FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
497, 1998-05-01
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<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 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 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 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 April 30, 1998, has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference in its entirety.  (See page 23 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.


                       THE SECURITIES AND EXCHANGE COMMISSION
                          HAS NOT APPROVED OR DISAPPROVED
                        THESE SECURITIES OR PASSED UPON THE 
              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 April 30, 1998


<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, Martin Luther King 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 Fund expenses expected to be incurred in 1998.

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 . . . . . . . . . . . . . . 1.40%

FUND ANNUAL EXPENSES

(as a percentage of Fund average net assets)

                                                                    TOTAL FUND
                                        MANAGEMENT      OTHER       OPERATING
                                          FEES(1)     EXPENSES(2)   EXPENSES(3)
                                        ----------    ----------    ----------
Blue Chip Fund . . . . . . . . . . . .    0.75%         0.06%         0.81%
Cash Management Fund . . . . . . . . .    0.60+         0.10+         0.70+
Discovery Fund . . . . . . . . . . . .    0.75          0.07          0.82
Government Fund. . . . . . . . . . . .    0.60+         0.10+         0.70+
Growth Fund. . . . . . . . . . . . . .    0.75          0.07          0.82
High Yield Fund. . . . . . . . . . . .    0.75          0.08          0.83
International Securities Fund. . . . .    0.75          0.38          1.13
Investment Grade Fund. . . . . . . . .    0.60+         0.10+         0.70+
Target Maturity 2007 Fund. . . . . . .    0.60+         0.10+         0.70+
Target Maturity 2010 Fund. . . . . . .    0.60+         0.10+         0.70+
Utilities Income Fund. . . . . . . . .    0.60+         0.10          0.70+

*    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.

**The Contract Maintenance Charge of $30 will be deducted from the Accumulated
Value, provided that in no case will this charge exceed 2% of such value.  For
more information, see "Contract Maintenance Charge."

 +   Net of waiver and/or reimbursement.

(1)  For the fiscal year ended December 31, 1997, the Adviser reimbursed Cash 
     Management Fund, Government Fund, Investment Grade Fund, Target Maturity 
     2007 Fund, and Target Maturity 2010 Fund for certain Other Expenses. For 
     the fiscal year ended December 31, 


                                      3
<PAGE>

     1997, the Adviser waived Management Fees in excess of 0.60% for Cash 
     Management Fund, Government Fund, Investment Grade Fund, Target 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, 1998. 

(2)  Other Expenses have been restated for Government Fund, Investment Grade
     Fund, Target Maturity 2007 Fund and Target Maturity 2010 Fund.  For the 
     fiscal year ended December 31, 1997, the Adviser reimbursed Cash 
     Management Fund, Government Fund, Investment Grade Fund, Target
     Maturity 2007 Fund and Target Maturity 2010 Fund for certain Other
     Expenses.  Absent such reimbursement, Other Expenses would have been
     0.31% for Cash Management Fund, 0.17% for Government Fund, 0.12% for
     Investment Grade Fund, 0.07% for Target Maturity 2007 Fund and 0.12%
     for Target Maturity 2010 Fund.  The Adviser will reimburse Cash
     Management Fund, Government Fund, Investment Grade Fund, Target
     Maturity 2007 Fund and Target Maturity 2010 for Other Expenses in
     excess of 0.10% for a minimum period ending December 31, 1998.

(3)  If certain fees and expenses were not waived or reimbursed, Total Fund
     Operating Expenses would have been 1.06% for Cash Management Fund, 0.92% 
     for Government Fund, 0.87% for Investment Grade Fund, 0.82% for Target 
     Maturity 2007 Fund, 0.87% for Target Maturity 2010 Fund and 0.85% for 
     Utilities Income Fund.


 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 period shown, you would pay the
following expenses on a $1,000 investment, assuming 5% annual return on assets:
<TABLE>
<CAPTION>
                                                 1 YEAR      3 YEARS
                                                 ------      -------
<S>                                              <C>         <C>
Blue Chip Subaccount . . . . . . . . . . . . . .  $122        $209
Cash Management Subaccount . . . . . . . . . . .   121         206
Discovery Subaccount . . . . . . . . . . . . . .   123         209
Government Subaccount. . . . . . . . . . . . . .   121         206
Growth Subaccount. . . . . . . . . . . . . . . .   123         209
High Yield Subaccount. . . . . . . . . . . . . .   123         210
International Securities Subaccount. . . . . . .   126         219
Investment Grade Subaccount. . . . . . . . . . .   121         206
Target Maturity 2007 Subaccount. . . . . . . . .   121         206
Target Maturity 2010 Subaccount. . . . . . . . .   121         206
Utilities Income Subaccount. . . . . . . . . . .   121         206
</TABLE>

                                      4



<PAGE>


EXAMPLE


If you do not surrender your contract (or if you annuitize) at the end of the
period shown, you would pay the following expenses on a $1,000 investment,
assuming 5% annual return on assets:

<TABLE>
<CAPTION>
                                           1 YEAR   3 YEARS
                                           ------   -------
<S>                                        <C>      <C>
Blue Chip Subaccount . . . . . . . . . . .  $ 52     $159
Cash Management Subaccount . . . . . . . .    51      156
Discovery Subaccount . . . . . . . . . . .    53      159
Government Subaccount. . . . . . . . . . .    51      156
Growth Subaccount. . . . . . . . . . . . .    53      159
High Yield Subaccount. . . . . . . . . . .    53      160
International Securities Subaccount. . . .    56      169
Investment Grade Subaccount. . . . . . . .    51      156
Target Maturity 2007 Subaccount. . . . . .    51      156
Target Maturity 2010 Subaccount. . . . . .    51      156
Utilities Income Subaccount. . . . . . . .    51      156

</TABLE>



     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.


                          CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUES

     The following shows the accumulation unit values and the number of
accumulation units outstanding for each Subaccount of Separate Account D, as of
December 31, 1997, from July 28, 1997, the date when the accumulation unit value
for each Subaccount was initially set at $10.00:
<TABLE>
<CAPTION>
                                                                 NUMBER OF
                                            ACCUMULATION        ACCUMULATION
     SUBACCOUNT                             UNIT VALUE($)          UNITS
- ------------------                          -------------          -----
<S>                                         <C>                  <C>
Blue Chip Subaccount. . . . . . . . . .      10.18519950         426,185.6
Cash Management Subaccount. . . . . . .      10.15474840          28,344.4
Discovery Subaccount. . . . . . . . . .      10.23140687         205,814.9
Government Subaccount . . . . . . . . .      10.28895863          13,321.1
Growth Subaccount . . . . . . . . . . .      10.33626489         346,768.7
High Yield Subaccount . . . . . . . . .      10.42338850          60,209.4
International Securities Subaccount . .       9.30734342         196,448.9
Investment Grade Subaccount . . . . . .      10.33902780          22,448.4
Target Maturity 2007 Subaccount . . . .      10.62155299          62,839.0
Target Maturity 2010 Subaccount . . . .      10.79920122          43,680.6
Utilities Income Subaccount . . . . . .      11.67391319          33,306.9

</TABLE>



                                      5

<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 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.

     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:

                                       6

<PAGE>

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 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 Contracts.  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 the Subaccounts in 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.

     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.

                                      7

<PAGE>

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 
the 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 accounts of First 
Investors Life or directly to First Investors Life.


     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 Adviser 
believes have potential earnings growth that is greater than the average 
company included in the Standard & 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.

     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 "Description of 


                                      8

<PAGE>


Certain Securities, Other Investment Policies and Risk Factors -- High Yield 
Securities " in the Life Series 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 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.


     No offer is 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 Contracts.



     For more complete information about each of the Funds underlying 
Separate Account D, including management fees and other expenses, see the 
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 funding variable annuity contracts or variable life 
insurance policies, the possibility arises that violation of the Federal tax 
laws by another separate account investing in the Life Series Fund could 
cause the Contracts funded through Separate Account D to


                                       9

<PAGE>

lose their tax-deferred status, unless remedial action were taken.  It is 
important to read the Prospectus carefully before you decide to invest. 
Additional copies of the 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, LLP ("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 January 31, 1998, WMC held investment management 
authority with respect to approximately $178 billion of assets.  Of that 
amount, WMC acted as investment adviser or subadviser to approximately 93 
registered investment companies or series of such companies, with net assets 
of approximately $117 billion as of December 31, 1997.  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.


     YEAR 2000.  Like other separate accounts, Separate Account D could be 
adversely affected if the computer and other information processing systems 
used by First Investors Life, the underlying Funds, the Adviser, Transfer 
Agent and other service providers are not properly programmed to process 
date-related information on and after January 1, 2000.  Such systems 
typically have been programmed to use a two-digit number to represent the 
year for any date.  As a result, computer systems could incorrectly 
misidentify "00" as 1900, rather than 2000, and make mistakes when performing 
operations. First Investors Life the Funds, the Adviser and Transfer Agent 
are taking steps that they believe are reasonably designed to address the 
Year 2000 problem for computer and other systems used by them and are 
obtaining assurances that comparable steps are being taken by other service 
providers.  However, there can be no  assurance that these steps will be 
sufficient to avoid any adverse impact on the Separate Account D.  Nor can 
the Separate Account D estimate the extent of any impact.


                                      10

<PAGE>

     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 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 corresponding 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.  

                                      11

<PAGE>

     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).

     CONTINGENT DEFERRED SALES CHARGE.  The 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

<TABLE>
<CAPTION>
    Contingent Deferred Sales Charge
       as a Percentage of Purchase                       Length of Time from Purchase
           Payments Surrendered                                Payment in Years
<S>                                                             <C>
                    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 
</TABLE>

           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 (Redemption) 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 may reduce the risk that the Annuitant 
will outlive the funds that the Annuitant has accumulated for

                                      12

<PAGE>

retirement.  First Investors Life also assumes mortality risk as a result of 
its guarantee of a minimum payment in the event the Annuitant or 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 risks, First Investors Life deducts an amount equal on 
an annual basis to 1.25% of the daily Accumulation Unit 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.  The total expenses of Separate Account D for the fiscal 
year ended December 31, 1997 amounted to $41,042 or 0.59% of average net 
assets. 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

                                      13

<PAGE>

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 Contractowner. For a discussion of the amount and manner of payment of 
this benefit, see "Death of Annuitant."

           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 (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 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 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

                                      14

<PAGE>

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 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 
frequency and duration of annuity payments, (iv) the sex and adjusted age of 
the Annuitant and any Joint Annuitant at the Annuity Commencement Date and, 
(v) 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

                                       15

<PAGE>

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 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 OF ANNUITANT

           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 ("Due Proof of Death") and notification of the 
Beneficiary's election to receive payment in either the form of a single sum 
settlement or an annuity option ("Notification").  The value of the Death 
Benefit will be determined as of the next computed value of the Accumulation 
Units following receipt of Due Proof of Death and Notification 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 will be paid within seven days of 
receipt of Due Proof of Death and Notification.  

                                      16


<PAGE>


In the event that only Due Proof of Death or Notification is received, the 
Death Benefit will remain invested in the Separate Account in accordance with 
the original investment choices of the Contractowner until both pieces of 
information are received by First Investors Life at its Executive Office or 
other designated office.  If an Annuity Option is elected, the Beneficiary 
will have up to ninety days commencing with the date of receipt of Due Proof 
of Death and Notification in which to select from among the available 
options.  During the ninety-day period, the Death Benefit will remain 
invested in the Separate Account in accordance with the original investment 
choices of the Contractowner.  If such a selection is not made by the end of 
the ninety-day period, a single sum settlement will be made to the 
Beneficiary.  If any Annuity Option is selected, 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 and 
Notification.

    The amount of the Death Benefit payable upon the death of the Annuitant 
will be the greatest of (1) the Accumulated Value on the date of receipt of 
Due Proof of Death and Notification at the Executive Office of First 
Investors Life or other designated office, (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 Contract Anniversary is 
every seventh contract anniversary (i.e., 7th, 14th, 21st, etc.).

    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 Contractowner, if living; otherwise, to the Contractowner's estate.

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 $5,000).  In the event of the 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.

    Any amount requested as a partial surrender 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 

                                      17

<PAGE>

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) any emergency, as defined by the rules of the Commission, 
exists during which time the sale of portfolio securities or calculation of 
securities is not 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 Charge" and 
"Appendix I."

    ANNUITY COMMENCEMENT DATE EXCHANGE PRIVILEGE.  If this Contract is
liquidated during the one-year period preceding its 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 to the 
Beneficiary, beginning within one year of death, under an Annuity Option 
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, 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  (or longer as required by applicable state 
law), 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 sum of (1) the difference 
between the purchase payment(s) made under the Contract and the amount 
allocated to Separate Account D under the Contract and (2) 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 

                                      18

<PAGE>

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 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 

                                      19

<PAGE>


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, and all payments after the investment in the Contract has 
been reduced to zero, are taxable as ordinary income as provided in Section 
72 of the Code.  The investment in the Contract is an amount equal to total 
purchase payments less any previous distributions from the Contract that were 
not included in gross income.


    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 the Fund and 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 Treasury Department has indicated that the diversification 
regulations do not provide guidance as to any circumstances in which a 
Contractowner's control over allocation of account value among underlying 
investments may cause an owner to be treated as the owner of the separate 
account assets.  Such treatment would result in current taxation of the owner 
on increases in the account value.  We reserve the right to amend the 
Contracts in any way necessary to avoid such result.  As of the date of this 
prospectus, no regulation or ruling has been issued on the subject, although 
the Treasury Department has informally indicated that a regulation or ruling 
could limit the number of underlying funds or the frequency of transfers 
among those funds.  Such regulation or ruling may apply only prospectively, 
although retroactive effect is possible if the regulation or ruling is 
considered not to embody a new position.


    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.

    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 

                                      20

<PAGE>

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 not 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 nonqualified 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.
           
                                      21

<PAGE>

                              PERFORMANCE INFORMATION

 From time to time, Separate Account D may advertise several types of 
performance information for the Subaccounts.  Each Subaccount (other than the 
Cash Management Subaccount) may advertise "average annual total return" and 
"total return".  The High Yield Subaccount, Investment Grade Subaccount and 
Government Subaccount may also advertise "yield."  The Cash Management 
Subaccount may advertise "yield" and "effective yield."  Each of these 
figures is based upon historical results and is not intended to indicate 
future performance. 


 The "total return" of a Subaccount is the total change in value of an 
investment in the Subaccount over a period of time, expressed as a 
percentage.  "Average annual total return" is the rate of return that would 
produce that change in value over the specified period, if compounded 
annually. Average annual total return figures may reflect the effect of the 
CDSC (pursuant to a standardized formula prescribed by the Commission), or 
may not reflect the effect of the CDSC (non-standardized performance 
information).  Total return figures may also be advertised on the same basis 
as average annual total return figures (with or without showing the effect of 
the CDSC).  Quotations of return not reflecting the CDSC will be greater than 
those reflecting the CDSC.


 The "yield" of a Subaccount refers to the income generated by an investment 
in the Subaccount over a period of time excluding realized and unrealized 
capital gains and losses in the corresponding Fund's investments.  This 
income is then "annualized" and shown as a percentage of the investment.  The 
"effective yield" of the Cash Management Subaccount is calculated similarly 
but, when annualized, the income earned by an investment in the Subaccount is 
assumed to be reinvested.  The Cash Management Subaccount's effective yield 
will be slightly higher than its yield due to the compounding effect of this 
assumed reinvestment.


 Neither the total return nor the yield figures reflect deductions for premium
taxes, since most states do not impose such taxes.


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


                                FINANCIAL STATEMENTS

 The financial statements for First Investors Life and the accompanying 
Report of Independent Certified Public Accountants are included in the 
Statement of Additional Information, dated April 30, 1998.  The financial 
statements for the Separate Account D and the accompanying Report of 
Independent Certified Public Accountants are also included in the Statement 
of Additional Information, dated April 30, 1998.  The Statement of Additional 
Information is available at no charge upon request to First Investors Life at 
the address or telephone number indicated on the coverpage of this Prospectus.


                                      22
<PAGE>

                                 TABLE OF CONTENTS
                           OF THE STATEMENT OF ADDITIONAL
                                    INFORMATION

<TABLE>
<CAPTION>
    Item Page                                                        Page
    ---------                                                        ----
<S>                                                                    <C>
  General Description.................................................. 2
  Services............................................................. 2
  Annuity Payments..................................................... 3
  Other Information.................................................... 4
  Performance Information.............................................. 5
  Relevance of Financial Statements.................................... 9
  Appendices...........................................................10
  Financial Statements.................................................15
</TABLE>


                                     APPENDIX I

                               STATE AND LOCAL TAXES*

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


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.

                                      23

<PAGE>


First Investors Life
Variable Annuity
Fund D

- ---------------------------
Individual Variable
Annuity Contracts
- ---------------------------

Prospectus

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

April 30, 1998


First Investors Logo

Logo is described as follows:  the arabic numeral one separated into seven
vertical segments followed by the words "First Investors."

Verticle line from top to bottom in center of page about 1/2 inch in thickness

To the left of the verticle line is the following language:


TABLE OF CONTENTS
- -------------------------------------

Glossary of Special Terms..........................  2
Fee Table..........................................  3
Condensed Financial Information....................  5
General Description................................  6
Purchases, Charges and Expenses.................... 11
Variable Annuity Contracts......................... 13
Federal Income Tax Status.......................... 19
Performance Information............................ 22
Financial Statements............................... 22
Table of Contents of the
 Statement of Additional Information............... 23
Appendix I - State and Local Taxes................. 23


LIFE 078


<PAGE>

FIRST INVESTORS LIFE SERIES FUND

95 Wall Street, New York, New York 10005/(212) 858-8200

   This is a Prospectus for FIRST INVESTORS LIFE SERIES FUND ("Life Series
Fund"), an open-end, diversified management investment company.  The Fund offers
eleven separate investment series, each of which has different investment
objectives and policies:  FIRST INVESTORS LIFE BLUE CHIP FUND ("BLUE CHIP
FUND"), FIRST INVESTORS LIFE CASH MANAGEMENT FUND ("CASH MANAGEMENT FUND"),
FIRST INVESTORS LIFE DISCOVERY FUND ("DISCOVERY FUND"), FIRST INVESTORS LIFE
GOVERNMENT FUND ("GOVERNMENT FUND"), FIRST INVESTORS LIFE GROWTH FUND ("GROWTH
FUND"), FIRST INVESTORS LIFE HIGH YIELD FUND ("HIGH YIELD FUND"), FIRST
INVESTORS LIFE INTERNATIONAL SECURITIES FUND ("INTERNATIONAL SECURITIES FUND"),
FIRST INVESTORS LIFE INVESTMENT GRADE FUND ("INVESTMENT GRADE FUND"), FIRST
INVESTORS LIFE TARGET MATURITY 2007 FUND ("TARGET MATURITY 2007 FUND"), FIRST
INVESTORS LIFE TARGET MATURITY 2010 FUND ("TARGET MATURITY 2010 FUND") and FIRST
INVESTORS LIFE UTILITIES INCOME FUND ("UTILITIES INCOME FUND") (each, a Fund,
and collectively, "Funds").  Each Fund's investment objectives are listed on the
inside cover.
   

Investments in a Fund are only available through purchases of the Level Premium
Variable Life Insurance Policies ("Policies") or the Individual Variable Annuity
Contracts ("Contracts") offered by First Investors Life Insurance Company
("First Investors Life").  Policy premiums, net of certain expenses, are paid
into a unit investment trust, First Investors Life Insurance Company Separate
Account B ("Separate Account B").  Purchase payments for the Contracts, net of
certain expenses, are also paid into a unit investment trust, First Investors
Life Variable Annuity Fund C ("Separate Account C").  Purchase payments for the
Contracts are also paid into a unit investment trust, First Investors Life
Variable Annuity Fund D ("Separate Account D").  Separate Account B, Separate
Account C and Separate Account D ("Separate Accounts") pool these proceeds to
purchase shares of a Fund designated by purchasers of the Policies or Contracts.
Investments in a Fund are used to fund benefits under the Policies and
Contracts.  TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 FUND are only
offered to Contractowners of Separate Account C and Separate Account D.


   AN INVESTMENT IN LIFE SERIES FUND, INCLUDING CASH MANAGEMENT FUND, IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT
THE CASH MANAGEMENT FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF
$1.00 PER SHARE. INVESTMENTS BY THE HIGH YIELD FUND IN HIGH-YIELD, HIGH RISK
SECURITIES, COMMONLY REFERRED TO AS "JUNK BONDS," MAY ENTAIL RISKS THAT ARE
DIFFERENT OR MORE PRONOUNCED THAN THOSE THAT WOULD RESULT FROM INVESTMENT IN
HIGHER-RATED SECURITIES. SEE "DESCRIPTION OF CERTAIN SECURITIES, OTHER
INVESTMENT POLICIES AND RISK FACTORS-HIGH YIELD SECURITIES."


   This Prospectus sets forth concisely the information about the Funds that a
prospective investor should know before investing and should be retained for
future reference.  First Investors Management Company, Inc. ("FIMCO" or
"Adviser") serves as investment adviser to the Funds.  A Statement of Additional
Information ("SAI"), dated April 30, 1998, as amended July 21, 1997 (which is
incorporated by reference herein), has been filed with the Securities and
Exchange Commission.  The SAI is available at no charge upon request to the
Funds at the address or telephone number indicated above.


   AN INVESTMENT IN THESE SECURITIES IS NOT A DEPOSIT OR OBLIGATION OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND IS NOT federally INSURED OR PROTECTED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNMENTAL AGENCY.

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.


The date of this Prospectus is April 30, 1998


<PAGE>
   
The investment objectives of each Fund of Life Series Fund offered by this
Prospectus are as follows:


   BLUE CHIP FUND.  The investment objective of the 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 Adviser believes have potential
earnings growth that is greater than the average company included in the
Standard & Poor's 500 Composite Stock Price Index.  It is the Fund's policy to
remain relatively fully invested in equity securities under all market
conditions rather than to attempt to time the market by maintaining large cash
or fixed-income securities positions when market declines are anticipated.  The
Fund is appropriate for investors who are comfortable with a fully invested
stock portfolio.


   CASH MANAGEMENT FUND.  The objective of the Fund is to seek to earn a high
rate of current income consistent with the preservation of capital and
maintenance of liquidity.  The 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.

   DISCOVERY FUND.  The investment objective of the 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.

   GOVERNMENT FUND.  The investment objective of the 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 the 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 the 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, commonly
referred to as "junk bonds" ("High Yield Securities").  Investments in High
Yield Securities may entail risks that are different or more pronounced than
those involved in higher-rated securities. See "High Yield Securities."

   INTERNATIONAL SECURITIES FUND.  The primary objective of the 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 the Fund is to seek a
maximum level of income consistent with investment in investment grade debt
securities.  The Fund seeks to


                                      2
<PAGE>

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 
Adviser.

   TARGET MATURITY 2007 FUND.  The investment objective of the Fund is to seek a
predictable compounded investment return for investors who hold their Fund
shares until the Fund's maturity, consistent with preservation of capital.  The
Fund intends to terminate in the year 2007.

   TARGET MATURITY 2010 FUND.  The investment objective of the Fund is to seek a
predictable compounded investment return for investors who hold their Fund
shares until the Fund's maturity, consistent with preservation of capital.  The
Fund intends to terminate in the year 2010.

   TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 FUND each will seek its
objective by investing, under normal market conditions, at least 65% of its
total assets 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.

   AS A RESULT OF THE VOLATILE NATURE OF THE MARKET FOR ZERO COUPON SECURITIES,
THE VALUE OF SHARES OF TARGET MATURITY 2007 FUND AND TARGET MATURITY 2010 FUND
PRIOR TO EACH FUND'S MATURITY MAY FLUCTUATE SIGNIFICANTLY.  THUS, TO ACHIEVE A
PREDICTABLE RETURN, INVESTORS SHOULD HOLD THEIR INVESTMENTS IN EITHER OF THESE
TWO FUNDS UNTIL THE FUND LIQUIDATES SINCE THE FUND'S VALUE CHANGES DAILY WITH
MARKET CONDITIONS.  ACCORDINGLY, ANY INVESTOR WHO REDEEMS HIS OR HER SHARES
PRIOR TO A FUND'S MATURITY IS LIKELY TO ACHIEVE A DIFFERENT INVESTMENT RESULT
THAN THE RETURN THAT WAS PREDICTED ON THE DATE THE INVESTMENT WAS MADE, AND MAY
EVEN SUFFER A SIGNIFICANT LOSS.

   UTILITIES INCOME FUND.  The primary investment objective of the 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.

   There can be no assurance that any Fund will achieve its investment
objectives.  See "Investment Objectives and Policies" for a detailed description
of each Fund's investment objectives and policies.

   Life Series Fund offers shares of each Fund to insurance company separate
accounts that fund Policies and Contracts.  Due to differences in tax treatment
or other considerations, the interests of various Contract owners and Policy
owners might at some point be in conflict.  Life Series Fund currently does not
foresee any such conflict.  If such a conflict were to occur, one or more
Policies or Contracts offered by First Investors Life might be required to
withdraw its investments in one or more Funds.  This might force a Fund to sell
securities at disadvantageous prices.


                                      3
<PAGE>

                            FINANCIAL HIGHLIGHTS

   The following table sets forth the per share operating performance data for a
share outstanding, total return, ratios to average net assets and other
supplemental data for each period indicated.  Additional performance information
is contained in Life Series Fund's Annual Report which may be obtained without
charge by contacting First Investors Life at 212-858-8200.  The table below has
been derived from financial statements which have been audited by Tait, Weller &
Baker, independent certified public accountants, whose report thereon appears in
the SAI.  This information should be read in conjunction with the Financial
Statements and Notes thereto, which also appear in the SAI, available at no
charge upon request to the Funds.


                                      4
<PAGE>

<TABLE>
<CAPTION>
                                                                         PER SHARE DATA
                               --------------------------------------------------------------------------------------------------
                                                     INCOME FROM INVESTMENT OPERATIONS         LESS DISTRIBUTIONS FROM
                                  NET ASSET     --------------------------------------------   ------------------------
                                      VALUE                    NET REALIZED 
                               ------------            NET   AND UNREALIZED       TOTAL FROM          NET          NET      TOTAL
                               BEGINNING OF     INVESTMENT   GAIN (LOSS) ON       INVESTMENT   INVESTMENT     REALIZED    DISTRI-
                                     PERIOD         INCOME      INVESTMENTS       OPERATIONS       INCOME        GAINS    BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>          <C>                  <C>          <C>            <C>         <C>
BLUE CHIP
3/8/90* to 12/31/90  . . . .         $10.00          $ .07            $(.02)           $ .05        $  --        $  --      $  --
1991 . . . . . . . . . . . .          10.05            .12             2.50             2.62          .05           --        .05
1992 . . . . . . . . . . . .          12.62            .16              .67              .83          .21           --        .21
1993 . . . . . . . . . . . .          13.24            .15              .97             1.12          .15           --        .15
1994 . . . . . . . . . . . .          14.21            .18             (.39)            (.21)         .08          .17        .25
1995   . . . . . . . . . . .          13.75            .26             4.11             4.37          .19          .95       1.14
1996 . . . . . . . . . . . .          16.98            .22             3.31             3.53          .25          .49        .74
1997 . . . . . . . . . . . .          19.77            .19             4.88             5.07          .22          .91       1.13
                                                                                      
CASH MANAGEMENT **                                                                     
                                                                                      
1989 . . . . . . . . . . . .         $ 1.00          $.075            $  --           $ .075        $.075        $  --      $.075
1990 . . . . . . . . . . . .           1.00           .072               --             .072         .072           --       .072
1991 . . . . . . . . . . . .           1.00           .054               --             .054         .054           --       .054
1992 . . . . . . . . . . . .           1.00           .029               --             .029         .029           --       .029
1993 . . . . . . . . . . . .           1.00           .027               --             .027         .027           --       .027
1994 . . . . . . . . . . . .           1.00           .037               --             .037         .037           --       .037
1995 . . . . . . . . . . . .           1.00           .054               --             .054         .054           --       .054
1996 . . . . . . . . . . . .           1.00           .049               --             .049         .049           --       .049
1997 . . . . . . . . . . . .           1.00           .050               --             .050         .050           --       .050
                                                                                      
DISCOVERY                                                                             
1989 . . . . . . . . . . . .         $10.38          $ .19            $2.19            $2.38        $ .27        $ .09      $ .36
1990 . . . . . . . . . . . .          12.40            .14             (.78)            (.64)         .15          .90       1.05
1991 . . . . . . . . . . . .          10.71            .07             5.42             5.49          .18           --        .18
1992 . . . . . . . . . . . .          16.02             --             2.51             2.51          .03          .15        .18
1993 . . . . . . . . . . . .          18.35             --             3.92             3.92           --          .91        .91
1994 . . . . . . . . . . . .          21.36            .06             (.62)            (.56)          --          .94        .94
1995 . . . . . . . . . . . .          19.86            .11             4.62             4.73          .06         1.26       1.32
1996 . . . . . . . . . . . .          23.27            .13             2.66             2.79          .11          .89       1.00
1997 . . . . . . . . . . . .          25.06            .08             3.93             4.01          .14         1.16       1.30
</TABLE>

   (a) Annualized
     * Commencement of operations
    ** Adjusted to reflect ten-for-one stock split on May 1, 1991.
     + Some or all expenses have been waived or assumed by the
       investment adviser from commencement of operations through
    ++ December 31, 1997.
   +++ The effect of fees and charges incurred at the separate
       account level are not reflected in these performance figures.
       Average commission rate (per share of security) as required
       by amended disclosure requirements effective in 1996.


                                        5
<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                  RATIOS / SUPPLEMENTAL DATA    
- ------------------------------------------------------------------------------------------------------------------------------------
                                        
                                        
                                                                            RATIO TO AVERAGE NET
                                                                                ASSETS BEFORE
                                                  RATIO TO AVERAGE            EXPENSES WAIVED OR 
                                                    NET ASSETS +                    ASSUMED
                                                  ----------------          --------------------
    NET ASSET                     NET ASSETS                        NET                         NET
        VALUE                         END OF                    INVEST-                     INVEST-
    ---------          TOTAL          PERIOD                       MENT                        MENT       PORTFOLIO          AVERAGE
       END OF     RETURN ++              (IN       EXPENSES      INCOME       EXPENSES       INCOME        TURNOVER       COMMISSION
       PERIOD            (%)      THOUSANDS)            (%)         (%)             (%)         (%)        RATE (%)         RATE +++
- ------------------------------------------------------------------------------------------------------------------------------------
    <S>           <C>             <C>              <C>          <C>           <C>           <C>           <C>             <C>      
       $10.05         .61(a)      $   3,656             --       2.95(a)        1.92(a)       1.03(a)         15        $      --
        12.62       26.17            13,142           1.00       1.88           1.55          1.34            21               --
        13.24        6.67            23,765            .79       1.66            .86          1.60            40               --
        14.21        8.51            34,030            .88       1.27           N/A           N/A             37               --
        13.75       (1.45)           41,424            .88       1.49           N/A           N/A             82               --
        16.98       34.00            66,900            .86       1.91           N/A           N/A             26               --
        19.77       21.52           100,078            .84       1.39           N/A           N/A             45            .0692
        23.71       26.72           154,126            .81        .99           N/A           N/A             63            .0649


         1.00        7.79        $    2,210             --       7.84           1.35          6.49           N/A        $      --
         1.00        7.49             8,203            .39       6.90           1.15          6.15           N/A               --
         1.00        5.71             9,719            .57       5.39            .93          5.03           N/A               --
         1.00        3.02             8,341            .79       2.99            .98          2.81           N/A               --
         1.00        2.70             4,243            .60       2.67           1.05          2.22           N/A               --
         1.00        3.77             3,929            .60       3.69           1.04          3.25           N/A               --
         1.00        5.51             4,162            .60       5.36           1.10          4.87           N/A               --
         1.00        5.00             4,297            .60       4.89           1.11          4.38           N/A               --
         1.00        5.08             4,760            .70       4.97           1.06          4.61           N/A               --


        12.40       23.62         $     283             --       2.43           4.78         (2.35)          231        $      --
        10.71       (5.47)              960             --       2.97           2.68           .28           104               --
        16.02       51.73             4,661            .70        .48           1.49          (.31)           93               --
        18.35       15.74            10,527            .91        .02           1.05          (.12)           91               --
        21.36       22.20            21,221            .87       (.03)          N/A           N/A             69               --
        19.86       (2.53)           30,244            .88        .36           N/A           N/A             53               --
        23.27       25.23            50,900            .87        .63           N/A           N/A             78               --
        25.06       12.48            70,899            .85        .63           N/A           N/A             98            .0689
        27.77       16.84            99,530            .82        .34           N/A           N/A             85            .0648

</TABLE>


                                       6

<PAGE>


<TABLE>
<CAPTION>
                                                                         PER SHARE DATA
                               --------------------------------------------------------------------------------------------------
                                                     INCOME FROM INVESTMENT OPERATIONS         LESS DISTRIBUTIONS FROM
                                  NET ASSET     --------------------------------------------   ------------------------
                                      VALUE                    NET REALIZED 
                               ------------            NET   AND UNREALIZED       TOTAL FROM          NET          NET      TOTAL
                               BEGINNING OF     INVESTMENT   GAIN (LOSS) ON       INVESTMENT   INVESTMENT     REALIZED    DISTRI-
                                     PERIOD         INCOME      INVESTMENTS       OPERATIONS       INCOME        GAINS    BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>          <C>                  <C>          <C>            <C>         <C>
 GOVERNMENT
 1/7/92* to 12/31/92  . . . .         $10.00        $   .47      $   .51           $   .98         $   .33     $     --      $   .33
 1993 . . . . . . . . . . . .          10.65            .64          .02               .66             .70          .19          .89
 1994 . . . . . . . . . . . .          10.42            .79        (1.21)             (.42)            .25          .05          .30
 1995   . . . . . . . . . . .           9.70            .66          .78              1.44             .62           --          .62
 1996 . . . . . . . . . . . .          10.52            .68         (.33)              .35             .68           --          .68
 1997 . . . . . . . . . . . .          10.19            .72          .11               .83             .69           --          .69
                                                                                   
 GROWTH                                                                            
 1989 . . . . . . . . . . . .         $10.79        $   .02      $  2.51           $  2.53         $   .18     $    .12      $   .30
 1990 . . . . . . . . . . . .          13.02            .16         (.55)             (.39)            .06           --          .06
 1991 . . . . . . . . . . . .          12.57            .17         4.15              4.32             .18           --          .18
 1992 . . . . . . . . . . . .          16.71            .08         1.41              1.49             .18         1.38         1.56
 1993 . . . . . . . . . . . .          16.64            .07          .93              1.00             .09          .10          .19
 1994 . . . . . . . . . . . .          17.45            .09         (.60)             (.51)             --          .21          .21
 1995 . . . . . . . . . . . .          16.73            .18         3.94              4.12             .09          .29          .38
 1996 . . . . . . . . . . . .          20.47            .18         4.68              4.86             .18          .59          .77
 1997 . . . . . . . . . . . .          24.56            .15         6.57              6.72             .18         1.86         2.04
                                                                                   
 HIGH YIELD                                                                        
 1989 . . . . . . . . . . . .         $11.56        $   .74      $  (.92)          $  (.18)        $   .56     $    .11      $   .67
 1990 . . . . . . . . . . . .          10.71           1.08        (1.79)             (.71)            .83           --          .83
 1991 . . . . . . . . . . . .           9.17           1.16         1.66              2.82            1.18           --         1.18
 1992 . . . . . . . . . . . .          10.81           1.11          .21              1.32            1.69           --         1.69
 1993 . . . . . . . . . . . .          10.44            .96          .88              1.84            1.12           --         1.12
 1994 . . . . . . . . . . . .          11.16            .87        (1.14)             (.27)            .31           --          .31
 1995 . . . . . . . . . . . .          10.58           1.00          .95              1.95             .96           --          .96
 1996 . . . . . . . . . . . .          10.57           1.02          .35              1.37            1.01           --         1.01
 1997 . . . . . . . . . . . .          11.93            .98          .41              1.39            1.02           --         1.02

</TABLE>


    (a) Annualized
      * Commencement of operations
      + Some or all expenses have been waived or assumed by the
        investment adviser from commencement of operations through
        December 31, 1997.
     ++ The effect of fees and charges incurred at the separate
        account level are not reflected in the performance figures.
    +++ Average commission rate (per share of security) as required
        by amended disclosure requirements effective in 1996.


                                       7

<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                  RATIOS / SUPPLEMENTAL DATA    
- ------------------------------------------------------------------------------------------------------------------------------------
                                        
                                        
                                                                            RATIO TO AVERAGE NET
                                                                                ASSETS BEFORE
                                                  RATIO TO AVERAGE            EXPENSES WAIVED OR 
                                                    NET ASSETS +                    ASSUMED
                                                  ----------------          --------------------
    NET ASSET                     NET ASSETS                        NET                         NET
        VALUE                         END OF                    INVEST-                     INVEST-
    ---------          TOTAL          PERIOD                       MENT                        MENT       PORTFOLIO          AVERAGE
       END OF     RETURN ++              (IN       EXPENSES      INCOME       EXPENSES       INCOME        TURNOVER       COMMISSION
       PERIOD            (%)      THOUSANDS)            (%)         (%)             (%)         (%)        RATE (%)         RATE +++
- ------------------------------------------------------------------------------------------------------------------------------------
    <S>           <C>             <C>              <C>          <C>           <C>           <C>           <C>             <C>      
       $10.65       9.95(a)       $   5,064          .03(a)        6.64(a)      .89(a)         5.79(a)          301        $      --
        10.42       6.35              8,234          .35           6.60         .84            6.11             525               --
         9.70      (4.10)             7,878          .35           6.74         .90            6.19             457               --
        10.52      15.63              9,500          .40           6.79         .93            6.26             198               --
        10.19       3.59              9,024          .60           6.75         .94            6.41             199               --
        10.33       8.61              9,120          .60           6.95         .92            6.63             134               --


        13.02      24.00          $     570           --           2.91        5.21           (2.30)             24        $      --
        12.57      (2.99)             2,366           --           3.03        1.64            1.40              28               --
        16.71      34.68              7,743          .69           1.21        1.34             .55             148               --
        16.64       9.78             16,385          .76            .75        1.20             .30              45               --
        17.45       6.00             25,658          .91            .43         N/A             N/A              51               --
        16.73      (2.87)            32,797          .90            .60         N/A             N/A              40               --
        20.47      25.12             51,171          .88           1.11         N/A             N/A              64               --
        24.56      24.45             78,806          .85            .92         N/A             N/A              49            .0485
        29.24      29.28            127,585          .82            .64         N/A             N/A              27            .0506


        10.71      (1.76)         $  14,354           --          12.05         .88           11.17              22        $      --
         9.71      (5.77)            18,331           --          13.21         .91           12.30              35               --
        10.81      33.96             23,634          .53          11.95         .89           11.60              40               --
        10.44      13.15             24,540          .91          10.48         .96           10.43              84               --
        11.16      18.16             30,593          .91           9.49         N/A             N/A              96               --
        10.58      (1.56)            32,285          .88           9.43         N/A             N/A              50               --
        11.57      19.82             41,894          .87           9.86         N/A             N/A              57               --
        11.93      12.56             49,474          .85           9.43         N/A             N/A              34               --
        12.30      12.47             59,619          .83           8.88         N/A             N/A              40               --


</TABLE>


                                       8

<PAGE>


<TABLE>
<CAPTION>
                                                                         PER SHARE DATA
                               --------------------------------------------------------------------------------------------------
                                                     INCOME FROM INVESTMENT OPERATIONS         LESS DISTRIBUTIONS FROM
                                  NET ASSET     --------------------------------------------   ------------------------
                                      VALUE                    NET REALIZED 
                               ------------            NET   AND UNREALIZED       TOTAL FROM          NET          NET      TOTAL
                               BEGINNING OF     INVESTMENT   GAIN (LOSS) ON       INVESTMENT   INVESTMENT     REALIZED    DISTRI-
                                     PERIOD         INCOME      INVESTMENTS       OPERATIONS       INCOME        GAINS    BUTIONS
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>          <C>                  <C>          <C>            <C>         <C>
 INTERNATIONAL SECURITIES
 ------------------------
 4/16/90* to 12/31/90  . . .          $10.00          $ .03      $   .34               $  .37       $   --       $   --       $   --
 1991 . . . . . . . . . . . .          10.37            .09         1.49                 1.58          .03          .05          .08
 1992 . . . . . . . . . . . .          11.87            .15         (.28)                (.13)         .15          .22          .37
 1993 . . . . . . . . . . . .          11.37            .10         2.41                 2.51          .14           --          .14
 1994 . . . . . . . . . . . .          13.74            .14         (.32)                (.18)         .05           --          .05
 1995   . . . . . . . . . . .          13.51            .19         2.25                 2.44          .12          .25          .37
 1996 . . . . . . . . . . . .          15.58            .18         2.12                 2.30          .19          .50          .69
 1997 . . . . . . . . . . . .          17.19            .18         1.26                 1.44          .20         1.52         1.72
                                                                 
 INVESTMENT GRADE 
 ----------------                                                
 1/7/92* to 12/31/92   . . .          $10.00          $ .43      $   .44               $  .87       $  .34       $   --      $   .34
 1993 . . . . . . . . . . . .          10.53            .65          .49                 1.14          .71          .01          .72
 1994 . . . . . . . . . . . .          10.95            .67        (1.06)                (.39)         .16          .09          .25
 1995 . . . . . . . . . . . .          10.31            .67         1.28                 1.95          .53           --          .53
 1996 . . . . . . . . . . . .          11.73            .72         (.42)                 .30          .67           --          .67
 1997 . . . . . . . . . . . .          11.36            .74          .31                 1.05          .74           --          .74
                                                                
 TARGET MATURITY 2007                                        
 --------------------
 4/26/95* to 12/31/95  . . .          $10.00          $ .26      $  2.00                $2.26       $   --        $  --       $   --
 1996 . . . . . . . . . . . .          12.26            .56         (.83)                (.27)         .23          .05          .28
 1997 . . . . . . . . . . . .          11.71            .59          .90                 1.49          .57           --          .57
                                                                 
 TARGET MATURITY 2010
 --------------------
 4/30/96* to 12/31/96 . . . .         $10.00          $ .26      $   .90                $1.16       $   --        $  --           --
 1997 . . . . . . . . . . . .          11.16            .45         1.29                 1.74          .20           --          .20
                                                                
 UTILITIES INCOME
 ----------------                                                
 11/15/93* to 12/31/93  . . .         $10.00          $ .01      $  (.07)               $(.06)      $   --        $  --           --
 1994 . . . . . . . . . . . .           9.94            .24         (.96)                (.72)         .03           --          .03
 1995 . . . . . . . . . . . .           9.19            .28         2.46                 2.74          .19           --          .19
 1996 . . . . . . . . . . . .          11.74            .32          .78                 1.10          .27           --          .27
 1997 . . . . . . . . . . . .          12.57            .37         2.64                 3.01          .36          .27          .63

</TABLE>


   (a) Annualized
      * Commencement of operations
      + Some or all expenses have been waived or assumed by the
        investment adviser from commencement of operations through
     ++ December 31, 1997.
    +++ The effect of fees and charges incurred at the separate
        account level are not reflected in the performance figures.
        Average commission rate (per share of security) as required
        by amended disclosure requirements effective in 1996.


                                       9

<PAGE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                  RATIOS / SUPPLEMENTAL DATA    
- ------------------------------------------------------------------------------------------------------------------------------------
                                        
                                        
                                                                            RATIO TO AVERAGE NET
                                                                                ASSETS BEFORE
                                                  RATIO TO AVERAGE            EXPENSES WAIVED OR 
                                                    NET ASSETS +                    ASSUMED
                                                  ----------------          --------------------
    NET ASSET                     NET ASSETS                        NET                         NET
        VALUE                         END OF                    INVEST-                     INVEST-
    ---------          TOTAL          PERIOD                       MENT                        MENT       PORTFOLIO          AVERAGE
       END OF     RETURN ++              (IN       EXPENSES      INCOME       EXPENSES       INCOME        TURNOVER       COMMISSION
       PERIOD            (%)      THOUSANDS)            (%)         (%)             (%)         (%)        RATE (%)         RATE +++
- ------------------------------------------------------------------------------------------------------------------------------------
    <S>           <C>             <C>              <C>          <C>           <C>           <C>           <C>             <C>      
       $10.37        5.21(a)        $  3,946           --          .99(a)      3.43(a)       (2.43)(a)         29        $      --
        11.87       15.24              8,653         1.70          .75         2.27            .18             70               --
        11.37       (1.13)            12,246         1.03         1.55         1.38           1.20             36               --
        13.74       22.17             21,009         1.14          .97          N/A            N/A             37               --
        13.51       (1.29)            31,308         1.03         1.22          N/A            N/A             36               --
        15.58       18.70             41,012         1.02         1.42          N/A            N/A             45               --
        17.19       15.23             57,955         1.12         1.25          N/A            N/A             67            .0093
        16.91        9.09             74,463         1.13         1.15          N/A            N/A             71            .0042


        10.53        8.91(a)        $  4,707          .23(a)      6.16(a)       .93(a)        5.46(a)          72        $      --
        10.95       10.93             10,210          .35         6.32          .85           5.82             64               --
        10.31       (3.53)            11,602          .37         6.61          .92           6.06             15               --
        11.73       19.69             16,262          .51         6.80          .91           6.40             26               --
        11.36        2.84             16,390          .60         6.47          .88           6.19             19               --
        11.67        9.81             17,220          .60         6.54          .87           6.27             41               --


        12.26       22.60           $  9,860          .04(a)      6.25(a)       .87(a)        5.42(a)          28        $      --
        11.71       (2.16)            14,647          .60         6.05          .82           5.83             13               --
        12.63       13.38             20,300          .60         5.91          .82           5.69              1               --


        11.16       11.60           $  2,195          .60(a)      6.05(a)       .98(a)        5.67(a)           0        $      --
        12.70       15.86              5,209          .60         5.88          .87           5.61             13               --


         9.94       (4.66)(a)       $    494           --         1.46(a)      3.99(a)       (2.52)(a)          0        $      --
         9.19       (7.24)             4,720          .17         4.13          .95           3.35             31               --
        11.74       30.26             14,698          .41         4.23          .91           3.73             17               --
        12.57        9.57             24,108          .60         3.48          .86           3.22             45            .0707
        14.95       25.07             33,977          .67         3.12          .85           2.94             64            .0681

</TABLE>


                                       10


<PAGE>

                      INVESTMENT OBJECTIVES AND POLICIES

BLUE CHIP FUND

     BLUE CHIP FUND seeks to provide investors with high total investment 
return consistent with the preservation of capital.  The Fund seeks to 
achieve its objective by investing, under normal market conditions, at least 
65% of its total assets in equity securities of "Blue Chip" companies, 
including common and preferred stocks and securities convertible into common 
stock, that the Adviser believes have potential earnings growth that is 
greater than the average company included in the Standard & Poor's 500 
Composite Stock Price Index ("S&P 500"). The Fund also may invest up to 35% 
of its total assets in the equity securities of non-Blue Chip companies that 
the Adviser believes have significant potential for growth of capital or 
future income consistent with the preservation of capital.  When market 
conditions warrant, or when the Adviser believes it is necessary to achieve 
the Fund's objective, the Fund may invest up to 25% of its total assets in 
fixed income securities.  It is the Fund's policy to remain relatively fully 
invested in equity securities under all market conditions rather than to 
attempt to time the market by maintaining large cash or fixed-income 
securities positions when market declines are anticipated.  The Fund is 
appropriate for investors who are comfortable with a fully invested stock 
portfolio.

     The Fund defines Blue Chip companies as those companies that are 
included in the S&P 500.  Blue Chip companies are considered to be of 
relatively high quality and generally exhibit superior fundamental 
characteristics, which may include:  potential for consistent earnings 
growth, a history of profitability and payment of dividends, leadership 
position in their industries and markets, proprietary products or services, 
experienced management, high return on equity and a strong balance sheet.  
Blue Chip companies usually exhibit less investment risk and share price 
volatility than smaller, less established companies. Examples of Blue Chip 
companies are Microsoft Corp., General Electric Co., Pepsico Inc. and 
Bristol-Myers Squibb Co.

     The fixed-income securities in which the Fund may invest include money 
market instruments (including prime commercial paper, certificates of deposit 
of domestic branches of U.S. banks and bankers' acceptances), obligations 
issued or guaranteed as to principal and interest by the U.S. Government, its 
agencies or instrumentalities ("U.S. Government Obligations") (including 
mortgage-backed securities) and corporate debt securities.  However, no more 
than 5% of the Fund's net assets may be invested in corporate debt securities 
rated below Baa by Moody's Investors Service, Inc. ("Moody's") or BBB by 
Standard & Poor's Ratings Group ("S&P").  The Fund may borrow money for 
temporary or emergency purposes in amounts not exceeding 5% of its total 
assets.  The Fund may also invest up to 10% of its total assets in American 
Depository Receipts ("ADRs"), enter into repurchase agreements and make loans 
of portfolio securities.  See "Description of Certain Securities, Other 
Investment Policies and Risk Factors" and the SAI for additional information 
concerning these securities.

CASH MANAGEMENT FUND

     CASH MANAGEMENT FUND seeks to earn a high rate of current income 
consistent with the preservation of capital and maintenance of liquidity.  
The Fund generally can invest only in securities that mature or are deemed to 
mature within 397 days from the date of purchase.  In addition, the Fund 
maintains a dollar-weighted average portfolio maturity of 90 days or less.  
In 


                                       11

<PAGE>

managing the Fund's investment portfolio, the Adviser may employ various 
professional money management techniques in order to respond to changing 
economic and money market conditions and to shifts in fiscal and monetary 
policy.  These techniques include varying the composition and the 
average-weighted maturity of the Fund's portfolio based upon the Adviser's 
assessment of the relative values of various money market instruments and 
future interest rate patterns.  The Adviser also may seek to improve the 
Fund's yield by purchasing or selling securities to take advantage of yield 
disparities among money market instruments that regularly occur in the money 
market.

     The Fund invests primarily in (1) high quality marketable securities 
issued or guaranteed as to principal and interest by the U.S. Government, its 
agencies or instrumentalities, (2) bank certificates of deposit, bankers' 
acceptances, time deposits and other short-term obligations issued by banks 
and (3) prime commercial paper and high quality, U.S. dollar denominated 
short-term corporate bonds and notes.  The U.S. Government securities in 
which the Fund may invest include a variety of U.S. Treasury securities that 
differ in their interest rates, maturities and dates of issue.  Securities 
issued or guaranteed by agencies or instrumentalities of the U.S. Government 
may be supported by the full faith and credit of the United States or by the 
right of the issuer to borrow from the U.S. Treasury.  See the SAI for 
additional information on U.S. Government securities.  The Fund may invest in 
domestic bank certificates of deposit (insured up to $100,000) and bankers' 
acceptances (not insured) issued by domestic banks and savings institutions 
which are insured by the Federal Deposit Insurance Corporation ("FDIC") and 
that have total assets exceeding $500 million.  The Fund also may invest in 
certificates of deposit issued by London branches of domestic or foreign 
banks ("Eurodollar CDs").  The Fund may invest in time deposits and other 
short-term obligations, including uninsured, direct obligations bearing 
fixed, floating or variable interest rates, issued by domestic banks, foreign 
branches of domestic banks, foreign subsidiaries of domestic banks and 
domestic and foreign branches of foreign banks.  The Fund also may invest in 
repurchase agreements with banks that are members of the Federal Reserve 
System or securities dealers that are members of a national securities 
exchange or are market makers in U.S. Government securities, and, in either 
case, only where the debt instrument subject to the repurchase agreement is a 
U.S. Treasury or agency obligation.  Repurchase agreements maturing in over 7 
days are deemed illiquid securities, and can constitute no more than 10% of 
the Fund's net assets.  See "Description of Certain Securities, Other 
Investment Policies and Risk Factors" for additional information on 
repurchase agreements.

     The Fund also may purchase high quality, U.S. dollar denominated 
short-term bonds and notes, including variable rate and master demand notes 
issued by domestic and foreign corporations (including banks).  The Fund may 
invest in floating and variable rate demand notes and bonds that permit the 
Fund, as the holder, to demand payment of principal at any time, or at 
specified intervals not exceeding 397 days, in each case upon not more than 
30 days' notice.  The Fund may borrow money for temporary or emergency 
purposes in amounts not exceeding 5% of its total assets.  When market 
conditions warrant, the Fund may purchase short-term, high quality fixed and 
variable rate instruments issued by state and municipal governments and by 
public authorities.  See "Description of Certain Securities, Other Investment 
Policies and Risk Factors" for additional information concerning these 
securities.

     The Fund may purchase only obligations that (1) the Adviser determines 
present minimal credit risks based on procedures adopted by the Life Series 
Board of Trustees, and (2) are either (a) rated in one of the top two rating 
categories by any two nationally recognized statistical rating 


                                       12

<PAGE>

organizations ("NRSROs") (or one, if only one rated the security) or (b) 
unrated securities that the Adviser determines are of comparable quality.   
Securities qualify as being in the top rating category ("First Tier 
Securities") if at least two NRSROs (or one, if only one rated the security) 
have given it the highest rating, or unrated securities that the Adviser 
determines are of comparable quality.  The Fund's purchases of commercial 
paper are limited to First Tier Securities. The Fund may not invest more than 
5% of its total assets in securities rated in the second highest rating 
category ("Second Tier Securities").  Investments in Second Tier Securities 
of any one issuer are limited to the greater of 1% of the Fund's total assets 
or $1 million. The Fund generally may invest no more than 5% of its total 
assets in the securities of a single issuer (other than securities issued by 
the U.S. Government, its agencies or instrumentalities).

     In periods of declining interest rates, the Fund's yield will tend to be 
somewhat higher than prevailing market rates, and in periods of rising 
interest rates the opposite will be true.  Also, when interest rates are 
falling, net cash inflows from the continuous sale of the Fund's shares 
likely will be invested in portfolio instruments producing lower yields than 
the balance of the Fund's portfolio, thereby reducing the Fund's yield.  In 
periods of rising interest rates, the opposite may be true.

DISCOVERY FUND

     DISCOVERY FUND seeks long-term capital appreciation, without regard to 
dividend or interest income.  The Fund seeks to achieve its objective by 
investing, under normal market conditions, 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 
potential for capital growth.

     The Fund seeks to invest in the common stock of companies that the 
Adviser believes are undervalued in the current market in relation to 
fundamental economic values such as earnings, sales, cash flow and tangible 
book value; that are early in their corporate development (I.E., before they 
become widely recognized and well known and while their reputations and track 
records are still emerging); or that offer the possibility of greater 
earnings because of revitalized management, new products or structural 
changes in the economy.  Such companies primarily are those with small to 
medium market capitalization, which the Fund considers to be market 
capitalization of up to $1.5 billion.  The Adviser believes that, over time, 
these securities are more likely to appreciate in price than securities whose 
market prices have already reached their perceived economic value.  In 
addition, the Fund intends to diversify its holdings among as many companies 
and industries as the Adviser deems appropriate.

     Companies that are early in their corporate development may be dependent 
on relatively few products or services, may lack adequate capital reserves, 
may be dependent on one or two management individuals and may have less of a 
track record or historical pattern of performance.  In addition, there may be 
less information available as to the issuers and their securities may not be 
well known to the general public and may not yet have wide institutional 
ownership. Securities of these companies may have more potential for growth 
but also greater risk than that normally associated with larger, older or 
better-known companies.

     Investments in securities of companies with small to medium market 
capitalization are generally considered to offer greater opportunity for 
appreciation and to involve greater risk of 


                                       13

<PAGE>

depreciation than securities of companies with larger market capitalization.  
These include the equity securities of companies which represent new or 
changing industries and those which, in the opinion of the Adviser, represent 
special situations, the potential future value of which has not been fully 
recognized.  Growth securities of companies with small to medium market 
capitalization which represent a special situation bear the risk that the 
special situation will not develop as favorably as expected, or the situation 
may deteriorate.  For example, a merger with favorable implications may be 
blocked, an industrial development may not enjoy anticipated market 
acceptance or a bankruptcy may not be as profitably resolved as had been 
expected.  Because the securities of most companies with small to medium 
market capitalization are not as broadly traded as those of companies with 
larger market capitalization, these securities are often subject to wider and 
more abrupt fluctuations in market price.  In the past, there have been 
prolonged periods when these securities have substantially underperformed or 
outperformed the securities of larger capitalization companies.  In addition, 
smaller capitalization companies generally have fewer assets available to 
cushion an unforeseen adverse occurrence and thus such an occurrence may have 
a disproportionately negative impact on these companies.

     The majority of the Fund's investments are expected to be securities 
listed on the New York Stock Exchange ("NYSE") or other national securities 
exchanges, or securities that have an established over-the-counter ("OTC") 
market, although the depth and liquidity of the OTC market may vary from time 
to time and from security to security.  

     The Fund may invest up to 15% of its total assets in common stocks 
issued by foreign companies which are traded on a recognized domestic or 
foreign securities exchange.  In addition to the fundamental analysis of 
companies and their industries which it performs for U.S. issuers, the 
Adviser evaluates the economic and political climate of the country in which 
the company is located and the principal securities markets in which such 
securities are traded. Although the foreign stocks in which the Fund invests 
are primarily denominated in foreign currencies, the Fund also may invest in 
ADRs.  The Adviser does not attempt to time actively either short-term market 
trends or short-term currency trends in any market.  See "Foreign Securities" 
and "American Depository Receipts."

     The Fund may borrow money for temporary or emergency purposes in amounts 
not exceeding 5% of its total assets.  The Fund also may enter into 
repurchase agreements and make loans of portfolio securities.  For temporary 
defensive purposes, the Fund may invest all of its assets in U.S. Government 
Obligations, prime commercial paper.  Certificates of deposit and bankers' 
acceptances.  See "Description of Certain Securities, Other Investment 
Policies and Risk Factors" and the SAI for more information regarding these 
securities.

GOVERNMENT FUND

     GOVERNMENT FUND seeks to achieve a significant level of current income 
which is consistent with security and liquidity of principal by investing, 
under normal market conditions, at least 65% of its assets in U.S. Government 
Obligations (including mortgage-backed securities).  The Fund has no fixed 
policy with respect to the duration of U.S. Government Obligations it 
purchases. Securities issued or guaranteed as to principal and interest (but 
not market value) by the U.S. Government include a variety of Treasury 
securities, which differ only in their interest rates, maturities and times 
of issuance. Although the payment of interest and principal on a portfolio 
security may be guaranteed by the U.S. Government or one of its agencies or 


                                       14

<PAGE>

instrumentalities, shares of the Fund are not insured or guaranteed by the 
U.S. Government or any agency or instrumentality.  The net asset value of 
shares of the Fund generally will fluctuate in response to interest rate 
levels.  When interest rates rise, prices of fixed income securities 
generally decline; when interest rates decline, prices of fixed income 
securities generally rise.  See "U.S. Government Obligations" and "Debt 
Securities," below.

     The Fund may invest in mortgage-backed securities, including those 
involving Government National Mortgage Association ("GNMA") certificates, 
Federal National Mortgage Association ("FNMA") certificates and Federal Home 
Loan Mortgage Corporation ("FHLMC") certificates.  The Fund also may invest 
in securities issued or guaranteed by other U.S. Government agencies or 
instrumentalities, including:  the Federal Farm Credit System (which may not 
borrow from the U.S. Treasury and the securities of which are not guaranteed 
by the U.S. Government); the Federal Home Loan Bank (which may borrow from 
the U.S. Treasury to meet its obligations but the securities of which are not 
guaranteed by the U.S. Government); the Tennessee Valley Authority and the 
U.S. Postal Service (each of which may borrow from the U.S. Treasury to meet 
it obligations); and the Farmers Home Administration and the Export-Import 
Bank (the securities of which are backed by the full faith and credit of the 
United States).  The Fund may invest in collateralized mortgage obligations 
("CMOs") and stripped mortgage-backed securities issued or guaranteed by the 
U.S. Government, its agencies, authorities or instrumentalities.  See 
"Mortgage-Backed Securities," below.

     The Fund may invest up to 35% of its assets in securities other than 
U.S. Government Obligations and mortgage-backed securities.  These may 
include: prime commercial paper, certificates of deposit of domestic branches 
of U.S. banks, bankers' acceptances, repurchase agreements (applicable to 
U.S. Government Obligations), insured certificates of deposit and 
certificates representing accrual on U.S. Treasury securities.  The Fund also 
may make loans of portfolio securities and invest in zero coupon securities.  
The Fund may borrow money for temporary or emergency purposes in amounts not 
exceeding 5% of its total assets and may invest up to 35% of its net assets 
in securities issued on when-issued or delayed delivery basis.  See 
"Description of Certain Securities, Other Investment Policies and Risk 
Factors," below, and the SAI for a further discussion of these securities.

     For temporary defensive purposes, the Fund may invest all of its assets 
in cash, cash equivalents and money market instruments, including bank 
certificates of deposit, bankers' acceptances and commercial paper issued by 
domestic corporations, short-term fixed income securities or U.S. Government 
Obligations. See the SAI for a description of these securities.

GROWTH FUND

     The investment objective of GROWTH FUND is long-term capital 
appreciation. Current income through the receipt of interest or dividends 
from investments will merely be incidental to the Fund's efforts in pursuing 
its goal.  It is the policy of the Fund to invest, under normal market 
conditions, primarily in common stocks and it is anticipated that the Fund 
will usually be so invested. It also may invest to a limited degree in 
convertible securities and preferred stocks.  At least 75% of the value of 
the Fund's total assets (excluding securities held for defensive purposes) 
shall be invested in securities of companies in industries in which the 
Adviser, or the Fund's investment subadviser, Wellington Management Company, 
LLP ("Subadviser" or "WMC"), believes opportunities for capital growth exist. 
The Fund does not intend to concentrate its 


                                       15

<PAGE>

investments in a particular industry, but it may invest up to 25% of the 
value of its assets in a particular industry. The Fund may invest up to 5% of 
its total assets in common stocks issued by foreign companies that are 
denominated in U.S. currency; provided, however, that the Fund may invest 
without limit in U.S. dollar denominated foreign securities listed on the 
NYSE. The Fund may also invest in ADRs and Global Depository Receipts 
("GDRs"), purchase securities on a when-issued or delayed delivery basis and 
make loans of portfolio securities.  The Fund may borrow money for temporary 
or emergency purposes in amounts not exceeding 5% of its total assets and may 
invest up to 5% of its net assets in securities issued on a when-issued or 
delayed delivery basis.  For temporary defensive purposes, the Fund may 
invest all of its assets in U.S. Government Obligations, investment grade 
bonds, prime commercial paper, certificates of deposit, bankers' acceptances, 
repurchase agreements and participation interests.  See the SAI for a 
description of these securities.

HIGH YIELD FUND

     HIGH YIELD FUND primarily seeks high current income and secondarily 
seeks growth of capital.  The Fund actively seeks to achieve its secondary 
objective to the extent consistent with its primary objective.  The Fund 
seeks to achieve its objectives by investing, under normal market conditions, 
at least 65% of its total assets in high risk, high yield securities, 
commonly referred to as "junk bonds" ("High Yield Securities").  High Yield 
Securities include the following instruments: fixed, variable or floating 
rate debt obligations (including bonds, debentures and notes) which are rated 
below Baa by Moody's or below BBB by S&P, or, if unrated, are deemed to be of 
comparable quality by the Adviser; preferred stocks and dividend-paying 
common stocks that have yields comparable to those of high yielding debt 
securities; any of the foregoing securities of companies that are financially 
troubled, in default or undergoing bankruptcy or reorganization ("Deep 
Discount Securities"); and any securities convertible into any of the 
foregoing.  See "High Yield Securities" and "Deep Discount Securities," below.

     The Fund may invest up to 5% of its total assets in debt securities 
issued by foreign governments and companies located outside the United States 
and denominated in U.S. or foreign currency.  The Fund may borrow money for 
temporary or emergency purposes in amounts not exceeding 5% of its total 
assets, make loans of portfolio securities, enter into repurchase agreements 
and invest in zero coupon and pay-in-kind securities.  The Fund may also 
invest up to 5% of its net assets in securities issued on a when-issued or 
delayed delivery basis. See "Description of Certain Securities, Other 
Investment Policies and Risk Factors," below, and the SAI for more 
information concerning these securities.

     The Fund may invest up to 35% of its total assets in securities other 
than High Yield Securities, including:  dividend-paying common stocks; 
securities convertible into, or exchangeable for, common stock; debt 
obligations of all types (including bonds, debentures and notes) rated A or 
better by Moody's or S&P; U.S. Government Obligations; warrants; and money 
market instruments consisting of prime commercial paper, certificates of 
deposit of domestic branches of U.S. banks, bankers' acceptances and 
repurchase agreements.  The Adviser continually monitors the investments in 
the Fund's portfolio and carefully calculates on a case-by-case basis whether 
to dispose of or retain a debt obligation that has been downgraded.

     In any period of market weakness or of uncertain market or economic 
conditions, the Fund may establish a temporary defensive position to preserve 
capital by having all or part of its assets 


                                       16

<PAGE>

invested in investment grade debt securities or retained in cash or cash 
equivalents, including bank certificates of deposit, bankers' acceptances, 
U.S. Government Obligations and commercial paper issued by domestic 
corporations.  See "Description of Certain Securities, Other Investment 
Policies and Risk Factors," below.

     The medium- to lower-rated, and certain of the unrated securities in 
which the Fund invests tend to offer higher yields than higher-rated 
securities with the same maturities because the historical financial 
condition of the issuers of such securities may not be as strong as that of 
other issuers.  Debt obligations rated lower than Baa or BBB by Moody's or 
S&P, respectively, are speculative and generally involve more risk of loss of 
principal and income than higher-rated securities.  Also, their yields and 
market value tend to fluctuate more than higher quality securities.  The 
greater risks and fluctuations in yield and value occur because investors 
generally perceive issuers of lower-rated and unrated securities to be less 
creditworthy.  These risks cannot be eliminated, but may be reduced by 
diversifying holdings to minimize the portfolio impact of any single 
investment.  In addition, fluctuations in market value does not affect the 
cash income from the securities, but are reflected in the Fund's net asset 
value.  When interest rates rise, the net asset value of the Fund tends to 
decrease.  When interest rates decline, the net asset value of the Fund tends 
to increase.

     Variable or floating rate debt obligations in which the Fund may invest 
periodically adjust their interest rates to reflect changing economic 
conditions.  Thus, changing economic conditions specified by the terms of the 
security would serve to change the interest rate and the return offered to 
the investor. This reduces the effect of changing market conditions on the 
security's underlying market value.

     A High Yield Security may itself be convertible into or exchangeable for 
equity securities, or may carry with it the right to acquire equity 
securities evidenced by warrants attached to the security or acquired as part 
of a unit with the security.  Although the Fund invests primarily in High 
Yield Securities, securities received upon conversion or exercise of warrants 
and securities remaining upon the break-up of units or detachment of warrants 
may be retained to permit orderly disposition, to establish a long-term 
holding period for Federal income tax purposes or to seek capital 
appreciation.

     Because of the greater number of investment considerations involved in 
investing in High Yield Securities, the achievement of the Fund's investment 
objectives depends more on the Adviser's research abilities than would be the 
case if the Fund were investing primarily in securities in the higher rated 
categories.  Because medium- to lower-rated securities generally involve 
greater risks of loss of income and principal than higher-rated securities, 
investors should consider carefully the relative risks associated with 
investments in securities that carry medium to lower ratings or, if unrated, 
deemed to be of comparable quality by the Adviser.  See "High Yield 
Securities" and Appendix A for a description of corporate bond ratings.

     The dollar weighted average of credit ratings of all bonds held by the 
Fund during the 1997 fiscal year, computed on a monthly basis, is set forth 
below. This information reflects the average composition of the Fund's assets 
during the 1997 fiscal year and is not necessarily representative of the Fund 
as of the end of its 1997 fiscal year, the current fiscal year or at any 
other time in the future.


                                       17

<PAGE>


<TABLE>
<CAPTION>

                                                  COMPARABLE QUALITY OF
                                                  UNRATED SECURITIES TO
                              RATED BY MOODY'S    BONDS RATED BY MOODY'S
                              ----------------    ----------------------
          <S>                 <C>                 <C>
          Baa                       0.0%                   0.50%
          Ba                        8.18                   0.0
          B                        81.18                   3.45
          Caa                       0.46                   3.47
                                   -----                   ----
          Total                    89.36%                  7.42%

</TABLE>


INTERNATIONAL SECURITIES FUND

     INTERNATIONAL SECURITIES Fund primarily seeks long-term capital growth 
and secondarily seeks to earn a reasonable level of current income.  The Fund 
may invest in all types of securities issued by companies and government 
instrumentalities of any nation approved by the Board, subject only to 
industry concentration and issuer diversification restrictions described 
below and in the SAI.  This investment flexibility permits the Fund to react 
to rapidly changing economic conditions among countries which cause the 
relative attractiveness of investments within national markets to be subject 
to frequent reappraisal.  It is a fundamental policy of the Fund that no more 
than 35% of its total assets will be invested in securities issued by U.S. 
companies and U.S. Government Obligations or cash and cash equivalents 
denominated in U.S. currency.  In addition, the Fund presently does not 
intend to invest more than 35% of its total assets in any one particular 
country.  Further, except for temporary defensive purposes, the Fund's assets 
will be invested in securities of at least three different countries outside 
the United States.  See "Foreign Securities". For defensive purposes, the 
Fund may temporarily invest in securities issued by U.S. companies and the 
U.S. Government and its agencies and instrumentalities, or cash equivalents 
denominated in U.S. currency, without limitation as to amount.

     The Fund may purchase securities traded on any foreign stock exchange.  
The Fund may also purchase ADRs and GDRs.  See "American Depository Receipts 
and Global Depository Receipts," below. The Fund also may invest up to 25% of 
its total assets in unlisted securities of foreign issuers; provided, 
however, that no more than 15% of the value of its net assets may be invested 
in unlisted securities with a limited trading market and other illiquid 
investments.  The investment standards for the selection of unlisted 
securities are the same as those used in the purchase of securities traded on 
a stock exchange.

     The Fund may invest in warrants, which may or may not be listed on a 
recognized United States or foreign exchange.  The Fund also may enter into 
repurchase agreements, invest up to 5% of its net assets in securities issued 
on a when-issued or delayed delivery basis and make loans of portfolio 
securities. The Fund also may borrow money for temporary or emergency 
purposes in amounts not exceeding 5% of its total assets.  In addition, the 
Fund can engage in hedging and options strategies.  See the SAI for further 
information concerning these securities.

INVESTMENT GRADE FUND

     INVESTMENT GRADE FUND seeks to generate a maximum level of income 
consistent with investment in investment grade debt securities.  The Fund 
seeks to achieve its objective by investing, under normal market conditions, 
at least 65% of its total assets in debt securities of 


                                       18

<PAGE>

U.S. issuers that are rated in the four highest rated categories by Moody's 
or S&P, or in unrated securities that are deemed to be of comparable quality 
by the Adviser ("investment grade securities").  The Fund may invest up to 
35% of its total assets in U.S. Government Obligations (including 
mortgage-backed securities) dividend-paying common and preferred stocks, 
obligations convertible into common stocks, repurchase agreements, debt 
securities rated below investment grade and money market instruments.  The 
Fund may invest up to 5% of its net assets in corporate or government debt 
securities of foreign issuers which are U.S. dollar denominated and traded in 
U.S. markets.  The Fund may also borrow money for temporary or emergency 
purposes in amounts not exceeding 5% of its total assets. The Fund may invest 
up to 5% of its net assets in securities issued on a when-issued or delayed 
delivery basis, make loans of portfolio securities and invest in zero coupon 
or pay-in-kind securities.  See "Description of Certain Securities, Other 
Investment Policies and Risk Factors," below, and the SAI for additional 
information concerning these securities.

     The published reports of rating services are considered by the Adviser 
in selecting rated securities for the Fund's portfolio.  The Adviser also 
relies, among other things, on its own credit analysis, which includes a 
study of the existing debt's capital structure, the issuer's ability to 
service debt (or to pay dividends, if investing in common or preferred stock) 
and the current trend of earnings for the issuer. Although up to 100% of the 
Fund's total assets can be invested in debt securities rated at least Baa by 
Moody's or at least BBB by S&P, or unrated debt securities deemed to be of 
comparable quality by the Adviser, no more than 5% of the Fund's net assets 
may be invested in debt securities rated lower than Baa by Moody's or BBB by 
S&P (including securities that have been downgraded), or, if unrated, deemed 
to be of comparable quality by the Adviser, or in any equity securities of 
any issuer if a majority of the debt securities of such issuer are rated 
lower than Baa by Moody's or BBB by S&P.  Securities rated BBB or Baa by S&P 
or Moody's, respectively, are considered to be speculative with respect to 
the issuer's ability to make principal and interest payments.  The Adviser 
continually monitors the investments in the Fund's portfolio and carefully 
evaluates on a case-by-case basis whether to dispose of or retain a debt 
security which has been downgraded to a rating lower than investment grade.  
See "Debt Securities" and Appendix A for a description of corporate bond 
ratings.

     For temporary defensive purposes, the Fund may invest all of its assets 
in money market instruments, short-term fixed income securities or U.S. 
Government Obligations.  See "Description of Certain Securities, Other 
Investment Policies and Risk Factors," below, and the SAI.

TARGET MATURITY 2007 FUND
TARGET MATURITY 2010 FUND

     TARGET MATURITY 2007 FUND seeks to provide a predictable compounded 
investment return for investors who hold their Fund shares until the Fund's 
maturity, consistent with preservation of capital.

     TARGET MATURITY 2010 FUND seeks to provide a predictable compounded 
investment return for investors who hold their Fund shares until the Fund's 
maturity consistent with the preservation of capital.


                                       19

<PAGE>

     Each Fund will seek its objective by investing, under normal market 
conditions, at least 65% of its total assets in zero coupon securities which 
are issued by the U.S. Government and its agencies and instrumentalities or 
created by third parties using securities issued by the U.S. Government and 
its agencies and instrumentalities.  With respect to TARGET MATURITY 2007 
FUND, these investments will mature no later than December 31, 2007 and, with 
respect to TARGET MATURITY 2010 FUND, these investments will mature no later 
than December 31, 2010. December 31, 2007 and December 31, 2010 are herein 
collectively referred to as the "Maturity Date."  On the Maturity Date, each 
Fund will be converted to cash and distributed or reinvested in another Fund 
of Life Series Fund at the investor's choice.

     Each Fund seeks to provide investors with a positive total return at the 
Maturity Date which, together with the reinvestment of all dividends and 
other distributions, exceeds their original investment in a Fund by a 
relatively predictable amount.  While the risk of fluctuation in the values 
of zero coupon securities is greater when the period to maturity is longer, 
that risk tends to diminish as the Maturity Date approaches.  Although an 
investor can redeem shares at the current net asset value at any time, any 
investor who redeems his or her shares prior to the Maturity Date is likely 
to achieve a different investment result than the return that was predicted 
on the date the investment was made, and may even suffer a significant loss.

     Zero coupon securities are debt obligations that do not entitle the 
holder to any periodic payment of interest prior to maturity or a specified 
date when the securities begin paying current interest.  They are issued and 
traded at a discount from their face amount or par value.  This discount 
varies depending on the time remaining until maturity, prevailing interest 
rates, liquidity of the security and the perceived credit quality of the 
issuer.  When held to maturity, the entire return of a zero coupon security, 
which consists of the accretion of the discount, comes from the difference 
between its issue price and its maturity value.  This difference is known at 
the time of purchase, so investors holding zero coupon securities until 
maturity know the amount of their investment return at the time of their 
investment.  The market values are subject to greater market fluctuations 
from changing interest rates prior to maturity than the values of debt 
obligations of comparable maturities that bear interest currently.  See "Zero 
Coupon Securities-Risk Factors."

     A portion of the total realized return from conventional interest-paying 
bonds comes from the reinvestment of periodic interest.  Since the rate to be 
earned on these reinvestments may be higher or lower than the rate quoted on 
the interest-paying bonds at the time of the original purchase, the total 
return of interest-paying bonds is uncertain even for investors holding the 
security to its maturity.  This uncertainty is commonly referred to as 
reinvestment risk and can have a significant impact on total realized 
investment return.  With zero coupon securities, however, there are no cash 
distributions to reinvest, so investors bear no reinvestment risk if they 
hold the zero coupon securities to maturity.

     Each Fund primarily will purchase three types of zero coupon securities: 
 (1) U.S. Treasury STRIPS (Separately Traded Registered Interest and 
Principal Securities), which are created when the coupon payments and the 
principal payment are stripped from an outstanding Treasury security by the 
Federal Reserve Bank.  Bonds issued by the Resolution Funding Corporation 
(REFCORP) can also be stripped in this fashion.  (2)  STRIPS which are 
created when a dealer deposits a Treasury security or a Federal agency 
security with a custodian for safekeeping and then sells the coupon payments 
and principal payment that will be generated by this security. 


                                       20

<PAGE>

Bonds issued by the Financing Corporation (FICO) can be stripped in this 
fashion.  (3) Zero coupon securities of federal agencies and 
instrumentalities either issued directly by an agency in the form of a zero 
coupon bond or created by stripping an outstanding bond.

     Each Fund may invest up to 35% of its total assets in the following 
instruments:  interest-bearing obligations issued by the U.S. Government and 
its agencies and instrumentalities (see "U.S. Government Obligations"), 
including, for Target Maturity 2007 Fund, zero coupon securities maturing 
beyond 2007, and, for Target Maturity 2010 Fund, zero coupon securities 
maturing beyond 2010; corporate debt securities, including corporate zero 
coupon securities; repurchase agreements; and money market instruments 
consisting of prime commercial paper, certificates of deposit of domestic 
branches of U.S. banks and bankers' acceptances.  Each Fund may only invest 
in debt securities rated A or better by Moody's or S&P or in unrated 
securities that are deemed to be of comparable quality by the Adviser.  Debt 
obligations rated A or better by Moody's or S&P comprise what are known as 
high-grade bonds and are regarded as having a strong capacity to repay 
principal and make interest payments.  See Appendix A for a description of 
corporate bond ratings.  Each Fund may also invest in restricted and illiquid 
securities, make loans of portfolio securities and invest up to 5% of its net 
assets in securities issued on a when-issued or delayed delivery basis.  See 
"Description of Certain Securities, Other Investment Policies and Risk 
Factors," below, and the SAI for more information regarding these types of 
investments.

UTILITIES INCOME FUND

     The primary investment objective of UTILITIES INCOME FUND is to seek 
high current income.  Long-term capital appreciation is a secondary 
objective.  The Fund seeks its objectives by investing, under normal market 
conditions, at least 65% of its total assets in equity and debt securities 
issued by companies primarily engaged in the public utilities industry.  
Equity securities in which the Fund may invest include common stocks, 
preferred stocks, securities convertible into common stocks or preferred 
stocks, and warrants to purchase common or preferred stocks.  Debt securities 
in which the Fund may invest will be rated at the time of investment at least 
A by Moody's or S&P or, if unrated, will be deemed to be of comparable 
quality as determined by the Adviser.  Debt securities rated A or higher by 
Moody's or S&P or, if unrated, deemed to be of comparable quality by the 
Adviser, are regarded as having a strong capacity to pay principal and 
interest.  The Fund's policy is to attempt to sell, within a reasonable time 
period, a debt security in its portfolio which has been downgraded below A, 
provided that such disposition is in the best interests of the Fund and its 
shareholders.  See Appendix A for a description of corporate bond ratings.  
The portion of the Fund's assets invested in equity securities and in debt 
securities will vary from time to time due to changes in interest rates and 
economic and other factors.

     The utilities companies in which the Fund invests include companies 
primarily engaged in the ownership or operation of facilities used to provide 
electricity, gas, water or telecommunications (including telephone, telegraph 
and satellite, but not companies engaged in public broadcasting or cable 
television).  For these purposes, "primarily engaged" means that (1) more 
than 50% of the company's assets are devoted to the ownership or operation of 
one or more facilities as described above, or (2) more than 50% of the 
company's operating revenues are derived from the business or combination of 
any of the businesses described above.  It should be 


                                       21

<PAGE>

noted that based on this definition, the Fund may invest in companies which 
are also involved to a significant degree in non-public utilities activities.

     Utilities stocks generally offer dividend yields that exceed those of 
industrial companies and their prices tend to be less volatile than stocks of 
industrial companies.  However, utilities stocks can still be affected by the 
risks of the stock of industrial companies.  Because the Fund concentrates 
its investments in public utilities companies, the value of its shares will 
be especially affected by factors peculiar to the utilities industry, and may 
fluctuate more widely than the value of shares of a fund that invests in a 
broader range of industries.  See "Utilities Industries."

     The Fund may invest up to 35% of its total assets in the following 
instruments: debt securities (rated at least A by Moody's or S&P) and common 
and preferred stocks of non-utilities companies; U.S. Government Obligations 
(including mortgage-backed securities); cash; and money market instruments 
consisting of prime commercial paper, bankers' acceptances, certificates of 
deposit and repurchase agreements.  The Fund may make loans of portfolio 
securities and invest up to 5% of its net assets in securities issued on a 
when-issued or delayed delivery basis.  The Fund may invest up to 10% of its 
total assets in ADRs.  The Fund may borrow money for temporary or emergency 
purposes in amounts not exceeding 5% of its net assets.  The Fund also may 
invest in zero coupon and pay-in-kind securities.  In addition, in any period 
of market weakness or of uncertain market or economic conditions, the Fund 
may establish a temporary defensive position to preserve capital by having 
all of its assets invested in short-term fixed income securities or retained 
in cash or cash equivalents.  See the SAI for a description of these 
securities.

     GENERAL.  Each Fund's net asset value fluctuates based mainly upon 
changes in the value of its portfolio securities.  Each Fund's investment 
objectives and certain investment limitations set forth in the SAI are 
fundamental policies that may not be changed without shareholder approval. 
There can be no assurance that any Fund will achieve its investment 
objectives.

DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS

     AMERICAN DEPOSITORY RECEIPTS AND GLOBAL DEPOSITORY RECEIPTS.  BLUE CHIP 
FUND, INTERNATIONAL SECURITIES FUND, GROWTH FUND, UTILITIES INCOME FUND and 
DISCOVERY FUND may invest in sponsored and unsponsored ADRs.  ADRs are 
receipts typically issued by a U.S. bank or trust company evidencing 
ownership of the underlying securities of foreign issuers, and other forms of 
depository receipts for securities of foreign issuers.  Generally, ADRs, in 
registered form, are denominated in U.S. dollars and are designed for use in 
the U.S. securities markets.  Thus, these securities are not denominated in 
the same currency as the securities into which they may be converted.  In 
addition, the issuers of the securities underlying unsponsored ADRs are not 
obligated to disclose material information in the United States and, 
therefore, there may be less information available regarding such issuers and 
there may not be a correlation between such information and the market value 
to the ADRs.  INTERNATIONAL SECURITIES FUND and GROWTH FUND may also invest 
in sponsored and unsponsored GDRs.  GDRs are issued globally and evidence a 
similar ownership arrangement. Generally, GDRs are designed for trading in 
non-U.S. securities markets.  GDRs are considered to be foreign securities by 
INTERNATIONAL SECURITIES FUND and GROWTH FUND.  See the SAI for more 
information on ADRs. 


                                       22


<PAGE>

   BANKERS' ACCEPTANCES.  Each Fund may invest in bankers' acceptances. 
Bankers' acceptances are short-term credit instruments used to finance 
commercial transactions. Generally, an acceptance is a time draft drawn on a 
bank by an exporter or importer to obtain a stated amount of funds to pay for 
specific merchandise.  The draft is then "accepted" by a bank that, in 
effect, unconditionally guarantees to pay the face value of the instrument on 
its maturity date.  The acceptance may then be held by the accepting bank as 
an asset or it may be sold in the secondary market at the going rate of 
interest for a specific maturity.  Although maturities for acceptances can be 
as long as 270 days, most acceptances have maturities of six months or less.

   CERTIFICATES OF DEPOSIT.  Each Fund may invest in bank certificates of 
deposit.  The FDIC is an agency of the U.S. Government which insures the 
deposits of certain banks and savings and loan associations up to $100,000 
per deposit.  The interest on such deposits may not be insured if this limit 
is exceeded.  Current Federal regulations also permit such institutions to 
issue insured negotiable CDs in amounts of $100,000 or more, without regard 
to the interest rate ceilings on other deposits.  To remain fully insured, 
these investments currently must be limited to $100,000 per insured bank or 
savings and loan association.

   COMMERCIAL PAPER.  Commercial paper is a promissory note issued by a 
corporation to finance short-term credit needs which may either be unsecured 
or backed by a letter of credit. Commercial paper includes notes, drafts or 
similar instruments payable on demand or having a maturity at the time of 
issuance not exceeding nine months, exclusive of days of grace or any renewal 
thereof.  See Appendix A to the SAI for a description of commercial paper 
ratings.

   CONVERTIBLE SECURITIES.  A convertible security is a bond, debenture, 
note, preferred stock or other security that may be converted into or 
exchanged for a prescribed amount of common stock of the same or a different 
issuer within a particular period of time at a specified price or formula.  A 
convertible security entitles the holder to receive interest paid or accrued 
on debt or dividends paid on preferred stock until the convertible security 
matures or is redeemed, converted or exchanged. Convertible securities have 
unique investment characteristics in that they generally (1) have higher 
yields than common stocks, but lower yields than comparable non-convertible 
securities, (2) are less subject to fluctuation in value than the underlying 
stock because they have fixed income characteristics, and (3) provide the 
potential for capital appreciation if the market price of the underlying 
common stock increases.  See the SAI for more information on convertible 
securities.

   DEBT SECURITIES.  The market value of debt securities is influenced 
primarily by changes in the level of interest rates.  Generally, as interest 
rates rise, the market value of debt securities decreases.  Conversely, as 
interest rates fall, the market value of debt securities increases. Factors 
which could result in a rise in interest rates, and a decrease in the market 
value of debt securities, include an increase in inflation or inflation 
expectations, an increase in the rate of U.S. economic growth, an expansion 
in the Federal budget deficit or an increase in the price of commodities such 
as oil.  In addition, the market value of debt securities is influenced by 
perceptions of the credit risks associated with such securities.  Credit risk 
is the risk that adverse changes in economic conditions can affect an 
issuer's ability to pay principal and interest.  Sale of debt securities 
prior to maturity may result in a loss and the inability to replace the sold 
securities with debt securities with a similar yield. Debt obligations rated 
lower than Baa by Moody's or BBB by S&P, commonly referred to as "junk 
bonds," are speculative and generally 


                                       23

<PAGE>

involve a higher risk of loss of principal and income than higher-rated debt 
securities. See "High Yield Securities " and Appendix A for a description of 
corporate bond ratings.

   DEEP DISCOUNT SECURITIES.  HIGH YIELD FUND may invest up to 15% of its 
total assets in securities of companies that are financially troubled, in 
default or undergoing bankruptcy or reorganization.  Such securities are 
usually available at a deep discount from the face value of the instrument. 
The Fund will invest in Deep Discount Securities when the Adviser believes 
that there exist factors that are likely to restore the company to a healthy 
financial condition.  Such factors include a restructuring of debt, 
management changes, existence of adequate assets or other unusual 
circumstances.  Debt instruments purchased at deep discounts may pay very 
high effective yields.  In addition, if the financial condition of the issuer 
improves, the underlying value of the security may increase, resulting in a 
capital gain.  If the company defaults on its obligations or remains in 
default, or if the plan of reorganization is insufficient for debtholders, 
the Deep Discount Securities may stop paying interest and lose value or 
become worthless.  The Adviser will attempt to balance the benefits of 
investing in Deep Discount Securities with their risks. While a diversified 
portfolio may reduce the overall impact of a Deep Discount Security that is 
in default or loses its value, the risk cannot be eliminated. See "High Yield 
Securities," below.   High Yield Securities are subject to certain risks that 
may not be present with investments in higher grade debt securities.

   EURODOLLAR CERTIFICATES OF DEPOSIT.  CASH MANAGEMENT FUND may invest in 
Eurodollar CDs, which are issued by London branches of domestic or foreign 
banks.  Such securities involve risks that differ from certificates of 
deposit issued by domestic branches of U.S. banks.  These risks include 
future political and economic developments, the possible imposition of United 
Kingdom withholding taxes on interest income payable on the securities, the 
possible establishment of exchange controls, the possible seizure or 
nationalization of foreign deposits or the adoption of other foreign 
governmental restrictions that might adversely affect the payment of 
principal and interest on such securities.

   FOREIGN SECURITIES.  INTERNATIONAL SECURITIES FUND, HIGH YIELD FUND and 
DISCOVERY FUND may sell a security denominated in a foreign currency and 
retain the proceeds in that foreign currency to use at a future date (to 
purchase other securities denominated in that currency) or a Fund may buy 
foreign currency outright to purchase securities denominated in that foreign 
currency at a future date.  Investing in foreign securities involves more 
risk than investing in securities of U.S. companies.  Because none of these 
Funds currently intend to hedge their foreign investments, the Fund will be 
affected by changes in exchange control regulations and fluctuations in the 
relative rates of exchange between the currencies of different nations, as 
well as by economic and political developments.  GROWTH FUND may invest in 
securities issued by foreign companies that are denominated in U.S. currency. 
Risks involved in foreign securities include the following: there may be 
less publicly available information about foreign companies comparable to the 
reports and ratings that are published about companies in the United States; 
foreign companies are not generally subject to uniform accounting, auditing 
and financial reporting standards and requirements comparable to those 
applicable to U.S. companies; some foreign stock markets have substantially 
less volume than U.S. markets, and securities of some foreign companies are 
less liquid and more volatile than securities of comparable U.S. companies; 
there may be less government supervision and regulation of foreign stock 
exchanges, brokers and listed companies than exist in the United States; and 
there may be the possibility of expropriation 


                                       24

<PAGE>

or confiscatory taxation, political or social instability or diplomatic 
developments which could affect assets of a Fund held in foreign countries.

   INTERNATIONAL SECURITIES FUND'S and DISCOVERY FUND'S investments in 
emerging markets include investments in countries whose economies or 
securities markets are not yet highly developed. Special considerations 
associated with these emerging market investments (in addition to the 
considerations regarding foreign investments generally) may include, among 
others, greater political uncertainties, an economy's dependence on revenues 
from particular commodities or on international aid or development 
assistance, currency transfer restrictions, a limited number of potential 
buyers for such securities and delays and disruptions in securities 
settlement procedures.

   HIGH YIELD SECURITIES.  High Yield Securities are subject to certain risks 
that may not be present with investments in higher grade securities.

   EFFECT OF INTEREST RATE AND ECONOMIC CHANGES.  High Yield Securities rated 
lower than Baa by Moody's or BBB by S&P, commonly referred to as "junk 
bonds," are speculative and generally involve a higher risk or loss of 
principal and income than higher-rated securities. The prices of High Yield 
Securities tend to be less sensitive to interest rate changes than 
higher-rated investments, but may be more sensitive to adverse economic 
changes or individual corporate developments.  Periods of economic 
uncertainty and changes generally result in increased volatility in the 
market prices and yields of High Yield Securities and thus in a Fund's net 
asset value.  A strong economic downturn or a substantial period of rising 
interest rates could severely affect the market for High Yield Securities.  
In these circumstances, highly leveraged companies might have greater 
difficulty in making principal and interest payments, meeting projected 
business goals, and obtaining additional financing.  Thus, there could be a 
higher incidence of default.  This would affect the value of such securities 
and thus a Fund's net asset value. Further, if the issuer of a security owned 
by a Fund defaults, that Fund might incur additional expenses to seek 
recovery.

   Generally, when interest rates rise, the value of fixed rate debt
obligations, including High Yield Securities, tends to decrease; when interest
rates fall, the value of fixed rate debt obligations tends to increase.  If an
issuer of a High Yield Security containing a redemption or call provision
exercises either provision in a declining interest rate market, a Fund would
have to replace the security, which could result in a decreased return for
shareholders.  Conversely, if a Fund experiences unexpected net redemptions in a
rising interest rate market, it might be forced to sell certain securities,
regardless of investment merit.  This could result in decreasing the assets to
which Fund expenses could be allocated and in a reduced rate of return for that
Fund. While it is impossible to protect entirely against this risk,
diversification of a Fund's portfolio and the Adviser's careful analysis of
prospective portfolio securities should minimize the impact of a decrease in
value of a particular security or group of securities in a Fund's portfolio.

   THE HIGH YIELD SECURITIES MARKET.  The market for below investment grade 
bonds expanded rapidly in recent years and its growth paralleled a long 
economic expansion.  In the past, the prices of many lower-rated debt 
securities declined substantially, reflecting an expectation that many 
issuers of such securities might experience financial difficulties.  As a 
result, the yields on lower-rated debt securities rose dramatically.  
However, such higher yields did not reflect the value of the income streams 
that holders of such securities expected, but rather 

                                       25

<PAGE>

the risk that holders of such securities could lose a substantial portion of 
their value as a result of the issuers' financial restructuring or default. 
There can be no assurance that such declines in the below investment grade 
market will not reoccur.  The market for below investment grade bonds 
generally is thinner and less active than that for higher quality bonds, 
which may limit a Fund's ability to sell such securities at fair value in 
response to changes in the economy or the financial markets.  Adverse 
publicity and investor perceptions, whether or not based on fundamental 
analysis, may also decrease the values and liquidity of lower rated 
securities, especially in a thinly traded market.

   CREDIT RATINGS.  The credit ratings issued by credit rating services may 
not fully reflect the true risks of an investment.  For example, credit 
ratings typically evaluate the safety of principal and interest payments, not 
market value risk, of High Yield Securities.  Also, credit rating agencies 
may fail to change on a timely basis a credit rating to reflect changes in 
economic or company conditions that affect a security's market value.  
Although the Adviser considers ratings of recognized rating services such as 
Moody's and S&P, the Adviser primarily relies on its own credit analysis, 
which includes a study of existing debt, capital structure, ability to 
service debt and to pay dividends, the issuer's sensitivity to economic 
conditions, its operating history and the current trend of earnings.  HIGH 
YIELD FUND may invest in securities rated as low as D by S&P or C by Moody's 
or, if unrated, deemed to be of comparable quality by the Adviser.  Debt 
obligations with these ratings either have defaulted or are in great danger 
of defaulting and are considered to be highly speculative.  See "Deep 
Discount Securities."  The Adviser continually monitors the investments in a 
Fund's portfolio and carefully evaluates whether to dispose of or retain High 
Yield Securities whose credit ratings have changed.  See Appendix A for a 
description of corporate bond ratings.

   LIQUIDITY AND VALUATION.  Lower-rated bonds are typically traded among a 
smaller number of broker-dealers than in a broad secondary market.  
Purchasers of High Yield Securities tend to be institutions, rather than 
individuals, which is a factor that further limits the secondary market.  To 
the extent that no established retail secondary market exists, many High 
Yield Securities may not be as liquid as higher-grade bonds.  A less active 
and thinner market for High Yield Securities than that available for higher 
quality securities may result in more volatile valuations of a Fund's 
holdings and more difficulty in executing trades at favorable prices during 
unsettled market conditions.

   The ability of a Fund to value or sell High Yield Securities will be 
adversely affected to the extent that such securities are thinly traded or 
illiquid.  During such periods, there may be less reliable objective 
information available and thus the responsibility of Life Series Fund's Board 
of Trustees to value High Yield Securities becomes more difficult, with 
judgment playing a greater role.  Further, adverse publicity about the 
economy or a particular issuer may adversely affect the public's perception 
of the value, and thus liquidity, of a High Yield Security, whether or not 
such perceptions are based on a fundamental analysis.

MORTGAGE-BACKED SECURITIES

   Mortgage loans made by banks, savings and loan institutions and other lenders
are often assembled into pools, the interests in which are issued and guaranteed
by an agency or instrumentality of the U.S. Government, though not necessarily
by the U.S. Government itself. Interests in such pools are referred to herein as
"mortgage-backed securities."  The market value 


                                       26

<PAGE>

of these securities will fluctuate as interest rates and market conditions 
change.  In addition, prepayment of principal by the mortgagees, which often 
occurs with mortgage-backed securities when interest rates decline, can 
significantly change the realized yield of these securities.

   GNMA certificates are backed as to the timely payment of principal and 
interest by the full faith and credit of the U.S. Government.  Payments of 
principal and interest on FNMA certificates are guaranteed only by FNMA 
itself, not by the full faith and credit of the U.S. Government.  FHLMC 
certificates represent mortgages for which FHLMC has guaranteed the timely 
payment of principal and interest but, like a FNMA certificate, they are not 
guaranteed by the full faith and credit of the U.S. Government.

   COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH 
SECURITIES. Collateralized mortgage obligations ("CMOs") are debt obligations 
collateralized by mortgage loans or mortgage pass-through securities.  
Typically, CMOs are collateralized by GNMA certificates or other government 
mortgage-backed securities (such collateral collectively hereinafter referred 
to as "Mortgage Assets").  Multiclass pass-through securities are interests 
in trusts that are comprised of Mortgage Assets.  Unless the context 
indicates otherwise, references herein to CMOs include multiclass 
pass-through securities.  Payments of principal of, and interest on, the 
Mortgage Assets, and any reinvestment income thereon, provide the funds to 
pay debt service on the CMOs or to make scheduled distributions on the 
multiclass pass-through securities. CMOs in which Government Fund may invest 
are issued or guaranteed by U.S. Government agencies or instrumentalities, 
such as FNMA and FHLMC.  See the SAI for more information on CMOs.

   STRIPPED MORTGAGE-BACKED SECURITIES.  GOVERNMENT FUND, TARGET MATURITY 
2007 FUND AND TARGET MATURITY 2010 FUND may invest in stripped 
mortgage-backed securities ("SMBS"), which are derivative multiclass mortgage 
securities.  SMBS are usually structured with two classes that receive 
different proportions of the interest and principal distributions from a pool 
of mortgage assets.  A common type of SMBS will have one class receiving most 
of the interest and the remainder of the principal.  In the most extreme 
case, one class will receive all of the interest while the other class will 
receive all of the principal.  If the underlying Mortgage Assets experience 
greater than anticipated prepayments of principal, the Fund may fail to fully 
recoup its initial investment in these securities.  The market value of the 
class consisting primarily or entirely of principal payments generally is 
unusually volatile in response to changes in interest rates.


   RISKS OF MORTGAGE-BACKED SECURITIES.  Investments in mortgage-backed 
securities entail market, prepayment and extension risk.  Fixed-rate 
mortgage-backed securities are priced to reflect, among other things, current 
and perceived interest rate conditions.  As conditions change, market values 
will fluctuate.  In addition, the mortgages underlying mortgage-backed 
securities generally may be prepaid in whole or in part at the option of the 
individual buyer.  Prepayment generally increases when interest rates 
decline.  Prepayments of the underlying mortgages can affect the yield to 
maturity on mortgage-backed securities and, if interest rates decline, the 
prepayment may only be invested at the then prevailing lower interest rate.  
As a result, mortgage-backed securities may have less potential for capital 
appreciation during periods of declining interest rates as compared with 
other U.S. Government securities with comparable stated maturities.  
Conversely, rising interest rates may cause prepayment rates to occur at a 
slower than expected rate.  This may effectively lengthen the life of a 
security, which is known as 


                                       27

<PAGE>

extension risk.  Longer term securities generally fluctuate more widely in 
response to changes in interest rates than shorter term securities.  Changes 
in market conditions, particularly during periods of rapid or unanticipated 
changes in market interest rates, may result in volatility and reduced 
liquidity of the market value of certain mortgage-backed securities.


   PREFERRED STOCK.  A preferred stock is a blend of the characteristics of a 
bond and common stock.  It can offer the higher yield of a bond and has 
priority over common stock in equity ownership, but does not have the 
seniority of a bond and, unlike common stock, its participation in the 
issuer's growth may be limited.  Preferred stock has preference over common 
stock in the receipt of dividends and in any residual assets after payment to 
creditors should the issuer be dissolved.  Although the dividend is set at a 
fixed annual rate, in some circumstances it can be changed or omitted by the 
issuer.

   REPURCHASE AGREEMENTS.  Repurchase agreements are transactions in which a 
Fund purchases securities from a bank or recognized securities dealer and 
simultaneously commits to resell the securities to the bank or dealer at an 
agreed-upon date and price reflecting a market rate of interest unrelated to 
the coupon rate or maturity of the purchased securities.  Each Fund's risk is 
limited primarily to the ability of the seller to repurchase the securities 
at the agreed-upon price upon the delivery date.  See the SAI for more 
information regarding repurchase agreements.

   RESTRICTED SECURITIES AND ILLIQUID INVESTMENTS.  Each Fund, other than 
CASH MANAGEMENT FUND, may invest up to 15% of its net assets in illiquid 
securities. CASH MANAGEMENT FUND may invest up to 10% of its net assets in 
illiquid securities.  These securities include (1) securities that are 
illiquid due to the absence of a readily available market or due to legal or 
contractual restrictions on resale and (2) repurchase agreements maturing in 
more than seven days. However, illiquid investments for purposes of this 
limitation do not include restricted securities eligible for resale pursuant 
to Rule 144A under the Securities Act of 1933, as amended ("Rule 144A 
Securities"), which Life Series Fund's Board of Trustees or the Adviser or 
the Subadviser, as applicable, has determined are liquid under Board-approved 
guidelines.  In addition, there is a risk of increasing illiquidity during 
times when qualified institutional buyers are uninterested in purchasing Rule 
144A Securities.  See the SAI for more information regarding restricted and 
illiquid securities.

   Under current guidelines of the staff of the SEC, interest-only and 
principal-only classes of fixed-rate mortgage-backed securities in which 
GOVERNMENT FUND may invest are considered illiquid. However, such securities 
issued by the U.S. Government or one of its agencies or instrumentalities 
will not be considered illiquid if the Adviser has determined that they are 
liquid pursuant to guidelines established by Life Series Fund's Board of 
Trustees. GOVERNMENT FUND, TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 
FUND may not be able to sell illiquid securities when the Adviser considers 
it desirable to do so or may have to sell such securities at a price lower 
than could be obtained if they were more liquid.  Also the sale of illiquid 
securities may require more time and may result in higher dealer discounts 
and other selling expenses than does the sale of securities that are not 
illiquid.  Illiquid securities may be more difficult to value due to the 
unavailability of reliable market quotations for such securities, and 
investment in illiquid securities may have an adverse impact on these Fund's 
net asset value.

   TIME DEPOSITS.  CASH MANAGEMENT FUND may invest in time deposits.  Time 
deposits are non-negotiable deposits maintained in a banking institution for 
a specified period of time at a 


                                       28

<PAGE>

stated interest rate. For the most part, time deposits that may be held by 
the Fund would not benefit from insurance from the Bank Insurance Fund or the 
Savings Association Insurance Fund administered by the FDIC.

   U.S. GOVERNMENT OBLIGATIONS.  Securities issued or guaranteed as to 
principal or interest by the U.S. Government include (1) U.S. Treasury 
obligations which differ only in their interest rates, maturities and times 
of issuance as follows:  U.S. Treasury bills (maturities of one year or 
less), U.S. Treasury notes (maturities of one to ten years), and U.S. 
Treasury bonds (generally maturities of greater than ten years); and (2) 
obligations issued or guaranteed by U.S. Government agencies and 
instrumentalities that are backed by the full faith and credit of the United 
States, such as securities issued by the Federal Housing Administration, 
GNMA, the Department of Housing and Urban Development, the Export-Import 
Bank, the General Services Administration and the Maritime Administration and 
certain securities issued by the Farmers Home Administration and the Small 
Business Administration.  The range of maturities of U.S. Government 
Obligations is usually three months to thirty years.

   UTILITIES INDUSTRIES.  Many utilities companies, especially electric and 
gas and other energy-related utilities companies, have historically been 
subject to the risk of increases in fund and other operating costs, changes 
in interest rates on borrowing for capital improvement programs, changes in 
applicable laws and regulations, and costs and operating constraints 
associated with compliance with environmental regulations.

   In recent years, regulatory changes in the United States have increasingly 
allowed utilities companies to provide services and products outside their 
traditional geographical areas and line of business, creating new areas of 
competition with the utilities industries.  This trend towards deregulation 
and the emergence of new entrants have caused non-regulated providers of 
utilities services to become a significant part of the utilities industries.  
The Adviser believes that the emergence of competition and deregulation will 
result in certain utilities companies being able to earn more than their 
traditional regulated rates of return, while others may be forced to defend 
their core business from increased competition and may be less profitable.

   Certain utilities, especially gas and telephone utilities, have in recent 
years been affected by increased competition, which could adversely affect 
the profitability of such utilities companies.  In addition, expansion by 
companies engaged in telephone communication services of their non-regulated 
activities into other businesses (such as cellular telephone services, data 
processing equipment retailing, computer services and financial services) has 
provided the opportunity for increases in earnings and dividends at faster 
rates than have been allowed in traditional regulated businesses.  However, 
technological innovations and other structural changes also could adversely 
affect the profitability of such companies.  Although the Adviser seeks to 
take advantage of favorable investment opportunities that may arise from 
these structural changes there can be no assurance that the Fund will benefit 
from any such changes.

   Foreign utilities companies may be more heavily regulated than U.S. 
utilities companies which may result in increased costs or otherwise 
adversely affect the operations of such companies.  The securities of foreign 
utilities companies also have lower dividend yields than U.S. utilities 
companies.  The Fund's investments in foreign issuers may include recently 
privatized enterprises, in which the Fund's participation may be limited or 
otherwise affected by local law.  


                                       29

<PAGE>

There can be no assurance that governments with privatization programs will 
continue such programs or that privatization will succeed in such countries.

   Because securities issued by utilities companies are particularly 
sensitive to movement in interest rates, the equity securities of such 
companies are more affected by movements in interest rates than are the 
equity securities of other companies.

   Each of these risks could adversely affect the ability and inclination of 
public utilities companies to declare or pay dividends and the ability of 
holders of common stock, such as UTILITIES INCOME FUND, to realize any value 
from the assets of the company upon liquidation or bankruptcy.

   VARIABLE RATE AND FLOATING RATE NOTES.  CASH MANAGEMENT FUND may invest in 
derivative variable rate and floating rate notes.  Issuers of such notes 
include corporations, banks, broker-dealers and finance companies.  Variable 
rate notes include master demand notes which are obligations permitting the 
holder to invest fluctuating amounts, that may change daily without penalty, 
pursuant to direct arrangements between the Fund, as lender, and the 
borrower. The interest rates on these notes fluctuate from time to time. The 
issuer of such obligations normally has a corresponding right, after a given 
period, to prepay in its discretion the outstanding principal amount of the 
obligations plus accrued interest upon a specified number of days' notice to 
the holders of such obligations.  See the SAI for more information on these 
securities.

   The interest rate on a floating rate obligation is based on a known 
lending rate, such as a bank's prime rate, and is adjusted automatically each 
time such rate is adjusted. The interest rate on a variable rate obligation 
is adjusted automatically at specified intervals. Frequently, such 
obligations are secured by letters of credit or other credit support 
arrangements provided by banks. Because these obligations are direct lending 
arrangements between the lender and borrower, it is not contemplated that 
such instruments generally will be traded, and there is generally no 
established secondary market for these obligations, although they are 
redeemable at face value. Accordingly, where these obligations are not 
secured by letters of credit or other credit support arrangements, the right 
of the Fund to redeem is dependent on the ability of the borrower to pay 
principal and interest on demand. Such obligations frequently are not rated 
by credit rating agencies.  The Fund will invest in obligations that are 
unrated only if the Adviser determines that, at the time of investment, the 
obligations are of comparable quality to the other obligations in which the 
Fund may invest. The Adviser, on behalf of the Fund, will consider on an 
ongoing basis the creditworthiness of the issuers of the floating and 
variable rate obligations in the Fund's portfolio.

   VARIABLE RATE DEMAND INSTRUMENTS.  CASH MANAGEMENT FUND may invest in 
variable rate demand instruments ("VRDIs").  VRDIs generally are revenue 
bonds, issued primarily by or on behalf of public authorities, and are not 
backed by the taxing power of the issuing authority.  The interest on VRDIs 
is adjusted periodically, and the holder of a VRDI can demand payment of all 
unpaid principal plus accrued interest from the issuer on not more than seven 
calendar days' notice.  An unrated VRDI purchased by the Fund must be backed 
by a standby letter of credit of a creditworthy financial institution or a 
similar obligation of at least equal quality.  The Fund periodically 
reevaluates the credit risks of such unrated instruments.  There is a 
recognized after-market for VRDIs. VRDIs may include instruments where 
adjustments to interest rates are 


                                       30

<PAGE>

limited either by state law or the instruments themselves.  As a result, 
these instruments may experience greater changes in value than would 
otherwise be the case.  The maturity of VRDIs is deemed to be the longer of 
the (a) demand period or (b) time remaining until the next adjustment to the 
interest rate thereon, regardless of the stated maturity on the instrument.  
Benefits of investing in VRDIs may include reduced risk of capital 
depreciation and increased yield when market interest rates rise.  However, 
owners of such instruments forego the opportunity for capital appreciation 
when market interest rates fall.  See the SAI for more information concerning 
VRDIs.

   WARRANTS.  HIGH YIELD FUND, INTERNATIONAL SECURITIES FUND and UTILITIES 
INCOME FUND may purchase warrants, which are instruments that permit the Fund 
to acquire, by subscription, the capital stock of a corporation at a set 
price, regardless of the market price for such stock.  Warrants may be either 
perpetual or of limited duration.  There is a greater risk that warrants 
might drop in value at a faster rate than the underlying stock.  HIGH YIELD 
FUND may invest up to 35% of its total assets in warrants.  International 
Securities Fund may invest up to 15% of its total assets in warrants.  
UTILITIES INCOME FUND may invest up to 65% of its total assets in warrants.

   WHEN-ISSUED SECURITIES.  GROWTH FUND, HIGH YIELD FUND, INTERNATIONAL 
SECURITIES FUND, INVESTMENT GRADE FUND, TARGET MATURITY 2007 FUND, TARGET 
MATURITY 2010 FUND AND UTILITIES INCOME FUND each may invest up to 5%, and 
Government Fund may invest up to 25%, of its net assets in securities issued 
on a when-issued or delayed delivery basis at the time the purchase is made.  
Under such an arrangement, delivery of, and payment for, a security occurs up 
to 60 days after the agreement to purchase the security is made by a Fund.  
The purchase price to be paid by a Fund and the interest rate on the 
instruments to be purchased are both selected when a Fund agrees to purchase 
the securities "when-issued."  When a Fund purchases securities on a 
when-issued basis, it assumes the risks of ownership, including the risk of 
price fluctuation, at the time of purchase, not at the time of receipt.  
Failure of the issuer to deliver a security purchased by a Fund on a 
when-issued basis may result in a Fund incurring a loss or missing an 
opportunity to make an alternative investment. Each Fund is permitted to sell 
when-issued securities prior to issuance of such securities, but will not 
purchase such securities with that purpose intended. Securities purchased on 
a when-issued basis are subject to the risk that yields available in the 
market, when delivery takes place, may be higher than the rate to be received 
on the securities a Fund is committed to purchase.  For a further discussion 
of when-issued securities, see "When-Issued Securities" in the SAI.


   ZERO COUPON AND PAY-IN-KIND SECURITIES.  Zero coupon securities are debt 
obligations that do not entitle the holder to any periodic payment of 
interest prior to maturity or a specified date when the securities begin 
paying current interest.  They are issued and traded at a discount from their 
face amount or par value, which discount varies depending on the time 
remaining until cash payments begin, prevailing interest rates, liquidity of 
the security and the perceived credit quality of the issuer.  Pay-in-kind 
securities are those that pay interest through the issuance of additional 
securities.  Original issue discount earned each year on zero coupon 
securities and the "interest" on pay-in-kind securities must be accounted for 
by the Fund that holds the securities for purposes of determining the amount 
it must distribute that year to continue to qualify for tax treatment as a 
regulated investment company. Thus, a Fund may be required to distribute as a 
dividend an amount that is greater than the total amount of cash it actually 
receives.  See "Taxes" in the SAI.  These distributions must be made from a 
Fund's cash assets or, if necessary, from the 


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<PAGE>

proceeds of sales of portfolio securities.  A Fund will not be able to 
purchase additional income-producing securities with cash used to make such 
distributions, and its current income ultimately could be reduced as a result.


   ZERO COUPON SECURITIES-RISK FACTORS.  Zero coupon securities are debt 
securities and thus are subject to the same risk factors as all debt 
securities. See "Debt Securities-Risk Factors." The market prices of zero 
coupon securities, however, generally are more volatile than the prices of 
securities that pay interest periodically and in cash and are likely to 
respond to changes in interest rates to a greater degree than do other types 
of debt securities having similar maturities and credit quality.  As a 
result, the net asset value of shares of the TARGET MATURITY 2007 FUND and 
TARGET MATURITY 2010 FUND may fluctuate over a greater range than shares of 
the other Funds or mutual funds that invest in debt obligations having 
similar maturities but that make current distributions of interest.

   Zero coupon securities can be sold prior to their due date in the 
secondary market at their then prevailing market value, which depends 
primarily on the time remaining to maturity, prevailing levels of interest 
rates and the perceived credit quality of the issuer.  The prevailing market 
value may be more or less than the securities' value at the time of purchase. 
While the objective of both the TARGET MATURITY 2007 FUND and TARGET 
MATURITY 2010 FUND is to seek a predictable compounded investment return for 
investors who hold their Fund shares until that Fund's maturity, a Fund 
cannot assure that it will be able to achieve a certain level of return due 
to the possible necessity of having to sell certain zero coupon securities to 
pay expenses, dividends or to meet redemptions at times and at prices that 
might be disadvantageous or, alternatively, the need to invest assets 
received from new purchases at prevailing interest rates, which would expose 
a Fund to reinvestment risk.  In addition, no assurance can be given as to 
the liquidity of the market for certain of these securities.  Determination 
as to the liquidity of such securities will be made in accordance with 
guidelines established by Life Series Fund's Board of Trustees.  In 
accordance with such guidelines, the Adviser will monitor each Fund's 
investments in such securities with particular regard to trading activity, 
availability of reliable price information and other relevant information.

OTHER INVESTMENT POLICIES -- PORTFOLIO TURNOVER

   The GOVERNMENT FUND was substantially restructured during 1997 to improve 
its total return.  In particular, the Fund purchased seasoned, high coupon 
mortgage-backed bonds with very low prepayments; and the Fund purchased U.S. 
Treasury and Agency securities to extend its duration.  In addition, the Fund 
occasionally bought or sold Treasury and Agency securities to make 
incremental changes in the Fund's duration.  This resulted in a portfolio 
turnover rate for the fiscal year ended December 31, 1997 of 134%.  A high 
rate of portfolio turnover (100% or more) generally leads to increased 
transaction costs and may result in a greater number of taxable transactions. 
See "Allocation of Portfolio Brokerage" in the SAI.  See the SAI for the 
other Funds' portfolio turnover rate and for more information on portfolio 
turnover.

                               HOW TO BUY SHARES

   Investments in a Fund are only available through purchases of the Policies 
or the Contracts offered by First Investors Life.  Policy premiums, net of 
certain expenses, are paid into a unit investment trust, Separate Account B.  
Purchase payments for the Contracts, net of certain 


                                       32

<PAGE>

expenses, are also paid into a unit investment trust, Separate Account C.  
Purchase payments for the Contracts are also paid into a unit investment 
trust, Separate Account D.  The Separate Accounts pool these proceeds to 
purchase shares of a Fund designated by purchasers of the Policies or 
Contracts.  Orders for the purchase of Fund shares received prior to the 
close of regular trading on the New York Stock Exchange ("NYSE"), generally 
4:00 P.M. (New York City time), on any business day the NYSE is open for 
trading, will be processed and shares will be purchased at the net asset 
value determined at the close of regular trading on the NYSE on that day. 
Orders received after the close of regular trading on the NYSE will be 
processed at the net asset value determined at the close of regular trading 
on the NYSE on the next trading day.  See "Determination of Net Asset Value." 
For a discussion of pricing when FIC's Woodbridge offices are unable to open 
for business due to an emergency, see the SAI.


                             HOW TO REDEEM SHARES

   Shares of a Fund may be redeemed at the direction of Policyowners or 
Contractowners, in accordance with the terms of the Policies or Contracts. 
Redemptions will be made at the next determined net asset value, less any 
applicable contingent deferred sales charge, of the respective Fund upon 
receipt of a proper request for redemption or repurchase.  Payment will be 
made by check as soon as possible but within seven days after presentation.  
However, Life Series Fund's Board of Trustees may suspend the right of 
redemption or postpone the date of payment during any period when (a) trading 
on the NYSE is restricted as determined by the Securities and Exchange 
Commission ("SEC") or the NYSE is closed for other than weekends and 
holidays, (b) the SEC has by order permitted such suspension, or (c) an 
emergency, as defined by rules of the SEC, exists during which time the sale 
or valuation of portfolio securities held by a Fund is not reasonably 
practicable.

                                  MANAGEMENT

   BOARD OF TRUSTEES.  Life Series Fund's Board of Trustees, as part of its 
overall management responsibility, oversees various organizations responsible 
for each Fund's day-to-day management.

   ADVISER.  First Investors Management Company, Inc. supervises and manages 
each Fund's investments, supervises all aspects of each Fund's operations 
and, except for INTERNATIONAL SECURITIES FUND and GROWTH FUND, determines 
each Fund's portfolio transactions.  The Adviser is a New York corporation 
located at 95 Wall Street, New York, NY  10005.  First Investors Consolidated 
Corporation ("FICC") owns all of the voting common stock of the Adviser and 
all of the outstanding stock of First Investors Corporation and 
Administrative Data Management Corp.  Mr. Glenn O. Head controls FICC and, 
therefore, controls the Adviser.


   As compensation for its services, the Adviser receives an annual fee from 
each Fund, which is payable monthly.  For the fiscal year ended December 31, 
1997, the advisory fees were 0.75% of average daily net assets for each of 
BLUE CHIP FUND, DISCOVERY FUND, GROWTH FUND, HIGH YIELD FUND and 
INTERNATIONAL SECURITIES FUND, 0.60% of average daily net assets, net of 
waiver, for each of CASH MANAGEMENT FUND, GOVERNMENT FUND, INVESTMENT GRADE 
FUND, TARGET MATURITY 2007 FUND, TARGET MATURITY 2010 FUND and UTILITIES 
INCOME FUND.


                                       33

<PAGE>

   SUBADVISER.  Wellington Management Company, LLP has been retained by the 
Adviser and Life Series Fund, on behalf of INTERNATIONAL SECURITIES FUND and 
GROWTH FUND, as each of those Fund's 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 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 January 31, 1998, WMC held investment management 
authority with respect to approximately $178 billion of assets.  Of that 
amount, WMC acted as investment adviser or subadviser to approximately 93 
registered investment companies or series of such companies, with net assets 
of approximately $117 billion as of December 31, 1997.  WMC is not affiliated 
with the Adviser or any of its affiliates.


   For the fiscal year ended December 31, 1997, the Subadviser's fees 
amounted to 0.30% of GROWTH FUND'S average daily net assets and 0.37% of 
INTERNATIONAL SECURITIES FUND'S average daily net assets, all of which was 
paid by the Adviser and not by the Funds.


   PORTFOLIO MANAGERS. Patricia D. Poitra, Director of Equities, has been 
primarily responsible for the day-to-day management of the DISCOVERY FUND 
since 1988.  Ms. Poitra also is responsible for the management of certain 
other First Investors funds.  Ms. Poitra joined FIMCO in 1985 as a Senior 
Equity Analyst


   Since January 1, 1998, THE BLUE CHIP FUND has been co-managed by Dennis T. 
Fitzpatrick and Kimberly Speegle.  Mr. Fitzpatrick and Ms. Speegle also 
co-manage certain other First Investors funds.  Mr. Fitzpatrick joined FIMCO 
in October 1995 as a Large Cap Analyst.  From July 1995 to October 1995, Mr. 
Fitzpatrick was a Regional Surety Manager at United States Fidelity & 
Guaranty Co. and from 1988 to 1995 he was Northeast Surety Manager at 
American International Group.  Ms. Speegle joined FIMCO in August 1997 as an 
Assistant Portfolio Manager.  From March 1997 to August 1997, Ms. Speegle was 
an Investment Analyst at Sale Asset Management and from 1992 to 1995, she was 
a Portfolio Manager for the Clark Family.


   George V. Ganter has been Portfolio Manager of the HIGH YIELD FUND since 
1989.  Mr. Ganter is also Portfolio Manager of certain other First Investors 
funds.  Mr. Ganter joined FIMCO in 1985 as a Senior Investment Analyst.


   Since early January 1998, Jack B. Wolfman has been Portfolio Manager of 
the UTILITIES INCOME FUND.  Mr. Wolfman also is Portfolio Manager of the 
Utilities Income Fund of First Investors Series Fund II, Inc.  Prior to 
joining FIMCO on January 7, 1998, Mr. Wolfman was an Analyst with the New 
York City Housing Authority, Office of Administrative Methods and Analysis 
from 1996 to 1998, a Senior Economist, North American Director with Wharton 
Econometric Forecasting Associates, Inc. from 1992 to 1993, a Senior 
Economist with Economic 


                                       34

<PAGE>

Consulting & Planning, Inc. from 1987 to 1992 and an Economist with Merrill 
Lynch Economics, Inc. from 1980 to 1987.


   Since late May 1997, the INVESTMENT GRADE FUND has been co-managed by Ms. 
Nancy Jones and Mr. Clark D. Wagner.  From its inception to May 1997, Ms. 
Jones had primarily responsibility for the day-to-day management of the 
INVESTMENT GRADE FUND.  Ms. Jones also is Portfolio Manager of certain other 
First Investors funds.  Ms. Jones joined FIMCO in 1983 as Director of 
Research in the High Yield Department.


   Since October 1995, Clark D. Wagner has been primarily responsible for the 
day-to-day management of the GOVERNMENT FUND and the TARGET MATURITY 2007 
FUND. Mr. Wagner has also been primarily responsible for the day-to-day 
management of TARGET MATURITY 2010 FUND since its inception in 1996.  Mr. 
Wagner has also been co-manager of the INVESTMENT GRADE FUND since May 1997.  
Mr. Wagner is also Portfolio Manager of certain other First Investors funds.  
Mr. Wagner has been Chief Investment Officer of FIMCO since 1992. 


   Since August 1995, WMC's Growth Investment Team, a group of equity 
portfolio managers and senior investment professionals, has assumed 
responsibility for managing the GROWTH FUND.


   Since April 1994, INTERNATIONAL SECURITIES FUND has been managed by WMC's 
Global Equity Strategy Group, a group of global portfolio managers and senior 
investment professionals headed by Trond Skramstad.  Trond Skramstad, Senior 
Vice President and Director of International Equity Investments, and Andrew 
S. Offit, Vice President and Associate Portfolio Manger, have primary 
responsibility for the day to day management of the INTERNATIONAL SECURITIES 
FUND.  Mr. Skramstad is chairman of WMC's Global Equity Strategy Group which 
is a group of regional equity portfolio managers and senior investment 
professionals responsible for providing investment research and 
recommendations. 


   Prior to joining WMC in 1993, Mr. Skramstad was an international equity 
portfolio manager and principal at Scudder, Steven & Clark since 1990.  Prior 
to joining WMC in 1997, Mr. Offit was a portfolio manager at Chestnut Hill 
Management during 1997, and at Fidelity Investments since 1987.

   BROKERAGE.  Each Fund may allocate brokerage commissions, if any, to 
broker-dealers in consideration of Fund share distribution, but only when 
execution and price are comparable to that offered by other broker-dealers.  
Brokerage may be directed to brokers who provide research.  See the SAI for 
more information on allocation of portfolio brokerage.

                        DETERMINATION OF NET ASSET VALUE

   The net asset value of shares of each Fund is determined as of the close 
of regular trading on the NYSE (generally 4:00 P.M., New York City time) on 
each day the NYSE is open for trading, and at such other times as Life Series 
Fund's Board of Trustees deems necessary by dividing the value of the 
securities held by a Fund, plus any cash and other assets, less all 
liabilities, by the number of shares outstanding.  If there is no available 
market value, securities will be valued at their fair value as determined in 
good faith pursuant to procedures adopted by the Board of Trustees.  The NYSE 
currently observes the following holidays:  New Year's Day, Martin Luther 


                                       35

<PAGE>

King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, 
Labor Day, Thanksgiving Day and Christmas Day.


   The investments in CASH MANAGEMENT FUND, when purchased at a discount, are 
valued at amortized cost and when purchased at face value, are valued at cost 
plus accrued interest.

                       DIVIDENDS AND OTHER DISTRIBUTIONS

   Dividends from net investment income are generally declared and paid 
annually by each Fund, other than CASH MANAGEMENT FUND, which generally 
declares dividends from net investment income daily and pays them monthly.  
For the purposes of determining dividends, the net investment income of each 
Fund, other than CASH MANAGEMENT FUND, consists of interest and dividends, 
earned discount and other income earned on portfolio securities less 
expenses.  Net investment income of CASH MANAGEMENT FUND for those purposes 
consists of (i) accrued interest, plus or minus (ii) all realized short-term 
gains and losses on the Fund's securities, less (iii) accrued expenses.  
Distributions of a Fund's net capital gain (the excess of net long-term 
capital gain over net short-term capital loss), if any, after deducting any 
available capital loss carryovers, are declared and paid annually by each 
Fund, other than CASH MANAGEMENT FUND, which does not anticipate realizing 
any such gain.  INTERNATIONAL SECURITIES FUND and HIGH YIELD FUND also 
distribute any net realized gains from foreign currency transactions with 
their annual distribution.  Each dividend and other distribution is paid in 
shares of the distributing Fund at net asset value (without sales charge), 
generally determined as of the close of business on the business day 
immediately following the record date of such distribution.

                                     TAXES

   Each Fund intends to continue to qualify for treatment as a regulated 
investment company ("RIC") under Subchapter M of the Internal Revenue Code of 
1986, as amended ("Code"), so that it will be relieved of Federal income tax 
on that part of its investment company taxable income (consisting generally 
of net investment income, net short-term capital gain and, for INTERNATIONAL 
SECURITIES FUND and HIGH YIELD FUND, net gains from certain foreign currency 
transactions) and net capital gain that it distributes to its shareholders.

   Shares of the Funds are offered only to the Separate Accounts, which are 
insurance company separate accounts that fund the Policies and Contracts.  
Under the Code, no tax is imposed on an insurance company with respect to 
income of a qualifying separate account that is properly allocable to the 
value of eligible variable annuity or variable life insurance contract.  
Please refer to "Federal Income Tax Status" in the Prospectuses of the 
Separate Accounts for information as to the tax status of those accounts and 
the holders of the Contracts or Policies.

   Each Fund intends to continue to comply with the diversification 
requirements imposed by section 817(h) of the Code and the regulations 
thereunder.  These requirements, which are in addition to the diversification 
requirements imposed on the Funds by the Investment Company Act of 1940, as 
amended, and Subchapter M of the Code, place certain limitations on the 
assets of each Separate Account -- and of each Fund, because section 817(h) 
and those regulations treat the assets of a Fund as assets of the related 
Separate Account -- that may be invested in securities of a single issuer.  
Specifically, the regulations provide that, except as permitted by the "safe 
harbor" described below, as of the end of each calendar quarter (or within 30 
days 


                                       36

<PAGE>

thereafter) no more than 55% of a Fund's total assets may be represented by 
any one investment, no more than 70% by any two investments, no more than 80% 
by any three investments and no more than 90% by any four investments.  For 
this purpose, all securities of the same issuer are considered a single 
investment, and while each U.S. Government agency and instrumentality is 
considered a separate issuer, a particular foreign government and its 
agencies, instrumentalities and political subdivisions are considered the 
same issuer.  Section 817(h) provides, as a safe harbor, that a separate 
account will be treated as being adequately diversified if the 
diversification requirements under Subchapter M are satisfied and no more 
than 55% of the value of the account's total assets are cash and cash items, 
government securities and securities of other RICs.  Failure of a Fund to 
satisfy the section 817(h) requirements would result in taxation of First 
Investors Life and treatment of the Contract holders and Policyowners other 
than as described in the Prospectuses of the Separate Accounts.

   The foregoing is only a summary of some of the important Federal income 
tax considerations generally affecting each Fund and its shareholders; see 
the SAI for a more detailed discussion. Shareholders are urged to consult 
their tax advisers.

                              GENERAL INFORMATION

   ORGANIZATION.  Life Series Fund is a Massachusetts business trust 
organized on June 12, 1985.  The Board of Trustees of Life Series Fund has 
authority to issue an unlimited number of shares of beneficial interest of 
separate series, no par value, of Life Series Fund.  The shares of beneficial 
interest of Life Series Fund are presently divided into eleven separate and 
distinct series. Life Series Fund does not hold annual shareholder meetings.  
If requested to do so by the holders of at least 10% of Life Series Fund's 
outstanding shares, the Board of Trustees will call a special meeting of 
shareholders for any purpose, including the removal of Trustees.

   CUSTODIAN.  The Bank of New York, 48 Wall Street, New York, NY 10286, is 
custodian of the securities and cash of each Fund, except the INTERNATIONAL 
SECURITIES FUND.  Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 
02109, is custodian of the securities and cash of the INTERNATIONAL 
SECURITIES FUND and employs foreign sub-custodians to provide custody of the 
Fund's foreign assets.

   TRANSFER AGENT.  Administrative Data Management Corp., 581 Main Street, 
Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as transfer 
agent for each Fund and as redemption agent for regular redemptions.

   SHAREHOLDER INQUIRIES.  Shareholder inquiries can be made by calling First 
Investors Life at 212-858-8200.


   ANNUAL AND SEMI-ANNUAL REPORTS AND PROSPECTUSES TO SHAREHOLDERS.  It is 
each Life Series Fund's practice to mail only one copy of its annual and 
semi-annual reports to any address at which more than one shareholder with 
the same last name has indicated that mail is to be delivered.  Additional 
copies of the reports will be mailed if requested in writing or by telephone 
by any shareholder.  In addition, if the SEC adopts a currently pending 
proposed rule, it is the Life Series Fund's intention to mail only one copy 
of its Prospectus to any address at which more than one shareholder with the 
same last name has indicated that mail is to be delivered.  


                                       37

<PAGE>

Additional copies of the Prospectus will be mailed if requested in writing or 
by telephone by any shareholder.


   YEAR 2000.  Like other mutual funds, the Funds could be adversely affected 
if the computer and other information processing systems used by the Adviser, 
Subadviser, Transfer Agent and other service providers are not properly 
programmed to process date-related information on and after January 1, 2000. 
Such systems typically have been programmed to use a two-digit number to 
represent the year for any date.  As a result, computer systems could 
incorrectly misidentify "00" as 1900, rather than 2000, and make mistakes 
when performing operations.  The Adviser and Transfer Agent are taking steps 
that they believe are reasonably designed to address the Year 2000 problem 
for computer and other systems used by them and are obtaining assurances that 
comparable steps are being taken by the Funds' other service providers. 
However, there can be no assurance that these steps will be sufficient to 
avoid any adverse impact on the Funds.  Nor can the Funds estimate the extent 
of any impact.


                                       38

<PAGE>

                                   APPENDIX A
                     DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP

   The ratings are based on current information furnished by the issuer or 
obtained by S&P from other sources it considers reliable.  S&P does not 
perform any audit in connection with any rating and may, on occasion, rely on 
unaudited financial information.  The ratings may be changed, suspended, or 
withdrawn as a result of changes in, or unavailability of, such information, 
or based on other circumstances.

   The ratings are based, in varying degrees, on the following considerations:

   1.     Likelihood of default-capacity and willingness of the obligor as to 
the timely payment of interest and repayment of principal in accordance with 
the terms of the obligation;

   2.     Nature of and provisions of the obligation;

   3.     Protection afforded by, and relative position of, the obligation in 
the event of bankruptcy, reorganization, or other arrangement under the laws 
of bankruptcy and other laws affecting creditors' rights.

   AAA  Debt rated "AAA" has the highest rating assigned by S&P.  Capacity to 
pay interest and repay principal is extremely strong.

   AA  Debt rated "AA" has a very strong capacity to pay interest and repay 
principal and differs from the higher rated issues only in small degree.

   A  Debt rated "A" has a strong capacity to pay interest and repay 
principal although it is somewhat more susceptible to the adverse effects of 
changes in circumstances and economic conditions than debt in higher rated 
categories.

   BBB  Debt rated "BBB" is regarded as having an adequate capacity to pay 
interest and repay principal.  Whereas it normally exhibits adequate 
protection parameters, adverse economic conditions or changing circumstances 
are more likely to lead to a weakened capacity to pay interest and repay 
principal for debt in this category than in higher rated categories.

   BB, B, CCC, CC, C  Debt rated "BB," "B," "CCC," "CC" and "C" is regarded, 
on balance, as predominantly speculative with respect to capacity to pay 
interest and repay principal.  "BB" indicates the least degree of speculation 
and "C" the highest.  While such debt will likely have some quality and 
protective characteristics, these are outweighed by large uncertainties or 
major risk exposures to adverse conditions.

   BB  Debt rated "BB" has less near-term vulnerability to default than other 
speculative issues. However, it faces major ongoing uncertainties or exposure 
to adverse business, financial, or economic conditions which could lead to 
inadequate capacity to meet timely interest and 


                                       39

<PAGE>

principal payments.  The "BB" rating category is also used for debt 
subordinated to senior debt that is assigned an actual or implied "BBB-" 
rating.

   B  Debt rated "B" has a greater vulnerability to default but currently has 
the capacity to meet interest payments and principal repayments.  Adverse 
business, financial, or economic conditions will likely impair capacity or 
willingness to pay interest and repay principal.  The "B" rating category is 
also used for debt subordinated to senior debt that is assigned an actual or 
implied "BB" or "BB-" rating.

   CCC  Debt rated "CCC" has a currently identifiable vulnerability to 
default and is dependent upon favorable business, financial, and economic 
conditions to meet timely payment of interest and repayment of principal.  In 
the event of adverse business, financial or economic conditions, it is not 
likely to have the capacity to pay interest and repay principal.  The "CCC" 
rating category is also used for debt subordinated to senior debt that is 
assigned an actual or implied "B" or "B-" rating.

   CC  The rating "CC" typically is applied to debt subordinated to senior 
debt that is assigned an actual or implied "CCC" rating.

   C  The rating "C" typically is applied to debt subordinated to senior debt 
which is assigned an actual or implied "CCC-" debt rating.  The "C" rating 
may be used to cover a situation where a bankruptcy petition has been filed, 
but debt service payments are continued.

   CI  The rating "CI" is reserved for income bonds on which no interest is 
being paid.

   D  Debt rated "D" is in payment default.  The "D" rating category is used 
when interest payments or principal payments are not made on the date due 
even if the applicable grace period has not expired, unless S&P believes that 
such payments will be made during such grace period. The "D" rating also will 
be used upon the filing of a bankruptcy petition if debt service payments are 
jeopardized.

   PLUS (+) OR MINUS (-):  The ratings from "AA" to "CCC" may be modified by 
the addition of a plus or minus sign to show relative standing within the 
major categories.

MOODY'S INVESTORS SERVICE, INC.

   Aaa  Bonds which are rated "Aaa" are judged to be of the best quality.  
They carry the smallest degree of investment risk and are generally referred 
to as "gilt edged."  Interest payments are protected by a large or 
exceptionally stable margin and principal is secure.  While the various 
protective elements are likely to change, such changes as can be visualized 
are most unlikely to impair the fundamentally strong position of such issues.

   Aa  Bonds which are rated "Aa" are judged to be of high quality by all 
standards.  Together with the Aaa group they comprise what are generally 
known as high-grade bonds.  They are rated lower than the best bonds because 
margins of protection may not be as large as in Aaa securities, fluctuation 
of protective elements may be of greater amplitude or there may be other 
elements present which make the long-term risk appear somewhat greater than 
the Aaa securities.


                                       40

<PAGE>

   A  Bonds which are rated "A" possess many favorable investment attributes 
and are to be considered as upper-medium-grade obligations.  Factors giving 
security to principal and interest are considered adequate, but elements may 
be present which suggest a susceptibility to impairment some time in the 
future.

   Baa  Bonds which are rated "Baa" are considered as medium-grade 
obligations (i.e., they are neither highly protected nor poorly secured).  
Interest payments and principal security appear adequate for the present, but 
certain protective elements may be lacking or may be characteristically 
unreliable over any great length of time.  Such bonds lack outstanding 
investment characteristics and in fact have speculative characteristics as 
well.

   Ba  Bonds which are rated "Ba" are judged to have speculative elements; 
their future cannot be considered as well-assured.  Often the protection of 
interest and principal payments may be very moderate, and thereby not well 
safeguarded during both good and bad times over the future. Uncertainty of 
position characterizes bonds in this class.

   B  Bonds which are rated "B" generally lack characteristics of the 
desirable investment. Assurance of interest and principal payments or of 
maintenance of other terms of the contract over any long period of time may 
be small.

   Caa  Bonds which are rated "Caa" are of poor standing.  Such issues may be 
in default or there may be present elements of danger with respect to 
principal or interest.

   Ca  Bonds which are rated "Ca" represent obligations which are speculative 
in a high degree. Such issues are often in default or have other marked 
shortcomings.

   C  Bonds which are rated "C" are the lowest rated class of bonds, and 
issues so rated can be regarded as having extremely poor prospects of ever 
attaining any real investment standing.

   Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating 
classification from Aa through B in its corporate bond rating system.  The 
modifier 1 indicates that the security ranks in the higher end of its generic 
rating category; the modifier 2 indicates a mid-range ranking; and the 
modifier 3 indicates that the issue ranks in the lower end of its generic 
rating category.

                                       41

<PAGE>


                                  TABLE OF CONTENTS


Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . .  .4
Investment Objectives and Policies . . . . . . . . . . . . . . . . . . .  11
How to Buy Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . .  33
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . .  35
Dividends and Other Distributions. . . . . . . . . . . . . . . . . . . .  36
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . .  37
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39



INVESTMENT ADVISER                           CUSTODIANS
First Investors Management                   The Bank of New York
  Company, Inc.                              48 Wall Street
95 Wall Street                               New York, NY  10286
New York, NY  10005                          
                                             Brown Brothers
SUBADVISER                                     Harriman & Co.
Wellington Management                        40 Water Street
  Company, LLP                               Boston, MA  02109
75 State Street                              
Boston, MA  02109                            AUDITORS
                                             Tait, Weller & Baker
TRANSFER AGENT                               8 Penn Center Plaza
Administrative Data                          Philadelphia, PA  19103
  Management Corp.                           
581 Main Street                              LEGAL COUNSEL
Woodbridge, NJ  07095-1198                   Kirkpatrick & Lockhart LLP
                                             1800 Massachusetts Avenue, N.W.
                                             Washington, D.C.  20036



THIS PROSPECTUS IS INTENDED TO CONSTITUTE AN OFFER BY LIFE SERIES FUND ONLY OF
THE SECURITIES OF WHICH IT IS THE ISSUER AND IS NOT INTENDED TO CONSTITUTE AN
OFFER BY ANY FUND OF THE SECURITIES OF ANY OTHER FUND WHOSE SECURITIES ARE ALSO
OFFERED BY THIS PROSPECTUS.  NO FUND INTENDS TO MAKE ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF THE DISCLOSURE IN THIS PROSPECTUS RELATING TO
ANY OTHER FUND.  NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS OR THE STATEMENT OF ADDITIONAL INFORMATION, AND IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY LIFE SERIES FUND, FIRST INVESTORS CORPORATION, OR ANY AFFILIATE
THEREOF.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY IN ANY STATE TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

<PAGE>


First Investors Life
Variable Annuity
Fund D
- -----------------------
First Investors
Life Series Fund
- -----------------------
Blue Chip Fund
Cash Management Fund
Discovery Fund
Government Fund
Growth Fund
High Yield Fund
International Securities Fund
Investment Grade Fund
Target Maturity 2007 Fund
Target Maturity 2010 Fund
Utilities Income Fund

Prospectuses
- ----------------------------
April 30, 1998

First Investors Logo

Logo is described as follows:  the arabic numeral one separated into seven
vertical segments followed by the words "First Investors."

Verticle line from top to bottom in center of page about 1/2 inch in thickness

The following language appears to the left of the above language in the printed
piece:

The words "BULK RATE U.S. POSTAGE PAID PERMIT NO. 7379" in a box to the right of
a circle containing the words "MAILED FROM ZIP CODE   11201" appears on the
righthand side.

The following language appears on the lefthand side.

FIRST INVESTORS LIFE SERIES FUND
95 WALL STREET
NEW YORK, NY 10005

First Investors Logo (as described above)
A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK

LIFE078

<PAGE>

                     FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

                        INDIVIDUAL VARIABLE ANNUITY CONTRACTS

                                      OFFERED BY

                        FIRST INVESTORS LIFE INSURANCE COMPANY

               STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 1998


     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 April 30, 1998, 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


<TABLE>
<CAPTION>
                                                                    PAGE
<S>                                                                  <C>
General Description. . . . . . . . . . . . . . . . . . . . . . .      2
Services . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . .      3
Other Information. . . . . . . . . . . . . . . . . . . . . . . .      4
Performance Information. . . . . . . . . . . . . . . . . . . . .      5
Relevance of Financial Statements. . . . . . . . . . . . . . . .      9
Appendices . . . . . . . . . . . . . . . . . . . . . . . . . . .     10
Financial Statements . . . . . . . . . . . . . . . . . . . . . .     15
</TABLE>


                                       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 each Subaccount 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.

     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.


     UNDERWRITER.  First Investors Life and Separate Account D have entered 
into an Underwriting Agreement with FIC.  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.  For the fiscal year ended December 
31, 1997, FIC received fees of $766,531 in connection with the distribution 
of the Contracts in a continuous offering. 


     The Contracts are sold by insurance agents licensed to sell variable 
annuities, who are registered representatives of the Underwriter.

                                       2
<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 and administration.  Such factor is equal on an annual basis to 1.40%
     of the daily net asset value of the applicable Subaccount.  This percentage
     represents approximately a 0.85% charge for the mortality risk assumed, a
     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

                                       3
<PAGE>

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 four 
years of age for persons born 1900 and later and an additional setback of one 
year of age for each completed five 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 Unit 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.  
No assignment of a Contract shall be binding on First Investors Life unless 
such assignment is in writing and is filed with First Investors Life at its 
Home Office


                                       4
<PAGE>

                               PERFORMANCE INFORMATION

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

     The yield for a Subaccount (other than the 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 Subaccount 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 net 
asset value 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. 

     For a Subaccount, other than the Cash Management Subaccount, the 
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, other than the Cash 
Management Subaccount, will assume the payment of the applicable CDSC imposed 
on a surrender of purchase payments for the applicable period, the payment of 
applicable Mortality and Expense Risk and administrative charges of 1.40% 
("P"), and the payment of the $30 annual contract maintenance charge. Each 
Subaccount, other than the Cash Management 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. 


     Average annual total return and total return computed at the public 
offering price (using the applicable CDSC) for the period ended December 31, 
1997 for each Subaccount, other than the Cash Management Subaccount, are set 
forth in the tables below:

                                       5
<PAGE>

AVERAGE ANNUAL TOTAL RETURN (1)


<TABLE>
<CAPTION>
                                                     Life of
                                                  Subaccount (2)
                                                  -------------
<S>                                                   <C>
Blue Chip Subaccount                                    (5.27%)
Discovery Subaccount                                    (4.81%)
Government Subaccount                                   (4.23%)
Growth Subaccount                                       (3.76%)
High Yield Subaccount                                   (2.89%)
International Securities  Subaccount                   (13.55%)
Investment Grade Subaccount                             (3.73%)
Target Maturity 2007 Subaccount                          (.90%)
Target Maturity 2010 Subaccount                           .87%
Utilities Income Subaccount                              9.62%
</TABLE>


TOTAL RETURN (1)


<TABLE>
<CAPTION>
                                                     Life of
                                                  Subaccount (2)
                                                  -------------
<S>                                                   <C>
Blue Chip Subaccount                                    (5.27%)
Discovery Subaccount                                    (4.81%)
Government Subaccount                                   (4.23%)
Growth Subaccount                                       (3.76%)
High Yield Subaccount                                   (2.89%)
International Securities  Subaccount                   (13.55%)
Investment Grade Subaccount                             (3.73%)
Target Maturity 2007 Subaccount                          (.90%)
Target Maturity 2010 Subaccount                           .87%
Utilities Income Subaccount                              9.62%
</TABLE>


     Nonstandardized average annual total return and total return may also be 
advertised using net asset value per Accumulation Unit at the end of the 
relevant base period --- i.e., without deducting any applicable CDSC.  The 
calculation will be made using the standardized formula except that ending 
net asset value per Accumulation Unit will be substituted for ending 
redeemable value.  Any quotation of return not reflecting an applicable CDSC 
will be greater than if the CDSC were reflected.  Nonstandardized average 
annual total return and total return computed at net asset value for the 
period ended December 31, 1997 for each Subaccount, other than the Cash 
Management Subaccount, are set forth in the tables below:










- ---------------------------
(1) Some of the expenses for the underlying Funds were waived or reimbursed 
from commencement of operations through December 31, 1997. Accordingly, 
return figures for the Subaccounts are higher than they would have been had 
such expenses not been waived or reimbursed.


(2) The inception date for each of the Subaccounts is July 28, 1997.

                                       6
<PAGE>

NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN (1)


<TABLE>
<CAPTION>
                                                     Life of
                                                  Subaccount (2)
                                                  -------------
<S>                                                    <C>
Blue Chip Subaccount                                     1.73%
Discovery Subaccount                                     2.19%
Government Subaccount                                    2.77%
Growth Subaccount                                        3.24%
High Yield Subaccount                                    4.11%
International Securities  Subaccount                    (7.05%)
Investment Grade Subaccount                              3.27%
Target Maturity 2007 Subaccount                          6.10%
Target Maturity 2010 Subaccount                          7.87%
Utilities Income Subaccount                             16.62%
</TABLE>


TOTAL RETURN (1)


<TABLE>
<CAPTION>
                                                   Life of
                                                  Subaccount (2)
                                                  -------------
<S>                                                    <C>
Blue Chip Subaccount                                     1.73%
Discovery Subaccount                                     2.19%
Government Subaccount                                    2.77%
Growth Subaccount                                        3.24%
High Yield Subaccount                                    4.11%
International Securities  Subaccount                    (7.05%)
Investment Grade Subaccount                              3.27%
Target Maturity 2007 Subaccount                          6.10%
Target Maturity 2010 Subaccount                          7.87%
Utilities Income Subaccount                             16.62%
</TABLE>


     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.  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.


- ---------------------------
(1) Some of the expenses for the underlying Funds were waived or reimbursed 
from commencement of operations through December 31, 1997. Accordingly, 
return figures for the Subaccounts are higher than they would have been had 
such expenses not been waived or reimbursed.


(2) The inception date for each of the Subaccounts is July 28, 1997

<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.


                                     8
<PAGE>


    The following is an example, for purposes of illustration only, of the 
current and effective yield calculation for the seven day period ended 
December 31, 1997.

<TABLE>

<S>                                                              <C>
    Dividends per accumulation unit from net investment income
    (seven calendar days ended December 31, 1997)
    (Base Period)....................................................$.00098011
    Annualized (365 day basis)*......................................$.050758442
    Average value per accumulation unit for the 
    seven calendar days ended December 31, 1997......................$1.00
    Annualized historical yield per accumulation unit for the 
    seven calendar days ended December 31, 1997......................5.11%
    Effective Yield**................................................5.23%
    Weighted average life to maturity of the 
    portfolio on December 31, 1997 was 56 days
</TABLE>

    *This  represents the average of annualized net investment income per 
    accumulation unit for the seven calendar days ended December 31, 1997.

  **Effective Yield=[ (Base Period Return + 1)365/7] -1

    The figures in the above example do not include the CDSC.  Accordingly, 
all yield quotations are higher than they would have been had such CDSC been 
included.


    Separate Account D's Prospectus and Statement of Additional Information 
may be in use for a full year and, accordingly, it can be expected that 
yields will fluctuate substantially from the example shown above.

                     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.


                                       9
<PAGE>


                                      APPENDICES







                                        10
<PAGE>

                                      APPENDIX I

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


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

<TABLE>

<S>                                                                         <C>
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 at the end of the immediately
       preceding Valuation Period.
       Assume........................................................ =     $8.39000000
D = The daily deduction for charges for mortality and expense risks 
       and administration, which totals 1.4% on an annual basis.
       On a daily basis.............................................. =       .00003836

Then, the Net Investment Factor = 8.51000000 + 0..................... =      1.01426438
                                  -------------- - .00003836
                                   8.39000000
</TABLE>

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

Accumulation Unit Value = A x B
Where:

<TABLE>

<S>                                                                            <C>
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
</TABLE>


                                         11
<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:

<TABLE>

<S>                                                                            <C>
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
</TABLE>

Then the number of Annuity Units Payable:

<TABLE>
              <S>               <C>
                 $20,000.00   
                -----------  -  (116.61488844 x 30)
                $1.08353012

              = 18,458.18554633  -  3,498.44665320

              = 14,959.73889313
</TABLE>

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


                                      12
<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:

<TABLE>

<S>                                                                          <C>
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 31/2% 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
</TABLE>

                                      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:

<TABLE>

<S>                                                                         <C>
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
</TABLE>

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


                                       13
<PAGE>


                                      EXAMPLE C

                       FORMULA AND ILLUSTRATION FOR DETERMINING
                  THE NUMBER OF ANNUITY UNITS FOR SEPARATE ACCOUNT D
                 REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

                           A
Number of Annuity Units  = -
                           B

Where:

<TABLE>

<S>                                                                             <C>
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
</TABLE>

                                        $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:

<TABLE>

<S>                                                                       <C>
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
</TABLE>

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

 
                                         14

<PAGE>


                        Financial Statements as of 
                            December 31, 1997






                                   15


 <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, 1997 and 1996, and the related statements
of income, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1997. 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, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.




                                          TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1998


                                          16
<PAGE>

                        
                        FIRST INVESTORS LIFE INSURANCE COMPANY
                                    BALANCE SHEETS
                                        ASSETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1997    DECEMBER 31, 1996
                                                              -----------------    -----------------
<S>                                                           <C>                  <C>
Investments (note 2):
  Available-for-sale securities. . . . . . . . . . . . . . .     $125,380,627        $114,011,891
  Held-to-maturity securities. . . . . . . . . . . . . . . .        5,529,687           5,549,214
  Short term investments . . . . . . . . . . . . . . . . . .        3,083,769           7,667,491
  Policy loans . . . . . . . . . . . . . . . . . . . . . . .       21,527,810          18,865,648
                                                                 -------------       ------------

     Total investments . . . . . . . . . . . . . . . . . . .      155,521,893         146,094,244

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,145,215             901,980
Premiums and other receivables, net of allowances of
  $30,000 in 1997 and 1996 . . . . . . . . . . . . . . . . .        4,749,099           3,998,210
Accrued investment income. . . . . . . . . . . . . . . . . .        3,180,924           2,903,566
Deferred policy acquisition costs (note 6) . . . . . . . . .       18,446,716          17,547,129
Deferred Federal income taxes (note 7)     . . . . . . . . .        1,039,000             934,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $1,075,336 in 1997 and $925,736 in 1996. .           97,379             146,078
Other assets . . . . . . . . . . . . . . . . . . . . . . . .          120,044             136,302
Separate account assets. . . . . . . . . . . . . . . . . . .      642,453,414         465,456,848
                                                                 ------------        ------------
     Total assets. . . . . . . . . . . . . . . . . . . . . .     $826,753,684        $638,118,357
                                                                 ------------        ------------
                                                                 ------------        ------------

                        LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policyholder account balances (note 6) . . . . . . . . . . .     $115,281,318        $113,295,474
Claims and other contract liabilities. . . . . . . . . . . .       12,548,096          12,190,281
Accounts payable and accrued liabilities . . . . . . . . . .        4,426,355           3,730,943
Separate account liabilities . . . . . . . . . . . . . . . .      642,453,314         464,852,507
                                                                 ------------        ------------
     Total liabilities . . . . . . . . . . . . . . . . . . .      774,709,083         594,069,205
                                                                 ------------        ------------

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). . . . . . . . . . . . . . . . . . . .        1,608,000             644,000
Retained earnings  . . . . . . . . . . . . . . . . . . . . .       41,402,258          34,370,809
                                                                 ------------        ------------
     Total stockholder's equity. . . . . . . . . . . . . . .       52,044,601          44,049,152
                                                                 ------------        ------------
     Total liabilities and stockholder's equity. . . . . . .     $826,753,684        $638,118,357
                                                                 ------------        ------------
                                                                 ------------        ------------
</TABLE>


See accompanying notes to financial statements.

                                          17
<PAGE>


                        FIRST INVESTORS LIFE INSURANCE COMPANY
                                 STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                                    YEAR ENDED         YEAR ENDED           YEAR ENDED
                                                                 DECEMBER 31, 1997   DECEMBER 31,1996     DECEMBER 31,1995
                                                                 -----------------   ----------------     ----------------
<S>                                                              <C>                 <C>                  <C>
REVENUES
  Policyholder fees. . . . . . . . . . . . . . . . . . . . . .      $24,826,454        $22,955,165          $19,958,420
  Premiums . . . . . . . . . . . . . . . . . . . . . . . . . .        6,279,137          6,725,329            7,293,719
  Investment income (note 2) . . . . . . . . . . . . . . . . .       10,259,601          9,771,389            9,363,212
  Realized gain (loss) on investments. . . . . . . . . . . . .          158,874           (221,025)             373,582
  Other income . . . . . . . . . . . . . . . . . . . . . . . .          702,644            704,678              835,703
                                                                    ------------       ------------         ------------
     Total income. . . . . . . . . . . . . . . . . . . . . . .       42,226,710         39,935,536           37,824,636
                                                                    ------------       ------------         ------------

BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities . . . . . . .       14,370,510         12,912,810           13,027,516
  Dividends to policyholders . . . . . . . . . . . . . . . . .        1,033,663            964,913              954,384
  Amortization of deferred acquisition costs (note 6). . . . .          663,200          1,454,408            1,672,429
  Commissions and general expenses . . . . . . . . . . . . . .       15,445,888         16,287,498           15,773,968
                                                                    ------------       ------------         ------------
     Total benefits and expenses . . . . . . . . . . . . . . .       31,513,261         31,619,629           31,428,297
                                                                    ------------       ------------         ------------

Income before Federal income tax . . . . . . . . . . . . . . .       10,713,449          8,315,907            6,396,339

Federal income tax (note 7):
  Current  . . . . . . . . . . . . . . . . . . . . . . . . . .        4,285,000          3,099,000            2,553,000
  Deferred . . . . . . . . . . . . . . . . . . . . . . . . . .         (603,000)          (286,000)            (376,000)
                                                                    ------------       ------------         ------------

                                                                      3,682,000          2,813,000            2,177,000
                                                                    ------------       ------------         ------------

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . .      $ 7,031,449        $ 5,502,907          $ 4,219,339
                                                                    ------------       ------------         ------------
                                                                    ------------       ------------         ------------

Income per share, based on 534,350 shares outstanding. . . . .      $     13.16        $     10.30          $      7.90
                                                                    ------------       ------------         ------------
                                                                    ------------       ------------         ------------

</TABLE>


See accompanying notes to financial statements.

                                          18
<PAGE>


                        FIRST INVESTORS LIFE INSURANCE COMPANY
                          STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>

                                                                    YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                                 DECEMBER 31, 1997   DECEMBER 31,1996    DECEMBER 31,1995
                                                                 -----------------   ----------------    ----------------
<S>                                                              <C>                 <C>                 <C>
Balance at beginning of year . . . . . . . . . . . . . . . . .      $ 44,049,152       $ 39,780,245        $ 31,196,906

Net income . . . . . . . . . . . . . . . . . . . . . . . . . .         7,031,449          5,502,907           4,219,339
Increase (decrease) in unrealized holding gains on
  available-for-sale securities. . . . . . . . . . . . . . . .           964,000         (1,234,000)          4,364,000
                                                                    ------------        ------------       ------------
Balance at end of year . . . . . . . . . . . . . . . . . . . .      $ 52,044,601       $ 44,049,152        $ 39,780,245
                                                                    ------------        ------------       ------------
                                                                    ------------        ------------       ------------
</TABLE>



                               STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                    YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                                 DECEMBER 31, 1997   DECEMBER 31,1996    DECEMBER 31,1995
                                                                 -----------------   ----------------    ----------------
<S>                                                              <C>                 <C>                 <C>
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received. . . . . . . . . . . . . . . .      $ 24,587,113        $ 22,925,131       $ 19,374,522
     Premiums received . . . . . . . . . . . . . . . . . . . .         6,088,582           6,413,009          6,895,096
     Amounts received on policyholder accounts . . . . . . . .       125,818,334         105,489,481         87,156,662
     Investment income received. . . . . . . . . . . . . . . .        10,263,095           9,964,169          9,360,894
     Other receipts. . . . . . . . . . . . . . . . . . . . . .            57,287              55,779             69,621
     Benefits and contract liabilities paid. . . . . . . . . .      (138,420,373)       (117,321,389)      (101,642,156)
     Commissions and general expenses paid . . . . . . . . . .       (20,899,476)        (20,857,687)       (18,176,870)
                                                                    ------------        ------------       ------------
     Net cash provided by (used for) operating activities. . .         7,494,562           6,668,493          3,037,769
                                                                    ------------        ------------       ------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities . . . . . . .        38,900,851          39,062,702         58,755,827
     Purchase of investment securities . . . . . . . . . . . .       (44,021,791)        (44,134,604)       (58,622,646)
     Purchase of furniture, equipment and other assets . . . .           (62,170)            (34,485)          (128,442)
     Net increase in policy loans. . . . . . . . . . . . . . .        (2,662,162)         (1,848,956)        (2,330,591)
     Investment in Separate Account  . . . . . . . . . . . . .           593,945                (200)          (500,000)
                                                                    ------------        ------------       ------------
     Net cash provided by (used for) investing activities. . .        (7,251,327)         (6,955,543)        (2,825,852)

     Net increase (decrease) in cash . . . . . . . . . . . . .           243,235            (287,050)           211,917

Cash
  Beginning of year  . . . . . . . . . . . . . . . . . . . . .           901,980           1,189,030            977,113
                                                                    ------------        ------------       ------------
  End of year  . . . . . . . . . . . . . . . . . . . . . . . .      $  1,145,215        $    901,980       $  1,189,030
                                                                    ------------        ------------       ------------
                                                                    ------------        ------------       ------------

</TABLE>



The Company received a refund of Federal income tax of $79,000 in 1997 and
$102,000 in 1996 and paid Federal income tax of $4,283,000 in 1997, $3,243,000
in 1996 and $2,125,000 in 1995.

See accompanying notes to financial statements.

                                          19
<PAGE>

                        FIRST INVESTORS LIFE INSURANCE COMPANY

                               STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                     YEAR ENDED         YEAR ENDED          YEAR ENDED
                                                                 DECEMBER 31, 1997   DECEMBER 31, 1996   DECEMBER 31, 1995
                                                                 -----------------   -----------------   -----------------
<S>                                                              <C>                 <C>                 <C>
Reconciliation of net income to net cash
   provided by (used for) operating activities:

  Net income . . . . . . . . . . . . . . . . . . . . . . . .        $ 7,031,449          $ 5,502,907        $ 4,219,339

  Adjustments to reconcile net income to net cash
            provided by (used for) operating activities:
          Depreciation and amortization. . . . . . . . . . .             117,804             130,924             141,121
          Amortization of deferred policy acquisition costs.             663,200           1,454,408           1,672,429
  Realized investment (gains) losses . . . . . . . . . . . .            (158,874)            221,025            (373,582)
          Amortization of premiums and discounts on
          investments. . . . . . . . . . . . . . . . . . . .             280,852             262,785             237,472
          Deferred Federal income taxes. . . . . . . . . . .            (603,000)           (286,000)           (376,000)
          Other items not requiring cash - net . . . . . . .               9,771               6,794            (112,268)

     (Increase) decrease in:
          Premiums and other receivables, net. . . . . . . .            (750,889)            336,385            (433,106)
          Accrued investment income. . . . . . . . . . . . .            (277,358)            (70,005)           (239,790)
          Deferred policy acquisition costs, exclusive
          of amortization. . . . . . . . . . . . . . . . . .          (1,866,787)         (1,275,323)         (1,117,752)
          Other assets . . . . . . . . . . . . . . . . . . .               9,323             (18,574)             64,490

     Increase (decrease) in:
          Policyholder account balances. . . . . . . . . . .           1,985,844             (78,699)         (1,882,591)
          Claims and other contract liabilities. . . . . . .             357,815             901,173             551,392
          Accounts payable and accrued liabilities . . . . .             695,412            (419,307)            686,615
                                                                    ------------         -----------        ------------

                                                                    $  7,494,562         $ 6,668,493        $  3,037,769
                                                                    ------------         -----------        ------------
                                                                    ------------         -----------        ------------
</TABLE>



See accompanying notes to financial statements.


                                          20
<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 over
three to seven years.

          (c)  INVESTMENTS.   Investments in equity securities that have readily
determinable fair values and all investments in debt securities are classified
in 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.

          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.

                                          21
<PAGE>

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

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

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


<TABLE>
<CAPTION>
                                                                   YEAR ENDED           YEAR ENDED         YEAR ENDED
                                                                 DECEMBER 31,1997    DECEMBER 31, 1996   DECEMBER 31,1995
                                                                 ----------------    -----------------   ----------------

<S>                                                              <C>                 <C>                 <C>
Interest on fixed maturities . . . . . . . . . . . . . . . .         $ 9,029,979         $ 8,559,429         $ 8,243,748
Interest on short term investments . . . . . . . . . . . . .             307,656             410,930             451,475
Interest on policy loans . . . . . . . . . . . . . . . . . .           1,268,834           1,151,681             973,242
Dividends on equity securities . . . . . . . . . . . . . . .                 --               43,756              58,305
                                                                    ------------         -----------        ------------

     Total investment income . . . . . . . . . . . . . . . .          10,606,469          10,165,796           9,726,770
     Investment expense. . . . . . . . . . . . . . . . . . .             346,868             394,407             363,558
                                                                    ------------         -----------        ------------

Net investment income. . . . . . . . . . . . . . . . . . . .         $10,259,601         $ 9,771,389         $ 9,363,212
                                                                    ------------         -----------        ------------
                                                                    ------------         -----------        ------------
</TABLE>


The amortized cost and estimated market values of investments at December 31,
1997 and 1996 are as follows:



<TABLE>
<CAPTION>

                                                                             GROSS               GROSS        ESTIMATED
                                                       AMORTIZED           UNREALIZED          UNREALIZED      MARKET
                                                         COST                GAINS               LOSSES         VALUE
                                                       ---------           ----------          ----------     ---------
<S>                                                  <C>                 <C>                   <C>          <C>
AVAILABLE-FOR-SALE SECURITIES
DECEMBER 31, 1997

  U.S. Treasury Securities and obligations
     of U.S. Government Corporations
     and Agencies. . . . . . . . . . . . . . . . .   $ 39,532,729       $   975,819           $    --       $  40,508,548
  Debt Securities issued by
     States of the U.S.. . . . . . . . . . . . . .      7,309,135            92,015                --           7,401,150
  Corporate Debt Securities. . . . . . . . . . . .     67,900,325         1,739,318            75,913          69,563,730
  Other Debt Securities  . . . . . . . . . . . . .      7,606,438           300,761                --           7,907,199
                                                     ------------       -----------           -------        ------------

                                                     $122,348,627       $ 3,107,913           $75,913        $125,380,627
                                                     ------------       -----------           -------        ------------
                                                     ------------       -----------           -------        ------------

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
                                                     ------------      ------------         ---------       -------------
                                                     ------------      ------------         ---------       -------------
</TABLE>


                                          22
<PAGE>


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


  At December 31, 1997 and 1996, the Company recognized "Unrealized Holding
Gains on Available-For-Sale Securities" of $1,608,000 and $644,000, net of
applicable deferred income taxes and amortization of deferred acquisition costs.
The change in the Unrealized Holding Gains (Losses) of  $964,000, ($1,234,000)
and $4,364,000 for 1997, 1996 and 1995, respectively is reported as a separate
component of stockholders' equity.


<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
DECEMBER 31,1997
<S>                                                  <C>                  <C>            <C>                  <C>
U.S. Treasury Securities and obligations
  of U.S. Government Corporations
  and Agencies*. . . . . . . . . . . . . . . . . .   $  3,419,687        $   90,126     $         700         $ 3,509,113
Corporate Debt Securities. . . . . . . . . . . . .      2,000,000           109,000                --           2,109,400
Other Debt Securities. . . . . . . . . . . . . . .        110,000                --                --             110,000
                                                     ------------        ----------     -------------         -----------

                                                     $  5,529,687        $  199,126     $         700         $ 5,728,513
                                                     ------------        ----------     -------------         -----------
                                                     ------------        ----------     -------------         -----------

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
                                                     ------------        ----------     -------------         -----------
                                                     ------------        ----------     -------------         -----------
</TABLE>

*These securities are on deposit for various state insurance departments and are
therefore restricted as to sale.

  The amortized cost and estimated market value of debt securities at December
31, 1997, 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.

<TABLE>
<CAPTION>
                                                      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. . . . . . . . . .     $ 363,473         $  362,773       $  6,608,708         $  6,633,659
Due after one year through five years. . .     2,634,603          2,715,715         37,905,751           38,828,513
Due after five years through ten years . .       531,611            540,625         50,889,338           52,290,280
Due after ten years. . . . . . . . . . . .     2,000,000          2,109,400         26,944,831           27,628,175
                                               ----------       -----------       -------------        ------------

                                              $5,529,687         $5,728,513       $122,348,628         $125,380,627
                                               ----------        ----------       -------------        ------------
                                               ----------        ----------       -------------        ------------
</TABLE>


Proceeds from sales of investments in fixed maturities were $34,316,604,
$39,046,422 and $56,949,635 in 1997, 1996 and 1995, respectively.  Gross gains
of $374,583 and gross losses of $215,709 were realized on those sales in 1997.
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.
                                      
                                        23
<PAGE>


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

  (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.

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.

                                          24
<PAGE>


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

     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,
1997, 1996 and 1995, the Company charged operations approximately $70,000,
$100,000 and $40,000 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 $419,000 in 1997, $414,000 in 1996 and $375,000 in 1995.  The
accrued liability of approximately $2,913,000 in 1997 and $2,858,000 in 1996 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 1997 and 1996 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, 1997, 1996 and 1995.  The Company also had
assumed reinsurance amounting to approximately 20%, 21% and 20% 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.

                                          25
<PAGE>

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

     (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, 1997, 1996 and 1995, the
Company paid approximately $1,114,000, $1,222,000 and $1,282,000, respectively,
for these services.  In addition, the Company reimbursed an affiliate
approximately $9,814,000 in 1997, $9,709,000 in 1996,and $8,739,000 in 1995 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 $332,000 at December 31, 1997 and $326,000 at December
31, 1996.

     (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.

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, 1997, 1996 and 1995 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
                                                  ----------------------                    --------------------------
                                             1997           1996         1995          1997             1996           1995
                                          -----------   ----------    ----------    -----------     -----------    -----------
<S>                                       <C>           <C>           <C>           <C>             <C>            <C>
Reported on a statutory basis. . . . . .  $5,809,629    $5,002,533    $3,705,334    $32,159,721     $26,580,877    $21,600,537
                                          -----------   ----------    ----------    -----------     -----------    -----------

Adjustments:
  Deferred policy acquisition costs (b). .   351,239      (179,085)     (554,677)     18,446,716     17,547,129     17,318,214
  Future policy benefits (a) . . . . . .     133,848       514,086       422,387     (3,000,589)     (2,398,397)    (2,912,483)
  Deferred income taxes. . . . . . . . .     603,000       286,000       376,000      1,039,000         934,000         12,000
  Premiums due and deferred (e). . . . .      84,291        85,461        80,133     (1,274,816)     (1,359,107)    (1,444,568)
  Cost of colletion and other statutory
     liabilities . . . . . . . . . . . .        (924)      (12,283)      (16,318)        36,060          36,984         49,267
  Non-admitted assets. . . . . . . . . .          --            --            --        224,411         298,731        395,758
  Asset valuation reserve. . . . . . . .          --            --            --      1,325,986       1,136,664      1,016,830
  Interest maintenance reserve . . . . .     (55,019)      (48,542)      (40,804)        56,112           6,271        200,690
  Gross unrealized holding gains on
     available-for-sale securities . .            --            --            --      3,032,000       1,266,000      3,544,000
  Net realized capital gains (losses). .     158,874      (221,025)      373,582             --              --             --
  Other    . . . . . . . . . . . . . . .     (53,489)       75,762      (126,298)            --              --             --
                                          -----------   ----------    ----------    -----------     -----------    -----------
                                            1,221,820      500,374       514,005     19,884,880      17,468,275     18,179,708
                                          -----------   ----------    ----------    -----------     -----------    -----------

In accordance with generally accepted
  accounting principles. . . . . . . . .   $7,031,449   $5,502,907    $4,219,339    $52,044,601     $44,049,152    $39,780,245
                                          -----------   ----------    ----------    -----------     -----------    -----------
                                          -----------   ----------    ----------    -----------     -----------    -----------

Per share, based on 534,350 shares
  outstanding. . . . . . . . . . . . . .     $13.16        $10.30         $7.90          $97.40         $82.44         $74.45
                                          -----------   ----------    ----------    -----------     -----------    -----------
                                          -----------   ----------    ----------    -----------     -----------    -----------
</TABLE>


                                          26
<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:

<TABLE>
<CAPTION>

          DISTRIBUTION OF LIABILITIES*                                BASIS OF ASSUMPTIONS
- ------------------------------------------------------------------------------------------
1996              1995          YEARS OF ISSUE    INTEREST            MORTALITY TABLE               WITHDRAWAL
- ----              ----          --------------    --------            ---------------               -----------
<S>            <C>              <C>               <C>            <C>                                  <C>
Non-par:
 $1,505,551    $ 1,655,040        1962-1967       4 1/2%         1955-60 Basic Select plus Ultimate   Linton B
  5,310,394      5,814,885        1968-1988       5 1/2%         1955-60 Basic Select plus Ultimate   Linton B
  2,433,724      2,546,702        1984-1988       7 1/2%         85% of 1965-70 Basic Select          Modified
                                                                   plus Ultimate                      Linton B
    101,775         86,508        1989-Present    7 1/2%         1975-80 Basic Select plus Ultimate   Linton B
    108,985        113,117        1989-Present    7 1/2%         1975-80 Basic Select plus Ultimate   Actual
     28,971         34,185        1989-Present    8%             1975-80 Basic Select plus Ultimate   Actual
 32,412,007     31,902,122        1985-Present    6%             Accumulation of Funds                --
Par:
    224,913        223,500        1966-1967       4 1/2%         1955-60 Basic Select plus Ultimate   Linton A
 13,273,949     13,357,249        1968-1988       5 1/2%         1955-60 Basic Select plus Ultimate   Linton A
    899,407        975,132        1981-1984       7 1/4%         90% of 1965-70 Basic Select
                                                                   plus Ultimate                      Linton B
  4,699,324      4,772,595        1983-1988       9 1/2%         80% of 1965-70 Basic Select
                                                                   plus Ultimate                      Linton B
 15,977,808     14,031,404        1990-Present    8%             66% of 1975-80 Basic Select
                                                                   plus Ultimate                      Linton B
Annuities:
 19,581,382     21,779,771        1976-Present    5 1/2%         Accumulation of Funds                --
Miscellaneous:
 19,604,218     16,939,829        1962-Present    2 1/2%-3 1/2%  1958-CSO                             None

</TABLE>

*  The above amounts are before deduction of deferred premiums of $881,090 in
1997 and  $936,565 in 1996.

     (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 $663,200 in 1997 and $1,454,408 in 1996, $1,672,429
in 1995 was charged to operations.

     (c) Participating business represented 9.5% and 9.8% of individual life
insurance in force at December 31, 1997 and 1996, respectively.

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


                                          27
<PAGE>


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



     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 $22,374,879, $16,796,135 and $11,815,645 at December
31, 1997, 1996 and 1995, 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.

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, 1997 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:

<TABLE>
<CAPTION>
                                                                     1997          1996
                                                                ------------   ------------
<S>                                                             <C>            <C>
Policyholder dividend provision. . . . . . . . . . . . . . .    $  (357,219)   $  (332,719)
Non-qualified agents' pension plan reserve . . . . . . . . .     (1,161,304)     1,127,384)
Deferred policy acquisition costs. . . . . . . . . . . . . .      2,215,873      2,507,526
Future policy benefits . . . . . . . . . . . . . . . . . . .     (2,575,365)     2,346,908)
Bond discount. . . . . . . . . . . . . . . . . . . . . . . .         39,184         28,677
Unrealized holding gains  on Available-For-Sale Securities .        829,000        331,000
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .        (29,169)         5,808
                                                                ------------    -----------
                                                                $(1,039,000)    $ (934,000)
                                                                ------------    -----------
                                                                ------------    -----------
</TABLE>

     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.


                                          28


<PAGE>

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


     We have audited the statement of assets and liabilities of First 
Investors Life Variable Annuity Fund D (a separate account of First Investors 
Life Insurance Company, registered as a unit investment trust under the 
Investment Company Act of 1940), as of December 31, 1997, and the related 
statements of operations and changes in net assets for the period from July 
28, 1997 (the date of commencement of operations) to December 31, 1997.  
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 Variable Annuity Fund D as of December 31, 1997, and the results of its 
operations and the changes in its net assets for the period from July 28, 
1997 (the date of commencement of operations) to December 31, 1997, in 
conformity with generally accepted accounting principles.





                                       TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 19, 1998


                                      29

<PAGE>

                             FIRST INVESTORS LIFE
                            VARIABLE ANNUITY FUND D

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1997
<TABLE>
<CAPTION>

<S>                                                                  <C>
ASSETS
  Investments at net asset value (Note 3):
    First Investors Life Series Fund . . . . . . . . . . . . . . .   $14,689,116
  Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -0-
                                                                     -----------
      Total Assets . . . . . . . . . . . . . . . . . . . . . . . .   $14,689,116
                                                                     -----------

LIABILITIES
  Payable to First Investors Life Insurance Company. . . . . . . .        14,837
  Other Liabilities. . . . . . . . . . . . . . . . . . . . . . . .       852,348
                                                                     -----------
      Total Liabilities. . . . . . . . . . . . . . . . . . . . . .       867,185
                                                                     -----------

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $13,821,931
                                                                     -----------

Net assets represented by Contracts in accumulation period . . . .   $13,821,931
                                                                     -----------
</TABLE>


See notes to financial statements.




                                      30

<PAGE>

                             FIRST INVESTORS LIFE
                            VARIABLE ANNUITY FUND D

                            STATEMENT OF OPERATIONS

  FOR THE PERIOD FROM JULY 28, 1997 (THE DATE OF COMMENCEMENT OF OPERATIONS)
                            TO DECEMBER 31, 1997
<TABLE>
<CAPTION>

<S>                                                                    <C>
INVESTMENT INCOME
  Income:
    Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . .       $2,945
                                                                       --------

      Total income . . . . . . . . . . . . . . . . . . . . . . . .       $2,945
                                                                       --------

  Expenses:
    Mortality and expense risks (Note 4) . . . . . . . . . . . . .      $41,042
                                                                       --------

      Total expenses . . . . . . . . . . . . . . . . . . . . . . .      $41,042
                                                                       --------

NET INVESTMENT LOSS. . . . . . . . . . . . . . . . . . . . . . . .     $(38,097)
                                                                       --------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . .          -0-
  End of period. . . . . . . . . . . . . . . . . . . . . . . . . .     $104,694
                                                                       --------

Change in unrealized appreciation on investments . . . . . . . . .     $104,694
                                                                       --------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . .      $66,597
                                                                       --------
</TABLE>


See notes to financial statements.




                                      31

<PAGE>

                             FIRST INVESTORS LIFE
                            VARIABLE ANNUITY FUND D

                      STATEMENTS OF CHANGES IN NET ASSETS

  FOR THE PERIOD FROM JULY 28, 1997 (THE DATE OF COMMENCEMENT OF OPERATIONS)
                            TO DECEMBER 31, 1997
<TABLE>
<CAPTION>

<S>                                                                 <C>
Increase in Net Assets
  From Operations
    Net investment loss  . . . . . . . . . . . . . . . . . . . . .     $(38,097)
    Change in unrealized appreciation on investments . . . . . . .      104,694
                                                                    -----------

    Net increase in net assets resulting from operations . . . . .       66,597
                                                                    -----------

  From Unit Transactions
    Net insurance premiums . . . . . . . . . . . . . . . . . . . .   13,775,489
    Contract payments. . . . . . . . . . . . . . . . . . . . . . .      (20,155)
                                                                    -----------

    Increase in net assets derived from unit transactions. . . . .   13,755,334
                                                                    -----------

      Net increase in net assets. . . . . . . . . . . . . . . . .    13,821,931

Net Assets
  Beginning of year. . . . . . . . . . . . . . . . . . . . . . .            -0-
                                                                    -----------
  End of year. . . . . . . . . . . . . . . . . . . . . . . . . .    $13,821,931
                                                                    -----------
                                                                    -----------
</TABLE>


                         See notes to financial statements.




                                      32

<PAGE>

                             FIRST INVESTORS LIFE
                            VARIABLE ANNUITY FUND D

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1997

NOTE 1 -- ORGANIZATION

    First Investors Life Variable Annuity Fund D (Separate Account D), a unit 
investment trust registered under the Investment Company Act of 1940 (the 
1940 Act), is a segregated investment account established by First Investors 
Life Insurance Company (FIL).  Assets of Separate Account D have been used to 
purchase shares of First Investors Life Series Fund (the Fund), an open-end 
diversified management investment company registered under the 1940 Act.  

NOTE 2 -- SIGNIFICANT ACCOUNTING PRACTICES
    INVESTMENTS
         Shares of the Fund held by Separate Account D are valued at net 
    asset value per share.  All distributions received from the Fund are 
    reinvested to purchase additional shares of the Fund at net asset value.

    FEDERAL INCOME TAXES

         Separate Account D is not taxed separately because its operations are 
    part of the total operations of FIL, which is taxed as a life insurance 
    company under the Internal Revenue Code.  Separate Account D will not be 
    taxed as a regulated investment company under Subchapter M of the Code. 
    Under existing Federal income tax law, no taxes are payable on the 
    investment income or on the capital gains of Separate Account D.

NOTE 3 -- INVESTMENTS
    Investments consist of the following:
<TABLE>
<CAPTION>

                                                     NET ASSET      MARKET
                                          SHARES       VALUE        VALUE         COST
                                         -------     ---------   -----------   -----------
<S>                                      <C>         <C>         <C>           <C>
First Investors Life Series Fund
  Cash Management. . . . . . . . . .     288,036     $    1.00   $   288,036   $   288,036
  High Yield . . . . . . . . . . . .      51,085         12.30       628,552       612,544
  Growth . . . . . . . . . . . . . .     122,727         29.24     3,588,551     3,529,939
  Discovery. . . . . . . . . . . . .      75,913         27.77     2,107,723     2,170,516
  Blue Chip. . . . . . . . . . . . .     183,294         23.71     4,345,840     4,277,887
  International Securities . . . . .     108,258         16.91     1,831,074     1,897,746
  Government . . . . . . . . . . . .      13,283         10.33       137,212       135,453
  Investment Grade . . . . . . . . .      19,913         11.67       232,362       226,006
  Utilities Income . . . . . . . . .      26,041         14.95       389,430       358,955
  Target Maturity 2007 . . . . . . .      52,902         12.63       668,283       641,872
  Target Maturity 2010 . . . . . .        37,177         12.70       472,053       445,468
                                                                 -----------   -----------
                                                                 $14,689,116   $14,584,422
                                                                 -----------   -----------
                                                                 -----------   -----------
</TABLE>

     The High Yield Series' investments in high yield securities, whether  
rated or unrated, may be considered speculative and subject to greater market 
fluctuations and risks of loss of income and principal than lower yielding, 
higher rated, fixed income securities.

NOTE 4 -- MORTALITY AND EXPENSE RISKS AND DEDUCTIONS

     In consideration for its assumption of the mortality and expense risks 
connected with the Variable Annuity Contracts, FIL deducts an amount equal on 
an annual basis to 1.25% of the daily net asset  value of Separate Account D. 
 An additional administrative charge  equal on an annual basis to 0.15% of 
the daily net asset value is deducted. The total of these deductions in 1997 
was $41,042.

     An annual contract maintenance charge of $30 is deducted from the 
accumulated value of the contract on the last business day of the contract 
year or on the date of surrender of the contract, if earlier.  There was no 
deduction under this provision in 1997.


                                      33

<PAGE>

                             FIRST INVESTORS LIFE
                            VARIABLE ANNUITY FUND D

                         NOTES TO FINANCIAL STATEMENTS

                                  (CONTINUED)

     The Variable Annuity Contracts are sold without an initial sales charge, 
but at the time of a full or partial surrender of the Contract, they may be 
subject to a contingent deferred sales charge ("CDSC") of  0% to 7% of the 
value of the Accumulation Units surrendered.






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