Vice President, Chief Financial
- --------------------------               Officer and Treasurer

Richard M. Reilly*                       Director, President and
- --------------------------               Chief Executive Officer

John F. O'brien*                         Director and Chairman of the Board
- --------------------------

Bruce C. Anderson*                       Director
- --------------------------

Robert E. Bruce*                         Director and Chief Information Officer
- --------------------------

John P. Kavanaugh*                       Director, Vice President and
- --------------------------               Chief Investment Officer

John F. Kelly*                           Director, Vice President and
- --------------------------               General Counsel

J. Barry May*                            Director
- --------------------------

James R. Mcauliffe*                      Director
- --------------------------

Robert P. Restrepo, Jr.*                 Director
- --------------------------

Eric A. Simonsen*                        Director and Vice President
- --------------------------

Phillip E. Soule*                        Director
- --------------------------
</TABLE>

*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated July 1, 1999 duly executed by
such persons.

/s/ Sheila B. St. Hilaire
- ----------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(333-10285)


<PAGE>


                                  EXHIBIT TABLE

Exhibit 8(c)      Directors' Power of Attorney

Exhibit 9         Opinion of Counsel

Exhibit 10        Consent of Independent Accountants



<PAGE>

                                POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
John F. Kelly, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by First Allmerica Financial Life Insurance
Company, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and with any
other regulatory agency or state authority that may so require, granting unto
said attorneys and each of them, acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys or any of
them may lawfully do or cause to be done by virtue hereof. Witness our hands on
the date set forth below.

<TABLE>
<CAPTION>
SIGNATURE                          TITLE                                          DATE
- ---------                          -----                                          ----
<S>                                <C>                                           <C>
/s/ John F. O'Brien                Director, President and Chief Executive       7/1/99
- -----------------------------      Officer
John F. O'Brien

/s/ Bruce C. Anderson              Director and Vice President                   7/1/99
- -----------------------------
Bruce C. Anderson

/s/ Robert E. Bruce                Director, Vice President and                  7/1/99
- -----------------------------      Chief Information Officer
Robert E. Bruce

/s/ John P. Kavanaugh              Director, Vice President and                  7/1/99
- -----------------------------      Chief Investment Officer
John P. Kavanaugh

/s/ John F. Kelly                  Director, Senior Vice President and           7/1/99
- -----------------------------      General Counsel
John F. Kelly

/s/ J. Barry May                   Director                                      7/1/99
- -----------------------------
J. Barry May

/s/ James R. McAuliffe             Director                                      7/1/99
- -----------------------------
James R. McAuliffe

/s/ Edward J. Parry, III           Director, Vice President, Chief Financial     7/1/99
- -----------------------------      Officer and Treasurer
Edward J. Parry, III

/s/ Richard M. Reilly              Director and Vice President                   7/1/99
- -----------------------------
Richard M. Reilly

/s/ Robert P. Restrepo, Jr.        Director and Vice President                   7/1/99
- -----------------------------
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen               Director and Vice President                   7/1/99
- -----------------------------
Eric A. Simonsen

/s/ Phillip E. Soule               Director and Vice President                   7/1/99
- -----------------------------
Phillip E. Soule
</TABLE>

<PAGE>

                                                                 August 26, 1999

First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653


 RE: SEPARATE ACCOUNT KG OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
     FILE NO.'S: 333-10285 AND 811-7769

Gentlemen:

In my capacity as Assistant Vice President and Counsel of First Allmerica
Financial Life Insurance Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement for
Separate Account KG on Form N-4 under the Securities Act of 1933 and amendment
under the Investment Company Act of 1940, with respect to the Company's
qualified and non-qualified variable annuity contracts.

I am of the following opinion:

1.   Separate Account KG is a separate account of the company validly existing
     pursuant to the Delaware Insurance Code and the regulations issued
     thereunder.

2.   The assets held in Separate Account KG are not chargeable with
     liabilities arising out of any other business the Company many conduct.

3.   The variable annuity contracts, when issued in accordance with the
     Prospectus contained in the Post-Effective Amendment to the Registration
     Statement and upon compliance with applicable local law, will be legal
     and binding obligations of the Company in accordance with their terms and
     when sold will be legally issued, fully paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement for Separate Account KG
on Form N-4 filed under the Securities Act of 1933.

                                           Very truly yours,

                                           /s/ John C. Donlon, Jr.

                                           John C. Donlon, Jr.
                                           Assistant Vice President and Counsel







<PAGE>

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 4 to the Registration
Statement of Separate Account KG of First Allmerica Financial Life Insurance
Company on Form N-4 of our report dated February 2, 1999, except for
paragraph 2 of Note 18 and Note 20, which are as of March 19, 1999 and April
1, 1999, respectively, relating to the financial statements of First
Allmerica Financial Life Insurance Company, and our report dated March 26,
1999, relating to the financial statements of Separate Account KG of First
Allmerica Financial Life Insurance Company, both of which appear in such
Statement of Additional Information. We also consent to the reference to us
under the heading "Experts" in such Statement of Additional Information.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
August 31, 1999




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