FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D, N-4 EL, 1997-05-01

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
N-4 EL, 1997-05-01

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As filed with the Securities and Exchange Commission on May 1, 1997

Registration Nos. 33-
811-

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D (Separate Account D)
(Exact Name of Registrant)

FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

95 Wall Street, 22nd Floor, New York, New York 10005
(Address of Depositor's Principal Executive Offices)

(212) 858-8200
(Depositor's Telephone Number, including Area Code)

Richard H. Gaebler, President
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street, 22nd Floor
New York, New York 10005
(Name and Address of Agent for Service)

Copies of all communications to:
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue
Washington, D.C. 20036-5366
Attn: Gary O. Cohen, Esq.

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
hereby registers an indefinite number of securities under the Securities Act of
1933.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
N-4 Item No. Location
- ------------ --------
PART A: PROSPECTUS
<S> <C>
1. Cover Page........................................ Cover Page
2. Definitions ...................................... Glossary of Special Terms
3. Synopsis ......................................... Fee Table
4. Condensed Financial Information................... Not Applicable
5. General Description of Registrant, Depositor, and
Portfolio Companies............................... General Descriptions
6. Deductions ....................................... Purchases, Charges and Expenses
7. General Description of Variable Annuity
Contracts......................................... Variable Annuity Contracts
8. Annuity Period.................................... Variable Annuity Contracts
9. Death Benefit..................................... Variable Annuity Contracts
10. Purchases and Contract Value...................... Purchases, Charges and
Expenses;
Variable Annuity Contracts
11. Redemptions ...................................... Variable Annuity Contracts
12. Taxes ............................................ Federal Income Tax Status
13. Legal Proceedings................................. Not Applicable
14. Table of Contents of the Statement of
Additional Information............................ Table of Contents of the Statement
of Additional Information

PART B: STATEMENT OF ADDITIONAL INFORMATION

15. Cover Page........................................ Cover Page
16. Table of Contents................................. Table of Contents
17. General Information and History................... General Description; Other
Information
18. Services ...................... .................. Services
19. Purchase of Securities Being Offered.............. Not Applicable
20. Underwriters ..................................... Services
21. Calculation of Performance Data................... Not Applicable
22. Annuity Payments.................................. Annuity Payments
23. Financial Statements.............................. Relevance of Financial Statements;
Financial Statements
</TABLE>

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street, New York, New York 10005/(212) 858-8200

This Prospectus describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance Company ("First Investors Life"). The
Contracts are designed for individual investors who desire to accumulate capital
on a tax-deferred basis for retirement or other long-term purposes. The
Contracts may be purchased on a nonqualified basis. The Contracts may also be
purchased through (1) qualified individual retirement accounts and (2) qualified
corporate employee pension and profit-sharing plans. The Contracts offered are
flexible premium deferred variable annuity contracts ("Deferred Variable Annuity
Contracts") under which annuity payments will begin on a selected future date. A
PENALTY MAY BE ASSESSED ON EARLY WITHDRAWALS (SEE "FEDERAL INCOME TAX STATUS").
THE CONTRACTS CONTAIN A 10-DAY REVOCATION RIGHT (SEE "VARIABLE ANNUITY
CONTRACTS--TEN-DAY REVOCATION RIGHT"). The Contracts provide for the
accumulation of values on a variable basis. Payment of annuity benefits will be
on a variable basis, unless a fixed basis or a combination of variable and fixed
bases is selected by the Contractowner. Unless otherwise stated, this Prospectus
describes only the variable aspects of the Contracts. The Contracts contain
information on the fixed aspects.

Contractowners' purchase payments less certain deductions ("net purchase
payments") are paid into a unit investment trust, First Investors Life Variable
Annuity Fund D ("Separate Account D"). A Contractowner elects to have his or her
net purchase payments paid into any one or more of the eleven subaccounts of
Separate Account D (the "Subaccounts"). The assets of each Subaccount are
invested at net asset value in shares of the related series of First Investors
Life Series Fund (the "Life Series Fund"), an open-end, diversified management
investment company.
This Prospectus sets forth the information about Separate Account D that a
prospective investor should know before investing and should be kept for future
reference. A Statement of Additional Information, dated______, 1997, has been
filed with the Securities and Exchange Commission and is incorporated herein by
reference in its entirety. (See page 21 of this Prospectus for the Table of
Contents of the Statement of Additional Information.) The Statement of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above. Additional information
about Separate Account D has been filed with the Securities and Exchange
Commission.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY WHEN ATTACHED TO THE CURRENT
PROSPECTUS OF FIRST INVESTORS LIFE SERIES FUND.

The date of this Prospectus is _______, 1997

<PAGE>

GLOSSARY OF SPECIAL TERMS

ACCUMULATED VALUE - The value of all the Accumulation Units credited to
the Contract.

ACCUMULATION PERIOD - The period between the date of issue of a Contract
and the Annuity Commencement Date.

ACCUMULATION UNIT - A unit used to measure the value of a Contractowner's
interest in a Subaccount of Separate Account D prior to the Annuity Commencement
Date.

ADDITIONAL PAYMENT - A purchase payment made to First Investors Life after
issuance of a deferred annuity.

ANNUITANT - The person designated to receive or the person who is actually
receiving annuity payments under a Contract.

ANNUITY COMMENCEMENT DATE - The date on which annuity payments are to
commence.

ANNUITY UNIT - A unit used to determine the amount of each annuity payment
after the first.

BENEFICIARY - The person designated to receive any benefits under a
Contract upon the death of the Annuitant in accordance with the terms of the
Contract.

CONTRACT - An individual variable annuity contract offered by this
Prospectus.

CONTRACTOWNER - The person or entity with legal rights of ownership of the
Contract.

FIXED ANNUITY - An annuity with annuity payments which remain fixed as to
dollar amount throughout the payment period.

GENERAL ACCOUNT - All assets of First Investors Life other than those
allocated to Separate Account D and other segregated investment accounts of
First Investors Life.

JOINT ANNUITANT - The designated second person under joint and survivor
life annuity.

SEPARATE ACCOUNT D - The segregated investment account entitled "First
Investors Life Variable Annuity Fund D," established by First Investors Life
pursuant to applicable law and registered as a unit investment trust under the
Investment Company Act of 1940, as amended.

SINGLE PAYMENT - A one-time purchase payment made to First Investors Life
to purchase a deferred annuity.

SUBACCOUNT - A segregated investment subaccount under Separate Account D
which corresponds to a series of the Life Series Fund. The assets of the
Subaccount are invested in shares of the corresponding series of the Life Series
Fund.

VALUATION DATE - Any date on which the New York Stock Exchange ("NYSE") is
open for regular trading. Each Valuation Date ends as of the close of regular
trading on the NYSE (normally 4:00 P.M., Eastern Time). The NYSE currently
observes the following holidays: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

VALUATION PERIOD - The period beginning on the date after any Valuation
Date and ending at the end of the next Valuation Date.

VARIABLE ANNUITY - An annuity with annuity payments varying in amount in
accordance with the net investment experience of the Subaccounts.

2
<PAGE>

FEE TABLE

The following table has been prepared to assist the investor in
understanding the various costs and expenses a Contractowner will directly or
indirectly bear. The table reflects expenses of Separate Account D as well as
the series (each a "Fund" and collectively "Funds") of the Life Series Fund. The
Fee Table reflects expenses expected to be incurred in 1997.

CONTRACTOWNER TRANSACTION EXPENSES

Sales Load Imposed on Purchases (as a percentage of purchase payments). None

Maximum Contingent Deferred Sales Charge............................... 7.00%*

ANNUAL CONTRACT MAINTENANCE CHARGE..................................... $30.00

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charges..................................... 1.25%
Administrative Charge.................................................. .15%

Total Separate Account Annual Expenses................................. 1.4%

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES(1) EXPENSES(2) EXPENSES(3)
<S> <C> <C> <C>
Blue Chip Fund................................... 0.75% 0.09% 0.84%
Cash Management Fund............................. 0.60+ 0.10+ 0.70+
Discovery Fund................................... 0.75 0.10 0.85
Government Fund.................................. 0.60+ -0-+ 0.60+
Growth Fund...................................... 0.75 0.10 0.85
High Yield Fund.................................. 0.75 0.10 0.85
International Securities Fund.................... 0.75 0.37 1.12
Investment Grade Fund............................ 0.60+ -0-+ 0.60+
Target Maturity 2007 Fund........................ 0.60+ -0-+ 0.60+
Target Maturity 2010 Fund........................ 0.60+ -0-+ 0.60+
Utilities Income Fund............................ 0.60+ 0.11 0.71+
</TABLE>

+ Net of waiver and/or reimbursement

(1) For the fiscal year ended December 31, 1996, the Adviser waived
Management Fees in excess of 0.60% for Cash Management Fund, Government
Fund, Investment Grade Fund, Target

- --------
* The Maximum Contingent Deferred Sales Charge is a percentage of the value of
the Accumulation Units surrendered (not to exceed the aggregate amount of the
purchase payments made for such Units). It decreases 1% each year so that there
is no charge after 7 years. Each year up to 10% of total purchase payments may
be surrendered without a contingent deferred sales charge. Additional purchase
payments do not cause the contingent deferred sales charge percentages to start
over on prior purchase payments.

3
<PAGE>

Maturity 2007 Fund, Target Maturity 2010 Fund and Utilities Income Fund.
Absent the waiver, Management Fees would have been 0.75% for each of
these Funds. The Adviser will continue to waive such fees for a minimum
period ending December 31, 1997.

(2) Other Expenses have been restated for Cash Management Fund and Utilities
Income Fund to reflect current expenses. The Adviser will reimburse
Government Fund, Investment Grade Fund, Target Maturity 2007 Fund and
Target Maturity 2010 Fund for all Other Expenses and Cash Management
Fund for Other Expenses in excess of 0.10% for a minimum period ending
December 31, 1997. Otherwise, other Expenses would have been 0.36% for
Cash Management Fund, 0.19% for Government Fund, 0.13% for Investment
Grade Fund, and 0.07% Target Maturity 2007 Fund and are estimated to be
0.23% for Target Maturity 2010 Fund.

(3) If certain fees and expenses were not waived or reimbursed, Total Fund
Operating Expenses would have been 1.11% for Cash Management Fund, 0.94%
for Government Fund, 0.88% for Investment Grade Fund, 0.82% for Target
Maturity 2007 Fund, 0.86% for Utilities Income Fund and are estimated to
be 0.91% for Target Maturity 2010 Fund. Each Fund, other than
International Securities Fund, has an expense offset arrangement that
may reduce the Fund's custodian fee based on the amount of cash
maintained by the Fund with its custodian. Any such fee reductions are
not reflected under Total Fund Operating Expenses.

For more complete descriptions of the various costs and expenses shown,
please refer to "Purchases, Charges and Expenses." In addition, Premium taxes
may be applicable (see "Other Charges").

EXAMPLE

If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:

1 YEAR 3 YEARS
------ -------

Blue Chip Fund............................... $123 $210
Cash Management Fund......................... 121 206
Discovery Fund............................... 123 210
Government Fund.............................. 120 203
Growth Fund.................................. 123 210
High Yield Fund.............................. 123 210
International Securities Fund................ 126 218
Investment Grade Fund........................ 120 203
Target Maturity 2007 Fund.................... 120 203
Target Maturity 2010 Fund.................... 120 203
Utilities Income Fund........................ 121 206

4
<PAGE>

EXAMPLE

If you do not surrender your contract, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets:

1 year 3 years
------ -------

Blue Chip Fund............................... 53 160
Cash Management Fund......................... 51 156
Discovery Fund............................... 53 160
Government Fund.............................. 50 153
Growth Fund.................................. 53 160
High Yield Fund.............................. 53 160
International Securities Fund................ 56 171
Investment Grade Fund........................ 50 153
Target Maturity 2007 Fund.................... 50 153
Target Maturity 2010 Fund.................... 50 153
Utilities Income Fund........................ 51 156

THE EXPENSES IN THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE GREATER OR LESS
THAN THOSE SHOWN.

GENERAL DESCRIPTION

Corporation ("FIC" or "Underwriter") and Administrative Data Management
Corp., the transfer agent for the Life Series Fund. Mr. Glenn O. Head, Chairman
of FICC, controls FICC and, therefore, controls the Adviser and First Investors
Life.

SEPARATE ACCOUNT D. First Investors Life Variable Annuity Fund D, also known
by its proprietary name, the "Tax Tamer II" ("Separate Account D"), was
established on April 8, 1997 under the provisions of the New York Insurance Law.
The assets of Separate Account D are segregated from the assets of First
Investors Life, and that portion of such assets having a value equal to, or
approximately equal to, the reserves and contract liabilities under the
Contracts are not chargeable with liabilities arising out of any other business
of First Investors Life. Separate Account D is registered with the Securities
and Exchange Commission ("Commission") as a unit investment trust under the
Investment Company Act of 1940, as amended ("1940 Act"), but such registration
does not involve any supervision by the Commission of the management or
investment practices or policies of Separate Account D.

The assets of each Subaccount of Separate Account D are invested at net asset
value in shares of the corresponding Fund of Life Series Fund. For example, the
Blue Chip Subaccount invests in the Blue Chip Fund, the Government Subaccount
invests in the Government Fund, and so on. The Life Series Fund's Prospectus
describes the risks attendant to an investment in each Fund of the Life Series
Fund.

5
<PAGE>

Income, gains and losses, whether or not realized, from assets allocated to
the Subaccounts of Separate Account D are, in accordance with the applicable
Contracts, credited to or charged against the Subaccounts of Separate Account D
without regard to other income, gains or losses of First Investors Life. The
obligations under the Contracts are obligations of First Investors Life.

Any and all distributions received from a Fund will be paid in shares of the
distributing Fund or if in cash, will be reinvested in shares of that Fund at
net asset value for the corresponding Subaccount. Accordingly, no cash
distributions will be made to Contractowners. Deductions and redemptions from
any Subaccount of Separate Account D may be effected by redeeming the number of
applicable Fund shares, at net asset value, necessary to satisfy the amount to
be deducted or redeemed. Shares of the Funds in the Subaccounts will be valued
at their net asset values.

Separate Account D is divided into the following Subaccounts, each of which
corresponds to the following Funds of the Life Series Fund:

SEPARATE ACCOUNT D SUBACCOUNT FUND
- ----------------------------- ----
Blue Chip Subaccount Blue Chip Fund
Cash Management Subaccount Cash Management Fund
Discovery Subaccount Discovery Fund
Government Subaccount Government Fund
Growth Subaccount Growth Fund
High Yield Subaccount High Yield Fund
International Securities Subaccount International Securities Fund
Investment Grade Subaccount Investment Grade Fund
Target Maturity 2007 Subaccount Target Maturity 2007 Fund
Target Maturity 2010 Subaccount Target Maturity 2010 Fund
Utilities Income Subaccount Utilities Income Fund

Each Contractowner designates the Subaccount in which his or her purchase
payment (less deductions) will be invested. That Subaccount in turn invests in
the corresponding Fund of the Life Series Fund as set forth above.

Subject to applicable law, First Investors Life reserves the right to make
certain changes if, in its judgment, they would best serve the interests of the
Contractowners and Annuitants or would be appropriate in carrying out the
purposes of the Contract. First Investors Life will obtain, when required, the
necessary Contractowner approval or regulatory approval for any changes and
provide, when required, the appropriate notification to Contractowners prior to
making such changes. Examples of the changes First Investors Life may make
include, but are not limited to:

. To operate Separate Account D in any form permitted under the
1940 Act or in any other form permitted by law.

. To add, delete, combine, or modify Subaccounts of Separate
Account D.

. To add, delete, or substitute for the Fund shares held in any
Subaccount, the shares of any investment company or series
thereof, or any investment permitted by law.

. To make any amendments to the Contracts necessary for the
Contracts to comply with the provisions of the Internal Revenue
Code or any other applicable federal or state law.

6
<PAGE>

YOUR CHOICE OF INVESTMENT OBJECTIVE. When you purchase a Contract you decide
to place your purchase payment and any additional purchase payments into at
least one but not more than five of the Subaccounts of Separate Account D,
provided the allocation to any one Subaccount is not less than 10% of the
purchase payment. Each Subaccount corresponds to a Fund of the Life Series Fund.
The investment objectives of each Fund of the Life Series Fund are set forth
below. There is no assurance that the investment objective of any Fund of the
Life Series Fund will be realized. Because each Fund of the Life Series Fund is
intended to serve a different investment objective, each is subject to varying
degrees of financial and market risks. In addition, total operating expenses
vary by Fund. Twelve (12) times during any Contract year, you may transfer part
or all of your cash value from the Subaccounts you are in to other Subaccounts
provided the cash value is not allocated to more than five of the Subaccounts,
and provided the allocation to any one Subaccount is not less than 10% of the
cash value of the Contract. The cash value of the Contract may increase or
decrease depending on the investment performance of the Subaccounts selected.
First Investors Life reserves the right to adjust allocations to eliminate
fractional percentages.

THE FUND. First Investors Life Series Fund is a diversified open-end
management investment company registered under the 1940 Act. Registration of
Life Series Fund with the Commission does not involve supervision by the
Commission of the management or investment practices or policies of the Life
Series Fund. The Life Series Fund consists of eleven separate Funds. The shares
of the Funds are not sold directly to the general public but are available only
through the purchase of an annuity contract or a variable life insurance policy
issued by First Investors Life. Life Series Fund reserves the right to offer
shares of its Funds to other separate acounts of First Investors Life or
directly to First Investors Life. The eleven Funds of Life Series Fund may be
referred to as: First Investors Life Blue Chip Fund, First Investors Life Cash
Management Fund, First Investors Life Discovery Fund, First Investors Life
Government Fund, First Investors Life Growth Fund, First Investors Life High
Yield Fund, First Investors Life International Securities Fund, First Investors
Life Investment Grade Fund, First Investors Life Target Maturity 2007 Fund,
First Investors Life Target Maturity 2010 Fund and First Investors Life
Utilities Income Fund.

The investment objectives of each Fund of the Life Series Fund are as
follows:

BLUE CHIP FUND. The investment objective of Blue Chip Fund is to seek high
total investment return consistent with the preservation of capital. This goal
will be sought by investing, under normal market conditions, primarily in equity
securities of "Blue Chip" companies that the Fund's investment adviser believes
have potential earnings growth that is greater than the average company included
in the Standard and Poor's 500 Composite Stock Price Index.

CASH MANAGEMENT FUND. The objective of Cash Management Fund is to seek to
earn a high rate of current income consistent with the preservation of capital
and maintenance of liquidity. The Cash Management Fund will invest in money
market obligations, including high quality securities issued or guaranteed by
the U.S. Government or its agencies and instrumentalities, bank obligations and
high grade corporate instruments. An investment in the Fund is neither insured
nor guaranteed by the U.S. Government. There can be no assurance that the Fund
will be able to maintain a stable net asset value of $1.00 per share.

DISCOVERY FUND. The investment objective of Discovery Fund is to seek
long-term capital appreciation, without regard to dividend or interest income,
through investment in the common stock of companies with small to medium market
capitalization that the Adviser considers to be undervalued or less well known
in the current marketplace and to have the potential for capital growth.

7
<PAGE>

GOVERNMENT FUND. The investment objective of Government Fund is to seek to
achieve a significant level of current income which is consistent with security
and liquidity of principal by investing, under normal market conditions,
primarily in obligations issued or guaranteed as to principal and interest by
the U.S. Government, its agencies or instrumentalities (including
mortgage-backed securities).

GROWTH FUND. The investment objective of Growth Fund is to seek long-term
capital appreciation. This goal will be sought by investing, under normal market
conditions, primarily in common stocks of companies and industries selected for
their growth potential.

HIGH YIELD FUND. The primary objective of High Yield Fund is to seek to earn
a high level of current income. The Fund actively seeks to achieve its secondary
objective of capital appreciation to the extent consistent with its primary
objective. The Fund seeks to attain its objectives primarily through investments
in lower-grade, high-yielding, high risk debt securities. Investments in high
yield, high risk securities, commonly referred to as "junk bonds," may entail
risks that are different or more pronounced than those involved in higher-rated
securities. See "High Yield Securities--Risk Factors" in the Fund's Prospectus.

INTERNATIONAL SECURITIES FUND. The primary objective of International
Securities Fund is to seek long-term capital growth. As a secondary objective,
the Fund seeks to earn a reasonable level of current income. These objectives
are sought, under normal market conditions, through investment in common stocks,
rights and warrants, preferred stocks, bonds and other debt obligations issued
by companies or governments of any nation, subject to certain restrictions with
respect to concentration and diversification.

INVESTMENT GRADE FUND. The investment objective of Investment Grade Fund is
to seek a maximum level of income consistent with investment in investment grade
debt securities. The Fund seeks to achieve its objective primarily by investing,
under normal market conditions, in debt securities of U.S. issuers that are
rated in one of the four highest rating categories by Moody's Investors Service,
Inc. or Standard & Poor's Ratings Group or, if unrated, are deemed to be of
comparable quality by the Fund's investment adviser.

TARGET MATURITY 2007 FUND. The investment objective of Target Maturity 2007
Fund is to seek a predictable compounded investment return for investors who
hold their Fund shares until the Fund's maturity, consistent with the
preservation of capital. The Fund will seek its objective by investing, under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government, its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities.

TARGET MATURITY 2010 FUND. The investment objective of Target Maturity 2010
Fund is to seek a predictable compounded investment return for investors who
hold their Fund shares until the Fund's maturity, consistent with the
preservation of capital. The Fund will seek its objective by investing, under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government, its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities.

UTILITIES INCOME FUND. The primary objective of Utilities Income Fund is to
seek high current income. Long-term capital appreciation is a secondary
objective. These objectives are sought, under normal market conditions, through
investment in equity and debt securities issued by companies primarily engaged
in the public utilities industry.

8
<PAGE>

No offer will be made of a Contract funded by the underlying Fund unless a
current Life Series Fund Prospectus has been delivered. Each Fund of the Life
Series Fund may be referred to as "Fund" or "Series" in the underlying
Contracts.

For more complete information about each of the Funds underlying Separate
Account D, including management fees and other expenses, see Life Series Fund's
Prospectus. The Prospectus details each Fund's investment goals, management
strategies, investment restrictions, portfolio turnover rate, the market and
financial risks of an investment in the Fund's shares, as well as the risk of
investing in a fund that sells its shares to other separate accounts, including
variable life insurance company separate accounts. Because the Life Series Fund
sells its shares to more than one separate account, the possibility arises that
violation of the federal tax laws by another separate account investing in Life
Series Fund could cause the Contracts funded through Separate Account D to lose
their tax-deferred status, unless remedial action were taken. It is important to
read the Prospectus carefully before your decide to invest. Additional copies of
Life Series Fund's Prospectus, which is attached hereto, may be obtained by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005 or by calling (212) 858-8200. There can be no assurance that any of
the objectives of the Funds will be achieved.

ADVISER. First Investors Management Company, Inc. (the "Adviser"), an
affiliate of First Investors Life, is the investment adviser of each Fund. The
Adviser supervises and manages the investments and operations of each Fund,
except for International Securities Fund and Growth Fund. The Adviser is a New
York corporation located at 95 Wall Street, New York, NY 10005.

SUBADVISER. Wellington Management Company ("WMC" or "Subadviser") has been
retained by the Adviser and the Life Series Fund, on behalf of International
Securities Fund and Growth Fund, as each of those Funds' investment subadviser.
The Adviser has delegated discretionary trading authority to WMC with respect to
all the assets of International Securities Fund and

Growth Fund, subject to the continuing oversight and supervision of the
Adviser and the Life Series Fund's Board of Trustees. As compensation for its
services, WMC is paid by the Adviser, and not by either Fund, a fee which is
computed daily and paid monthly.

WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts
limited liability partnership of which Robert W. Doran, Duncan M. McFarland and
John R. Ryan are Managing Partners. WMC is a professional investment counseling
firm which provides investment services to investment companies, employee
benefit plans, endowment funds, foundations and other institutions and
individuals. As of December 31, 1996, WMC held investment management authority
with respect to approximately $133 billion of assets. Of that amount, WMC acted
as investment adviser or subadviser to approximately 84 registered investment
companies or series of such companies, with net assets of approximately $90
billion as of December 31, 1996. WMC is not affiliated with the Adviser or any
of its affiliates.

UNDERWRITER. First Investors Life and Separate Account D have entered into an
Underwriting Agreement with their affiliate, FIC, 95 Wall Street, New York, New
York 10005. First Investors Life has reserved the right in the Underwriting
Agreement to sell the Contracts directly. The Contracts are sold by insurance
agents licensed to sell variable annuities, who are registered representatives
of the Underwriter or broker-dealers who have sales agreements with the
Underwriter.

VOTING RIGHTS. First Investors Life will vote the shares of any Fund held in
a corresponding Subaccount or directly, at any Fund shareholders meeting, in
accordance with its view of present law. It will vote Fund shares held in any
corresponding Subaccount as follows: shares attributable to Contractowners for
which it receives instructions, in accordance with the instructions; shares

9
<PAGE>

attributable to Contractowners for which it does not receive instructions, in
the same proportion that it votes shares held in the Subaccount for which it
receives instructions; and shares not attributable to Contractowners, in the
same proportion that it votes shares held in the Subaccount that are
attributable to Contractowners and for which it receives instructions. It will
vote Fund shares held directly in the same proportion that it votes shares held
in any corresponding subaccounts that are attributable to Contractowners and for
which it receives instructions, except that where there are no shares held in
any subaccount it will vote its own shares as it deems appropriate. All of the
shares of any Fund held by First Investors Life through a Subaccount or directly
will be presented at any Fund shareholders meeting for purposes of determining a
quorum.

Prior to the Annuity Commencement Date, the number of Fund shares held in a
corresponding Subaccount that is attributable to each Contractowner is
determined by dividing the Subaccount's Accumulated Value by the net asset value
of one Fund share. After the Annuity Commencement Date, the number of Fund
shares held in a corresponding Subaccount that is attributable to each
Contractowner is determined by dividing the reserve held in the Subaccount for
the variable annuity payment under the Contract by the net asset value of one
Fund share. As this reserve fluctuates, the number of votes fluctuates. The
number of votes that a Contractowner has the right to cast will be determined as
of the record date established by Life Series Fund.

Voting instructions will be solicited by written communication prior to the
date of the meeting at which votes are to be cast. Each Contractowner having a
voting interest in a Subaccount will be sent meeting and other materials
relating to the Fund.

First Investors Life reserves the right to proceed other than as described
above, including the right to vote shares of any Fund in its own right, to the
extent permitted by law.

PURCHASES, CHARGES AND EXPENSES

PURCHASE PAYMENTS. Purchase payments are used to purchase Accumulation Units
of one or more Subaccounts and not shares of the Fund or Funds in which the
Subaccount or Subaccounts invest.

The minimum initial purchase payment is $25,000 for a Deferred Variable
Annuity Contract. Additional payments under a Deferred Variable Annuity Contract
in the minimum amount of $200 may be made at any time after the issuance of the
Contract.

Initial purchase payments will be credited to a Contractowner's Account on
the Valuation Date they are received by First Investors Life, provided that
First Investors Life has received a duly completed application. Additional
payments will be credited to a Contractowner's Account on the Valuation Date
they are received by First Investors Life. In the event First Investors Life
receives an incomplete application, all required information shall be provided
not later than five business days following the receipt of such application or
the purchase payment will be returned to the applicant at the end of such
five-day period.

Purchase payments will be allocated to the appropriate Subaccount or
Subaccounts based upon the next computed value of an Accumulation Unit following
receipt by First Investors Life at its Executive Office or other designated
office. Accumulation Units are valued at the end of each Valuation Date (i.e.,
as of the close of regular trading on the NYSE, normally 4:00 P.M., Eastern
Time).

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CONTINGENT DEFERRED SALES CHARGE. Separate Account D Deferred Variable
Annuity Contracts are sold without an initial sales charge, but may be subject
to a contingent deferred sales charge ("CDSC") upon a full or partial surrender
of the Contract. The CDSC is a percentage of the value of the Accumulation Units
surrendered (not to exceed the aggregate amount of the purchase payments made
for such Units) and declines, in accordance with the Table below, from 7% to 0%
over a seven year period. Purchase payments will be deemed surrendered in the
order in which they were received (first-in, first-out) and all surrenders will
be first from purchase payments and then from other contract values.

CONTINGENT DEFERRED SALES CHARGE TABLE

- --------------------------------------------------------------------------------
Contingent Deferred Sales Charge
as a Percentage of Purchase Payments Length of Time from Purchase
Surrendered Payment in Years

7% Less than 1
6% 1-2
5% 2-3
4% 3-4
3% 4-5
2% 5-6
1% 6-7
0% More than 7
- --------------------------------------------------------------------------------

No CDSC will be assessed (i) in the event of the death of the Annuitant or
the Contractowner, as applicable, (ii) if the contract values are applied to an
annuity option provided for under this contract, (iii) for surrenders up to the
annual limit of the Withdrawal Privilege, or (iv) for surrenders used to pay
Premium taxes. For information concerning the Annuity Options and the Withdrawal
Privilege, see "Annuity Options" and "Surrender and Termination During the
Accumulation Period."

MORTALITY AND EXPENSE RISK CHARGES. Although the amount of each variable
annuity payment made to an Annuitant will vary in accordance with the investment
performance of the Subaccounts, the amount will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the general
population. First Investors Life assumes this "mortality risk" by virtue of
annuity rates incorporated in the Contracts which cannot be changed.

The mortality risk assumed by First Investors Life arises from its obligation
to continue to make fixed or variable annuity payments, determined in accordance
with the annuity tables and other provisions of the Contracts, to each Annuitant
regardless of how long that person lives and regardless of how long all payees
as a group live. This assures an Annuitant that neither the Annuitant's own
longevity nor an improvement in life expectancy generally will have any adverse
effect on the variable annuity payments the Annuitant will receive under the
Contract, and relieves the Annuitant of the risk that the Annuitant will outlive
the funds that the Annuitant has accumulated for retirement. First Investors
Life also assumes mortality risk as a result of its guarantee of a minimum
payment in the event the Annuitantor the Contractowner named in the original
application for the Contract dies prior to the Annuity Commencement Date.

In addition, First Investors Life assumes the risk that the charges for
administrative expenses may not be adequate to cover such expenses and assures
that it will not increase the amount charged for administrative expenses. In
consideration for its assumption of these mortality and expense

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<PAGE>

risks, First Investors Life deducts an amount equal on an annual basis to 1.25%
of the daily net asset value of the Subaccounts. Of such charge, approximately
0.85% is for assuming the mortality risk and 0.4% is for assuming the expense
risk.

First Investors Life guarantees that it will not increase the mortality and
expense risk charges during the term of any Contract. If the charges are
insufficient to cover the actual cost of the mortality and expense risks, the
loss will fall on First Investors Life; conversely, if the deductions prove more
than sufficient, the excess will be a profit to First Investors Life. Any
profits resulting to First Investors Life for over-estimates of the actual costs
of the mortality and expense risks can be used by First Investors Life for any
business purpose, including the payment of expenses of distributing the
Contracts, and will not remain in Separate Account D.

ADMINISTRATIVE CHARGE. First Investors Life deducts an amount equal on an
annual basis to .15% of the daily net asset value of the Subaccounts as an
administrative charge. This charge will not be increased during the term of any
Contract.

CONTRACT MAINTENANCE CHARGE. On the last business day of each Contract Year
or on the date of surrender of the Contract, if earlier, the Company deducts a
$30.00 Contract Maintenance Charge from the Accumulated Value, provided that in
no case will this charge exceed 2% of such value. It will be charged against the
Accumulated Value by proportionately reducing the number of Accumulation Units
held on that date with respect to each active Subaccount of Separate Account D.
This charge will not be increased during the term of any Contract.

OTHER CHARGES. Some states assess Premium taxes which presently range from 0%
to 2.35% at the time purchase payments are made; others assess Premium taxes at
the time of surrender or when annuity payments begin. First Investors Life
currently advances any Premium taxes due at the time purchase payments are made
and then deducts Premium taxes from the Accumulated Value of the Contract at the
time of surrender, upon death of the Annuitant or when annuity payments begin.
First Investors Life, however, reserves the right to deduct Premium taxes when
incurred. See Appendix I for Premium tax table.

EXPENSES. There are deductions from and expenses paid out of the assets of
the Funds that are described in the Prospectus for the Funds.

VARIABLE ANNUITY CONTRACTS

This Prospectus offers individual Deferred Variable Annuity Contracts under
which annuity payments will begin on a selected future date. First Investors
Life is offering the Contracts in states where it has the authority to issue the
Contracts. The individual Deferred Variable Annuity Contracts offered by this
Prospectus are designed to provide lifetime annuity payments to Annuitants in
accordance with the plan adopted by the Contractowner. The amount of annuity
payments will vary with the investment performance of the Subaccounts. The
Contracts obligate First Investors Life to make payments for the lifetime of the
Annuitant in accordance with the annuity rates contained in the Contract,
regardless of actual mortality experience (see "Annuity Period"). Upon the death
of the Annuitant under a Contract before the Annuity Commencement Date, First
Investors Life will pay a death benefit to the beneficiary designated by the
Annuitant. For a discussion of the amount and manner of payment of this benefit,
see "Death Benefit During the Accumulation Period."

All or a portion of the Accumulated Value may be surrendered during the
Accumulation Period. For a discussion on withdrawals during the Accumulation
Period, see "Surrender and Termination

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<PAGE>

(Redemption) During the Accumulation Period." For Federal income tax
consequences of a withdrawal, see "Federal Income Tax Status." The exercise of
contract rights herein described, including the right to make a withdrawal
during the Accumulation Period, will be subject to the terms and conditions of
any qualified trust or plan under which the Contracts are purchased. This
Prospectus contains no information concerning such trust or plan.

First Investors Life reserves the right to amend the Contracts to meet the
requirements of the 1940 Act or other applicable Federal or state laws or
regulations.

Contractowners with any inquiries concerning their account should write to
First Investors Life Insurance Company at its Executive Office, 95 Wall Street,
New York, New York 10005.

DEFERRED VARIABLE ANNUITIES--ACCUMULATION PERIOD

CREDITING ACCUMULATION UNITS. During the Accumulation Period, purchase
payments on Deferred Variable Annuity Contracts are credited to the
Contractowner's Account in the form of Accumulation Units. The number of
Accumulation Units credited to a Contractowner for the Subaccounts is determined
by dividing the net purchase payment by the value of an Accumulation Unit for
the Subaccount based upon the next computed value of an Accumulation Unit
following receipt of the purchase payment by First Investors Life at its
Executive Office or other designated office. The value of the Contractowner's
Individual Account varies with the value of the assets of the Subaccounts. The
investment performance of the Subaccounts, expenses and deduction of certain
charges affect the value of an Accumulation Unit. There is no assurance that the
value of a Contractowner's Individual Account will equal or exceed purchase
payments. The value of a

Contractowner's Individual Account for a Valuation Period can be determined
by multiplying the total number of Accumulation Units credited to the account
for the Subaccount by the value of an Accumulation Unit for the Subaccount for
the Valuation Period.

ANNUITY PERIOD

COMMENCEMENT DATE. Annuity payments will begin on the Annuity Commencement
Date selected by the Contractowner. Not later than 30 days prior to the Annuity
Commencement Date, the Contractowner may elect in writing to advance or defer
the Annuity Commencement Date. The Annuity Commencement Date may not be deferred
beyond the the Contract anniversary date following the Annuitant's 90th
birthday. If no other date is elected, annuity payments will commence on the
Contract anniversary date following the Annuitant's 90th birthday.

If the Net Accumulated Value on the Annuity Commencement Date is less than
$2,000, First Investors Life may pay such value in one sum in lieu of annuity
payments. If the Net Accumulated Value is not less than $2,000 but the variable
annuity payments provided for would be or become less than $20, First Investors
Life may change the frequency of annuity payments to such intervals as will
result in payments of at least $20.

ASSUMED INVESTMENT RATE. A 3.5% assumed investment rate is built into the
Annuity Tables in the Contract. This is based on First Investors Life's opinion
that it is the average result to be expected from a diversified portfolio of
common stocks during a relatively stable economy. A higher assumption would mean
a higher initial payment but more slowly rising and more rapidly falling
subsequent variable annuity payments. A lower assumption would have the opposite
effect. If the actual net investment rate of the respective Subaccount is at the
annual rate of 3.5%, the variable annuity payments will be level. A fixed
annuity is an annuity with annuity payments which remain fixed as to dollar
amount throughout the payment period and is based on an assumed interest rate of

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<PAGE>

3.5% per year built into the Annuity Tables in the Contract.

ANNUITY OPTIONS. The Contractowner may, at any time at least 30 days prior to
the Annuity Commencement Date upon written notice to First Investors Life at its
Executive Office or other designated office, elect to have payments made under
any one of the Annuity Options provided in the Contract. If no election is in
effect on the Annuity Commencement Date, annuity payments will be made on a
variable basis only under Annuity Option 3 below, Life Annuity with 120 Monthly
Payments Guaranteed, which is the Basic Annuity.

The material factors that determine the level of annuity benefits are (i) the
value of a Contractowner's Individual Account determined in the manner described
in this Prospectus before the Annuity Commencement Date, (ii) the Annuity Option
selected by the Contractowner, (iii) the sex and adjusted age of the Annuitant
and any Joint Annuitant at the Annuity Commencement Date and, (iv) in the case
of a variable annuity, the investment performance of the Subaccounts selected.

On the Annuity Commencement Date, First Investors Life shall apply the
Accumulated Value, reduced by any applicable Premium taxes not previously
deducted, to provide the Basic Annuity or, if an Annuity Option has been
elected, to provide one of the Annuity Options described below.

The Contracts provide for the six Annuity Options described below:

Option 1 - LIFE ANNUITY - An annuity payable monthly during the lifetime of
the Annuitant, ceasing with the last payment due prior to the death of the
Annuitant. If this Option is elected, annuity payments terminate automatically
and immediately on the death of the Annuitant without regard to the number or
total amount of payments received.

Option 2a - JOINT AND SURVIVOR LIFE ANNUITY - An annuity payable monthly
during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

Option 2b - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY - An annuity
payable monthly during the joint lifetime of the Annuitant and the Joint
Annuitant and continuing thereafter during the lifetime of the survivor at an
amount equal to two-thirds of the joint annuity payment, ceasing with the last
payment due prior to the death of the survivor.

Option 2c - JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY - An annuity payable
monthly during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor at an amount equal to
one-half of the joint annuity payment, ceasing with the last payment due prior
to the death of the survivor.

Under Annuity Options 2a, 2b and 2c, annuity payments terminate automatically
and immediately on the deaths of both the Annuitant and the Joint Annuitant
without regard to the number or total amount of payments received.

Option 3 - LIFE ANNUITY WITH 60, 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An
annuity payable monthly during the lifetime of the Annuitant with the guarantee
that if, at his or her death, payments have been made for less than 60, 120 or
240 monthly periods, as elected, any guaranteed annuity payments will be
continued during the remainder at the selected period to the Beneficiary.

Option 4 - UNIT REFUND LIFE ANNUITY - An annuity payable monthly during the
lifetime of the Annuitant, terminating with the last payment due prior to the
death of the Annuitant. An

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<PAGE>

additional annuity payment will be made to the Beneficiary equal to the Annuity
Unit Value of the Subaccount or Subaccounts as of the date that notice of death
in writing is received by First Investors Life at its Executive Office or other
designated office, multiplied by the excess, if any, of (a) over (b) where (a)
is the Net Accumulated Value allocated to each Subaccount and applied under the
option at the Annuity Commencement Date, divided by the corresponding Annuity
Unit Value as of the Annuity Commencement Date, and (b) is the product of the
number of Annuity Units applicable under the Subaccount represented by each
annuity payment and the number of annuity payments made. (For an illustration of
this calculation, see Appendix II, Example A, in the Statement of Additional
Information.)

ALLOCATION OF ANNUITY. The Contractowner may elect to have the Net
Accumulated Value applied at the Annuity Commencement Date to provide a Fixed
Annuity, a Variable Annuity, or any combination thereof. After the Annuity
Commencement Date, no transfers or redemptions are allowed. Such elections must
be made in writing to First Investors Life at its Executive Office or other
designated office, at least 30 days prior to the Annuity Commencement Date. In
the absence of an election, annuity payments will be made on a variable basis
only under Annuity Option 3 above, Life Annuity with 120 Monthly Payments
Guaranteed, which is the Basic Annuity.

DEATH BENEFIT DURING THE ACCUMULATION PERIOD

If the Annuitant dies prior to the Annuity Commencement Date, First Investors
Life will pay a Death Benefit to the Beneficiary designated by the Contractowner
upon receipt of a death certificate or similar proof of the death of the
Annuitant. The value of the Death Benefit will be determined as of the Valuation
Date on or next following the date on which due proof of death is received by
First Investors Life at its Executive Office or other designated office.

If payment of the Death Benefit under one of the Annuity Options was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death Benefit paid in a single sum or applied to provide an
annuity under one of the Annuity Options or as otherwise permitted by First
Investors Life. If a single sum settlement is requested, the amount of the Death
Benefit plus any interest at the current settlement option rate then in effect
will be paid within seven days of receipt of such election and due proof of
death. If an Annuity Option is desired, election may be made by the Beneficiary
during a ninety-day period commencing with the date of receipt of due proof of
death. If such an election is not made, a single sum settlement will be made to
the Beneficiary at the end of such ninety-day period. If any Annuity Option is
elected, the Annuity Commencement Date shall be the date specified in the
election but no later than ninety days after receipt by First Investors Life of
due proof of death.

The amount of the Death Benefit payable upon the death of the Annuitant will
be the greatest of (1) the Accumulated Value, (2) the Accumulated Value on the
preceding Specified Contract Anniversary, increased by any additional purchase
payments and decreased by any partial surrenders since that anniversary, or (3)
the sum of all purchase payments made under the Contract, decreased by any
partial surrenders. The Specified Contact Anniversary is every seventh contract
anniversary (i.e., 7th, 14th, 21st, etc.).

SURRENDER AND TERMINATION (REDEMPTION) DURING THE ACCUMULATION PERIOD

A Contractowner may elect, at any time before the earlier of the Annuity
Commencement Date or the death of the Annuitant, to surrender the Contract for
all or any part of the Contractowner's Individual Account. In the case of a
partial surrender, the amount remaining after the surrender must be at least
equal to First Investors Life's minimum amount rule then in effect (currently

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<PAGE>

$5,000). In the event of a termination of the Contract, First Investors Life
will, upon due surrender of the Contract at the Executive Office of First
Investors Life or other designated office, pay to the Contractowner the
Accumulated Value of the Contract less (1) any applicable CDSC, (2) the Contract
Maintenance Charge and (3) any applicable Premium Taxes not previously deducted.
For a more detailed discussion of these charges see "Purchases, Charges and
Expenses." However, on a non-cumulative basis, the Contractowner may make
partial surrenders during any Contract Year up to the annual Withdrawal
Privilege Amount of 10% of Purchase Payments and not incur CDSC on this amount.
Amounts surrendered pursuant to this Withdrawal Privilege will be deemed to be
from Accumulated Values other than Purchase Payments.

If only a portion of the amount of the Contractowner's Individual Account is
requested, the amount so requested shall be deducted from the Subaccount
resulting in a corresponding reduction in the number of Accumulation Units
credited to the Contractowner in the Subaccount. For any partial or full
surrender, the deduction will be based upon the next computed value of an
Accumulation Unit following receipt of a written request by First Investors Life
at its Executive Office or other designated office. First Investors Life may
defer any such payment for a period of not more than seven days. However, First
Investors Life may postpone such payment during any period when (a) trading on
the NYSE is restricted as determined by the Commission or the NYSE is closed for
other than weekends and holidays, (b) the Commission has by order permitted such
suspension or (c) an emergency, as defined by the rules of the Commission,
exists during which time the sale of portfolio securities or calculation of
securities isnot reasonably practicable. For information as to Federal tax
consequences resulting from surrenders, see "Federal Income Tax Status." For
information as to State premium tax consequences, see "Other Charges" and
"Appendix I."

MATURITY DATE EXCHANGE PRIVILEGE. If this Contract is liquidated during the
one-year period preceding its maturity date ("Annuity Commencement Date"), the
proceeds can be used to purchase Class A shares of First Investors mutual funds
without incurring a sales charge.

DEATH OF CONTRACTOWNER

If the Contractowner dies before the entire interest in the Contract has been
distributed, the value of the Contract must be distributed to the Beneficiary as
provided below so that the Contract qualifies as an annuity under Section 72(s)
of the Internal Revenue Code of 1986, as amended (the "Code"). If the
Contractowner who dies is the one named in the original application for the
Contract, the entire interest of that Contractowner in the Contract will be the
same as if the Contractowner had been the Annuitant; if the Contractowner who
dies is not the one named in the original application for the Contract, the
entire interest of that Contractowner shall be the Accumulated Value of the
Contract.

If the death of the Contractowner occurs on or after the Annuity Commencement
Date, the entire interest in the Contract will be distributed at least as
rapidly as under the Annuity Option in effect on the date of death.

If the death of the Contractowner occurs prior to the Annuity Commencement
Date, the entire interest in the Contract will be (1) distributed to the
Beneficiary within five years, or (2) distributed under an Annuity Option
beginning within one year which provides that annuity payments will be made over
a period not longer than the life or life expectancy of the Beneficiary. If the
Contract is payable to (or for the benefit of) the Contractowner's surviving
spouse, no distributions will be required and the Contract may be continued with
the surviving spouse as the new Contractowner. If the Contractowner is also the
Annuitant, such spouse shall have the right to become the Annuitant under the
Contract. Likewise, if the Annuitant dies and the Contractowner is not a natural
person,

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<PAGE>

the Annuitant's surviving spouse shall have the right to become the
Contractowner and the Annuitant.

TEN-DAY REVOCATION RIGHT

A Contractowner may, within ten days from the date the Contract is delivered
to the Contractowner, elect to cancel the Contract. First Investors Life will,
upon surrender of the Contract, together with a written request for
cancellation, at the Executive Office of First Investors Life or other
designated office, pay to the Contractowner an amount equal to the Accumulated
Value of the Contract on the date of surrender. The amount refunded to
Contractowners may be more or less than their initial purchase payment depending
on the investment results of the designated Subaccount(s). In those states where
a full refund of premiums is required if the Contractowner elects to exercise to
cancel the Contract under the ten-day revocation right, such Contractowner shall
be entitled to a full refund of premiums paid upon such cancellation.

FEDERAL INCOME TAX STATUS

The Contracts are designed for use by individuals who desire to accumulate
capital on a tax-deferred basis for retirement or other long-term purposes. The
Contracts may be purchased on a nonqualified basis or through the following
retirement plans qualified for special tax treatment under the Code (1)
individual retirement accounts and (2) qualified corporate employee pension and
profit-sharing plans.

In general, a Contract acquired by a person who is not an individual will be
treated as one which is not an annuity to the extent of contributions made after
February 28, 1986, and any income credited to a Contractowner's Individual
Account will accordingly be includable in the Contractowner's gross income on a
current basis in accordance with that person's method of accounting. The
preceding sentence will not apply to any annuity contract that is (i) acquired
by a decedent's estate by reason of the decedent's death, (ii) held under a
qualified pension, profit-sharing or stock bonus plan described under Section
401(a) of the Code or an employee annuity program described under Section 403(a)
of the Code (or that is purchased by an employer upon the termination of such
plan or program and that is held by the employer until all amounts under a
Contract are distributed to the employee for whom the Contract was purchased or
the employee's beneficiary), (iii) held under an individual retirement plan or
an employee annuity program described under Section 403(b) of the Code, or (iv)
an immediate annuity (as defined in Section 72(u)(4) of the Code).

The ultimate effect of Federal income taxes on Accumulated Values, on annuity
payments and on the economic benefit to the Contractowner, Annuitant or
Beneficiary depends on the tax status of both First Investors Life and the
individual concerned. The discussion contained herein is general in nature and
is not intended as tax advice. No attempt is made to consider any applicable
state or other tax laws. Moreover, the discussion herein is based upon First
Investors Life's understanding of Federal income tax laws as they are currently
interpreted. No representation is made regarding the likelihood of continuation
of current Federal income tax laws or the current interpretations of the
Internal Revenue Service. Prospective Contractowners should consult their tax
advisors as to the tax consequences of purchasing Contracts.

First Investors Life is taxed as a life insurance company under the Code.
Since Separate Account D is not a separate entity from First Investors Life and
its operation forms part of First Investors Life, it will not be taxed
separately as a "regulated investment company" under Subchapter M of the Code.
Under existing Federal income tax law, investment income of the Subaccounts of
Separate Account D, to the extent that it is applied (after taking into account
the mortality risk and expense

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<PAGE>

risk charges) to increase reserves under the Contract, is not taxed and may be
compounded through reinvestment without additional tax to First Investors Life
to the extent income is so applied. Thus, the Funds may realize net investment
income and pay dividends and the Subaccounts of Separate Account D may receive
and reinvest them on behalf of Contractowners, all without Federal income tax
consequences for Separate Account D or the Contractowner.

Under current interpretations of the Code, the Contractowner is not subject
to income tax on increases in the value of the Contractowner's Individual
Account until payments are received by the Contractowner under the Contract.
Annuity payments received after the Annuity Commencement Date will be taxed to
the Contractowner as ordinary income in accordance with Section 72 of the Code.
However, that portion of each payment which represents the Contractowner's
investment in the Contract, which is ordinarily the amount of purchase payments
made under the Contract with certain adjustments, will be excluded from gross
income. The investment in the Contract is divided by the Contractowner's life
expectancy or other period for which annuity payments are expected to be made,
in the case of variable annuity payments, and by the expected return, in the
case of fixed annuity payments, to determine the annual exclusion. Annuity
payments received each year in excess of this annual exclusion are taxable as
ordinary income as provided in Section 72 of the Code.

In order that the Contracts be treated as annuities for Federal income tax
purposes, other than Contracts issued in connection with retirement plans that
are qualified under the Code, Separate Account D must satisfy certain
diversification requirements that are generally applicable to variable annuity
contract segregated asset accounts under Subchapter L of the Code. Ownership by
the Subaccounts of shares of the Funds will not fail the diversification
requirements provided that each Fund is taxed as a regulated investment company
under Subchapter M of the Code, and that each Fund meets such diversification
requirements, and all shares of the Funds are owned only by the Subaccounts (and
similar accounts of First Investors Life or other insurance companies), and
access to the Funds is available exclusively through the purchase of Contracts
(and additional variable annuity or life insurance products of First Investors
Life or other insurance companies). Fund shares also may be held by the Adviser
provided such shares are being held in connection with the creation or
management of such Fund. The Adviser does not intend to sell any Fund shares it
owns to the general public. It is expected that the Adviser will cause the
assets of the Funds to be invested in a manner that complies with the asset
diversification requirements.

The tax law does not currently provide guidance as to circumstances in which
a Contractowner may be said to have "control" over Separate Account D assets and
thus be subject to current taxation on income credited to the Contractowner's
Contract. The Treasury Department has said that it may provide such guidance by
a ruling or regulation. It is not clear what this additional guidance would
provide, nor whether it would be applied on a retroactive basis. First Investors
Life reserves the right to amend the Contracts in any appropriate way and take
other action necessary to avoid such current taxation.

With respect to withdrawals before the start of annuity payments, the Code
currently provides that: (i) withdrawals from an annuity contract are taxable as
ordinary income in the year of receipt to the extent that the Contract's
Accumulated Value exceeds the investment in the Contract, (ii) a loan under, or
an assignment or pledge of an annuity contract is treated as a distribution, and
(iii) a 10 percent penalty will be assessed, subject to certain exceptions, on
the taxable portion of withdrawals made prior to the taxpayer's attainment of
age 59 1/2.

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<PAGE>

In determining the amount of any distribution that is includable in gross
income, all annuity contracts issued by the same company to the same
Contractowner during any calendar year will be treated as one annuity contract.
Contractowners should consult their tax advisors before purchasing more than one
Contract during any calendar year.

Under the Code, income tax must generally be withheld from all "designated
distributions." A designated distribution includes the taxable portion of any
distribution or payment from an annuity. A partial surrender of an annuity
contract is considered a distribution subject to withholding.

The amount of withholding depends on the type of payment: "periodic" or
"non-periodic." For a periodic payment (e.g., an annuity payment), unless the
recipient files an appropriate withholding certificate, the tax withheld from
the taxable portion of the payment is based on a payroll withholding schedule
which assumes a married recipient claiming three withholding exemptions. For a
non-periodic payment distribution (e.g., a partial surrender of an annuity
contract), the tax withheld will generally be 10 percent of the taxable portion
of the payment.

A recipient may elect not to have the withholding rules apply. For periodic
payments, an election is effective for the calendar year for which it is made
and for each necessary year until amended or modified. For non-periodic
distributions, an election is effective only for the distribution for which it
is made. Payors must notify recipients of their right to elect to have taxes
withheld.

Insurers are required to report all designated distribution payments to the
Internal Revenue Service.

With respect to the Contracts issued in connection with retirement or
deferred compensation plans which do not meet the requirements applicable to tax
qualified plans, the tax status of the Annuitant is determined by the provisions
of the plan. In general, the Annuitant is not taxed until the Annuitant receives
annuity payments. The rules for taxation of payments under non-qualified plans
are, in general, similar to those for taxation of payments under a qualified
plan; however, the special income averaging treatment available for certain lump
sum payments under qualified plans is not available for similar payments under
non-qualified plans.

The Contracts may be purchased in connection with the following types of
tax-favored retirement plans: (1) individual retirement annuities and (2)
pension and profit-sharing plans of corporations qualified under Section 401(a)
or employee annuity programs described in Section 403(a) of the Code. The tax
rules applicable to these plans, including restrictions on contributions and
benefits, taxation of distribution and any tax penalties, vary according to the
type of plan and its terms and conditions. Participants under such plans, as
well as Contractowners, Annuitants and Beneficiaries, should be aware that the
rights of any person to any benefits under such plans may be subject to the
terms and conditions of the plans themselves, regardless of the terms and
conditions of the Contracts. Purchasers of Contracts for use with any qualified
plan, as well as plan participants and Beneficiaries, should consult counsel and
other competent advisors as to the suitability of the Contracts to their special
needs, and as to applicable Code limitations and tax consequences.

It should be noted that the laws and regulations with respect to the
foregoing tax matters are subject to change at any time by Congress and the
Treasury Department, respectively, and that the interpretations of such laws and
regulations now in effect are subject to change by judicial decision or by the
Treasury Department.

19
<PAGE>

PERFORMANCE INFORMATION

For further information on performance calculations, see "Performance
Information" in the Statement of Additional Information.

20
<PAGE>

TABLE OF CONTENTS
OF THE STATEMENT OF ADDITIONAL
INFORMATION

Item Page
---- ----
General Description............................................ 2
Services....................................................... 2
Annuity Payments............................................... 4
Other Information.............................................. 5
Performance Information........................................ 5
Relevance of Financial Statements.............................. 7
Appendices..................................................... 8
Financial Statements........................................... 13

APPENDIX I

STATE AND LOCAL TAXES*

Alabama.................... 1.00% Mississippi................... 2.00%
Alaska..................... -- Nebraska...................... --
Arizona.................... -- New Jersey.................... --
Arkansas................... -- New Mexico.................... --
California................. 2.35 New York...................... --
Colorado................... -- North Carolina ............... --
Connecticut................ -- Ohio.......................... --
Delaware................... -- Oklahoma...................... --
District of Columbia....... 2.25 Oregon........................ --
Florida.................... -- Pennsylvania.................. --
Georgia.................... -- Rhode Island.................. --
Illinois................... -- South Carolina................ --
Indiana.................... -- Tennessee..................... --
Iowa....................... -- Texas......................... --
Kentucky................... 2.00 Utah.......................... --
Louisiana.................. -- Virginia...................... --
Maryland................... -- Washington.................... --
Massachusetts.............. -- West Virginia................. 1.00
Michigan................... -- Wisconsin..................... --
Minnesota.................. -- Wyoming....................... 1.00

- ----------

Note: The foregoing rates are subject to amendment by legislation and the
applicability of the stated rates may be subject to administrative
interpretation.

* Includes local annuity Premium taxation.

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

INDIVIDUAL VARIABLE ANNUITY CONTRACTS

OFFERED BY

FIRST INVESTORS LIFE INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION DATED_____, 1997

This Statement of Additional Information is not a Prospectus and should
be read in conjunction with the Prospectus for First Investors Life Variable
Annuity Fund D, dated_____, 1997, which may be obtained at no cost by writing to
First Investors Life Insurance Company, 95 Wall Street, New York, New York
10005, or by telephoning (212) 858-8200.

TABLE OF CONTENTS

Page

General Description....................................... 2
Services.................................................. 2
Annuity Payments.......................................... 4
Other Information......................................... 5
Performance Information................................... 5
Relevance of Financial Statements......................... 7
Appendices................................................ 8
Financial Statements...................................... 13

1
<PAGE>

GENERAL DESCRIPTION

FIRST INVESTORS LIFE INSURANCE COMPANY. First Investors Life Insurance
Company, 95 Wall Street, New York, New York 10005 ("First Investors Life"), a
stock life insurance company incorporated under the laws of the State of New
York in 1962, writes life insurance, annuities and accident and health
insurance. First Investors Consolidated Corporation ("FICC"), a holding company,
owns all of the voting common stock of First Investors Management Company, Inc.
("FIMCO" or "Adviser") and all of the outstanding stock of First Investors Life,
First Investors Corporation ("FIC" or "Underwriter") and Administrative Data
Management Corp., the transfer agent for First Investors Life Series Fund ("Life
Series Fund"). Mr. Glenn O. Head, Chairman of FICC, controls FICC and,
therefore, controls the Adviser and First Investors Life.

SEPARATE ACCOUNT D. First Investors Life Variable Annuity Fund D
("Separate Account D") was established on April 8, 1997 under the provisions of
the New York Insurance Law. The assets of Separate Account D are segregated from
the assets of First Investors Life, and that portion of such assets having a
value equal to, or approximately equal to, the reserves and contract liabilities
under the Contracts are not chargeable with liabilities arising out of any other
business of First Investors Life. Separate Account D is registered with the
Securities and Exchange Commission ("Commission") as a unit investment trust
under the Investment Company Act of 1940, as amended (the "1940 Act"), but such
registration does not involve any supervision by the Commission of the
management or investment practices or policies of Separate Account D.

The assets of Separate Account D are invested at net asset value in
shares of the corresponding series (each a "Fund" and collectively "Funds") of
Life Series Fund. For example, the Blue Chip Subaccount invests in the Blue Chip
Fund, the Government Subaccount invests in the Government Fund, and so on. The
Life Series Fund's Prospectus describes the risks attendant to an investment in
each Fund of Life Series Fund. The eleven Funds of Life Series Fund may be
referred to as: First Investors Life Blue Chip Fund, First Investors Life Cash
Management Fund, First Investors Life Discovery Fund, First Investors Life
Government Fund, First Investors Life Growth Fund, First Investors Life High
Yield Fund, First Investors Life International Securities Fund, First Investors
Life Investment Grade Fund, First Investors Life Target Maturity 2007 Fund,
First Investors Life Target Maturity 2010 Fund and First Investors Life
Utilities Income Fund.

SERVICES

CUSTODIAN. First Investors Life, subject to applicable laws and
regulations, is the custodian of the securities of the Subaccounts of Separate
Account D. The assets of the Subaccounts of Separate Account D are held by
United States Trust Company of New York, 114 W. 47th Street, New York, New York
10036 under a safekeeping arrangement. Under the terms of a Safekeeping
Agreement dated December 13, 1979 between First Investors Life and United States
Trust Company of New York, securities and similar investments of the Subaccounts
of Separate Account D shall be deposited in the safekeeping of United States
Trust Company of New York. First Investors Life is responsible for the payment
of all expenses of, and compensation to, United States Trust Company of New York
in such amounts as may be agreed upon from time to time.

INDEPENDENT PUBLIC ACCOUNTANTS. Tait, Weller & Baker, Two Penn Center
Plaza, Philadelphia, PA 19102, independent certified public accountants, has
been selected as the independent accountants for Separate Account D. First
Investors Life pays Tait, Weller & Baker a fee for serving as the independent
accountants for Separate Account D which is set by the Audit Committee of the
Board of Directors of First Investors Life.

ADVISER. Investment advisory services to each Fund are provided by
First Investors Management Company, Inc., 95 Wall Street, New York, NY 10005
pursuant to an Investment Advisory Agreement dated June 13, 1994 (the "Advisory
Agreement"). The Advisory Agreement was approved, with respect to each Fund, by
Life Series Fund's Board of Trustees, including a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" (as defined in
the 1940 Act) of

2
<PAGE>

any such party, in person at a meeting called for such purpose and by the
shareholders of each Fund.

Pursuant to the Advisory Agreement, FIMCO shall supervise and manage
each Fund's investments, determine each Fund's, other than Growth Fund and
International Securities Fund, portfolio transactions and supervise all aspects
of each Fund's operations, subject to review by Life Series Fund's Trustees. The
Advisory Agreement also provides that FIMCO shall provide Life Series Fund and
each Fund with certain executive, administrative and clerical personnel, office
facilities and supplies, conduct the business and details of the operation of
each Fund and assume certain expenses thereof, other than obligations or
liabilities of a Fund, such as shareholder servicing fees and expenses;
custodian fees and expenses; legal and auditing fees; expenses of communicating
to existing shareholders, including preparing, printing and mailing prospectuses
and shareholder reports to such shareholders; and proxy and shareholder meeting
expenses.

Under the Advisory Agreement, each Fund pays the Adviser an annual fee,
paid monthly, according to the following schedule:
Annual
Average Daily Net Assets Rate
- ------------------------ ------
Up to $250 million................................................ 0.75%
In excess of $250 million up to $500 million...................... 0.72
In excess of $500 million up to $750 million...................... 0.69
Over $750 million................................................. 0.66

This fee is calculated separately for each Fund.

For the fiscal years ended December 31, 1994, 1995 and 1996, the Life
Series Fund paid the Adviser $1,221,680, $1,679,095, and $2,613,738,
respectively, in advisory fees.

SUBADVISER. Investment subadvisory services are provided to Growth Fund
and International Securities Fund by Wellington Management Company ("WMC" or
"Subadviser") pursuant to a Subadvisory Agreement dated June 13, 1994 (the
"Subadvisory Agreement"). The Subadvisory Agreement was approved, with respect
to each Fund, by Life Series Fund's Board of Trustees, including a majority of
the Trustees who are not parties to the Subadvisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party, in person at a meeting
called for such purpose and by the shareholders of Growth Fund and International
Securities Fund. The Subadvisory Agreement provides that WMC shall manage the
investment operations of each Fund subject to the oversight and supervision of
the Adviser and the Board of Trustees.

Under the Subadvisory Agreement, the Adviser will pay to the Subadviser a
fee at an annual rate of 0.400% of the average daily net assets of each Fund
allocated to WMC up to and including $50 million; 0.275% of such average daily
net assets in excess of $50 million up to and including $150 million; 0.225% of
such average daily net assets in excess of $150 million up to and including $500
million; and 0.200% of such average daily net assets in excess of $500 million.
This fee is calculated separately for each Fund.

UNDERWRITER. First Investors Life and Separate Account D have entered into
an Underwriting Agreement with First Investors Corporation. FIC, an affiliate of
First Investors Life, and of the Adviser has its principal business address at
95 Wall Street, New York, New York 10005.

The Contracts are sold by insurance agents licensed to sell variable
annuities, who are registered representatives of the Underwriter or
broker-dealers who have sales agreements with the Underwriter.

3
<PAGE>

ANNUITY PAYMENTS

VALUE OF AN ACCUMULATION UNIT. For each Subaccount of Separate Account
D, the value of an Accumulation Unit was arbitrarily initially set at $10.00.
The value of an Accumulation Unit for any subsequent Valuation Period is
determined by multiplying the value of an Accumulation Unit for the immediately
preceding Valuation Period by the Net Investment Factor for the Valuation Period
for which the Accumulation Unit Value is being calculated (see Appendix I,
Example B). The investment performance of each Fund, expenses and deductions of
certain charges affect the Accumulation Unit Value. The value of an Accumulation
Unit for the Subaccounts may increase or decrease from Valuation Period to
Valuation Period.

NET INVESTMENT FACTOR. The Net Investment Factor for each Subaccount
for any Valuation Period is determined by dividing (a) by (b) and subtracting
(c) from the result, where:

(a) is the net result of:

(1) the net asset value per share of the applicable Fund
determined at the end of the current Valuation Period, plus

(2) the per share amount of any dividend or capital gains
distributions made by the applicable Fund if the "ex-dividend"
date occurs during the current Valuation Period.

(b) is the net asset value per share of the applicable Fund determined as
of the end of the immediately preceding Valuation Period.

(c) is a factor representing the charges deducted for mortality and expense
risks. Such factor is equal on an annual basis to 1.4% of the daily net
asset value of the applicable Subaccount. This percentage represents
approximately 0.85% charge for the mortality risk assumed and 0.4%
charge for the expense risk assumed, and a 0.15% charge for
administration.

The Net Investment Factor may be greater or less than one, and
therefore, the value of an Accumulation Unit for any Subaccount may increase or
decrease. (For an illustration of this calculation, see Appendix I, Example A.)

VALUE OF AN ANNUITY UNIT. For each Subaccount of Separate Account D,
the value of an Annuity Unit was arbitrarily initially set at $10.00. The value
of an Annuity Unit for any subsequent Valuation Period is determined by
multiplying the Annuity Unit Value for the immediately preceding Valuation
Period by the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated, and multiplying the result by an
interest factor to offset the effect of an investment earnings rate of 3.5% per
annum, which is assumed in the Annuity Tables contained in the Contract. (For an
illustration of this calculation, see Appendix III, Example A.)

AMOUNT OF ANNUITY PAYMENTS. When annuity payments are to commence, the
Accumulated Value to be applied to a variable annuity option will be determined
by multiplying the value of an Accumulation Unit for the Valuation Date on or
immediately preceding the seventh day before the Annuity Commencement Date by
the number of Accumulation Units owned. This seven day period is used to permit
calculation of amounts of annuity payments and mailing of checks in advance of
the due date. At that time any applicable Premium taxes not previously deducted
will be deducted from the Accumulated Value to determine the Net Accumulated
Value. The resultant value is then applied to the Annuity Tables set forth in
the Contract to determine the amount of the first monthly annuity payment. The
Contract contains Annuity Tables setting forth the amount of the first monthly
installment for each $1,000 of Accumulated Value applied. These Annuity Tables
vary according to the Annuity Option selected by the Contractowner and according
to the sex and adjusted age of the Annuitant and any Joint Annuitant at the
Annuity Commencement Date. The Contract contains a formula for determining the
adjusted age, and the Annuity Tables are determined from the Progressive Annuity
Table with interest at 3.5% per year and assumes births prior to 1900, adjusted
by a setback of

4
<PAGE>

four years of age for persons born 1900 and later and an additional setback of
one year of age for each completed 5 years by which the year of birth is later
than 1900. Annuity Tables used by other insurers may provide greater or less
benefits to the Annuitant.

The dollar amount of the first monthly Variable Payment, based on the
Subaccount determined as above, is divided by the value of an Annuity Unit for
the Subaccount for the Valuation Date on or immediately preceding the seventh
day before the Annuity Commencement Date to establish the number of Annuity
Units representing each monthly payment under the Subaccount. This seven day
period is used to permit calculation of amounts of annuity payments and mailing
of checks in advance of the due date. This number of Annuity Units remains fixed
for all variable annuity payments. The dollar amount of the second and
subsequent variable annuity payments is determined by multiplying the fixed
number of Annuity Units for the Subaccount by the applicable value of an Annuity
Value for the Valuation Date on or immediately preceding the seventh day before
the due date of the payment. The value of an Annuity Unit will vary with the
investment performance of the corresponding Fund, and, therefore, the dollar
amount of the second and subsequent variable annuity payments may change from
month to month. (For an illustration of the calculation of the first and
subsequent Variable Payments, see Appendix III, Examples B, C and D.)

A fixed annuity is an annuity with annuity payments which remain fixed
as to dollar amount throughout the payment period and is based on an assumed
interest rate of 3.5% per year built into the Annuity Tables in the Contract.

OTHER INFORMATION

TIME OF PAYMENTS. All payments due under the Contracts will ordinarily
be made within seven days of the payment due date or within seven days after the
date of receipt of a request for partial surrender or termination. However,
First Investors Life reserves the right to suspend or postpone the date of any
payment due under the Contracts (1) for any period during which the New York
Stock Exchange ("NYSE") is closed (other than customary weekend and holiday
closings) or during which trading on the NYSE, as determined by the Commission,
is restricted; (2) for any period during which an emergency, as determined by
the Commission, exists as a result of which disposal of securities held by the
Fund are not reasonably practical or it is not reasonably practical to determine
the value of the Fund's net assets; or (3) for such other periods as the
Commission may by order permit for the protection of security holders or as may
be permitted under the 1940 Act.

REPORTS TO CONTRACTOWNERS. First Investors Life will mail to each
Contractowner, at the last known address of record at the Home Office of First
Investors Life, at least annually, a report containing such information as may
be required by any applicable law or regulation and a statement of the
Accumulation Units credited to the Contract for each Subaccount and the
Accumulation Unit Values. In addition, latest available reports of Life Series
Fund will be mailed to each Contractowner.

ASSIGNMENT. Any amounts payable under the Contracts may not be
commuted, alienated, assigned or otherwise encumbered before they are due. To
the extent permitted by law, no such payments shall be subject in any way to any
legal process to subject them to payment of any claims against any Annuitant,
Joint Annuitant or Beneficiary. The Contracts may be assigned.

5
<PAGE>

PERFORMANCE INFORMATION

Separate Account D may advertise the performance of the Subaccounts in
various ways.

The yield for a Subaccount (other than Cash Management Subaccount) is
presented for a specified thirty-day period (the "base period"). Yield is based
on the amount determined by (i) calculating the aggregate amount of net
investment income earned by the Fund during the base period less expenses
accrued for that period (net of reimbursement), and (ii) dividing that amount by
the product of (A) the average daily number of Accumulation Units of the
Subaccount outstanding during the base period and (B) the maximum public
offering price per Accumulation Unit on the last day of the base period. The
result is annualized by compounding on a semi-annual basis to determine the
Subaccount's yield. For this calculation, interest earned on debt obligations
held by the underlying Fund is generally calculated using the yield to maturity
(or first expected call date) of such obligations based on their market values
(or, in the case of receivables-backed securities such as GNMA's, based on
cost). Dividends on equity securities are accrued daily at their estimated
stated dividend rates.

A Subaccount's "average annual total return" ("T") is an average annual
compounded rate of return. The calculation produces an average annual total
return for the number of years measured. It is the rate of return based on
factors which include a hypothetical initial investment of $1,000 ("P" in the
formula below) over a number of years ("n") with an Ending Redeemable Value
("ERV") of that investment, according to the following formula:

T=[(ERV/P)1/n]-1

The "total return" uses the same factors, but does not average the rate
of return on an annual basis. Total return is determined as follows:

[ERV-P]/P = TOTAL RETURN

In providing such performance data, each Subaccount will assume the
payment of the applicable CDSC imposed on a surrender of purchase payments for
the applicable period and the payment of applicable Mortality and Expense Risk
Fee and administrative charges of 1.4% ("P"). Each Subaccount will assume that
during the period covered all dividends and capital gain distributions are paid
at net asset value per Accumulation Unit, and that the investment is redeemed at
the end of the period.

Return information may be useful to investors in reviewing a
Subaccount's performance. However, the total return and average annual total
return will fluctuate over time and the return figures for any given past period
is not an indication or representation by Separate Account D of future rates of
return of any Subaccount.

At times, the Adviser may reduce its compensation or assume expenses of
a Fund in order to reduce such Fund's expenses. Any such waiver or reimbursement
would increase the corresponding Subacount's total return, average annual total
return and yield during the period of the waiver or reimbursement.

Each Subaccount may include in advertisements and sales literature,
examples, information and statistics that illustrate the effect of taxable
versus tax-deferred compounding income at a fixed rate of return to demonstrate
the growth of an investment over a stated period of time resulting from the
payment of dividends and capital gains distributions in additional Accumulation
Units. The examples may include hypothetical returns comparing taxable versus
tax-deferred growth which would pertain to an IRA, Section 403(b)(7) Custodial
Account or other qualified retirement program. The examples used will be for
illustrative purposes only and are not representations by any Subaccount of past
or future yield or return of any of the Subaccounts.

6
<PAGE>

From time to time, in reports and promotional literature, Separate
Account D may compare the performance of its Subaccounts to, or cite the
historical performance of, other variable annuities. The performance rankings
and ratings of variable annuities reported in L-VIPPAS, a monthly publication
for insurance companies and money managers published by Lipper Analytical
Services, Inc. and in Morningstar Variable Annuity Performance Report, also a
monthly publication published by Morningstar, Inc., may be used. Additionally,
performance rankings and ratings reported periodically in national financial
publications such as MONEY, FORBES, BUSINESS WEEK, BARRON'S, FINANCIAL TIMES,
CHANGING TIMES, FORTUNE, NATIONAL UNDERWRITER, etc., may also be used.
Quotations from articles appearing in daily newspaper publications such as THE
NEW YORK TIMES, THE WALL STREET JOURNAL and THE NEW YORK DAILY NEWS may be
cited.

DETERMINATION OF CURRENT AND EFFECTIVE YIELD. Separate Account D
provides current yield quotations for the Cash Management Subaccount based on
the underlying Fund's daily dividends. The underlying Fund declares dividends
from net investment income daily and pays them monthly.

For purposes of current yield quotations, dividends per Accumulation
Unit for a seven-day period are annualized (using a 365-day year basis) and
divided by the average value of an Accumulation Unit for the seven-day period.

The current yield quoted will be for a recent seven day period. Current
yields will fluctuate from time to time and are not necessarily representative
of future results. The investor should remember that yield is a function of the
type and quality of the instruments in the portfolio, portfolio maturity and
operating expenses. Current yield information is useful in reviewing the Cash
Management Subaccount's performance but, because current yield will fluctuate,
such information may not provide a basis for comparison with bank deposits or
other investments which may pay a fixed yield for a stated period of time, or
other investment companies, which may use a different method of calculating
yield.

In addition to providing current yield quotations, Separate Account D
provides effective yield quotations for the Cash Management Subaccount for a
base period return of seven days. An effective yield quotation is determined by
a formula which requires the compounding of the unannualized base period return.
Compounding is computed by adding 1 to the unannualized base period return,
raising the sum to a power equal to 365 divided by 7 and subtracting 1 from the
result.

RELEVANCE OF FINANCIAL STATEMENTS

The values of the interests of Contractowners under the variable
portion of the Contracts will be affected solely by the investment results of
the Subaccounts. The financial statements of First Investors Life as contained
herein should be considered only as bearing upon First Investors Life's ability
to meet its obligations to Contractowners under the Contracts, and they should
not be considered as bearing on the investment performance of the Subaccounts.

7
<PAGE>

APPENDICES

8
<PAGE>

APPENDIX I

EXAMPLE A
FORMULA AND ILLUSTRATION FOR DETERMINING
THE NET INVESTMENT FACTOR OF A SUBACCOUNT

OF SEPARATE ACCOUNT D

A + B
Net Investment Factor= ----- -D
C
Where:

A = The Net Asset Value of a Fund share as
of the end of the current Valuation Period.
Assume.......................................................= $8.51000000
B = The per share amount of any dividend
or capital gains distribution since the end of the
immediately preceding Valuation Period.
Assume........................................................= 0
C = The Net Asset Value of a Fund share as
of the end of the immediately preceding Valuation Period.
Assume........................................................= $8.39000000

D = The daily deduction for mortality and expense
risks and administration, which totals 1.4% on an
annual basis.
On a daily basis..............................................= .00003836

8.51000000 + 0
Then, the Net Investment Factor= -------------- - .00003836...= 1.01427534
8.39000000

EXAMPLE B
FORMULA AND ILLUSTRATION FOR DETERMINING
ACCUMULATION UNIT VALUE OF A SUBACCOUNT

OF SEPARATE ACCOUNT D

Accumulation Unit Value = A x B
Where:

A = The Accumulation Unit Value for the immediately
preceding Valuation Period.
Assume.........................................................= $1.46328760
B = The Net Investment Factor for the current Valuation
Period.
Assume.........................................................= 1.01426438

Then, the Accumulation Unit Value =$1.46328760 x 1.01426438...= 1.48416049

9
<PAGE>

APPENDIX II

EXAMPLE A
FORMULA AND ILLUSTRATION FOR DETERMINING
DEATH BENEFIT PAYABLE UNDER
ANNUITY OPTION 4-UNIT REFUND LIFE ANNUITY

Upon the death of the Annuitant, the designated Beneficiary under this option
will receive under a Separate Account a lump sum death benefit of the then
dollar value of a number of Annuity Units computed using the following formula:

A A
Annuity Units Payable= - -(CxD), if - is greater than CxD
B B
Where:

A = The Net Accumulated Value applied on the Annuity
Commencement Date to purchase the Variable Annuity.
Assume.........................................................= $20,000.00

B = The Annuity Unit Value at the Annuity Commencement Date.
Assume.........................................................= $1.08353012

C = The number of Annuity Units represented by each payment made.
Assume.........................................................= 116.61488844

D = The total number of monthly Variable Annuity Payments made prior
to the Annuitant's death.
Assume.........................................................= 30

Then the number of Annuity Units Payable:

$20,000.00
---------- - (116.61488844 x 30)
$1.08353012

= 18,458.18554633 - 3,498.44665320

= 14,959.73889313

If the value of an Annuity Unit on the date of receipt of notification of death
was $1.12173107 then the amount of the death benefit under the Separate Account
would be:

14,959.73889313 x $1.12173107 = $16,780.80

10
<PAGE>

APPENDIX III

EXAMPLE A

FORMULA AND ILLUSTRATION FOR DETERMINING
ANNUITY UNIT VALUE OF

SEPARATE ACCOUNT D

Annuity Unit Value = A x B x C

Where:

A = Annuity Unit Value of the immediately preceding
Valuation Period.
Assume......................................................= $1.10071211

B = Net Investment Factor for the Valuation Period for
which the Annuity Unit is being calculated.
Assume......................................................= 1.00083530

C = A factor to neutralize the assumed interest rate
of 3 1/2% built into the Annuity Tables used.
Daily factor equals.........................................= 0.99990575

Then, the Annuity Value is:

$1.10071211 x 1.00083530 x 0.99990575 = $1.10152771

EXAMPLE B

FORMULA AND ILLUSTRATION FOR DETERMINING
AMOUNT OF FIRST MONTHLY VARIABLE ANNUITY PAYMENT FROM

SEPARATE ACCOUNT D

A
First Monthly Variable Annuity Payment = ------ x B
$1,000

Where:

A = The Net Accumulated Value allocated to
Separate Account D for the Valuation Date on
or immediately preceding the seventh day before the
Annuity Commencement Date.
Assume......................................................= $20,000.00

B = The Annuity purchase rate per $1,000 based upon
the option selected, the sex and adjusted age of the
Annuitant according to the Annuity Tables contained
in the Contract.
Assume......................................................= $6.40

20,000
Then, the first Monthly Variable Payment = ------ x $6.40 = $128.00
$1,000

11
<PAGE>

EXAMPLE C

FORMULA AND ILLUSTRATION FOR DETERMINING
THE NUMBER OF ANNUITY UNITS FOR SEPARATE ACCOUNT D

REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

Number of Annuity Units =

Where:
A = The dollar amount of the first monthly
Variable Annuity Payment.
Assume......................................................= $128.00

B = The Annuity Unit Value for the Valuation Date
on or immediately preceding the seventh day before
the Annuity Commencement Date.
Assume......................................................= $1.09763000

$128.00
Then, the number of Annuity Units = ------- = 116.61488844
$1.09763000

EXAMPLE D

FORMULA AND ILLUSTRATION FOR DETERMINING
THE AMOUNT OF SECOND AND SUBSEQUENT MONTHLY
VARIABLE ANNUITY PAYMENTS FROM SEPARATE ACCOUNT D

Second Monthly Variable Annuity Payment = A x B

Where:

A = The Number of Annuity Units represented by each
monthly Variable Annuity Payment.
Assume......................................................= 116.61488844

B = The Annuity Unit Value for the Valuation Date on
or immediately preceding the seventh day before
the date on which the second (or subsequent) Variable
Annuity Payment is due.
Assume......................................................= $1.11834234

Then, the second monthly Variable Annuity
Payment = 116.61488844 x $1.11834234 = $130.42

The above example was based upon the assumption of an increase in the Annuity
Unit Value since the initial Variable Annuity Payment due to favorable
investment results of the Separate Account and the Fund. If the investment
results were less favorable, a decrease in the Annuity Unit Value and in the
second monthly Variable Annuity Payment could result. Assume B above was
$1.08103230.

Then, the second monthly Variable
Annuity Payment = 116.61488844 x $1.08103230 = $126.06

12
<PAGE>

Financial Statements as of
December 31, 1996

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
First Investors Life Insurance Company
New York, New York

We have audited the accompanying balance sheets of First Investors Life
Insurance Company as of December 31, 1996 and 1995, and the related statements
of income, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of First Investors Life
Insurance Company as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 24, 1997

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
BALANCE SHEETS

ASSETS

DECEMBER 31, 1996 DECEMBER 31,1995
<S> <C> <C>
Investments (note 2):
Available-for-sale securities......................... $114,011,891 $ 113,815,086
Held-to-maturity securities........................... 5,549,214 5,942,604
Short term investments................................ 7,667,491 5,160,201
Policy loans.......................................... 18,865,648 17,016,692
------------ ------------

Total investments.................................. 146,094,244 141,934,583

Cash ................................................... 901,980 1,189,030
Premiums and other receivables, net of allowances of
$30,000 in 1996 and 1995.............................. 3,998,210 4,334,595
Accrued investment income............................... 2,903,566 2,833,561
Deferred policy acquisition costs (note 6).............. 17,547,129 17,318,214
Deferred Federal income taxes (note 7) ............. 934,000 12,000
Furniture, fixtures and equipment, at cost, less
accumulated depreciation of $925,736 in 1996 and
$800,593 in 1995..................................... 146,078 236,736
Other assets............................................ 136,302 123,509
Separate account assets................................. 465,456,848 344,568,486
------------ ------------

Total assets....................................... $638,118,357 $512,550,714
============ ============

LIABILITIES AND STOCKHOLDER'S EQUITY
<CAPTION>

LIABILITIES:
Policyholder account balances (note 6).................. $113,295,474 $113,374,173
Claims and other contract liabilities................... 12,190,281 11,289,108
Accounts payable and accrued liabilities................ 3,730,943 4,150,250
Separate account liabilities............................ 464,852,507 343,956,938
------------- ------------

Total liabilities.................................. 594,069,205 472,770,469
------------- ------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
issued and outstanding 534,350 shares................. 2,538,163 2,538,163
Additional paid in capital.............................. 6,496,180 6,496,180
Unrealized holding gains (losses) on available-for-sale
securities (note 2)................................... 644,000 1,878,000
Retained earnings ...................................... 34,370,809 28,867,902
------------- ------------

Total stockholder's equity......................... 44,049,152 39,780,245
------------- ------------

Total liabilities and stockholder's equity......... $ 638,118,357 $512,550,714
============= ============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1996 DECEMBER 31,1995 DECEMBER 31,1994
----------------- ---------------- ----------------
<S> <C> <C> <C>
REVENUES
Policyholder fees................................... $ 22,955,165 $ 19,958,420 $16,433,269
Premiums............................................ 6,725,329 7,293,719 7,630,182
Investment income (note 2).......................... 9,771,389 9,363,212 8,835,356
Realized gain (loss) on investments................. (221,025) 373,582 (259,987)
Other income........................................ 704,678 835,703 701,355
-------------- -------------- --------------

Total income..................................... 39,935,536 37,824,636 33,340,175
-------------- -------------- --------------
BENEFITS AND EXPENSES
Benefits and increases in contract liabilities...... 12,912,810 13,027,516 14,297,499
Dividends to policyholders.......................... 964,913 954,384 910,754
Amortization of deferred acquisition costs (note 6). 1,454,408 1,672,429 1,573,216
Commissions and general expenses.................... 16,287,498 15,773,968 13,513,644
-------------- -------------- --------------

Total benefits and expenses...................... 31,619,629 31,428,297 30,295,113
-------------- -------------- --------------

Income before Federal income tax ..................... 8,315,907 6,396,339 3,045,062

Federal income tax (note 7):
Current............................................. 3,099,000 2,553,000 838,000
Deferred............................................ (286,000) (376,000) (352,000)
-------------- -------------- --------------

2,813,000 2,177,000 486,000
-------------- -------------- --------------

Net Income............................................ $ 5,502,907 $ 4,219,339 $ 2,559,062
============== ============== ============

Income per share, based on 534,350 shares outstanding
$10.30 $7.90 $4.79
=============== ================= ===============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1996 DECEMBER 31,1995 DECEMBER 31, 1994
---------------- ---------------- -----------------
<S> <C> <C> <C>
Balance at beginning of year.............................. $ 39,780,245 $ 31,196,906 $ 34,173,844
Net income................................................ 5,502,907 4,219,339 2,559,062
Increase (decrease) in unrealized holding gains on
available-for-sale securities........................... (1,234,000) 4,364,000 (5,536,000)
------------ ------------- ------------
Balance at end of year.................................... $ 44,049,152 $ 39,780,245 $ 31,196,906
============ ============= ============

STATEMENTS OF CASH FLOWS

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1996 DECEMBER 31,1995 DECEMBER 31, 1994
---------------- ---------------- -----------------
<S> <C> <C> <C>
Increase (decrease) in cash:
Cash flows from operating activities:
Policyholder fees received.......................... $ 22,925,131 $ 19,374,522 $ 16,433,269
Premiums received................................... 6,413,009 6,895,096 7,366,276
Amounts received on policyholder accounts........... 105,489,481 87,156,662 63,526,544
Investment income received.......................... 9,964,169 9,360,894 8,886,847
Other receipts...................................... 55,779 69,621 46,581
Benefits and contract liabilities paid.............. (117,321,389) (101,642,156) (75,131,594)
Commissions and general expenses paid............... (20,857,687) (18,176,870) (15,252,935)
------------ ------------- -------------

Net cash provided by (used for) operating
activities....................................... 6,668,493 3,037,769 5,874,988
------------ ------------- -------------

Cash flows from investing activities:
Proceeds from sale of investment securities......... 39,062,702 58,755,827 36,751,082
Purchase of investment securities................... (44,134,604) (58,622,646) (42,164,770)
Purchase of furniture, equipment and other
assets........................................... (34,485) (128,442) (67,121)
Net increase in policy loans........................ (1,848,956) (2,330,591) (1,801,780)
Investment in Separate Account ..................... (200) (500,000) --
------------ ------------- -------------

Net cash provided by (used for) investing
activities....................................... (6,955,543) (2,825,852) (7,282,589)
------------ ------------- -------------

Net increase (decrease) in cash..................... (287,050) 211,917 (1,407,601)

Cash
Beginning of year ..................................... 1,189,030 977,113 2,384,714
------------ ------------- -------------
End of year............................................ $ 901,980 $ 1,189,030 $ 977,113
============ ============= =============
</TABLE>

The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal income tax of $3,243,000 in 1996, $2,125,000 in 1995 and $1,368,000 in
1994.

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>

Reconciliation of net income to net cash
provided by (used for) operating activities:

Net income ............................................................ $ 5,502,907 $ 4,219,339 $ 2,559,062

Adjustments to reconcile net income to net cash provided by (used for)
operating activities:
Depreciation and amortization ...................................... 130,924 141,121 122,199
Amortization of deferred policy
acquisition costs ............................................... 1,454,408 1,672,429 1,573,216
Realized investment (gains) losses ............................................. 221,025 (373,582) 259,987
Amortization of premiums and discounts on
investments ...................................................... 262,785 237,472 287,340
Deferred Federal income taxes ...................................... (286,000) (376,000) (352,000)
Other items not requiring cash - net ............................... 6,794 (112,268) (149)

(Increase) decrease in:
Premiums and other receivables, net ................................ 336,385 (433,106) (1,055,910)
Accrued investment income .......................................... (70,005) (239,790) (235,849)
Deferred policy acquisition costs, exclusive
of amortization .................................................. (1,275,323) (1,117,752) (1,138,988)
Other assets ....................................................... (18,574) 64,490 (30,882)

Increase (decrease) in:
Policyholder account balances ...................................... (78,699) (1,882,591) 2,719,458
Claims and other contract liabilities .............................. 901,173 551,392 503,025
Accounts payable and accrued liabilities ........................... (419,307) 686,615 664,479
----------- ----------- -----------

$ 6,668,493 $ 3,037,769 $ 5,874,988
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles (GAAP). Such basis of presentation
differs from statutory accounting practices permitted or prescribed by insurance
regulatory authorities primarily in that:

(a) policy reserves are computed according to the Company's estimates of
mortality, investment yields, withdrawals and other benefits and expenses,
rather than on the statutory valuation basis;
(b) certain expenditures, principally for furniture and equipment and agents'
debit balances, are recognized as assets rather than being non-admitted
and therefore charged to retained earnings;
(c) commissions and other costs of acquiring new business are recognized as
deferred acquisition costs and are amortized over the premium paying
period of policies and contracts, rather than charged to current
operations when incurred;
(d) income tax effects of temporary differences, relating primarily to policy
reserves and acquisition costs, are provided;
(e) the statutory asset valuation and interest maintenance reserves are
reported as retained earnings rather than as liabilities;

Note 2 -- Other Significant Accounting Practices

(a) Accounting Estimates. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosures of contingent assets and liabilities, at the date
of the financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.

(b) Depreciation. Depreciation is computed on the useful service life of the
depreciable asset using the straight line method of depreciation.

(c) Investments. Investments in equity securities that have readily
determinable fair values and all investments in debt securities are classified
in three separate categories and accounted for as follows:

HELD-TO-MATURITY SECURITIES
Debt securities the Company has the positive intent and ability to hold to
maturity are recorded at amortized cost.

TRADING SECURITIES
Debt and equity securities that are held principally for the purpose
of selling such securities in the near term are recorded at fair
value with unrealized gains and losses included in earnings.

AVAILABLE-FOR-SALE SECURITIES
Debt and equity securities not classified in the other two categories are
recorded at fair value with unrealized gains and losses excluded from
earnings and reported as "unrealized holding gains or losses on
available-for-sale securities" in stockholder's equity.

Short term investments are reported at market value which approximates cost.

<PAGE>

Gains and losses on sales of investments are determined using the specific
identification method. Investment income for the years indicated consists of the
following:

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1996 DECEMBER 31, 1995 DECEMBER 31,1994
<S> <C> <C> <C> <C>

Interest on fixed maturities...................... $ 8,559,429 $ 8,243,748 $ 8,091,627
Interest on short term investments................ 410,930 451,475 225,682
Interest on policy loans.......................... 1,151,681 973,242 886,465
Dividends on equity securities.................... 43,756 58,305 10,220
------------ ------------ ------------

Total investment income...................... 10,165,796 9,726,770 9,213,994
Investment expense........................... 394,407 363,558 378,638
------------ ------------ ------------

Net investment income............................. $ 9,771,389 $ 9,363,212 $ 8,835,356
============ ============ ============

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The amortized cost and estimated market values of investments at December 31, 1996 and 1995 are as
follows:

GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C>

Available-For-Sale Securities
December 31, 1996
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies .......................... $ 41,254,552 $ 569,803 $ 157,020 $ 41,667,335
Debt Securities issued by
States of the U.S. .................... 5,525,022 -- 172,264 5,352,758
Corporate Debt Securities .............. 56,013,590 1,217,747 297,752 56,933,585
Other Debt Securities .................. 9,952,727 133,266 27,780 10,058,213
------------ ---------- ------------ ------------
$112,745,891 $1,920,816 $ 654,816 $114,011,891
============ ========== ============ ============

December 31,1995
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies .......................... $ 40,056,913 $1,459,984 $ -- $ 41,516,897
Debt Securities issued by
States of the U.S. .................... 9,067,445 215,464 10,295 9,272,614
Corporate Debt Securities .............. 53,636,330 1,872,502 121,193 55,387,639
Equity Securities ...................... 500,000 55,000 -- 555,000
Other Debt Securities .................. 7,010,398 78,876 6,338 7,082,936
------------ ---------- ------------ ------------
$110,271,086 $3,681,826 $ 137,826 $113,815,086
============ ========== ============ ============
</TABLE>

<PAGE>

At December 31, 1996 and 1995, the Company recognized "Unrealized Holding
Gains (Losses) on Available-For-Sale Securities" of $644,000 and $1,878,000, net
of applicable deferred income taxes and amortization of deferred acquisition
costs. The change in the Unrealized Holding Gains (Losses) of ($1,234,000) ,
$4,364,000 and ($5,536,000) for 1996, 1995 and 1994, respectively is reported as
a separate component of stockholders' equity.

Held-To-Maturity Securities
December 31,1996

U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies ........... $3,439,214 $36,945 $ 10,944 $3,465,215
Corporate Debt Securities 2,000,000 -- 66,200 1,933,800
Other Debt Securities ... 110,000 -- -- 110,000
---------- ------- ---------- ----------
$5,549,214 $36,945 $ 77,144 $5,509,015
========== ======= ========== ==========

December 31,1995

U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies ........... $3,332,604 $120,983 $ -- $3,453,587
Corporate Debt Securities 2,000,000 -- 40,412 1,959,588
Other Debt Securities ... 610,000 -- -- 610,000
---------- -------- ---------- ----------
$5,942,604 $120,983 $ 40,412 $6,023,175
========== ======== ========== ==========

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The amortized cost and estimated market value of debt securities at
December 31, 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

HELD TO MATURITY AVAILABLE FOR SALE
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST MARKET VALUE COST MARKET VALUE
<S> <C> <C> <C> <C>

Due in one year or less....................... $ 100,000 $ 100,000 $ 2,359,443 $ 2,368,650
Due after one year through five years......... 267,660 265,400 36,423,615 36,855,145
Due after five years through ten years........ 3,181,554 3,209,815 48,199,575 49,009,561
Due after ten years........................... 2,000,000 1,933,800 25,763,258 25,778,535
---------- ---------- ------------ ------------
$5,549,214 $5,509,015 $112,745,891 $114,011,891
========== ========== ============ ============
</TABLE>

Proceeds from sales of investments in fixed maturities were $39,046,422,
$56,949,635 and $36,701,082 in 1996, 1995 and 1994, respectively. Gross gains of
$185,708 and gross losses of $406,733 were realized on those sales in 1996.
Gross gains of $578,810 and gross losses of $205,228 were realized on those
sales in 1995. Gross gains of $85,827 and gross losses of $345,814 were realized
on those sales in 1994.

(d) Recognition of Revenue, Policyholder Account Balances and Policy
Benefits

TRADITIONAL ORDINARY LIFE AND HEALTH

Revenues from the traditional life insurance policies represent
premiums which are recognized as earned when due. Health insurance
premiums are recognized as revenue over the time period to which the
premiums relate. Benefits and expenses are associated with earned
premiums so as to result in recognition of profits over the lives of
the contracts. This association is accomplished by means of the
provision for liabilities for future policy benefits and the deferral
and amortization of policy acquisition costs.

UNIVERSAL LIFE AND VARIABLE LIFE
Revenues from universal life and variable life policies represent
amounts assessed against policyholders. Included in such assessments
are mortality charges, surrender charges and policy service fees.
Policyholder account balances on universal life consist of the
premiums received plus credited interest, less accumulated
policyholder assessments. Amounts included in expense represent
benefits in excess of policyholder account balances. The value of
policyholder accounts on variable life are included in separate
account liabilities as discussed below. ANNUITIES Revenues from
annuity contracts represent amounts assessed against contractholders.
Such assessments are principally sales charges, administrative fees,
and in the case of variable annuities, mortality and expense risk
charges. The carrying value and fair value of fixed annuities are
equal to the policyholder account balances, which represent the net
premiums received plus accumulated interest.

(e) Separate Accounts. Separate account assets and the related
liabilities, both of which are valued at market, represent segregated variable
annuity and variable life contracts maintained in accounts with individual
investment objectives. All investment income (gains and losses of these
accounts) accrues directly to the contractholders and therefore does not affect
net income of the Company.
(f) Reclassifications. Certain reclassifications have been made to the
1994 and 1995 Financial Statements in order to conform to the 1996 presentation.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 3 -- Fair Value of Financial Instruments

The carrying amounts for cash, short-term investments and policy loans as
reported in the accompanying balance sheet approximate their fair values. The
fair values for fixed maturities and equity-securities are based upon quoted
market prices, where available or are estimated using values from independent
pricing services.

The carrying amounts for the Company's liabilities under investment - type
contracts approximate their fair values because interest rates credited to
account balances approximate current rates paid on similar investments and are
generally not guaranteed beyond one year. Fair values for the Company's
insurance contracts other than investment - type contracts are not required to
be disclosed. However, the fair values of liabilities for all insurance
contracts are taken into consideration in the overall management of interest
rate risk, which minimizes exposure to changing interest rates.

Note 4 -- Retirement Plans
The Company participates in a non-contributory profit sharing plan for the
benefit of its employees and those of other wholly-owned subsidiaries of its
parent. The Plan provides for retirement benefits based upon earnings. Vesting
of benefits is based upon years of service. For the years ended December 31,
1996, 1995 and 1994, the Company charged operations approximately $100,000,
$40,000 and $ 0, respectively for its portion of the contribution.

The Company also has a non-contributory retirement plan for the benefit of
its sales agents. The plan provides for retirement benefits based upon
commission on first-year premiums and length of service. The plan is unfunded.
Vesting of benefits is based upon graduated percentages dependent upon the
number of allocations made in accordance with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$414,000 in 1996, $375,000 in 1995 and $312,000 in 1994. The accrued liability
of approximately $2,858,000 in 1996 and $2,621,000 in 1995 was sufficient to
cover the value of benefits provided by the plan.

In addition, the Company participates in a 401(k) savings plan covering
all of its eligible employees and those of other wholly-owned subsidiaries of
its parent whereby employees may voluntarily contribute a percentage of their
compensation with the Company matching a portion of the contributions of certain
employees. The amount contributed by the Company in 1996 and 1995 was not
material.

Note 5 -- Commitments and Contingent Liabilities
The Company has agreements with affiliates and non-affiliates as follows:
(a) The Company's maximum retention on any one life is $100,000. The
Company reinsures a portion of its risk with other insurance companies and
reserves are reduced by the amount of reserves for such reinsured risks. The
Company is liable for any obligations which any reinsurance company may be
unable to meet. The Company had reinsured approximately 10% of its net life
insurance in force at December 31, 1996, 1995 and 1994. The Company also had
assumed reinsurance amounting to approximately 21%, 20% and 21% of its net life
insurance in force at the respective year ends. None of these transactions had
any material effect on the Company's operating results.

(b) The Company and certain affiliates share office space, data processing
facilities and management personnel. Charges for these services are based upon
space occupied, usage of data processing facilities and time allocated to
management. During the years ended December 31, 1996, 1995 and 1994, the Company
paid approximately $1,222,000, $1,282,000 and $1,099,000, respectively, for
these services. In addition, the Company reimbursed an affiliate approximately
$9,709,000 in 1996, $8,739,000 in 1995,and $6,651,000 in 1994 for commissions
relating to the sale of its products.

The Company maintains a checking account with a financial
institution, which is also a wholly-owned subsidiary of its parent. The balance
in this account was approximately $ 326,000 at December 31, 1996 and $343,000 at
December 31, 1995.

(c) The Company is subject to certain claims and lawsuits arising in the
ordinary course of business. In the opinion of management, all such claims
currently pending will not have a material adverse effect on the financial
position of the Company or its results of operations.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 6 -- Adjustments Made to Statutory Accounting Practices

Note 1 describes some of the common differences between statutory practices
and generally accepted accounting principles. The effects of these differences
for the years ended December 31, 1996, 1995 and 1994 are shown in the following
table in which net income and capital shares and surplus reported therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
NET INCOME CAPITAL SHARES AND SURPLUS
YEAR ENDED DECEMBER 31 AT DECEMBER 31
----------------------- ------------------------
1996 1995 1994 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>

Reported on a statutory basis.......... $5,002,533 $3,705,334 $2,205,814 $26,580,877 $21,600,537 $18,020,531
---------- ---------- ---------- ----------- ----------- -----------

Adjustments:
Deferred policy acquisition costs (b) (179,085) (554,677) (434,228) 17,547,129 17,318,214 19,321,891
Future policy benefits (a).......... 514,086 422,387 727,849 (2,398,397) (2,912,483) (3,334,870)
Deferred income taxes............... 286,000 376,000 352,000 934,000 12,000 1,884,000
Premiums due and deferred (e)....... 85,461 80,133 70,968 (1,359,107) (1,444,568) (1,524,702)
Cost of colletion and other statutory
liabilities....................... (12,283) (16,318) (32,454) 36,984 49,267 65,585
Non-admitted assets................. -- -- -- 298,731 395,758 385,500
Asset valuation reserve................ -- -- -- 1,136,664 1,016,830 901,041
Interest maintenance reserve........ (48,542) (40,804) 71,048) 6,271 200,690 (5,070)
Gross unrealized holding gains (losses) on
available-for-sale securities... -- -- -- 1,266,000 3,544,000 (4,517,000)
Net realized capital gains (losses). (221,025) 373,582 (259,987) -- -- --
Other............................... 75,762 126,298) 148 -- -- --
---------- ---------- ---------- ----------- ----------- -----------
500,374 514,005 353,248 17,468,275 18,179,708 13,176,375
---------- ---------- ---------- ----------- ----------- -----------

In accordance with generally accepted
accounting principles............... $5,502,907 $4,219,339 $2,559,062 $44,049,152 $39,780,245 $31,196,906

Per share, based on 534,350 shares
outstanding......................... $10.30 $7.90 $4.79 $82.44 $74.45 $58.38
====== ===== ===== ====== ======= ======
</TABLE>

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following is a description of the significant policies used to adjust the
net income and capital shares and surplus from a statutory to a GAAP basis.
(a) Liabilities for future policy benefits have been computed primarily by
the net level premium method with assumptions as to anticipated mortality,
withdrawals and investment yields. The composition of the policy liabilities and
the more significant assumptions pertinent thereto are presented below:

DISTRIBUTION OF LIABILITIES* BASIS OF ASSUMPTIONS
YEARS
1996 1995 OF ISSUE INTEREST MORTALITY TABLE WITHDRAWAL
----- ---- -------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Non-par:
$ 1,655,040 $ 1,722,604 1962-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton B
5,814,885 5,668,858 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton B
2,546,702 2,574,079 1984-1988 7 1/2% 85% of 1965-70 Basic Select Modified
plus Ultimate Linton B
86,508 74,055 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Linton B
113,117 109,919 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Actual
34,185 39,885 1989-Present 8% 1975-80 Basic Select plus Ultimate Actual
31,902,122 31,896,847 1985-Present 6% Accumulation of Funds --
Par:
223,500 224,307 1966-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton A
13,357,249 13,557,033 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton A
975,132 988,555 1981-1984 7 1/4% 90% of 1965-70 Basic Select
plus Ultimate Linton B
4,772,595 4,713,069 1983-1988 9 1/2% 80% of 1965-70 Basic Select
plus Ultimate Linton B
14,031,404 12,459,045 1990-Present 8% 66% of 1975-80 Basic Select
plus Ultimate Linton B
Annuities:
21,779,771 25,202,605 1976-Present 5 1/2% Accumulation of Funds --
Miscellaneous:
16,939,829 15,161,153 1962-Present 2 1/2%-3 1/2% 1958-CSO None
</TABLE>

- ----------
* The above amounts are before deduction of deferred premiums of $936,565 in
1996 and $1,017,841 in 1995.

(b) The costs of acquiring new business, principally commissions and
related agency expenses, and certain costs of issuing policies, such as medical
examinations and inspection reports, all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal life and variable life are amortized as a level percentage of the
present value of anticipated gross profits resulting from investment yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the premium-paying period of the related policies in
proportion to the ratio of the annual premium revenue to the total anticipated
premium revenue. Anticipated premium revenue was estimated using the same
assumptions which were used for computing liabilities for future policy
benefits. Amortization of $1,454,408 in 1996, $1,672,429 in 1995 and $1,573,216
in 1994 was charged to operations.

(c) Participating business represented 9.8% and 11.1% of individual life
insurance in force at December 31, 1996 and 1995, respectively.

The Board of Directors annually approves a dividend formula for
calculation of dividends to be distributed to participating policyholders.

The portion of earnings of participating policies that can inure to the
benefit of shareholders is limited to the larger of 10% of such earnings or $.50
per thousand dollars of participating insurance in force. Earnings in excess of
that limit must be excluded from shareholders' equity by a charge against
operations. No such charge has been made, since participating business has
operated at a loss to date on a statutory basis. It is anticipated, however,
that the participating lines will be profitable over the lives of the policies.

(d) New York State insurance law prohibits the payment of dividends to
stockholders from any source other than the statutory unassigned surplus. The
amount of said surplus was $16,796,135, $11,815,645 and $8,235,339 at December
31, 1996, 1995 and 1994, respectively.

(e) Statutory due and deferred premiums are adjusted to conform to the
expected premium revenue used in computing future benefits and deferred policy
acquisition costs. In this regard, the GAAP due premium is recorded as an asset
and the GAAP deferred premium is applied against future policy benefits.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7 -- Federal Income Taxes

The Company joins with its parent company and other affiliated companies
in filing a consolidated Federal income tax return. The provision for Federal
income taxes is determined on a separate company basis.

Retained earnings at December 31, 1996 included approximately $146,000
which is defined as "policyholders' surplus" and may be subject to Federal
income tax at ordinary corporate rates under certain future conditions,
including distributions to stockholders.

Deferred tax liabilities (assets) are comprised of the following:

1996 1995
---- ----
Policyholder dividend provision ................. $ (332,719) $ (323,612)
Non-qualified agents' pension plan reserve ...... (1,127,384) (1,044,728)
Deferred policy acquisition costs ............... 2,507,526 2,968,214
Future policy benefits .......................... (2,346,908) (2,639,345)
Bond discount ................................... 28,677 27,842
Unrealized holding gains (losses) on
Available-For-Sale Securities 331,000 967,000
Other ........................................... 5,808 32,629
----------- -----------
$ (934,000) $ (12,000)
=========== ===========

The currently payable Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit resulting from a capital loss carryback
of $221,025 and the $838,000 for 1994 is net of a $102,000 Federal tax benefit
resulting from a capital loss carry back of $259,987.

A reconciliation of the Federal statutory income tax rate to the Company's
effective tax rate is as follows:

1996 1995 1994
---- ---- ----
Application of statutory tax rate........................ 34% 34% 34%
Special tax deduction for life insurance companies....... -- -- (18)
--- --- ---
....................................................... 34% 34% 16%
=== === ===

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

PART C: OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial Statements:

No financial statements for Registrant are included in this
Registration Statement, because Registrant had not commenced
operations as of the effective date of this Registration
Statement.

The financial statements for the period ending December 31, 1996
for First Investors Life Insurance Company are included in Part B.

(b) Exhibits:

1. Resolution of the Board of Directors of First Investors Life
Insurance Company establishing Separate Account D.

2. Safekeeping Agreement between First Investors Life Insurance
Company and United States Trust Company of New York.

3. Distribution Contracts:

(a) Underwriting Agreement between First Investors Life
Insurance Company and First Investors Corporation; and

(b) Specimen Variable Annuity Dealer Agreement between
First Investors Corporation and dealers.

4. Specimen Individual Variable Annuity Contract issued by First
Investors Life Insurance Company for participation in Separate
Account D.

5. Form of application used with Individual Variable Annuity
Contract provided in response to (4) above.

6. (a)(1)Declaration of Intention and Charter of First Investors
Life Insurance Company;

(2) Certificate of Amendment;

(3) Certificate of Amendment;

(4) Certificate of Amendment; and

<PAGE>

(5) Certificate of Amendment.

7. Not applicable.

8. Not applicable.

9. Opinion and Consent of Tammie Lee, Esq., special counsel to
First Investors Life Insurance Company.

10. Consent of Independent Public Accountants

11. Not applicable.

12. Not applicable.

13. Not applicable.

14. Not applicable.

15. Powers of Attorney.

ITEM 25. Directors and Officers of the Depositor

The following are the Directors and Officers of First investors Life
Insurance Company:

Position and Office
Name and with First Investors
Principal Business Address Life Insurance Company
-------------------------- ----------------------
(Unless otherwise noted, an individual's
business address is 95 Wall Street,
New York, New York 10005.)

Jay G. Baris Director
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, N.Y. 10022

Glenn T. Dallas Director
21 Eagle Nest Road
Morristown, N.J. 07960

William H. Drinkwater First Vice President &
Chief Actuary

<PAGE>

Position and Office
Name and with First Investors
Principal Business Address Life Insurance Company
-------------------------- ----------------------

George V. Ganter Director

Robert J. Grosso Director
581 Main Street
Woodbridge, N.J. 07095

William M. Lipkus Vice President &
Chief Accounting Officer

Glenn O. Head Chairman & Director

Kathryn S. Head Director
581 Main Street
Woodbridge, N.J. 07095

Scott Hodes Director
Arvey, Hodes, Costello & Burman
180 North LaSalle Street
Chicago, IL 60601

Carol Lerner Brown Secretary

Jackson Ream
Republic Bank of Dallas
P.O. Box 225961
Dallas, TX 75265

Nelson Schaenen, Jr. Director
Weiss, Peck & Greer
One New York Plaza
New York, New York 10004

John T. Sullivan Director

Ada M. Suchow Vice President &
Assistant Secretary

ITEM 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

There are no persons directly or indirectly controlled by or under
common control with the Registrant. Registrant is a separate account of First
Investors Life Insurance Company, the Depositor. Set forth below are all persons
controlled by or under common control with First Investors Life Insurance
Company:

<PAGE>

Route 33 Realty Corporation (New Jersey). Ownership: 100% by First Investors
Life Insurance Company; Principal Business: Real Estate; Subsidiary of First
Investors Life Insurance Company.

First Investors Consolidated Corporation ("FICC") (Delaware). Ownership: Glenn
O. Head is the controlling shareholder; Principal Business: Holding Company;
Parent of First Investors Life Insurance Company.

Administrative Data Management Corp. (New York). Ownership: 100% owned by FICC;
Principal Business: Transfer Agent; Affiliate of First Investors Life Insurance
Company.

Executive Investors Management Company, Inc. (Delaware). Ownership: 100% owned
by FICC; Principal Business: Investment Advisor; Affiliate of First Investors
Life Insurance Company.

First Investors Asset Management Company, Inc. (Delaware). Ownership: 100% owned
by FICC; Principal Business: Investment Advisor; Affiliate of First Investors
Life Insurance Company.

First Investors Corporation (New York). Ownership: 100% owned by FICC; Principal
Business: Broker-Dealer; Affiliate of First Investors Life Insurance Company.

First Investors Leverage Corporation (New York). Ownership: 100% owned by FICC;
Principal Business: Inactive; Affiliate of First Investors Life Insurance
Company.

First Investors Management Company, Inc. (New York). Ownership: 100% of common
stock owned by FICC; Principal Business: Investment Advisor; Affiliate of First
Investors Life Insurance Company.

First Investors Realty Company, Inc. (New Jersey). Ownership: 100% owned by
FICC; Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.

First Investors Resources, Inc. (Delaware). Ownership: 100% owned by FICC;
Principal Business: Commodity Pool Operator; Affiliate of First Investors Life
Insurance Company.

Executive Investors Corporation (Delaware). Ownership: 100% owned by FICC;
Principal Business: Broker-Dealer; Affiliate of First Investors Life Insurance
Company.

First Financial Savings Bank, S.L.A. ("FFSB") (New Jersey). Ownership: 100%
owned by FICC, except Directors Qualifying Shares; Principal Business: Savings
and Loan; Affiliate of First Investors Life Insurance Company.

<PAGE>

First Investors Credit Corporation (New Jersey). Ownership: 100% owned by FICC;
Principal Business: Real Estate; Affiliate of First Investors Life Insurance
Company.

N.A.K. Realty Corporation (New Jersey). Ownership: 100% owned by FICC; Principal
Business: Real Estate; Affiliate of First Investors Life Insurance Company.

Real Property Development Corporation (New Jersey). Ownership: 100% owned by
FICC; Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.

First Investors Credit Funding Corporation (New York). Ownership: 100% owned by
FICC; Principal Business: Sells commercial paper; Affiliate of First Investors
Life Insurance Company.

School Financial Management Services, Inc. (Ohio). Ownership: 100% owned by
FICC; Principal Business: Tuition assistance program; Affiliate of First
Investors Life Insurance Company.

Specialty Insurance Group, Inc. (Delaware) Ownership: 100% owned by FICC;
Principal Business: Sells specialty insurance to non-profit organizations and
private and parochial schools; Affiliate of First Investors Life Insurance
Company.

ITEM 27. Number of Contractowners

Not Applicable

ITEM 28. Indemnification

Article XIV of the By-Laws of First Investors Life Insurance Company
provides as follows:

"To the full extent authorized by law and by the Charter, the
Corporation shall and hereby does indemnify any person who shall at any time be
made, or threatened to be made, a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or his intestate is or
was a director or officer of the Corporation or served another corporation in
any capacity at the request of the Corporation, provided, that the notice
required by Section 62-a of the Insurance Law of the State of New York, as now
in effect or as amended from time to time, be filed with the Superintendent of
Insurance."

Reference is hereby made to the New York Business Corporation Law,
Sections 721 through 725.

The general effect of this Indemnification will be to indemnify any
person made, or threatened to be made, a party to an action by or in the right
of the corporation to

<PAGE>

procure a judgment in its favor by reason of the fact that the person, or that
person's testator or intestate, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any other corporation of any type or kind, domestic or
foreign, of any partnership, joint venture, trust, employee benefit plan or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorney's fees, actually and necessarily incurred in connection with
the defense or settlement of such action, or in connection with an appeal
therein if such director or officer acted in good faith, for a purpose
reasonably believed by that person to be in, and not opposed to, the best
interests of the corporation and not otherwise knowingly unlawful.

A directors and officers liability policy in the amount of $3,000,000
covering First Investors Life's directors and officers has been issued by the
Great American Insurance Companies.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the First Investors Life Variable Annuity Fund D pursuant to the foregoing
provisions, or otherwise, the First Investors Life Variable Annuity Fund D has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the First Investors Life Variable
Annuity Fund D of expenses incurred or paid by a director, officer or
controlling person of the First Investors Life Variable Annuity Fund D 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, the First Investors Life Variable Annuity Fund D 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 policy as expressed in the Act and will be
governed by the final adjudication of such issue.

ITEM 29. Principal Underwriters

(a) First Investors Corporation, Underwriter of the Registrant, is also
Underwriter for:

First Investors Cash Management Fund, Inc.
First Investors Fund For Income, Inc.
First Investors Series Fund
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.

<PAGE>

First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.
First Investors Life Variable Annuity Fund A
First Investors Life Level Premium Variable Life Insurance
(Separate Account B)
First Investors Life Variable Annuity Fund C

First Investors Corporation is Sponsor of:

First Investors Single Payment and Periodic Payment
Plans I for Investment in First Investors Global
Fund, Inc.
First Investors Single Payment and Periodic Payment
Plans II for Investment in First Investors Global
Fund, Inc.
First Investors Single Payment and Periodic Payment
Plans for Investment in First Investors Fund For
Income, Inc.
First Investors Single Payment and Periodic Payment
Plans for Investment in First Investors Government
Fund, Inc.
First Investors Periodic Payment Plans for Investment
in First Investors High Yield Fund, Inc.
First Investors Single Payment and Periodic Payment
Plans for the Accumulation of Shares of First
Investors Global Fund, Inc.
First Investors Single Payment and Periodic Payment
Plans for Investment in First Investors Insured
Tax Exempt Fund, Inc.

(b) The following persons are the officers and directors of First
Investors Corporation:

Name and Principal Position and Office with
Business Address (continued) First Investors Corporation
---------------------------- ---------------------------
(Unless otherwise noted, an individual's
business address is 95 Wall Street,
New York, New York 10005)

Joseph I. Benedek Treasurer
581 Main Street
Woodbridge, New Jersey 07095

Howard M. Factor Vice President

Lawrence A. Fauci Senior Vice President and
Director

Glenn O. Head Chairman and Director

Kathryn S. Head Vice President, Chief Financial
581 Main Street Officer and Director
Woodbridge, New Jersey 07095

Marvin Hecker President

<PAGE>

Jane W. Kruzan Director

Larry R. Lavoie Secretary and General Counsel

Jeremiah J. Lyons Director

Frederick Miller Senior Vice President
581 Main Street
Woodbridge, New Jersey 07095

Elizabeth Reilly Vice President
581 Main Street
Woodbridge, New Jersey 07095

Louis Rinaldi Senior Vice President
581 Main Street
Woodbridge, New Jersey 07095

Matthew Smith Vice President
581 Main Street
Woodbridge, New Jersey 07095

John T. Sullivan Director

<PAGE>

ITEM 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained
pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, are
located at the offices of Registrant, 95 Wall Street, New York, New York.

ITEM 31. Management Services

Not applicable.

ITEM 32. Undertakings

Registrant hereby makes the following undertakings:

(a) An undertaking to file a post-effective amendment to this
registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration
statement are never more than 16 months old for so long as
payments under the variable annuity contracts may be accepted;

(b) An undertaking to include either (1) as part of any
application to purchase a contract offered by the prospectus,
a space that an applicant can check to request a Statement of
Additional Information or (2) a post card or similar written
communication affixed to or included in the prospectus that
the applicant can remove to send for a Statement of Additional
Information;

(c) An undertaking to deliver any Statement of Additional
Information and any financial statements required to be made
available under this Form promptly upon written or oral
request.

(d) REPRESENTATION REGARDING REASONABLENESS AGGREGATE CHARGES
DEDUCTED UNDER THE CONTRACTS PURSUANT TO SECTION 26(E)(2)(A)
THE INVESTMENT COMPANY ACT OF 1940

First Investors Life Insurance Company ("First Investors
Life") represents that the fees and charges deducted under the
Contracts that are identified as Contract Form VAC (CDSC) and
described in this Registration Statement, in the aggregate,
are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by
First Investors Life under the Contracts. First Investors Life
bases it representation on its assessment of all of the facts
and circumstances, including such relevant factors, as the
nature and extent of such services, expenses and risks; the
need for First Investors Life to earn a profit; and the
regulatory standards for exemptive relief under the Investment
Company Act of 1940 used prior to October 1996, including the
range of industry practice.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 11th day of
April, 1997.

FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND D
(Registrant)

By /s/Richard H. Gaebler
---------------------
Richard H. Gaebler, President
First Investors Life Insurance
Company

FIRST INVESTORS LIFE INSURANCE COMPANY
(Depositor)

By /s/Richard H. Gaebler
---------------------
Richard H. Gaebler
President

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

SIGNATURE TITLE DATE
--------- ----- ----

/s/Richard H. Gaebler President and Director April 11, 1997
- ---------------------
Richard H. Gaebler

/s/Lawrence M. Falcon Senior Vice President April 11, 1997
- --------------------- and Comptroller
Lawrence M. Falcon

Glenn O. Head* Chairman and Director April 11, 1997
Jay G. Baris* Director April 11, 1997
George V. Ganter* Director April 11, 1997
Robert J. Grosso* Director April 11, 1997
Scott Hodes* Director April 11, 1997
Jackson Ream* Director April 11, 1997
Nelson Schaenen Jr.* Director April 11, 1997
John T. Sullivan* Director April 11, 1997
Kathryn S. Head* Director April 11, 1997
Glenn T. Dallas* Director April 11, 1997

* By: /s/Richard H. Gaebler
---------------------
Richard H. Gaebler
Attorney-In-Fact
Pursuant to Power of
Attorney

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------- ------------

99.N4.1 Resolution of Board of Directors of First Investors
Life Insurance Company ("First Investors Life")

99.N4.2 Safekeeping Agreement

99.N4.3A Underwriting Agreement

99.N4.3B Specimen Variable Annuity Dealer Agreement

99.N.4 Specimen Individual Variable Annuity Contract

99.N4.5 Form of application

99.N4.6A.1 Declaration of Intention and Charter of First
Investors Life

99.N4.6A.2 Certificate of Amendment

99.N4.6A.3 Certificate of Amendment

99.N4.6A.4 Certificate of Amendment

99.N4.6A.5 Certificate of Amendment

99.N4.6B By-Laws of First Investors Life

99.N4.9 Opinion and Consent of counsel

99.N4.10 Consent of Independent Accountants

99.N4.15 Power of Attorney

FIRST INVESTORS LIFE INSURANCE COMPANY

MINUTES OF EXECUTIVE COMMITTEE MEETING
(BY TELEPHONE)

April 8, 1997
10:00 A.M.

PRESENT: Mr. Head in the Chair; Messrs. Schaenen and Sullivan

The Chairman reported that it was necessary to consider certain
resolutions authorizing officers of the Corporation to do those things necessary
to establish Separate Account D.

After discussion, on motion duly made, seconded and unanimously
approved, it was:

RESOLVED, that in accordance with the "General Plan
of Operations for Separate Account D" filed with the
New York State Insurance Department, First Investors
Life Insurance Company shall establish Separate
Account D for the purpose of funding non-qualified
retirement programs and deferred compensation plans
for individuals through the issuance of Variable
Annuity Contracts.

FURTHER RESOLVED, that the President is directed to
do all things necessary or proper, in his discretion
or judgment, to enable this Corporation to offer said
Variable Annuity Contracts including, but without
limiting the generality of such directions or
authority, the filing of a registration statement and
amendments thereto with the Securities and Exchange
Commission; the filing of any necessary documents
with the securities bureaus and insurance departments
of the various states and the taking of all other
action required by the laws of the United States or
of the various states; the issuing of any preliminary
and final prospectus; and the payment of all fees,
costs, and expenses incidental thereto.

There being no further business, the meeting was adjourned.

Respectfully submitted,

Glenn O. Head
Chairman

First Investors Life Insurance Company
120 Wall Street
New York, New York 10005

December 13, 1979

Re: First Investors Life Variable Annuity Fund
Safekeeping Agreement

Gentlemen:

This letter will confirm our agreement with respect to our designation
of the United States Trust Company of New York, 45 Wall Street, New York, N.Y.
10005, as the safekeeping agent for the securities and similar investments of
First Investors Life Variable Annuity Fund (the "Separate Account").

The United States Trust Company of New York has been duly designated
and appointed by the Board of Directors of First Investors Life Insurance
Company ("First Investors"), the Depositor for the Separate Account, as the
safekeeping agent for the Separate Account's issued securities and similar
investments pursuant to the Investment Company Act of 1940 and the rules and
regulations of the Securities and Exchange Commission thereunder and securities
purchased by First Investors pursuant to the maintenance of the Separate
Account.

The securities and similar investments of the Separate Account shall be
deposited in the safekeeping of, or in a vault or other depository maintained by
the Bank, and the securities and similar investments so deposited shall be
physically segregated at all times from those of any other persons, firms or
corporation.

Any two of the following officers of First Investors are authorized and
permitted to have access to the securities and similar investments so deposited,
and such access to such securities and similar investments so deposited shall be
had by two or more such persons jointly, in conjunction with authorized Bank
employees.

Name Title Signature
- ---- ----- ---------

Richard H. Gaebler, President /s/ Richard H. Gaebler

Richard E. Scanlan, Vice President /s/ Richard E. Scanlan

Lawrence M. Falcon, Comptroller /s/ Lawrence M. Falcon

<PAGE>

Access to such securities and similar investments shall be permitted to
the properly authorized officers and employees of the Bank. Access to such
securities and similar investments shall also be permitted, jointly with any two
of the above designated officers of First Investors and with an authorized
employee of the Bank, to an independent public accountant for the purpose of the
examination of First Investors securities and similar investments required by
the rules and regulations of the Securities and Exchange Commission. Such
designation shall be signed by one of the above officers of First Investors.

Such securities and similar investments shall at all times be subject
to inspection by the Securities and Exchange Commission through its authorized
employees or agents, accompanied by one or more of the officers or employees of
the Bank and, unless otherwise directed by order of the Commission, by one or
more of the designated officers of First Investors.

Each person when depositing such securities or similar investments in,
or withdrawing such from the Bank, or when ordering their withdrawal or delivery
from the safekeeping of the Bank, shall sign a notation in duplicate in respect
to such deposit, withdrawal or order which shall show (1) the date and time of
deposit, withdrawal or order (2) the title and amount of the securities or
similar investments deposited, withdrawn or ordered to be withdrawn, and an
identification thereof by a certificate number or otherwise, (3) the manner of
acquisition of the securities or similar investments deposited, or the purpose
for which they have been withdrawn or order to be withdrawn and (4) if withdrawn
and delivered to any other person, the name of such person. A copy of such
notation shall be transmitted promptly by the Bank to the President of First
Investors. Such notation shall be on serially-numbered forms and shall be
preserved for at least one year.

Such securities and similar investments shall be verified by complete
examination of an independent public accountant designated in writing by First
Investors at least once during each fiscal year. Such designation shall be
signed by one of the officers above named.

The Secretary and the President of First Investors and each of them,
have been authorized and directed to certify to the Bank that resolutions
incorporating the terms of this agreement, copies of which are attached, have
been duly adopted, and to further certify the names and specimen signatures of
the officers of First Investors referred to herein.

First Investors undertakes to notify the Bank of any change in the
names and signatures of the Officers of the Corporation designated above, and
until the Bank actually receives such

-2-
<PAGE>

notice it shall be entitled to rely on the designations herein set forth.

The Bank shall have no responsibility for any failure of the
representatives of First Investors or of the foregoing public accountants to
make examination of securities or for any loss, damage or expense suffered or
sustained by First Investors by reason of the acts or neglect of said persons
arising out of or in connection with their access to said examination of the
securities. All securities shall be registered in the name of First Investors or
in the name of a Separate Account.

With respect to the securities and other property held at any time in
safekeeping hereunder, the Bank is hereby authorized:

1. To pay and charge to First Investor's account in accordance with its
instructions the amount of the purchase price of securities purchased by First
Investors for deposit with the Bank upon delivery of such securities. Such
instructions shall specify the name of the issuer of the securities and a
description thereof, the number of shares or principal amount purchased and any
accrued interest or charges, the purchase price per unit and the name and
address of the party to whom payment is to be made.

2. To release, assign and deliver securities held in the custody
account in accordance with written instructions of First Investors specifying
the quantity and describing the securities to be delivered, to whom delivery
shall be made and the amount of the sales or redemption price to be received
upon such delivery. Delivery shall be made against receipt by the Bank of a
check of the specified recipient of such securities. Unless otherwise instructed
by First Investors, such check shall be certified by the bank, trust company,
national bank or other banking institution on which drawn, or shall be a
cashier's or treasurer's check or draft of any bank, trust company, national
bank or other banking institution. The Bank shall not be liable for the monies
called for or represented by any such check or draft until actually received.

3. To charge the account of First Investors for all expenses, taxes or
other charges or liabilities incurred by the Bank in connection with this
custodian account and First Investors hereby agrees to indemnify the Bank
against liability for all such items.

The Bank shall give First Investors a written advice or confirmation
concerning all sales, purchases or other disposal of securities in the custody
account.

The Bank shall be paid and may draw upon the account of First Investors
after proper notice of such compensation and

-3-
<PAGE>

reimbursement for all necessary and proper disbursements and expenses made or
incurred by the Bank in carrying out the foregoing duties at such times as the
parties may have agreed upon.

The Bank will be responsible for the performance of only such duties as
are set forth herein or contained in express instructions given to the Bank. The
Bank will use the same care with respect to the safekeeping of property in the
custody account as it uses in respect of its own similar property but it need
not maintain any insurance for the benefit of First Investors. All collections
of funds or other property paid or distributed in respect of property in the
custody account shall be made at the risk of First Investors. The Bank will not
be responsible for any act or omission, or for the solvency, of any broker or
agent selected by First Investors to effect any transaction for its custody
account. First Investors warrants its authority to deposit in the custody
account any property received by the Bank therefor and to give instructions
relative thereto.

The Bank shall not be liable for any action taken in good faith
pursuant to this agreement nor upon written instruction or Secretary's
Certificate of First Investors, and shall be fully protected in relying upon the
genuineness and legality of any such document which the Bank may in good faith
believe to be validly executed. The Bank shall have no responsibility for the
genuineness or validity of any instrument or other item deposited with you.

It is agreed that the Bank's duties under this agreement are only such
as are herein specifically provided, being purely ministerial in nature. First
Investors covenants and agrees to indemnify and hold the Bank harmless from all
taxes, charges, expenses, loss, damage, assessments, claims and liabilities,
including the cost and expense of defending itself against any claim, whether
valid or not, incurred or assessed against the Bank in connection with the
performance of this agreement, except such as may arise from the Bank's active
negligence, bad faith or willful misconduct.

The Bank shall not be required to defend any action or legal
proceedings which may be instituted against it in respect of the subject matter
of this agreement unless requested to do so by First Investors and indemnified
to the Bank's satisfaction against the cost and expense of such defense. The
Bank shall not be required to institute legal proceedings of any kind. In the
event that adverse or conflicting claims are made with respect to the funds or
property deposited hereunder, the Bank may refuse to comply with any demands
made upon it with respect thereto until such claims are resolved by mutual
agreement or fully disposed of in appropriate legal proceedings, and in so doing
the Bank shall

-4-
<PAGE>

not incur any liability to any party or person interested in the subject matter
of this agreement.

Nothing in this agreement shall be construed to give any third party
any rights against the Bank or to make the Bank a trustee, its liability as
custodian under this agreement being that of a bailee for hire.

The Bank shall be entitled as to any question arising in connection
with its duties under this agreement to receive and act upon advice of counsel
selected in good faith and with reasonable care (who may be First Investors
counsel) at First Investors' expense and shall be without liability for any
action taken or thing done in good faith in reliance upon such advice.

This agreement may be terminated by either party on sixty (60) days
written notice, except that if First Investors represents that in good faith it
has been unable to obtain the services of a successor safekeeping agent during
such time, the Bank agrees to continue to serve for up to an additional sixty
(60) days. Upon First Investors' written instructions the Bank will deliver to a
successor safekeeping agent at the Bank's office all securities held in
safekeeping and First Investors agrees to pay the Bank's reasonable expenses in
connection with such termination.

Any notice of other instrument in writing for which provision is made
in this agreement shall be sufficiently given if addressed to the party to whom
such notice is intended to be proven, and mailed or delivered to its office as
follows:

To: United States Trust Company of New York
45 Wall Street
New York, New York 10005
Attention: Custody Division

To: First Investors Life Insurance Company
120 Wall Street
New York, New York 10005

-5-
<PAGE>

This agreement shall be interpreted and governed by the laws of the
State of New York and shall extend to and be binding upon the parties hereto and
their respective successors and assigns, provided however that this agreement
shall not be assignable by either party without the written consent of the
other.

Very truly yours,

FIRST INVESTORS LIFE INSURANCE
COMPANY

By:/s/ Richard H. Gaebler

Accepted this 13th day of December, 1979.

UNITED STATES TRUST COMPANY OF
NEW YORK

By: illegible

UNDERWRITING AGREEMENT

This Agreement made this 21st day of April, 1997, by and between FIRST
INVESTORS LIFE INSURANCE COMPANY (hereinafter referred to as "FIL"); First
Investors Life Variable Annuity Fund D (hereinafter referred to as the "Separate
Account D", which is registered as a unit investment trust under the Investment
Company Act of 1940, as amended, and FIRST INVESTORS CORPORATION (hereinafter
referred to as the "Underwriter").

Witnesseth:

FIL and the Separate Account D invite the Underwriter to form a selling
group of broker/dealers to distribute the Variable Annuity Contracts issued by
FIL and the Separate Account D (hereinafter referred to as the "Variable Annuity
Contracts"), which group shall herein be referred to as the "selling group" and
each broker/dealer joining such selling group (hereinafter referred to as a
"member") shall do so pursuant to an effective dealer agreement with the
Underwriter containing the following terms and conditions applicable to such
selling group members and which ought to be included therein to make such terms
and conditions enforceable against such members by FIL, the Separate Account D
and the Underwriter:

1. All applications for Variable Annuity Contracts shall be made on
application forms supplied by FIL and all initial payments
collected shall be remitted in full together with such application
forms, signed by the applicants, directly to the Executive Office
of FIL at 95 Wall Street, New York, N.Y. 10005. Checks or money
orders in payment thereof shall be drawn to the order of "First
Investors Life Insurance Company." Payments shall not be
considered as received until the application has been accepted by
FIL, except at the direction and risk of the applicant. After the
initial payment has been made and the Variable Annuity Contract
has been issued, the contractowner or participant shall make all,
if any, future payments directly to FIL at such address as it may
from time to time designate.

<PAGE>

2. Applications shall be processed by FIL at the public offering
price then in effect as described in the current Variable Annuity
Contract prospectus. All applications are subject to acceptance or
rejection by the FIL at its sole discretion.
3. When and so long as requested by the Underwriter, subject to the
limitation that total commissions and concessions cannot exceed
the percentages shown in Table A, FIL will make payment of
concessions (commissions for members) directly to members with
respect to the sale of Variable Annuity Contracts as directed by
the Underwriter from time to time. Subject to the foregoing, FIL
will make payment of the commissions for all Variable Annuity
Contract premiums to the Underwriter as set forth in Table A
attached, as consideration for the Underwriter's undertaking to
assume, among other things, all costs associated with the
distribution of the Variable Annuity Contracts, including sales
literature and mutual fund prospectuses, but not including
Variable Annuity Contract prospectuses, Variable Annuity
registration statements or Variable Annuity registration fees nor
the Separate Account registration statements, reports and fees,
nor any costs directly incurred by FIL or its employees in aiding
the Underwriter in such distribution efforts. As required by
Federal securities laws and regulations, all sales literature must
be first submitted by the Underwriter for clearance with the
appropriate regulatory authorities. Further, as required by state
insurance laws and regulations, all sales literature must be first
submitted by FIL for prior clearance with the appropriate
regulatory authorities. FIL and the Underwriter will cooperate in
the development of such literature, as requested. No sales
literature will be used unless both FIL and the Underwriter have
given it prior approval.

<PAGE>

4. In accepting this invitation, the Underwriter agrees:
(a)That members will be made to understand that all
applications and/or considerations for Variable Annuity
Contracts are to be transmitted promptly to FIL at the
appropriate address.
(b)That all members will be made to understand that they are
to distribute the Variable Annuity Contracts only in those
jurisdictions in which such respective Variable Annuity
Contracts are registered or qualified for sale and only
through those member's registered representatives who are
fully licensed with FIL to sell Variable Annuity Contracts
in the jurisdiction involved.
5. Any party shall have the right to cancel this agreement after a
period of three (3) years (commencing on the date the first
Variable Annuity Contract is offered for sale). The signing of
this agreement does not make it incumbent upon FIL to license any
particular member's registered representative as a salesman of
Variable Annuity Contracts. All matters dealing with the licensing
of a member's registered representatives under any applicable
insurance law shall be a matter handled directly by the member and
the registered representative involved; but FIL must be furnished
proof of licensing before commission payments may be made.

<PAGE>

6. No person is authorized to make any representations concerning the
Variable Annuity Contracts except those contained in the
prospectus for the Variable Annuity Contracts and any such
information as may be released by FIL or the Underwriter as
information supplemental to such prospectus. Additional copies of
any prospectus and any printed information issued as supplemental
to such prospectus shall be supplied by FIL to the Underwriter for
members of the selling group in reasonable quantities upon
request, or where appropriate, directly to the member's registered
representative.
7. Any notice shall be deemed to have been given if mailed to the
Underwriter's address as registered from time to time with the
National Association of Securities Dealers, Inc. Notice is deemed
given to FIL if mailed to its Executive Office address.
8. FIL and the Underwriter shall each comply with all applicable
Federal and state laws, rules and regulations. Further, the
Underwriter will by agreement arrange for each member of the
selling group to do the same.
9. FIL agrees to indemnify and hold harmless the Underwriter and/or
any member and each person, if any, who controls the Underwriter
or any member, their agents and employees, against any and all
loss, liability, claims, damage, and expenses whatsoever
reasonably incurred in investigating or defending against any
litigation commenced or threatened, or any claim whatsoever
arising out of any untrue or alleged untrue statement of a
material fact contained in the prospectus, registration statement,
in any sales material prepared by FIL or supplied to any member
through the Underwriter by FIL or in any application
("application") filed in any state in order to qualify the same
for sale, or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

<PAGE>

10. The Underwriter agrees and by agreement will arrange for each
member of the selling group to indemnify and hold harmless FIL and
each person, if any, who controls FIL, its agents, subsidiaries
and employees, against any and all loss, liability, claims,
damage, and expense whatsoever (including but not limited to any
and all expenses whatsoever reasonably incurred in investigating
or defending against any litigation commenced or threatened or any
claim whatsoever) arising out of any untrue or alleged untrue
statement or representation made (except as such statements may be
made in reliance on the prospectus, registration statement and
sales material supplied by FIL), the failure to deliver a
currently effective prospectus, or the use of any unauthorized
sales literature by the Underwriter or any member, and their
employees, in connection with the sale of the subject Variable
Annuity Contracts.
11. Nothing herein contained shall require FIL or the Underwriter or
any member to take any action contrary to any provision of their
charters or to any applicable statute or regulation.

<PAGE>

12. This Agreement shall become effective as of the date hereof and
shall continue in force and effect from year to year thereafter;
provided, however, this Agreement shall terminate in the event of
its "assignment" as such term is defined in the Investment Company
Act of 1940, as amended.
13. This Agreement shall be construed in accordance with the laws of
the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate on the day and year first above written.

FIRST INVESTORS CORPORATION FIRST INVESTORS LIFE INSURANCE COMPANY

By: /s/ Marvin Hecker By: /s/ Richard H. Gaebler
Marvin Hecker, President Richard H. Gaebler, President

FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND D
By: First Investors Life Insurance Company,
Depositor

By: /s/ Richard H. Gaebler
Richard H. Gaebler

<PAGE>

TABLE A
UNDERWRITER COMMISSIONS

Amount of Premium Total Commission
----------------- ----------------
Any Amount 5.25%

VARIABLE ANNUITY DEALER AGREEMENT
---------------------------------

First Investors Corporation (the "Underwriter") and
__________________________________________ (the "Dealer") enter this agreement
this ________ day of April, 1997, for the purpose of authorizing the Dealer to
offer and sell variable annuity contracts (the "Contracts") issued by First
Investors Life Insurance Company and its Separate Account D, (which Separate
Account and First Investors Life Insurance Company hereinafter referred to as
the "Issuer") through the Underwriter, subject to the following provisions:

1. The Issuer is engaged in the issuance of the Contracts pursuant to
Federal securities laws and the insurance laws of those states in
which the Contracts have been qualified for sale. The Contracts
are considered securities under the Securities Act of 1933,
therefore, distribution of the Contracts is made through the
Underwriter, a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc, ("NASD"). The authorization for the offer
and sale of the Contracts provided by this agreement is subject to
all provisions of the Underwriting Agreement between the
Underwriter and the Issuer.

2. The Dealer certifies that it is a registered broker-dealer under
the Securities Exchange Act of 1934 and a member of the NASD. The
dealer agrees to abide by all rules and regulations of the NASD,
including its Rules of Fair Practice, and to comply with all
applicable state and Federal laws and the rules and regulations of
authorized regulatory agencies affecting the sale of the
Contracts.

3. The Dealer will select persons associated with it who are to be
trained and qualified as agents to solicit applications for the
Contracts in conformance with applicable state and Federal laws.
Agents so trained and qualified will be registered representatives
of the Dealer in accordance with the rules of the NASD and agents
of the Issuer in accordance with the insurance laws of such
jurisdictions as the Issuer may designate. The Dealer will notify
the Issuer when one of his agents and registered representatives
is fully licensed to sell Contracts. Such agents and registered
representatives are to distribute the Contracts only in those
jurisdictions in which the Contracts are qualified for sale.

4. The Dealer and the agent shall enter into an agreement before
Contract sales are made in which the agent shall represent that he
is or will become a registered representative of the Dealer in
connection with the sale of the Contracts, that such activities
will be under the supervision and control of the Dealer and that
the agent's right to sell the Contracts is subject to his
continued compliance with such agreement and the rules and
procedures which may be established by the Dealer, Underwriter or
the Issuer.

<PAGE>

5. All applications for Contracts shall be made on application forms
supplied by the Issuer and all initial payments collected shall be
remitted in full together with such application forms, signed by
the applicants, directly to the executive office of the Issuer at
95 Wall Street, New York, N.Y. 10005. Checks or money orders in
payment thereof shall be drawn to the order of First Investors
Life Insurance Company. Payments shall not be considered as
received until the application has been accepted by the Issuer,
except at the direction and risk of the applicant. After the
initial payment has been made and the Contract has been issued,
the contractowner or participant shall make all, if any, future
payments directly to First Investors Life Insurance Company, 95
Wall Street, New York, N.Y. 10005 or at such other address as it
may from time to time designate.

6. The Dealer will offer and sell the Contracts only in accordance
with the terms and conditions of the then-current prospectus
applicable to the Contracts and will make no representations not
included in the prospectus or in any authorized supplemental
material supplied by the Underwriter and the Issuer. The Dealer
shall not use or permit the agents to use advertising media with
regard to the Contracts and shall not use printed materials other
than those supplied or approved by the Underwriter and the Issuer.
Additional copies of any prospectus and any printed information
issued as supplemental to such prospectus shall be supplied to the
Dealer in reasonable quantities upon request.

7. All applications are subject to acceptance or rejection by the
Issuer at its sole discretion. The Issuer will make payment of
concessions directly to the Dealer with respect to the sale of
Contracts as set forth in Table A attached.

8. As required by Federal Securities laws and regulations, all sales
literature must be first submitted by the Underwriter for prior
clearance with the appropriate regulatory authorities. Further, as
required by State insurance laws and regulations, all sales
literature must be first submitted by the Issuer, for prior
clearance with the appropriate regulatory authorities. No sales
literature will be used unless both the Issuer and the Underwriter
have given it prior approval.

9. The Dealer's registered representatives will be made to understand
that all applications and/or considerations for Contracts are to
be transmitted promptly to the Issuer at the appropriate address.

10. The signing of this agreement does not make it incumbent upon the
Issuer to license any particular Dealer's registered
representative as a salesman of Contracts. All matters dealing
with the licensing of one of the Dealer's registered
representatives under any applicable state insurance law shall be
a matter handled directly by the Dealer and the registered
representative

<PAGE>

involved; but the Issuer must be furnished proof of licensing
before commission payments may be made.

11. Any notice shall be deemed to have been given if mailed to the
Underwriter's address or the Dealer's address as registered from
time to time with the National Association of Securities Dealers,
Inc. Notice is deemed given to the Issuer if mailed to its
executive office address at 95 Wall Street, New York, N.Y.
10005.

12. The Dealer understands and agrees that if performing the services
covered by this agreement, it is acting in the capacity of an
independent contractor and not an agent or employee of either the
Underwriter or Issuer and that no party to this agreement shall be
liable for any obligation, act or omission of the other.

13. The Issuer has agreed with the Underwriter to indemnify and hold
harmless the Underwriter and the Dealer and each person, if any,
who controls the Underwriter or the Dealer, their agents and
employees, against any and all loss, liability, claims, damage,
and expenses whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating or
defending against any litigation commenced or threatened or any
claim whatsoever) arising out of any untrue or alleged untrue
statement of a material fact contained in the prospectus,
registration statement, in any sales material prepared by the
Issuer or supplied to the Dealer through the Underwriter by the
Issuer or in any application filed in any state in order to
qualify the same for sale or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.

14. The Dealer will indemnify and hold harmless the Issuer or the
Underwriter and each person, if any, who controls the Issuer or
the Underwriter, their agents, subsidiaries and employees, against
any and all loss, liability, claims, damage, and expenses
whatsoever (including but not limited to any and all expenses
whatsoever reasonably incurred in investigating or defending
against any litigation commenced or threatened or any claim
whatsoever) arising out of any untrue or alleged untrue statement
or representation made (except as such statements may be made in
reliance on the prospectus, registration statement and sales
material supplied by the Issuer or the Underwriter), the failure
to deliver a currently effective prospectus, or the use of any
unauthorized sales literature by the Dealer, and its employees, in
connection with the sale of the Contracts.

15. This agreement may not be assigned except by mutual consent and
shall continue for a period of one year and from year to year
thereafter, subject to termination by any party upon 60 days prior
written notice to the other parties,

<PAGE>

except that in the event the Dealer shall cease to be a registered
broker-dealer or a member of NASD, this agreement shall
immediately terminate.

16. Failure of any party to terminate this agreement for any of the
causes set forth in this agreement shall not constitute a waiver
of the right to terminate this agreement at a later time for any
such causes.

17. Within a reasonable time after execution of this agreement, the
Underwriter reserves the right to draw a report concerning the
Dealer from a qualified agency, which report must be to the
satisfaction of the Underwriter. In the event that the report
proves unsatisfactory, this agreement shall be canceled effective
upon receipt by the Dealer of notification to this effect.

18. This agreement shall be construed in accordance with the laws of
the State of New York.

FIRST INVESTORS CORPORATION

By: _____________________________________

_____________________________________
Dealer

By: _____________________________________

<PAGE>

TABLE A

DEALER CONCESSIONS

Kind of Policy Dealer Concessions
-------------- ------------------

Individual Single payment:

Less than $25,000............................... %
$25,000 but less than $50,000.................. %
$50,000 but less than $100,000................. %
$100,000 but less than $250,000................ %
$250,000 but less than $500,000................ %
$500,000 but less than $1,000,000.............. %
$1,000,000 and over............................ %

VARIABLE
ANNUITY
CONTRACT

CONTRACT
NUMBER

Annuitant

Date of Issue

Issue Age

Purchase Payment

Maturity Date

Single Payment Deferred Variable Annuity
With Additional Purchase Payment Option
Accumulation of Values on a Variable Basis
Annuity Payment Options on Variable or
Fixed Basis

Non-Participating

FIL
FIRST INVESTORS
LIFE INSURANCE COMPANY

First Investors Life agrees to pay the benefits and other rights described in
this contract in accord with the terms of this contract.

Signed for First Investors Life Insurance Company at its Home Office in New
York, New York.

/s/Richard H. Gaebler

Richard H. Gaebler, President

/s/Carol L. Brown

Carol L. Brown, Secretary

10-DAY RIGHT TO EXAMINE CONTRACT

During a period of 10 days from the date this contract is delivered to the
Owner, it may be surrendered to the Company together with a written request for
cancellation of the contract and, in such event, the Company will pay to the
Owner an amount equal to the sum of (i) the difference between the Single
Purchase Payment made under this Contract and the amount allocated to the
Separate Account under this Contract and (ii) the Accumulated Value of this
Contract on the date of surrender.

THE ANNUAL INVESTMENT RETURN REQUIRED TO MAINTAIN LEVEL VARIABLE ANNUITY
PAYMENTS IS 5.65% (AFTER ANY APPLICABLE TAXES, BUT BEFORE ASSET CHARGES TOTALING
1.4% FOR MORTALITY RISKS, EXPENSE RISKS AND CONTRACT MAINTENANCE CHARGES AND
MANAGEMENT FEES WHICH WILL NOT EXCEED .75% OF NET ASSETS OF MUTUAL FUND IN WHICH
SEPARATE ACCOUNT ASSETS ARE INVESTED). ANNUITY PAYMENTS AND OTHER VALUES
PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED-DOLLAR AMOUNT.

<PAGE>

ALPHABETICAL GUIDE

PAGE

ACCUMULATION OF UNITS.........................................................5
ACCUMULATION UNIT VALUE.......................................................6
ADDITIONAL PURCHASE PAYMENT...................................................5
ADJUSTMENT OF MONTHLY PAYMENT.................................................7
ALLOCATION OF ANNUITY.........................................................7
AMOUNT OF FIRST ANNUITY PAYMENT...............................................6
ANNUITY TABLES...............................................................10
ANNUITY UNIT VALUE............................................................6
ASSIGNMENT....................................................................4
BENEFICIARY CHANGE............................................................9
BENEFICIARY DESIGNATION.......................................................9
CHANGE OF CONTRACT............................................................5
CHARGES AGAINST THE SEPARATE ACCOUNT..........................................6
CHOICE OF ANNUITY OPTION......................................................6
CLAIMS OF CREDITORS...........................................................5
CONTINGENT DEFERRED SALES CHARGE..............................................9
CONTRACT......................................................................4
CONTRACT MAINTENANCE CHARGE...................................................6
CONTROL 4
DEATH OF ANNUITANT............................................................8
DEATH OF BENEFICIARY..........................................................9
DEATH OF OWNER................................................................8
DEFINITIONS...................................................................4
ELECTION OF ANNUITY OPTIONS...................................................7
FIXED ANNUITY.................................................................7
INCONTESTABILITY..............................................................4
INITIAL PURCHASE PAYMENT......................................................5
INVESTMENT OF THE SEPARATE ACCOUNT............................................5
MATURITY DATE.................................................................6
MISSTATEMENT OF AGE OR SEX....................................................4
MORE FAVORABLE PAYMENT OPTION.................................................7
NET INVESTMENT FACTOR.........................................................6
NONPARTICIPATING..............................................................5
OWNERSHIP OF THE ASSETS.......................................................4
PROOF OF AGE..................................................................5
PROOF OF SURVIVAL.............................................................5
REPORTS 5
SEPARATE ACCOUNT - GENERAL....................................................5
SETTLEMENT....................................................................5
SURRENDER OPTION..............................................................9
VALUATION OF ASSETS...........................................................6
VARIABLE ANNUITY..............................................................7
VOTING RIGHTS.................................................................4
WITHDRAWAL OPTION/WITHDRAWAL PRIVILEGE........................................9

POLICY PROVISIONS

GENERAL PROVISIONS............................................................4
PURCHASE PAYMENTS.............................................................5
SEPARATE ACCOUNT..............................................................5
BENEFITS......................................................................6
BENEFICIARY...................................................................9

<PAGE>

GENERAL PROVISIONS

1. DEFINITIONS

As used in this Contract, the term:

(a) "Separate Account" means the account shown as such on page 3.

(b) "Valuation Date" means any date on which the New York Stock Exchange is open
for trading;

(d) "Accumulation Unit" means a unit used to measure the value of an Owner's
interest in the Separate Account prior to the date on which annuity payments
commence;

(e) "Annuity Unit" means a unit used to determine the amount of each annuity
payment after the first;

(f) "Accumulated Value" means the value of all the Accumulation Units credited
to this Contract.

(g) "Purchase Payment" means an amount paid to the Company under this
Contract as a payment for the benefits described herein;

(h) "Variable Annuity" means an annuity with annuity payments varying in amount
in accordance with the net investment experience of the Separate Account;

(I) "Fixed-Dollar Annuity" means an annuity with annuity payments which stay
fixed as to dollar amount throughout the payment period;

(j) "Attained Age" of the annuitant on any date after the Date of Issue means
the age of the Annuitant at issue as shown on page 3 plus the number of years
elapsed from the Date of Issue to such date; and

(k) "Annuity Commencement Date" means the date on which annuity payments are to
commence. Also referred to as "Maturity Date" in this contract.

2. CONTRACT

This Contract, the application, and any riders attached to this Contract
constitute the whole contract. Only the President, a Vice President, the
Secretary, or an Assistant Secretary of the Company has the power, on behalf of
the Company, to change, modify or waive any provisions of this Contract. Any
changes, modifications, or waivers must be in writing. The Company will not be
bound by any promises or representations made by any agent or other person
except as specified above.

3. CONTROL

Consistent with the terms of any beneficiary designation and any assignment, the
Owner may, during the lifetime of the Annuitant:

1. assign this Contract or surrender it in whole or in part;

2. amend or change this Contract with the consent of the Company; and

3. exercise any right, receive any benefit, or enjoy any privilege in this
Contract.

The Company reserves the right to require this Contract for endorsement of any
assignment or change.

4. INCONTESTABILITY

This Contract will not be contested.

5. MISSTATEMENT OF AGE OR SEX

If the age or the sex of the Annuitant has been misstated, the benefits in this
Contract will be those which the Single Purchase Payment would have bought for
the right age and sex. Any amounts which should have been in the payments made
by the Company before the error was found will be made up right away. The
Company will pay interest at the rate of 6% per year on this additional amount.
Any excess amounts in the payments made by the Company before the error was
found will be charged against the payments which are due later.

6. ASSIGNMENT

No assignment of this Contract shall be binding on the Company unless it is in
writing and filed with the Company at its Home Office. The Company will assume
no responsibility of the validity or sufficiency of any assignment. Unless
otherwise provided in the assignment, the interest of any revocable beneficiary
shall be subordinate to the interest of any assignee, regardless of when the
assignment was made and the assignee shall receive any sum payable to the extent
of his interest.

7. OWNERSHIP OF THE ASSETS

The Company shall have exclusive and absolute ownership and control of its
assets, including all assets in the Separate Account.

8. VOTING RIGHTS

The Owner shall have the right to vote only at the meetings of the Fund.

Ownership of this Contract shall not entitle any person to vote at any meeting
of shareholders of the Company. Votes attributable to the Contract shall be cast
in conformity with applicable law.

<PAGE>

9. REPORTS

At least once each Contract Year the Company shall mail a report to the Owner.
The report shall be mailed to the last address known to the Company. The report
shall include a statement of the number of units credited to this Contract and
the dollar value of such units. The information in the report shall be as of a
date not more than two months prior to the date of mailing the report. The
Company shall also mail to the Owner at least once in each Contract Year, a
report of the investments held in the Separate Account under this Contract.

10. PROOF OF AGE

Any annuity payment will be subject to proof of age of the payee which the
company will accept.

11. PROOF OF SURVIVAL

The Company has the right to ask for proof that the person on whom the payment
is based is alive when each payment is due.

12. SETTLEMENT

Any payment by the Company under this Contract is payable at its Home Office.

13. CLAIMS OF CREDITORS

To the extent allowed by law, Proceeds will not be subject to any claims of
creditors.

14. CHANGE OF CONTRACT

The Company keeps the right to change this Contract to meet the requirements of
the Investment Company Act of 1940 or other applicable federal or state laws or
regulations.

15. NONPARTICIPATING

This Contract is nonparticipating. It will not share in the surplus earnings of
the Company.

PURCHASE PAYMENTS

16. INITIAL PURCHASE PAYMENT

The Single Purchase Payment is due on the Date of Issue. The minimum Single
Purchase Payment which may be made is $25,000.

The Company will use the Initial Purchase Payment on the day it is received at
the Home Office to provide accumulation units, the number of which will be based
on that day's value of such units.

17. ADDITIONAL PURCHASE PAYMENT OPTION

Additional Purchase Payments may be made at the option of the Owner at any time
up to the Maturity Date.

The Company will use the Additional Purchase Payment on the day it is received
at the Home Office to provide accumulation units, the number of which will be
based on that day's value of such units.

SEPARATE ACCOUNT

18. GENERAL

The Separate Account is a segregated investment account maintained by the
Company. A part of the assets of the Separate Account have been allocated for
this and certain other Contracts. The assets of the Separate Account are held
apart from the assets of the Company. Charges against these assets do not arise
out of any other business of the Company.

19. INVESTMENTS OF THE SEPARATE ACCOUNT

The assets of the Separate Account will be invested in shares of the mutual fund
shown on page 3 ("Fund"). The Fund is registered under the Investment Company
Act of 1940, as amended (the "Act").

The assets of each subaccount will be invested, as requested in the application
or as later requested in writing, in shares of the corresponding series of the
Fund shown on page 3. The assets may be allocated among at least one but not
more than five subaccounts. The Owner can change the allocation among the
subaccounts by furnishing notice to the Home Office. The change will take effect
when the Company receives this notice.

The Company may, in its discretion, invest the assets in shares of any other
fund or investment allowed by law.

All distributions from the Fund will be reinvested and kept as assets. When
needed to pay for surrenders, shares of the Fund held by the Separate Account
will be redeemed at net asset value.

20. ACCUMULATION UNITS

This Contract will be credited with the number of Accumulation Units of each
subaccount of the Separate Account bought by

<PAGE>

the amount of the Purchase Payment allocated to each subaccount of the Separate
Account.

This Contract will also be credited with the number of Accumulation Units of
each subaccount of the Separate Account bought by the amount of any Additional
Purchase Payment allocated to each subaccount of the Separate Account.

21A. CHARGES AGAINST THE SEPARATE ACCOUNT

The Company deducts an amount equal on a yearly basis to 1.4% of the daily net
asset value of each subaccount comprised of 1.25% to pay it for taking on
mortality and expense risks and .15% for taking on expenses related to
administration of the Contract.

21B. CONTRACT MAINTENANCE CHARGE

On the last business day of each Contract Year or on the date of surrender of
this Contract, if earlier, the Company will deduct a $30.00 Contract Maintenance
Charge from the Accumulated Value but in no case will this charge exceed 2% of
such value. It will be charged against the Accumulated Value by proportionately
reducing the number of Accumulation Units held on that date with respect to each
active subaccount of the Separate Account.

22. NET INVESTMENT FACTOR

The net investment factor for a subaccount of the Separate Account for any
Valuation Period is obtained by dividing (a) by (b) and subtracting (c) from the
result, where:

(a) is the result of:

(1) the net asset value per share of the
series of the Fund at the end of
the current Valuation Period, plus:

(2) the per share amount of any dividend
or capital gains distributions
made by the series of the Fund during
the current Valuation Period,
plus or minus:

(3) a per share charge or credit for any
taxes reserved for.

(b) is the result of:

(1) the net asset value per share of the
series of the Fund as of the end of the
preceding Valuation Period, plus or minus:

(2) the per share charge or credit for
any taxes reserved for the preceding
Valuation Period.

23. VALUATION OF ASSETS

Fund shares held in the Separate Account will be valued at their net asset
value. Other assets will be valued at fair market value.

24. ACCUMULATION UNIT VALUE

The value of an Accumulation Unit was set at $10.00 on the Unit Effective Date.
The value for a later period is obtained by multiplying the unit value at the
start of the period by the Net Investment Factor for the period from its start
to its end. The unit value may rise or fall based on investment results.

25. ANNUITY UNIT VALUE

The value of an Annuity Unit was set at $10.00 on the Unit Effective Date. The
value for a later period is obtained by first multiplying the unit value at the
start of the period by the Net Investment Factor for the period from its start
to its end and then multiplying the result by a factor which offsets the effect
of the assumed interest rate of 3.5% per year built into the table used in the
Contract.

BENEFITS

26. MATURITY DATE

Annuity payments will start on the Maturity Date shown on page 3. On written
request, it may be changed. But it will not be deferred beyond the Contract
Anniversary on which the attained age of the Annuitant is 90.

27. CHOICE OF ANNUITY OPTION

A choice of Annuity Option should be made by the Owner at least 30 days before
the Maturity Date.

If a choice is not made on time, payments will start on the Maturity Date on a
Variable Annuity basis with the Annuity Option as 10 years certain or life.

Once payments start, no further choice is allowed.

28. AMOUNT OF FIRST ANNUITY PAYMENT

Seven (7) days before the Maturity Date, any premium taxes not yet deducted will
be deducted from the Accumulated Value to determine the Net Accumulated Value.
Such value will then be applied to the proper Annuity Table on page 10 or 11 to
determine the amount of the first monthly annuity payment.

<PAGE>

The amount of each payment depends on the sex and adjusted age of the Annuitant
and Joint Annuitant, if any, at the Maturity Date. The adjusted age is
determined at the time the first payment is due. For a payee born prior to 1900,
the adjusted age is the actual age. For a payee born 1900 or later, the adjusted
age is the actual age minus four years and also minus one year for each
completed five years during the period from 1900 to the payee's year of birth.

The Company may, at its option, credit interest above the 3.5% per year rate
built into the tables used in this Contract.

29. ALLOCATION OF ANNUITY

When the Owner makes a choice as to annuity option, he or she will also choose
between a Fixed Annuity, a Variable Annuity or any combination of the two. If a
choice is not made at least 30 days before the Maturity Date, as stated in
Section 27, payments will be made on a Variable Annuity basis.

30. VARIABLE ANNUITY

A Variable Annuity is one with payments which vary as to dollar amount through
the annuity period based on the investment results of the Separate Account. The
method by which the amount of the first monthly payment is determined is shown
in Section 28.

Each payment for any due date after the first will be determined by multiplying
the Annuity Unit Value on the date seven days prior to the date on which the
payment is due by a constant number of Annuity Units. The payment may be less
than or greater than the preceding payment.

The constant number of Units is determined by dividing the dollar amount of the
first payment by the then current value of an Annuity Unit on the date the first
payment is due.

The Company guarantees that the dollar amount of each payment after the first
will not be affected by variations in mortality or expense experience from the
mortality and expense assumptions on which the first payment is based.

31. FIXED ANNUITY

A Fixed Annuity is one with payments which stay fixed as to dollar amount
through the annuity period. The method by which the amount of the first monthly
payment is determined is shown in Section 28. Later payments will not be less
than the first but a later payment may be more than the first if the Company
credits interest above the rate built into the tables.

32. ADJUSTMENT OF MONTHLY PAYMENT

If the Net Accumulated Value on the Maturity Date is less than $2,000, the
Company shall have the right to pay such value in one sum in lieu of payments
otherwise provided for. If the Net Accumulated Value is not less than $2,000 but
either the Variable Annuity or the Fixed Annuity Payments provided for would be
or become less than $20, the Company shall have the right to change the
frequency of payment to such intervals as will result in payments of at least
$20.

33. MORE FAVORABLE PAYMENT OPTION

At the time fixed annuity payments begin, the single premium fixed annuity rates
then in use by the Company will be used if they provide a payment amount to the
payee greater than that shown in the table on page 10 or 11. Each $1,000 of cash
value shall be considered to be $1,030 for the purpose of using the single
premium annuity rates.

34. ELECTION OF ANNUITY OPTIONS

The owner may elect to have annuity payments made under any one of the Annuity
Options described below or in any other manner agreeable to the Company. Any
such election shall be made in writing to the Company at its Home Office at
least 30 days before the Maturity Date. The election may be changed in the same
manner at any time prior to the surrender of this Contract. If the amount of
payments for different guaranteed periods are the same at any given age, the
Company will deem the longer period certain to have been chosen.

OPTION 1 - LIFE ANNUITY - An annuity payable monthly during the lifetime of the
Annuitant, ceasing with the last payment due prior to his or her death.

OPTION 2A - JOINT AND SURVIVOR LIFE ANNUITY - an annuity payable monthly during
the joint lifetime of the Annuitant and the Joint Annuitant and continuing,
after the death of either, during the lifetime of the survivor, ceasing with the
last payment due prior to the death of the survivor.

OPTION 2B - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY - An annuity payable
monthly during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing, after the death of either, during the lifetime of the survivor with
two-thirds payments, ceasing with the last payment due prior to the death of the
survivor.

<PAGE>

OPTION 2C - JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY - An annuity payable
monthly during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing, after the death of either, during the lifetime of the survivor with
one-half payments, ceasing with the last payment due prior to the death of the
survivor.

OPTION 3 - LIFE ANNUITY WITH 60, 120 OR 240 MONTHLY PAYMENTS GUARANTEED - An
annuity payable monthly during the lifetime of the Annuitant, with the guarantee
that if, at his or her death, payments have been made for less than 60, 120 or
240 monthly period, as elected, any guaranteed annuity payments will be
continued during the remainder of the selected period to the Beneficiary.

OPTION 4 - UNIT REFUND LIFE ANNUITY - An annuity payable monthly during the
lifetime of the Annuitant, with the last payment due prior to his or her death,
provided further that, at such death, the Beneficiary will receive an additional
payment of the then dollar value of the number of Annuity Units equal to the
excess, if any, of (a) over (b) where (a) is the total amount applied under the
option divided by the Annuity Unit Value at the Maturity Date and (b) is the
product of the number of Annuity Units represented by each payment and the
number of payments made.

When this option is applied as a Fixed Annuity (a) shall be the Accumulated
Value applied at the Maturity Date to the Fixed Annuity, (b) shall be the sum of
all Fixed Annuity Payments made.

35. DEATH OF ANNUITANT

On receipt of due proof of the death of the Annuitant before Annuity Payments
have begun, the Company will pay the Death Benefit to the Beneficiary as of the
day on which such due proof is received by the Company. The Death Benefit will
be the greatest of the following amounts:

(a)The Accumulated Value on the date of receipt
of Due Proof of Death at the Home Office
of the Company;

(b)The Accumulated Value on the Specified Contract
Anniversary immediately preceding the date of
death, increased by the dollar amount of any
purchase payments made and reduced by the dollar
amount of any partial withdrawals since the
immediately preceding Specified Contract
Anniversary;

(c)100% of all purchase payments made under the
Contract, reduced by the dollar amount of any
partial withdrawals since the Date of Issue.

The Specified Contract Anniversary is every seventh contract anniversary (i.e.
7th, 14th, 21st, etc.)

If the Annuitant and the Owner are one in the same at the time of the
Annuitant's death and the proceeds are payable to (or for the

<PAGE>

benefit of) the Annuitant's surviving spouse, such spouse shall have the right
to become the Annuitant under the contract. If the Annuitant dies at a time when
the Owner of the contract is not an individual, the Annuitant will be considered
to be the Owner for the purpose of this section.

On receipt of due proof of death of the Annuitant after Annuity Payments have
begun under an Annuity Option, if any payments remain under the Option they will
be paid to the Beneficiary as provided by the Option.

Unless otherwise provided in the Beneficiary designation, if no Beneficiary
survives the Annuitant, the proceeds will be paid in one sum to the Owner, if
living; otherwise, to the Owner's estate.

36. DEATH OF OWNER

The purpose of this Section is to qualify this Contract as an annuity contract
in accordance with Section 72(s) of the Internal Revenue Code of 1986, as
amended ("Code"). Its provisions shall apply notwithstanding any other
provisions of the Contract in conflict therewith.

In the event any Owner of this Contract who is not the Annuitant dies on or
after the Maturity Date and before the entire interest in the Contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the Annuity Option in effect as of the Date of the Owner's
death.

In the event any Owner of this Contract who is not the Annuitant dies prior to
the Maturity Date, the entire interest of that Owner in this Contract shall be
distributed to the Beneficiary within five years after the Owner's death, or
distributed under an Annuity Option providing for annuity payments over the life
of such Beneficiary or over a period not extending beyond the life expectancy of
such Beneficiary (in accordance with the regulations the Secretary of the
Treasury may prescribe), if such payments begin within one year after the date
of the Owner's death or such later date as the Secretary of the Treasury may
prescribe by regulations. In addition, if any portion of the Owner's interest in
this Contract is payable to (or for the benefit of) the Owner's surviving
spouse, that spouse shall be deemed to have been designated by the Owner as a
"designated beneficiary" for purpose of Section 72(s) of the Code, and shall be
treated as the Owner, and no distributions described hereinabove shall be
required, with respect to that portion of the Contract payable to (or for the
benefit of) such spouse. If the Owner who dies is the one named in the original
application for this Contract, the entire interest of that Owner in this
Contract will be the same as if the Owner had been the Annuitant; if the Owner
who dies is not the one named in the original application for this Contract, the
entire interest of that Owner shall be the Accumulated Value of this Contract.

37. SURRENDER OPTION

The Owner may turn this Contract in for its Surrender Value effective on the
date on which the request in writing is received at the Home Office. The value
will be the Accumulated Value on that date less (a) a Contingent Deferred Sales
Charge, if any, (b) the Contract Maintenance Charge and (c) any applicable
premium taxes not previously deducted.

Any cash payment will be mailed within 7 days after receipt of a proper request;
but the Company may be allowed to defer the payment under the Investment Company
Act of 1940 as it is in effect at that time. The Surrender Option is not
available after the Maturity Date.

38. WITHDRAWAL OPTION /
WITHDRAWAL PRIVILEGE

The Owner may withdraw a part of the Surrender Value of this Contract effective
on the date on which the request in writing is received at the Home Office at
any time prior to the Maturity Date provided the Surrender Value remaining after
the surrender is at least equal to the Company's minimum amount rules then in
effect. If the remaining Surrender Value following such surrender is less than
the Company's minimum amount rules, the Company will terminate the contract and
pay the Surrender Value.

If applicable, a Contingent Deferred Sales Charge will be assessed against any
Accumulated Value surrendered. However, on a noncumulative basis, the Owner may
make partial surrenders during any Contract Year prior to the Maturity Date, up
to the Annual Withdrawal Privilege Amount of 10% of Purchase Payments and the
Contingent Deferred Sales Charge will not be assessed against such amounts.

Any Withdrawal Privilege Amount surrenders will be deemed to be from Accumulated
Values other than purchase payments. Surrender of Accumulated Values in excess
of the Withdrawal Privilege Amount and additional surrenders made in any
Contract Year will be subject to the Contingent Deferred Sales Charge, if
applicable.

39. CONTINGENT DEFERRED SALES CHARGE

A Contingent Deferred Sales Charge may be assessed against the Accumulated Value
when surrendered. The length of time from receipt of the purchase payment to the
time of surrender determines the charge. For this purpose, Purchase Payments
will be deemed to be surrendered in the order in which they were received and
all surrenders will be first from Purchase Payments and then from other contract
values. This charge is a percentage of the amount withdrawn (not to exceed the
aggregate amount of the Purchase Payments made) and equals:

Length of time from
Contingent Deferred Purchase Payment
Sales Charge (Number of years)
------------ -----------------
7% Less than 1
6% 1 - 2
5% 2 - 3
4% 3 - 4
3% 4 - 5
2% 5 - 6
1% 6 - 7
None More than 7

No Contingent Deferred Sales Charges will be assessed in the event of the death
of the Annuitant or the Owner (as applicable), or if contract values are applied
to an annuity option provided for under this contract or upon the exercise of
the Withdrawal Privilege.

BENEFICIARY

40. BENEFICIARY DESIGNATION

The Beneficiary will be as named in the application for this Contract unless the
designation has been changed by the Owner.

41. BENEFICIARY CHANGE

The Owner may change the designation while the Annuitant is alive unless
otherwise provided in the previous designation.

A change may be made by filing a written request with the Home Office. The
request must be in a form acceptable to the Company. The Company may require
this Contract for endorsement of a change.

42. DEATH OF BENEFICIARY

Unless otherwise provided, if any Beneficiary dies before the Annuitant, his or
her interest will pass to any other Beneficiaries according to their respective
interests.

If the Beneficiary dies while receiving any remaining Annuity Payments due after
the death of the Annuitant, the value of the remainder of such Annuity Payments
will be paid in one sum to the Beneficiary's estate.

<PAGE>

ANNUITY TABLES

DOLLAR AMOUNT OF THE MONTHLY ANNUITY PAYMENT WHICH
IS PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTION 1,3 AND 4 - SINGLE LIFE ANNUITIES

Monthly Payments Guaranteed

<TABLE>
<CAPTION>
Unit
Refund

Adjusted Age None 60 120 240
Male Female Option 1 Option 3 Option 3 Option 3 Option 3 Option 4
<S> <C> <C> <C> <C> <C> <C>
50 54 $4.74 $4.73 $4.69 $4.52 $4.53
51 55 4.84 4.82 4.78 4.58 4.60
52 56 4.94 4.92 4.87 4.65 4.67
53 57 5.04 5.03 4.97 4.71 4.75
54 58 5.16 5.14 5.07 4.78 4.84

55 59 5.28 5.25 5.18 4.85 4.93
56 60 5.40 5.38 5.29 4.91 5.02
57 61 5.54 5.51 5.41 4.98 5.12
58 62 5.69 5.65 5.53 5.05 5.22
59 63 5.84 5.80 5.66 5.11 5.32

60 64 6.01 5.95 5.79 5.18 5.44
61 65 6.18 6.12 5.94 5.24 5.56
62 66 6.37 6.30 6.08 5.30 5.68
63 67 6.57 6.49 6.24 5.36 5.82
64 68 6.79 6.69 6.40 5.41 5.96

65 69 7.02 6.91 6.57 5.46 6.10
66 70 7.27 7.14 6.74 5.51 6.26
67 71 7.54 7.38 6.91 5.55 6.43
68 72 7.83 7.64 7.10 5.59 6.60
69 73 8.14 7.91 7.28 5.62 6.78

70 74 8.48 8.20 7.47 5.65 6.98
71 75 8.84 8.51 7.66 5.68 7.19
72 76 9.23 8.84 7.85 5.70 7.41
73 77 9.65 9.18 8.04 5.71 7.65
74 78 10.11 9.55 8.23 5.72 7.89
75 79 10.61 9.93 8.41 5.73 8.16

<CAPTION>
OPTION 2a - JOINT AND SURVIVOR LIFE ANNUITY

Adjusted Age
of Joint
Annuitant Adjusted Age of Annuitant

Male 51 Male 56 Male 58 Male 61
Male Female Female 55 Female 60 Female 62 Female 65
<S> <C> <C> <C> <C> <C>

50 54 $4.21 $4.35 $4.40 $4.47
55 59 4.37 4.58 4.66 4.78
57 61 4.43 4.67 4.77 4.90
60 64 4.51 4.80 4.92 5.00
62 66 4.55 4.88 5.01 5.22
65 69 4.62 4.99 5.15 5.39
70 74 4.70 5.14 5.34 5.65

<CAPTION>
OPTION 2a - JOINT AND SURVIVOR LIFE ANNUITY - Cont'd
Adjusted Age
of Joint
Annuitant Adjusted Age of Annuitant

Male 63 Male 66 Male 71
Male Female Female 67 Female 70 Female 75
<S> <C> <C> <C> <C>

50 54 $4.51 $4.57 $4.64
55 59 4.85 4.94 5.07
57 61 4.99 5.10 5.26
60 64 5.20 5.36 5.59
62 66 5.35 5.54 5.82
65 69 5.56 5.81 6.19
70 74 5.88 6.23 6.83
</TABLE>

The dollar amount of the monthly annuity payments for any age or combination of
ages not shown in the above tables will be calculated on the same basis as the
monthly annuity payments for those shown and may be obtained from the Company.

<PAGE>

OPTION 2b - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY

Adjusted Age
of Joint
Annuitant Adjusted Age of Annuitant

Male 51 Male 56 Male 58 Male 61
Male Female Female 55 Female 60 Female 62 Female 65
<S> <C> <C> <C> <C> <C>

50 54 $4.58 $4.79 $4.89 $5.03
55 59 4.80 5.06 5.17 5.35
57 61 4.89 5.18 5.30 5.49
60 64 5.04 5.36 5.50 5.72
62 66 5.14 5.48 5.64 5.88
65 69 5.30 5.68 5.85 6.13
70 74 5.58 6.03 6.23 6.57

OPTION 2b - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY

Adjusted Age
of Joint
Annuitant Adjusted Age of Annuitant

Male 63 Male 66 Male 71
Male Female Female 67 Female 70 Female 75
<S> <C> <C> <C> <C>

50 54 $5.13 $5.29 $5.56
55 59 5.47 5.67 6.00
57 61 5.63 5.84 6.20
60 64 5.87 6.12 6.54
62 66 6.05 6.32 6.79
65 69 6.32 6.64 7.19
70 74 6.82 7.21 7.95

OPTION 2c - JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY

Adjusted Age
of Joint
Annuitant Adjusted Age of Annuitant

Male 51 Male 56 Male 58 Male 61
Male Female Female 55 Female 60 Female 62 Female 65
<S> <C> <C> <C> <C> <C>

50 54 $4.79 $5.05 $5.17 $5.37
55 59 5.05 5.34 5.47 5.69
57 61 5.17 5.47 5.61 5.84
60 64 5.36 5.69 5.84 6.09
62 66 5.50 5.85 6.01 6.28
65 69 5.73 6.11 6.28 6.58
70 74 6.16 6.60 6.81 7.15
</TABLE>

Adjusted Age
of Joint
Annuitant Adjusted Age of Annuitant

Male 63 Male 66 Male 71
Male Female Female 67 Female 70 Female 75

50 54 $5.51 $5.74 $6.17
55 59 5.85 6.12 6.61
57 61 6.01 6.29 6.81
60 64 6.28 6.58 7.15
62 66 6.47 6.79 7.41
65 69 6.79 7.15 7.83
70 74 7.41 7.83 8.66

<PAGE>

VARIABLE
ANNUITY
CONTRACT

Single Payment Deferred Variable Annuity

With Additional Purchase Payment Option

Accumulation of Values on a Variable Basis

Annuity Payment Options on Variable or
Fixed Basis

Non-Participating

If you have any questions concerning this Contract or if anyone suggests that
you change or replace this Contract, please contact your First Investors Life
agent or the Home Office of the Company.

FIL FIRST INVESTORS
LIFE INSURANCE COMPANY
95 Wall Street / New York, N.Y. 10005

VAA

APPLICATION FOR VARIABLE ANNUITY IN
FIRST INVESTORS LIFE INSURANCE COMPANY
NEW YORK, N.Y.

- --------------------------------------------------------------------------------
1. Name of Proposed Annuitant

First Middle Last

- --------------------------------------------------------------------------------
2. Date of Birth

Month Day Year

- --------------------------------------------------------------------------------
3.
Sex: [__] Male [__] Female

- --------------------------------------------------------------------------------
4. Residence Address No. of Years __________

Street and No. __________________________________

City _______________ State ______ Zip Code ______

Social Security
Number: [__][__][__] [__][__] [__][__][__][__]

- --------------------------------------------------------------------------------
5. Annuity Applied For:
First Investors Life Variable Annuity Fund ______
Purchase Payment $ ______________ Check if IRA [__]

- --------------------------------------------------------------------------------
6. Will the proposed Contract replace any existing life insurance
or annuity contracts? Yes [__] No [__]
(If "Yes," list company, plan, year issued in Remarks)

- --------------------------------------------------------------------------------
7. Primary Beneficiary (Full Name) and Relationship

Contingent Beneficiary, if any, and Relationship

Except as otherwise directed: (A) the proceeds are to be divided
equally among all surviving persons who are named as Primary
Beneficiary, but if none survive, equally among all surviving persons
who are named as Contingent Beneficiary and (B) the right to change the
beneficiary is reserved.

- --------------------------------------------------------------------------------
8a. Proposed Annuitant will be Owner of Contract unless otherwise
indicated below.

Name of Owner: First Middle Last

- --------------------------------------------------------------------------------
8b. Owner Date of Birth: Month___ Day___ Year___

Residence Add:
Street and No. _______________________________________

City _______________ State ______ Zip Code _______________

Relationship _____________________________________________

Social Security
Number: [__][__][__] [__][__] [__][__][__][__]

- --------------------------------------------------------------------------------
9. Maturity Date: [__] Contract Anniversary Age [90]

[__] Other ___________________

Cannot be deferred beyond first Contract anniversary following
Annuitant's 90th birthday.

- --------------------------------------------------------------------------------
10. Select the Subaccounts and the percentage of payment to be
allocated to each:

Subaccount %

Up to 5 Subaccounts __________ _____
can be selected __________ _____
__________ _____
__________ _____
__________ _____

Each % must be a whole
number not less than 10% __________ _____

- --------------------------------------------------------------------------------
11. Remarks (Include any special instructions)

- --------------------------------------------------------------------------------
THE CONTRACT APPLIED FOR SHALL NOT BECOME EFFECTIVE UNTIL THIS APPLICATION HAS
BEEN ACCEPTED BY THE COMPANY AT ITS HOME OFFICE. THIS APPLICATION WILL NOT BE
ACCEPTED UNLESS THE OWNER HAS RECEIVED THE PROSPECTUS OF THE UNDERLYING MUTUAL
FUND AND THE PROSPECTUS OF THE FIRST INVESTORS LIFE INSURANCE COMPANY VARIABLE
ANNUITY FUND. MONEY TRANSMITTED TO THE COMPANY WITH THIS APPLICATION SHALL NOT
BE APPLIED UNDER THE CONTRACT UNTIL THIS APPLICATION HAS BEEN ACCEPTED IN THE
MANNER PRESCRIBED ABOVE.

Receipt of a current prospectus describing the sales charges and the variable
annuity contract issued by First Investors Life Insurance Company and a current
prospectus of the underlying mutual fund which describes the pertinent data
concerning the fund, is acknowledged.

$_______ received with application and receipt given.

THE CONTRACTUAL PAYMENTS OR VALUES UNDER THE VARIABLE ANNUITY PROVISIONS OF THE
CONTRACT BEING APPLIED FOR ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNTS. THE ACCUMULATION VALUES UNDER THE VARIABLE ACCUMULATION
PROVISIONS OF THE CONTRACT BEING APPLIED FOR ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNTS.

Dated at ____________________________ this _______ day of ________ 19__
City State

Signature of
Witness _________________________ Proposed Annuitant ____________________

Signature of Owner ____________________
(If other than Proposed Annuitant)

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

ALL PURCHASE PAYMENT CHECKS MUST BE MADE PAYABLE TO THE
INSURANCE COMPANY DO NOT MAKE CHECK PAYABLE TO THE AGENT
OR LEAVE THE PAYEE BLANK.
Receipt to be given when any payment is collected with Application

Received from _____________ the sum of $____ being the first full _____ payment
to purchase an annuity contract on the life of ______________ for which
an Application bearing the same number and date as this receipt is on this day
made to First Investors Life Insurance Company.

(Representative must sign here) _______________________

Dated at _______________________ this ____ day of ________________ 19,__

<PAGE>

- --------------------------------------------------------------------------------
THIS QUESTION MUST BE ANSWERED BY AGENT
To the best of my knowledge, a replacement of life insurance or an annuity
is [__] [__] is not involved in this transaction.
- --------------------------------------------------------------------------------

Commissions will be paid only to the agent whose signature appears below. If
there are two agents, both must sign.

__________________ _____________ __________ ____ _______ __________
Signature of Agent Name of Agent Ident. No. Manager Ident. No.

DECLARATION OF INTENTION AND CHARTER

FIRST INVESTORS LIFE INSURANCE COMPANY

(Pursuant to Section 48 of the New York Insurance Law)

D E C L A R A T I O N

We, the undersigned, all being natural persons of full age, and at
least two thirds of us citizens of the United States, and at least three of us
residents of the State of New York, do hereby declare our intention to form a
stock corporation for the purpose of doing the kinds of insurance business
authorized by Paragraphs "1", "2" and "3" respectively of Section 46 of the
Insurance Law of the State of New York to the extent permitted by the Charter
and for that purpose do adopt the following:

<PAGE>

C H A R T E R

FIRST INVESTORS LIFE INSURANCE COMPANY

ARTICLE I

The name of this corporation shall be FIRST INVESTORS LIFE INSURANCE
COMPANY.

ARTICLE II

The place where this Corporation shall be located and where it shall
have its principal office and place of business shall be in the City of New
York, County of New York, and State of New York, and it shall have power to
conduct its business wherever authorized by law. It shall have power by its
Board of Directors to establish and maintain other and subordinate offices in
this State and in other states, territories and countries.

ARTICLE III

The kinds of insurance or other business to be transacted by the
Corporation shall be the following:

A. Those kinds of insurance specified in Paragraphs "1", "2" and "3" of
Section 46 of the Insurance Law of the State of New York, as now or hereafter
amended, as follows:

1. "Life Insurance", meaning every insurance upon the lives of human
beings and every insurance appertaining thereto. The business of life insurance
shall be deemed to include the granting of endowment benefits; additional
benefits in the event of death by accident or accidental means; additional
benefits operating to safeguard the contract from lapse, or to provide a special
surrender value, in the event of total and permanent disability of the insured;
and optional modes of settlement of proceeds.

2. "Annuities", meaning all agreements to make periodical payments
where the making or continuance of all or of some of a series of such payments,
or the amount of any such payment, is dependent upon the continuance of human
life, except payments made under the authority of paragraph one.

Any such agreement made in connection with a qualified
pension, profit-sharing or annuity plan may provide that any amounts paid to the
insurer to provide annuities shall be allocated by the insurer to one or more
separate accounts.

3. "Accident and health insurance", meaning (a) Insurance

<PAGE>

against death or personal injury by accident or by any specified kind or kinds
of accident and insurance against sickness, ailment or bodily injury, including
insurance providing disability benefits pursuant to article nine of the
workmen's compensation law, except as specified in subparagraph (b) following;
and (b) Non-cancellable disability resulting from sickness, ailment or bodily
injury, (but not including insurance solely against accidental injury) under any
contract which does not give the insurer the option to cancel or otherwise
terminate the contract at or after one year from its effective date or renewal
date.

B. The cession of reinsurance of any or all risks taken by this
Corporation and the assumption of reinsurance risks taken by other companies to
the extent permitted by law.

C. Such other kind or kinds of business as are necessarily or properly
incidental to the kind or kinds of business which this Corporation is authorized
to transact under A and B above.

ARTICLE IV

The mode and manner in which the corporate powers of this Corporation
shall be exercised are through a Board of Directors and by such committees,
officers and agents as said Board of Directors may appoint or elect.

ARTICLE V

The number of the Directors of this Corporation shall be not less than
thirteen (13) nor more than twenty-one (21) persons, a majority of whom at all
times shall be citizens and residents of the State of New York or of adjoining
states and not less than three of whom shall be residents of the State of New
York. The number of its directors shall be determined by the By-Laws of this
Corporation but shall in no event be less than thirteen (13).
The Directors of the Corporation need not be stockholders of the
Corporation and each shall be elected at the annual meeting of stockholders of
the Corporation by plurality of the whole number of shares voted at the meeting.
Each director so elected shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified.

Vacancies occurring in the Board of Directors in the intervals between
annual meetings of stockholders shall be filled by a majority vote of the
remaining Directors in office at a special meeting called for that purpose or at
a regular meeting of the Board.

Officers of the Corporation shall be elected annually at an
organization meeting of the Board of Directors, notice of which need not be
given, to be held annually immediately after the election of directors or at any
other meeting, duly held, whenever a vacancy in any office shall occur.

<PAGE>

ARTICLE VI

The names and post office residence addresses of the Directors who
shall serve until the first annual meeting of this Corporation are:

Name Address
- ---- -------
Arthur K. Atkinson, Sr. Apt. 13D Frontenao
40 North Kingshighway
St. Louis 8, Missouri

John D. Case Timberland Lane
Old Brookville, New York

Harold M. Cole Union League Club
38 E. 37th St.
New York, New York

Edward B. Conway Bobolink Lane
Greenwich, Conn.

David D. Grayson 7 Melby Lane
East Hills, New York

Glenn O. Head 30 Winding Way
Madison, New Jersey

Harold Holden 25 Locust Lane
Mt. Vernon, N.Y.

Berkeley D. Johnson 33 Paddington Road
Scarsdale, N.Y.

John H. Kostmayer 536 E. 85 St.
New York 28, New York

Michael Marchese 68 Fair Hill Drive
Long Meadow, Mass.

John A. Onsa Parktowne Place
Apt. 1614 North
Philadelphia 30, PA.

Rowland A. Robbins 655 Park Ave.
New York 21, New York

William E. Robinson Dairy Road
Greenwich, Connecticut

<PAGE>

ARTICLE VII

The duration of the Corporation shall be perpetual.

ARTICLE VIII

The amount of the capital stock of the Corporation shall be FIVE
HUNDRED THOUSAND ($500,000) Dollars, consisting of TWO HUNDRED FIFTY THOUSAND
(250,000) shares of capital stock of the par value of TWO ($2.00) Dollars each.

ARTICLE IX

Unless otherwise determined by the Board of Directors, no holder of any
stock of the Corporation whether now or hereafter authorized or issued, shall,
as such holder, have any right to purchase or subscribe for any new or
additional issue of (1) shares of stock, or of any option or options, or other
instrument or instruments, that shall confer upon the holder or holders thereof
the right to subscribe for or to purchase or receive from the Corporation any
shares of its stock, whether now or hereafter authorized, or (2) of any
obligations which may be convertible into or exchangeable for any shares of
stock of the Corporation, or to which shall be attached or appurtenant any
option or options, or other instrument or instruments, that shall confer upon
the holder or holders of such obligation, option or instrument the right to
subscribe for, or to purchase or receive from the Corporation, any shares of its
stock; and all such rights are waived by each such holder of the stock of the
Corporation.

ARTICLE X

The annual meeting of stockholders shall be held on the third Monday of
April in each and every year, and if that day be a legal holiday, then on the
next succeeding business day.

Notice of the time and place of such meeting shall be given as
prescribed in the By-Laws and as required by law, including notice to the
Superintendent of Insurance of the State of New York to the extent required by
law.

Holders of record of a majority of the shares of capital stock issued
and outstanding, represented in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of stockholders, except as
otherwise provided by law. In the absence of a quorum, the stockholders
attending or represented at the time and place for which a meeting shall have
been called, or any officer entitled to preside or act as secretary at such
meeting, may adjourn the meeting from time to time, without notice other than by
announcement at the meeting, until holders of the number of shares of stock
requisite to constitute a quorum shall attend.

<PAGE>

At stockholders' meetings each stockholder shall be entitled to one
vote, either in person or by proxy, for each share of stock held by him.

The Board of Directors may fix a day, not more than forty (40) days
prior to the day of holding any meeting of the stockholders as the day as of
which stockholders entitled to notice of and to vote at such meeting shall be
determined, and only stockholders of record on such day shall be entitled to
notice of or to vote at such meeting.

ARTICLE XI

The Board of Directors shall have power to appoint from among their
number an Executive Committee which, to the extent provided by the By-Laws and
permitted by law, shall exercise the powers of the Board of Directors in the
management of the property and affairs of the Corporation during the intervals
between the meetings of the Board of Directors.

ARTICLE XII

The Board of Directors may adopt such By-Laws, not inconsistent with
this Charter and the laws of this State, as may be deemed appropriate for the
election and government of the officers of the Corporation and the conduct of
its business and affairs, and the said Board shall have power to alter, amend,
suspend and revoke the same.

ARTICLE XIII

The Corporation may issue both participating policies or contracts and
non-participating policies or contracts, upon receiving a special permit from
the Superintendent of Insurance of the State of New York so to do and in
compliance with and pursuant to the provisions of Section 216 of the Insurance
Law of the State of New York, as amended.

ARTICLE XIV

Each Director and each officer of the Corporation shall be indemnified
by the Corporation against expenses actually and reasonably incurred by him,
including attorneys' fees, in connection with any action, suit or proceeding to
which he may be made a party by reason of his having been a director or officer
of the Corporation (whether or not he continued to be a director or officer at
the time of incurring such expenses) except in relation to matters as to which
he shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duty as such director or
officer. The foregoing right of indemnification shall not be exclusive of any
other right to which he may be entitled as a matter of law.

<PAGE>

IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed
our seals this 10th day of July, 1962.

/S/ John W. Brown

/S/ John D. Case

/S/ Harold M. Cole

/S/ John Confort, Jr.

/S/ Herbert J. Deitz

/S/ David D. Grayson

/S/ John H. Kostmayer

/S/ Arthur J. Marangelo

/S/ Robert D. Murdock

/S/ Joseph M. O'Brien

/S/ Rowland A. Robbins

/S/ George J. Solomon

/S/ John P. Sullivan

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN W. BROWN, to me personally known and known to me
to be the person who executed the foregoing instrument, and he individually duly
acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN D. CASE, to me personally known and known to me
to be the person who executed the foregoing instrument, and he individually duly
acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came HAROLD M. COLE, to me personally known and known to me
to be the person who executed the foregoing instrument, and he individually duly
acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN CONFORT, JR., to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came HERBERT J. DEITZ, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came DAVID D. GRAYSON, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN H. KOSTMAYER, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came ARTHUR J. MARANGELO, to me personally known and known
to me to be the person who executed the foregoing instrument, and he
individually duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came ROBERT D. MURDOCK, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOSEPH M. O'BRIEN, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

<PAGE>

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came ROWLAND A. ROBBINS, to me personally known and known
to me to be the person who executed the foregoing instrument, and he
individually duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came GEORGE J. SOLOMON, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 10th day of July, in the year nineteen hundred and sixty-two,
before me personally came JOHN P. SULLIVAN, to me personally known and known to
me to be the person who executed the foregoing instrument, and he individually
duly acknowledged before me that he executed the same.

/S/ Grace C. Sorensen

Grace C. Sorensen
Notary Public, State of New York

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

FIRST INVESTORS LIFE INSURANCE COMPANY

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW AND
SECTION 53 OF THE INSURANCE LAW

* * * * *

WE, THE UNDERSIGNED, GLENN O. HEAD and RICHARD H. GAEBLER, being
respectively the executive vice-president and the secretary of FIRST INVESTORS
LIFE INSURANCE COMPANY hereby certify:

1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.

2. The Certificate of Incorporation of said corporation was filed
by the Superintendent of Insurance on the 6th day of September, 1962.

3. (a) The Certificate of Incorporation is amended to increase
the capital stock of the corporation from $500,000, consisting of 250,000 shares
of capital stock, par value $2 per share, to $1,310,000, consisting of 655,000
shares of capital stock, par value $2 per share.

(b) To effect the foregoing Article VIII relating to the
capital stock of the corporation is amended to read as follows:

"The amount of the capital stock of the Corporation shall be ONE
MILLION THREE HUNDRED TEN THOUSAND ($1,310,000.00) DOLLARS,
consisting of SIX HUNDRED FIFTY-FIVE THOUSAND (655,000) shares of
capital stock of the par value of TWO ($2.00) DOLLARS each."

<PAGE>

4. The amendment was authorized by vote of First Investors
Corporation, the sole shareholder of First Investors Life Insurance Company, at
a meeting held January 21, 1965 upon notice pursuant to Section 605 of the
Business Corporation Law of the State of New York.

IN WITNESS WHEREOF, we have signed this certificate on the 21st
day of January, 1965.

/S/ Glenn O. Head
---------------------
Glenn O. Head
Executive Vice President

/S/ Richard H. Gaebler
---------------------
Richard H. Gaebler
Secretary

STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )

GLENN O. HEAD, being first duly sworn, deposes and says that he
is the Executive Vice President of First Investors Life Insurance Company, tht
he has read the foregoing certificate and knows the contents thereof and that
the statements therein contained are true.

/S/ Glenn O. Head
---------------------

Sworn to before me this 21st day of January, 1965.

/S/ Peter F. Huemme, Jr.
- ------------------------
Peter F. Huemme, Jr.
Notary Public, State of New York

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

FIRST INVESTORS LIFE INSURANCE COMPANY

UNDER SECTION 805 OF THE BUSINESS
CORPORATION LAW AND SECTION 53 OF
THE INSURANCE LAW

* * * * * * * * * * * *

WE, THE UNDERSIGNED, RICHARD H. GAEBLER and GRACE C. SORENSEN, being
respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE
COMPANY hereby certify:

1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.

2. The Certificate of Incorporation of said corporation was filed by
the Superintendent of Insurance on the 6th day of September, 1962 and a
Certificate of Amendment thereto was filed by the Superintendent of Insurance on
the 9th day of April, 1965.

3. The amendment to the Certificate of Incorporation effected by this
Certificate is as follows: The first and second paragraphs of Article X of the
Certificate of Incorporation, relating to the Annual Meeting of Stockholders,
are hereby amended so that the first paragraph is deleted and the second
paragraph is amended to read as follows:

"Notice of the time and place of the Annual Meeting
of Stockholders shall be given as prescribed in the
By-Laws and as required by law, including notice to
the Superintendent of Insurance of the State of New
York to the extent required by law."

4. The amendment was authorized by vote of the shareholders of First
Investors Life Insurance Company at a meeting held June 4, 1974 upon notice
pursuant to Section 605 of the Business Corporation Law of the State of New
York.

<PAGE>

IN WITNESS WHEREOF, we have signed this certificate on the 1st day of
October, 1974.

/s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President

/s/ Grace C. Sorensen
----------------------
Grace C. Sorensen
Secretary

STATE OF NEW YORK )
:
COUNTY OF NEW YORK )

RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the
President of First Investors Life Insurance Company, that he has read the
foregoing certificate and knows the contents thereof and that the statements
therein contained are true.

/s/ Richard H. Gaebler
----------------------

Sworn to before me this
1st day of October, 1974

/s/ Winifred M. Veracka
- -----------------------
Winifred M. Veracka
Notary Public State of New York

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION
OF
FIRST INVESTORS LIFE INSURANCE COMPANY

UNDER SECTION 805 OF THE BUSINESS
CORPORATION LAW AND SECTION 53 OF
THE INSURANCE LAW

* * * * * * * * * * * * * * * *

WE, THE UNDERSIGNED, RICHARD H. GAEBLER and ANDREW J. DONOHUE, being
respectively the President and the Secretary of FIRST INVESTORS LIFE INSURANCE
COMPANY hereby certify:

1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.

2. The Certificate of Incorporation of said corporation was filed by
the Superintendent of Insurance on the 6th day of September, 1962 and
Certificates of Amendment thereto were filed by the Superintendent of Insurance
on the 9th day of April, 1965 and the 4th day of November, 1974.

3. (a) In accordance with the "Plan for Acquisition of Minority
Interests in First Investors Life Insurance Company" approved by the New York
Insurance Department on April 1, 1982, the Certificate of Incorporation is
amended to decrease the capital stock of the corporation from $1,130,000,
consisting of 655,000 shares of capital stock with a par value of $2 per share,
to $1,068,700, consisting of 534,350 shares of capital stock with a par value of
$2 per share.

(b) To effect the foregoing, Article VIII relating to the capital
stock of the corporation is amended to read as follows:

"The amount of capital stock of the Corporation shall be ONE
MILLION SIXTY EIGHT THOUSAND SEVEN HUNDRED ($1,068,700.00)
DOLLARS, consisting of FIVE HUNDRED THIRTY FOUR THOUSAND THREE
HUNDRED FIFTY (534,350) shares of capital stock of the par
value of TWO ($2.00) DOLLARS each.

4. The amendment was authorized by vote of the shareholders of FIRST
INVESTORS LIFE INSURANCE COMPANY at a meeting held June 8, 1982 upon notice
pursuant to Section 605 of the Business Corporation Law of the State of New
York.

<PAGE>

IN WITNESS WHEREOF, we have signed this certificate on the 1st day of
September, 1982.

/s/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President

/s/ Andrew J. Donohue
----------------------
Andrew J. Donohue
Secretary

STATE OF NEW YORK )
:
COUNTY OF NEW YORK )

RICHARD H. GAEBLER, being duly sworn, deposes and says that he is the
President of First Investors Life Insurance Company, that he has read the
foregoing certificate and knows the contents and that the statements therein
contained are true.

/s/ Richard H. Gaebler
----------------------

Sworn to before me this
1st day of September, 1982.

/s/ Elizabeth Azar
- ------------------
Elizabeth Azar
Notary Public, State of New York

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

FIRST INVESTORS LIFE INSURANCE COMPANY

UNDER SECTION 805 OF THE BUSINESS
CORPORATION LAW AND SECTION 53 OF THE INSURANCE LAW

* * * * * * * * * * * * * *

WE, THE UNDERSIGNED, RICHARD H. GAEBLER and ANDREW J. DONOHUE,
being respectively the President and the Secretary of FIRST INVESTORS LIFE
INSURANCE COMPANY hereby certify:

1. The name of the corporation is FIRST INVESTORS LIFE INSURANCE
COMPANY.

2. The Certificate of Incorporation of said corporation was filed
by the Superintendent of Insurance on the 6th day of September, 1962 and
Certificates of Amendment thereto were filed by the Superintendent of Insurance
on the 9th day of April, 1965, the 4th day of November, 1974 and the 27th day of
October, 1982.

3. The amendment to the Certificate of Incorporation effected by
this Certificate is as follows: Article VIII of the Certificate of Incorporation
is amended to read as follows:

The amount of capital stock of the Corporation shall be ONE
MILLION ONE HUNDRED TWENTY TWO THOUSAND ONE HUNDRED THIRTY
FIVE DOLLARS ($1,122,135.00) consisting of FIVE HUNDRED THIRTY
FOUR THOUSAND THREE HUNDRED FIFTY (534,350) shares of capital
stock of the par value of TWO DOLLARS AND TEN CENTS ($2.10)
each.

<PAGE>

4. The amendment was authorized by vote of the shareholders of
FIRST INVESTORS LIFE INSURANCE COMPANY at a meeting held June 5, 1984 upon
notice pursuant to Section 605 of the Business corporation Law of the State of
New York.

IN WITNESS WHEREOF, we have signed this certificate on the 7th
day of June, 1984.

/S/ Richard H. Gaebler
----------------------
Richard H. Gaebler
President

/S/ Andrew J. Donohue
----------------------
Andrew J. Donohue
Secretary

STATE OF NEW YORK )
:
COUNTY OF NEW YORK )

RICHARD H. GAEBLER, being duly sworn, deposes and says that he is
the President of First Investors Life Insurance Company, that he has read the
foregoing certificate and knows the contents and that the statements therein
contained are true.

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

Sworn to before me this 7th day of June, 1984.

/S/ Karen McCarthy
- ------------------
Karen McCarthy
Notary Public, State of New York

BY-LAWS

FIRST INVESTORS LIFE INSURANCE COMPANY

ARTICLE I

Section 1. Principal Office

The principal office of the Corporation shall be located at 120 Wall
Street in the City and County of New York, but the location of the principal
office may be changed, from time to time, to any other place within the State of
New York in the manner provided by law.

Section 2. Other Offices, Doing Business

The Corporation may also have such other office or offices, agencies
and branches within or without the State of New York as the Board of Directors
or the Executive Committee may, from time to time, designate or as the business
of the Corporation may require, and it may carry on its business wherever it is
or may hereafter be duly licensed so to do.

Section 3. Place where Books are to be kept

The original or duplicate stock ledger containing the names and
addresses of the shareholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof, correct
books of account of all the business and transactions of the Corporation, copies
of the Charter of the Corporation and the By-Laws, the minutes of the meetings
of the Corporation's shareholders, directors and committees and such other books
and records as may, from time to time be required by law to be so kept, shall be
kept at the principal office of the Corporation in New York. Other books and
records of the Corporation may be kept at such place or places, within or
without the State of New York, as the Board or the Executive Committee may from
time to time, designate, or as the business of the Corporation may require.

ARTICLE II

Meetings of Shareholders

Section 1. Annual Meeting.

The annual meeting of shareholders of the Corporation shall be held on
the first Tuesday of June, unless the previous day is celebrated as a legal
holiday in which event the meeting shall be held on the second Tuesday of June.
Such meeting shall be held at the principal place of business of the Corporation
in the City and State of New York, or at such other place within or without the
State of New York as may be designated by the Board.

<PAGE>

Section 2. Special Meetings

Special meetings of the shareholders, for any purpose or purposes, may
be called by the Board or the President, and shall be called by the Secretary at
the request, in writing, of shareholders owing a majority in number of the
issued and outstanding capital shares of the Corporation, which request shall
state the purpose or purposes of the proposed meeting. Such special meetings
shall be held at such time and place, within or without the State of New York,
as may be determined by the person or persons calling such meeting.

Section 3. Notice

Written notice of the annual or special meetings of shareholders shall
be given as provided by applicable law, to each shareholder of record entitled
to vote thereat. A copy of every such notice shall be mailed to the
Superintendent of Insurance of the State of New York at least ten days before
the day set for such meeting.

Section 4. Quorum

The presence of a quorum for the transaction of business at all
meetings of the shareholders shall be determined in accordance with the
provisions of the Charter.

ARTICLE III

Directors

Section 1. Number, Terms and Duties

The business of this Corporation shall be managed and controlled by the
Board, which may adopt such rules and regulations for that purpose and for the
conduct of its meetings as it may deem proper. The number of directors shall be
fixed from time to time, within the limits prescribed by the Charter, by a
majority vote of the entire Board, but no decrease in the number of directors
shall shorten the term of any incumbent director.

Section 2. Removal of Directors

Except as otherwise provided by law, any or all of the directors may be
removed with or without cause at any time by a majority vote of the shareholders
at any meeting called for that purpose.

- 2 -
<PAGE>

Section 3. Vacancies

Vacancies in the Board may be filled in accordance with the provisions
of the Charter, and individuals designated to fill such vacancies shall not take
office nor exercise the duties thereof until ten days after written notice of
their election shall have been filed in the office of the Superintendent of
Insurance.

ARTICLE IV

Directors' Meetings

Section 1. First Meeting of the Board

The first meeting of the Board to be held after an annual meeting of
shareholders for the election of directors shall be called and held for the
purposes of organization, the election or appointment of officers and members of
the Executive, Finance and Stock Option Committees and the transaction of such
other business as may come before the meeting.

Section2. Regular Meetings.

Regular meetings of the Board, no notices of which need be given, shall
be held on the first Tuesday of March, the Tuesday immediately following the
second Monday of September and the first Tuesday of December, unless any such
day be a legal holiday, in which event the meeting will be held on the next
succeeding business day. Commencing in 1974, the annual meeting of the Board, no
notice of which need be given, shall be held on the first Tuesday of June,
unless the previous day is celebrated as a legal holiday in which event the
meeting will be held on the second Tuesday of June. Such meetings shall be held
at the principal place of business of the Corporation in the City and State of
New York, or at such other place within or without the State of New York as may
be designated by the Board.

Section 3. Special Meetings

The Chairman, or in his absence the President, may call a special
meeting of the Board at any time. The Secretary shall call such meeting upon
written request of five members of the Board or upon resolution of the Executive
Committee. All meetings, other than any meeting the giving of notice of which is
otherwise prescribed by law, shall be called by a written or printed notice
mailed to each Director at least three days before the meeting or by
electrically transmitted notice given not less than twenty-four hours before the
hour set for the meeting, but all such notice may be waived at any time. For the
purpose of this section, notice will be deemed to be duly given to a director if
given to him orally (including by telephone) or if such notice be delivered to
such director in person or be mailed, telegraphed or cabled to his address as it
appears upon the books of the Corporation or to the address last made known in
writing to the Secretary of the Corporation by such director as the address to
which such notices are to be given.

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<PAGE>

Section 4. Voting

Each director present shall be entitled to cast one vote on all
questions coming before a meeting of the Board. Except as otherwise provided by
law or in these By-Laws, the vote of a majority of the Directors present at a
meeting at the time of a vote, if a quorum is present at such time, shall be the
act of the Board.

Section 5. Quorum

A majority of the entire Board shall constitute a quorum for the
transaction of business, but less than a quorum may adjourn from time to time,
any meeting until a quorum shall be present, without notice other than by
announcement at the meeting.

Section 6. Fees

The fees to be paid to directors for attending committee meeting or
meetings of the Board may be fixed by the Board from time to time, in its
discretion, subject to the provisions of Section 214 of the New York Insurance
Law, as now or hereafter amended, or of other applicable law.

Section 7. Organization, Chairman and Secretary of Meetings

The Chairman, or in his absence the President of the Corporation, or in
their absence a Vice President, shall call all meetings of the Board to order
and shall act as Chairman of the meeting. In the absence of all of such
officers, a director chosen by those present shall call all meetings of the
Board to order and shall act as Chairman of the meeting.

The Secretary of the Corporation, or in his absence, an Assistant
Secretary, or, in the absence of both, a person appointed by the Chairman of the
meeting, shall act as Secretary of the meeting and shall keep and make a record
of the proceedings thereat.

Section 8. Officers on the Board

The number of officers and salaried employees of the Corporation who
are members of the Board shall at all times be less than a quorum of the entire
Board.

- 4 -
<PAGE>

ARTICLE V

Committees

Section 1. Formation

At the first meeting of the Board to be held after the annual meeting
of shareholders, members of the Executive, Finance and Stock Option Committees
shall be elected. Members of such committees shall hold office for one year or
until their successors shall be elected. At any meeting of the Board there may
be elected such special or other committees as the Board may deem necessary, the
members of which shall hold office for such period as the Board may determine,
or until their successors shall be elected. In establishing special or other
committees, the Board shall specify the purpose for which they are established,
appropriate names for each, the number of members thereof, and the limitations
within which the powers vested in them may be exercised. The action of each
committee shall be recorded and a report shall be submitted to the Board at its
meeting next succeeding such action.

Section 2. Executive Committee

The Executive Committee of the Board shall consist of such number as
the Board may determine, but not less than three Directors, all of whom shall be
elected from the membership of the Board. The Board may also elect from its
membership alternate members of the Executive Committee and state the succession
in which the alternates shall act as members of the Executive Committee in the
event of the absence of any member. During the intervals between meetings of the
Board, the Executive Committee shall have all powers of the Board to the extent
permitted by the Charter and by law.

Section 3. Finance Committee

The Finance Committee of the Board shall consist of such number as the
Board may determine, but not less than three directors, all of whom shall be
elected from the membership of the Board. The Board may also elect from its
membership alternate members of the Finance Committee and state the succession
in which the alternates shall act as members of the Finance Committee in the
event of the absence of any member. The Finance Committee shall act as the
investment committee and, subject to the direction and control of the Board,
shall be charged with the duty and responsibility of supervising the
Corporation's investments and loans, including the power to invest, acquire,
exchange and dispose of any of the assets of the Corporation in such manner and
in such amounts as the committee may determine. All investments shall be made in
the name of "First Investors Life Insurance Company" and shall be authorized or
approved by the Board or by the Finance Committee.

- 5 -
<PAGE>

Section 4. Audit Committee

The Audit Committee of the Board shall consist of such number as the
Board may determine and shall be comprised solely of Directors who are not
officers or employees of the Corporation or of any entity controlling,
controlled by, or under common control with the Corporation and who are not
beneficial owners of a controlling interest in the voting stock of the
Corporation or any such entity. The Audit Committee shall have responsibility
for recommending the selection of independent certified public accountants;
reviewing the Corporation's financial condition and the scope and results of the
independent audit and any internal audit; nominating candidates for Director for
election by shareholders; evaluating the performance of officers deemed to be
principal officers of the Corporation and recommending to the Board of Directors
the selection and compensation of such principal officers.

Section 5. Quorum

A majority of the entire Executive Committee or the entire Finance
Committee shall constitute a quorum to transact business, provided, that a
quorum shall consist of at least three members and an affirmative vote of at
least three members shall be necessary for action. Members of such committees
who are officers and salaried employees of the Corporation shall constitute less
than a majority of each committee.

ARTICLE VI

Officers

Section 1. Election and Term

The following officers of the Corporation shall be elected by the Board
at its annual meeting: The Chairman, the President, one or more Vice Presidents,
the Secretary and the Treasurer. The Board may elect, from time to time, such
other officers as it may deem necessary or proper for the dispatch of the
Corporation's business, including without limitation a General Counsel, an
Actuary, a Comptroller and such number of Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers as it may, from time to time, deem
requisite. The Chairman and the President shall be elected from the membership
of the Board. All officers of the Corporation shall hold office at the
discretion of the Board, and any officer may be removed at any time by the
affirmative vote of a majority of the entire Board. Vacancies may be filled at
any meeting of the Board. In the event of the failure of the Board to elect the
officers at its annual meeting, such officers may be elected at any subsequent
meeting of the Board.

- 6 -
<PAGE>

Section 2. Powers and Duties of Chairman

The Chairman shall preside at all meetings of the shareholders and of
the Board at which he is present and shall have such other powers and perform
such other duties as may be assigned to him from time to time by the Board. He
shall have power to sign and acknowledge all deeds and instruments for the
transfer, conveyance or assignment of corporate property, discharge of mortgages
and all other instruments, contracts or evidence of obligation necessary for the
transaction of the corporate business, including all policies of insurance, and
to sign all annual or other statements required by the insurance departments of
the various states, territories, districts, countries or jurisdictions in which
the Corporation may apply for or be granted permission to transact business.

Section 3. Powers and Duties of the President

The President shall perform such duties as may be assigned to him from
time to time by the Board. In the absence of the Chairman, he shall preside at
all meetings of the shareholders and of the Board. Unless otherwise directed by
the Board or the Executive Committee, he may from time to time designate one of
the Vice Presidents to perform the duties of the President during the latter's
absence. Subject to the direction of the Board he shall be the chief executive
officer of the Corporation, shall have the general care and supervision of the
affairs of the Corporation and the direction of its officers, together with the
powers and duties usually incident to the office of President except as
specifically limited by appropriate resolution of the Board, and shall have
power to sign and acknowledge all deeds and instruments for the transfer,
conveyance or assignment of corporate property, discharge of mortgages and all
other instruments, contracts or evidence of obligation necessary for the
transaction of corporate business, including all policies of insurance, and to
sign all annual or other statements required by the insurance departments of the
various states, territories, districts, countries or jurisdictions in which the
Corporation may apply for or be granted permission to transact business.

Section 4. Powers and Duties of Vice President

In the absence or inability to act of the President or if the office of
President be vacant, the Vice Presidents, in order of seniority or in any other
order determined by the Board, subject to the right of the Board from time to
time to extend or confine such power and duties or to assign them to others,
shall perform all the duties and may exercise all the powers of the President.
It shall be the duty of the Vice President to assist the President in the
performance of his duties, and each Vice President shall have such other powers
and shall perform such other duties as may be assigned by the Board, the
Executive Committee or the President.

- 7 -
<PAGE>

Section 5. Powers and Duties of Secretary

The Secretary shall act as Secretary of all meetings of the
shareholders and of the Board at which he is present, shall have supervision
over the giving and serving of notices of the Corporation, shall keep, or cause
to be kept, a complete record of the proceedings of all meetings of the
shareholders, Board, Executive Committee, Finance Committee and Stock Option
Committee, shall be the custodian of all corporate books and records, shall
present at each annual meeting of the shareholders an alphabetical list of the
shareholders with the number of shares held by each and shall have such other
powers and perform such other duties as may be assigned to him from time to time
by the Board, the Executive Committee or the President.

Section 6. Powers and Duties of Treasurer

Subject to the supervision of the Finance Committee, the Treasurer
shall be the chief investment officer of the Corporation, shall have general
supervision over the care and custody of the funds and securities of the
Corporation and shall deposit the same or cause the same to be deposited in the
name of the Corporation in such bank or banks, trust company or trust companies,
and in such safe deposit company or companies as the Finance Committee or Board
may designate, shall have supervision over the account of all receipts and
disbursements of the Corporation, shall, whenever required by the Board, render
or cause to be rendered financial statements of the Corporation, shall have the
power and perform the duties usually incident to the office of Treasurer, and
shall have such other powers and perform such other duties as may be assigned to
him by the Board, the Executive Committee or the President.

Section 7. Other Offices

All other officers shall perform such duties as are assigned to them by
the President and comply with such orders and rules as the Board or the
Executive Committee may issue from time to time.

Section 8. Honorary Titles of Employees

The Board of Directors may by resolution from time to time confer upon
employees of the Corporation the honorary titles of Sales Vice President, Second
Sales Vice President and Assistant Vice President. Said titles shall be of an
honorary nature only, and shall not subject their recipients to any duty or
obligation of any officer of the Corporation nor shall they confer upon their
recipients any authority or power to act in any capacity as an officer of the
Corporation. Said titles may be revoked at any time with or without cause by
resolution of the Board of Directors.

- 8 -
<PAGE>

ARTICLE VII

Corporate Seal

The corporate seal shall be kept in the custody of the Secretary and
shall be affixed by him to such papers executed by the Corporation as may be
necessary or customary.

ARTICLE VIII

Execution of Documents

Section 1. Execution

The President or any Vice President shall have the power to bind the
Corporation upon any and all policies of insurance contracts and other
obligatory instruments by his signature and execution thereof attested by the
signature of the Secretary, any Assistant Secretary or a Registrar, and such
execution shall be deemed to be the act of the Corporation. Such signatures,
when authorized by the Board, may be engraved or printed facsimiles provided
they are countersigned by a Registrar, Assistant Secretary or Secretary.

Section 2. Facsimiles

Where engraved or printed facsimile signatures are used on policy
forms, checks, receipts or other instruments issued or delivered by the
Corporation, such policy forms, checks, receipts or other instruments bearing
the facsimile signature of a deceased, retired or disabled officer may
nevertheless be issued and delivered during a period not exceeding six months
after the death, retirement, or disablement of such officer.

ARTICLE IX

Certificates for Shares

Certificates representing shares of capital stock of the Corporation
shall be in such form, consistent with law and with the Charter, as shall be
approved by the Board. They shall be consecutively numbered in the order of
their issue and shall be signed by the President or any Vice President and by
the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer, and shall be sealed with the corporate seal of the Corporation or a
facsimile thereof. Where certificates are manually signed by a registrar all
other signatures on the certificate may be facsimile, engraved or printed. In
case any officer who shall have signed any such certificate, or whose facsimile
signature shall have been used thereon, shall cease to be such officer before
such certificate shall have been issued by the Corporation, such certificate
may, nevertheless, be used by the Corporation with the same effect as if such
officer had not ceased to be such at the date of issuance of such certificate.
The Board may appoint a Transfer Agent by whom the shares of the Corporation may
be transferred, and also a Registrar, by whom the shares may be registered, and
in the event of such appointments, no certificate for shares of the Corporation
shall be valid unless countersigned by such Transfer Agent and registered by
such Registrar.

- 9 -
<PAGE>

ARTICLE X

Transfer of Shares

Section 1. Transfers

Certificates for shares may be transferred only by assignment endorsed
thereon, or an instrument of assignment attached thereto, and executed by the
person named in the certificate or by an attorney lawfully constituted in
writing. Except as provided below, transfer of shares shall be made on the books
of the Corporation only upon a surrender of the certificate properly assigned,
and upon such surrender a new certificate shall be issued to the assignee signed
as provided in "Article IX". The surrendered certificate shall be cancelled and
delivered to the Secretary who shall preserve the same. In the event that a
certificate has been lost, mislaid, stolen or destroyed, upon written request of
the holder thereof, accompanied by an affidavit of loss, a replacement
certificate may nevertheless be issued in lieu thereof, in the exercise of the
Corporation's discretion, which shall be evidenced by a letter signed by the
President or any Vice President, provided that prior to such issue a surety
bond, in form approved by counsel, be furnished for the protection of the
Corporation, its Transfer Agent, if any, and its Registrar.

Section 2. Fixing of Record Date

Subject to, and in accordance with, the provisions of the Charter, the
Board may at any time fix a record date not more than forty nor less than ten
days prior to (a) the date of any meeting of shareholders or (b) the last day on
which shareholders are entitled to express consent or dissent from any proposal
without a meeting, as the date as of which shareholders entitled to notice of or
to vote at such a meeting, or whose consent or dissent is required or may be
expressed, for any purpose, as the case may be, shall be determined, and, except
as otherwise provided by law, all persons who were the holders of record of
voting shares at such date and no others shall be entitled to notice of and to
vote at such meeting or to express their consent or dissent, as the case may be.

Section 3. Holders of Record

The Corporation shall be entitled to treat the holders of record of any
share or shares as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any person whether or not the Corporation shall have express or
other notice thereof.

- 10 -
<PAGE>

ARTICLE XI

Statutory Agents: Powers of Attorney: Qualification

The President or any Vice President is authorized to appoint statutory
agents of the Corporation, and to execute, with the Secretary or any Assistant
Secretary, powers of attorney in evidence thereof, authorizing them to accept
service of process against the Corporation, to execute any and all papers and to
comply with all applicable requirements of law in order to qualify the
Corporation to do business in any state, territory, district, country or
jurisdiction and to take any other action on behalf of the Corporation necessary
or proper to be taken in compliance with law or with rules or regulations of the
supervisory authorities in order to qualify the Corporation to do business.

ARTICLE XII

Waiver of Notice

Meetings Held on Waiver

Whenever any notice is required to be given under the provisions of
these By-Laws, or of the Charter, or of any of the laws of the State of New
York, a waiver thereof, in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. The attendance of any shareholder at a meeting, in person or
by proxy, without protesting prior to the conclusion of the meeting the lack of
notice of such meeting, shall constitute a waiver of notice by him.

- 11 -
<PAGE>

ARTICLE XIII

Amendments

Section 1. By the Directors

In accordance with the provisions of the Charter, these By-Laws may be
amended, added to, altered or repealed, or new by-laws may be adopted, at any
regular or special meeting of the Board at which a quorum is present, by the
affirmative vote of a majority of the directors then in office. If any by-law
regulating an impending election of directors is adopted, amended or repealed by
the Board, there shall be set forth in the notice of the next meeting of the
shareholders for the election of directors the by-law so adopted, amended or
repealed, together with a concise statement of the changes made.

ARTICLE XIV

Indemnification

To the full extent authorized by law and by the Charter, the
Corporation shall and hereby does indemnify any person who shall at any time be
made, or threatened to be made, a party in any civil or criminal action or
proceeding by reason of the fact that he, his testator or his intestate is or
was a director or officer of the Corporation or served another corporation in
any capacity at the request of the Corporation, provided, that the notice
required by Section 62-a of the Insurance Law of the State of New York, as now
in effect or as amended from time to time, be filed with the Superintendent of
Insurance.

- 12 -

TAMMIE LEE
ATTORNEY AT LAW
95 WALL STREET
23RD FLOOR
NEW YORK, N.Y. 10005
--------------------
(212) 858-8144

April 28, 1997

First Investors Life Insurance Company
Variable Annuity Fund D
95 Wall Street
New York, New York 10005

Gentlemen:

As special counsel to First Investors Life Insurance Company (the
"Depositor"), I am familiar with the proceedings taken and proposed to be taken
by the First Investors Life Variable Annuity Fund D ("Separate Account D") in
connection with the proposed sale of an indefinite number of Variable Annuity
Contracts (the "Contracts") and the registration statement on Form N-4 covering
the Contracts (the "Registration Statement") to which this opinion is an
exhibit, filed by Separate Account D pursuant to the Securities Act of 1933 and
the Investment Company Act of 1940, as amended. I have examined such records of
the Depositor and of Separate Account D, certificates of public officials and
other documents and such questions of law as I have deemed necessary as a basis
for this opinion.

Based upon such examination, I am of the opinion that when the
Registration Statement has become effective and the Contracts are issued
according to the terms set forth in the General Plan of Operations for Separate
Account D filed by the Depositor with the New York State Insurance Department,
as described in the Prospectus and Statement of Additional Information included
in the Registration Statement, the Contracts will be legally issued, fully paid
and nonassessable.

I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
acting within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, or the rules and regulations of the Securities
and Exchange Commission thereunder.

Very truly yours,

/s/ Tammie Lee

Tammie Lee
Assistant Counsel

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
First Investors Life Insurance Company
95 Wall Street
New York, NY 10005

We hereby consent to the use in the Registration Statement on Form N-4
of our report dated February 24, 1997 relating to the December 31, 1996
financial statements of First Investors Life Insurance Company, which are
included in said Registration Statement.

/s/Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 11, 1997

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or
director of First Investors Life Insurance Company hereby appoints Glenn O. Head
or Richard H. Gaebler, and each of them his or her true and lawful attorney to
execute in his or her name, place and stead and on his or her behalf a
Registration Statement on Form N-4 for the registration pursuant to the
Securities Act of 1933 and the Investment Company Act of 1940 of variable
annuity contracts, and any and all amendments to said Registration Statement
(including post-effective amendments), and all instruments necessary or
incidental in connection therewith and to file the same with the Securities and
Exchange Commission. Said attorney shall have full power and authority to do and
perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Glenn O. Head
---------------------------------
Glenn O. Head

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Richard H. Gaebler
---------------------------------
Richard H. Gaebler

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Kathryn S. Head
---------------------------------
Kathryn S. Head

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Scott Hodes
---------------------------------
Scott Hodes

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Jackson Ream
---------------------------------
Jackson Ream

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Nelson Schaenen, Jr.
---------------------------------
Nelson Schaenen, Jr.

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ John T. Sullivan
---------------------------------
John T. Sullivan

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ George V. Ganter
---------------------------------
George V. Ganter

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Jay G. Baris
---------------------------------
Jay G. Baris

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Robert J. Grosso
---------------------------------
Robert J. Grosso

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

POWER OF ATTORNEY

IN WITNESS WHEREOF the undersigned has subscribed these presents, this
____ day of April, 1997.

/s/ Glenn T. Dallas
---------------------------------
Glenn T. Dallas