FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
497, 1999-11-12
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INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY
("FIRST INVESTORS LIFE")

THROUGH

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C (SEPARATE ACCOUNT C)
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D (SEPARATE ACCOUNT D)
95 Wall Street, New York, New York  10005/(212) 858-8200

     This  Prospectus   describes   deferred  Variable  Annuity  Contracts  (the
"Contracts")  that First  Investors Life  Insurance  Company is offering you the
opportunity to accumulate  capital,  on a tax-deferred  basis, for retirement or
other long-term purposes and thereafter to annuitize your accumulated cash value
if you so elect. If you elect to annuitize,  the Contracts offer several options
under which you can receive annuity payments for life.


     The Contracts invest in the same underlying investment portfolios.  Whether
you invest in a Separate Account C or Separate Account D Contract,  you allocate
your  purchase   payments   (less   certain   charges)  to  one  of  the  eleven
"Subaccounts."  Each of these Subaccounts  invests in a corresponding  "Fund" of
First  Investors Life Series Fund.  The amount you  accumulate  depends upon the
performance  of the  Subaccounts  in  which  you  invest.  You  bear  all of the
investment risk, which means that you could lose money.


     The  Contracts  differ  in  that  they  have  (a)  different  sales  charge
structures  (b)  different  death  benefits  and  (c)  different  expenses.  The
Contracts  also have  different  minimum  investments.  The  Separate  Account C
Contract  may be  purchased  with as little as $2,000.  The  Separate  Account D
Contracts require a minimum investment of $25,000.

     THE INTERNAL REVENUE SERVICE MAY ASSESS A PENALTY ON EARLY WITHDRAWAL.  THE
CONTRACTS PROVIDE YOU WITH A 10-DAY REVOCATION RIGHT.

     Please read this Prospectus and keep it for future  reference.  It contains
important  information that you should know before buying a Contract. We filed a
Statement of  Additional  Information  ("SAI"),  dated April 30, 1999,  with the
Securities and Exchange  Commission.  We  incorporate  the SAI by reference into
this  Prospectus.  See page 26 of this Prospectus for the SAI Table of Contents.
You can get a free SAI by contacting us at the address or telephone number shown
above.

     The  Securities  and Exchange  Commission  has not approved or  disapproved
these   securities   or  passed  on  the  adequacy  of  this   Prospectus.   Any
representation to the contrary is a criminal offense.

   This Prospectus is valid only if attached to the current prospectus for First
Investors Life Series Fund ("Life Series Fund").

                 The date of this Prospectus is April 30, 1999.


<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 that  measures  the value of a  Contractowner's
interest in a Subaccount of Separate  Account C or Separate Account D before the
Annuity Commencement Date.

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

     ANNUITANT - The person who is designated to receive annuity payments or who
is actually receiving annuity payments.

     ANNUITY  COMMENCEMENT  DATE - The date on which  we  begin  making  annuity
payments.

     ANNUITY UNIT - A unit that  determines  the amount of each annuity  payment
after the first annuity payment.

     BENEFICIARY - The person who is designated to receive any benefits  under a
Contract upon the death of the Annuitant or the Contractowners.

     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  that 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  C,  Separate  Account D and  other  segregated
investment accounts of First Investors Life.

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

     PURCHASE  PAYMENT - A payment  made to First  Investors  Life to purchase a
Contract.

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

     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
1940 Act.

     SUBACCOUNT - A segregated investment subaccount under Separate Account C or
Separate  Account D that  corresponds  to a fund of the Life  Series  Fund.  The
assets of a Subaccount are invested in shares of the  corresponding  fund 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 at the end of any Valuation  Date
and extending to the end of the next Valuation Date.

     VARIABLE  ANNUITY - An annuity  with annuity  payments  that vary in dollar
amount,  in accordance  with the net investment  experience of the  Subaccounts,
throughout the payment period.

     WE (AND OUR) - First Investors Life Insurance Company.

     YOU (AND YOUR) - The prospective contractowner.



                                       2
<PAGE>


                                   FEE TABLES

     The two  tables  below are  provided  to help you  understand  the  various
charges and  expenses  you will  directly or  indirectly  bear in  purchasing  a
contract.  The tables show how the charges and expenses for the Contract  funded
through Separate Account C ("Separate Account C Contracts") differ from those of
the Contract funded through Separate Account D ("Separate Account D Contracts").
The following  table reflects the charges and expenses of the relevant  Separate
Account. The table on the next page reflects the fees and expenses of the series
(each a "Fund" and  collectively  "Funds")  of the Life Series Fund in which the
Separate  Accounts  invest.  The Fee  Tables  reflect  expenses  expected  to be
incurred in 1999.

SEPARATE ACCOUNT EXPENSES

SEPARATE  ACCOUNT  C  (FRONT-LOADED          SEPARATE   ACCOUNT  D  (BACK-LOADED
CONTRACT)                                    CONTRACT)
CONTRACTOWNER TRANSACTION EXPENSES           CONTRACTOWNER TRANSACTION EXPENSES
Maximum   Sales  Load  Imposed  on           Maximum   Sales  Load  Imposed  on
Purchases   (as  a  percentage  of           Purchases   (as  a  percentage  of
purchase payment)............7.00%           purchase payments).............None
Maximum  Contingent  Deferred Sales          Maximum  Contingent  Deferred Sales
Charge.........................None          Charge.......................7.00%*
Annual Contract Maintenance  Charge          Annual    Contract      Maintenance
 ...............................None          Charge.....................$30.00**


SEPARATE  ACCOUNT C ANNUAL EXPENSES          SEPARATE  ACCOUNT D ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT          (AS A PERCENTAGE OF AVERAGE ACCOUNT
VALUE)                                       VALUE)
Mortality  and Expense Risk                  Mortality  and Expense Risk
Charges.......................1.00%          Charges.......................1.25%
Other Charges................0.00%+          Administrative Charge.........  15%
Total   Separate   Account   Annual                                        =====
Expenses......................1.00%          Total    Separate    Account Annual
                                             Expenses......................1.40%


* The maximum  contingent  deferred sales charge ("CDSC") is a percentage of the
value of the Accumulation  Units surrendered (not to exceed the aggregate amount
of the purchase payments made for the Units).  The charge decreases 1% each year
so that  there is no  charge  after  seven  years.  Each  year you may  withdraw
("surrender") up to 10% of total purchase  payments without a CDSC. For purposes
of computing the CDSC, Units are considered to be redeemed in the order in which
they were purchased (i.e., first-in, first-out).

** We deduct the Contract  Maintenance Charge of $30 from the Accumulated Value,
except that this charge will not exceed 2% of that value. For more  information,
see "Contract Maintenance Charge."

+ We may deduct an administrative  charge if the Accumulated Value of a Contract
is less than $1,500 (see "Administrative Charge").

     For more complete  descriptions  of the various charges and expenses shown,
please refer to "THE CONTRACTS IN DETAIL -- Sales Charge,  Mortality and Expense
Risk  Charges,  and Other  Charges." In addition,  Premium  taxes may apply (see
"Other Charges").

                                       3
<PAGE>


FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF FUND AVERAGE NET ASSETS)

These  expenses  are the same  whether  you  invest in a  Separate  Account C or
Separate Account D Contract.

<TABLE>
<CAPTION>

                                                                                               FEE WAIVERS
                                                                                TOTAL FUND        AND/OR
                                             MANAGEMENT         OTHER           OPERATING         EXPENSE          NET
                                               FEES(1)        EXPENSES(2)       EXPENSES(3)    ASSUMPTIONS     EXPENSES(3)
                                               -------        ----------        -----------      (1),(2)       -----------
                                                                                                 -------
<S>                                            <C>             <C>               <C>              <C>            <C>

Blue Chip Fund                                 0.75%           0.07%             0.82%            N/A            N/A
Cash Management Fund                           0.75            0.24              0.99             0.29%          0.70%
Discovery Fund                                 0.75            0.08              0.83             N/A            N/A
Government Fund                                0.75            0.12              0.87             0.15           0.72
Growth Fund                                    0.75            0.07              0.82             N/A            N/A
High Yield Fund                                0.75            0.08              0.83             N/A            N/A
International Securities Fund                  0.75            0.40              1.15             N/A            N/A
Investment Grade Fund                          0.75            0.10              0.85             0.15           0.70
Target Maturity 2007 Fund                      0.75            0.09              0.84             0.15           0.69
Target Maturity 2010 Fund                      0.75            0.09              0.84             0.15           0.69
Utilities Income Fund                          0.75            0.13              0.88             0.15           0.73


</TABLE>

 (1)  For the fiscal year ended December 31, 1998, the Adviser waived Management
      Fees in excess of 0.60% for Cash  Management  Fund, in excess of 0.60% for
      Government  Fund, in excess of 0.60% for Investment  Grade Fund, in excess
      of 0.60% for  Target  Maturity  2007  Fund,  in excess of 0.60% for Target
      Maturity 2010 Fund, and in excess of 0.60% for Utilities  Income Fund. The
      Adviser has contractually agreed with Life Series Fund to waive Management
      Fees in excess of 0.60% for Cash  Management  Fund, in excess of 0.60% for
      Government  Fund, in excess of 0.60% for Investment  Grade Fund, in excess
      of 0.60% for  Target  Maturity  2007  Fund,  in excess of 0.60% for Target
      Maturity 2010 Fund, and in excess of 0.60% for Utilities Income Fund for a
      period of twelve months commencing on May 1, 1999.

(2)   For the fiscal year ended December 31, 1998, the Adviser  assumed  certain
      Other Expenses in excess of 0.10% for Cash  Management  Fund, in excess of
      0.10% for Government  Fund, in excess of 0.10% for Investment  Grade Fund,
      in excess of 0.10% for Target  Maturity 2007 Fund,  and in excess of 0.10%
      for Target Maturity 2010 Fund. The Adviser has  contractually  agreed with
      Life  Series  Fund to assume  Other  Expenses  in excess of 0.10% for Cash
      Management Fund for a period of twelve months commencing on May 1, 1999.


(3)   Each Fund, other than International Securities Fund, has an expense offset
      arrangement  that may reduce the Fund's  custodian fee based on the amount
      of cash maintained by the Fund with its custodian. Any such fee reductions
      are not reflected under Total Fund Operating Expenses or Net Expenses.



                                       4
<PAGE>

EXAMPLE (SEPARATE ACCOUNT C CONTRACT)

If you  surrender  your Contract (or if you  annuitize)  for the number of years
shown, you would pay the following expenses on a $1,000 investment,  assuming 5%
annual return on assets:

<TABLE>
<CAPTION>

                                              1 YEAR          3 YEARS         5 YEARS         10 YEARS
                                              ------          -------         -------         --------
<S>                                             <C>            <C>              <C>             <C>

Blue Chip Subaccount.........................   $87            $123             $162            $269
Cash Management Subaccount...................    86             120              156             257
Discovery Subaccount.........................    87             124              162             270
Government Subaccount........................    86             120              157             259
Growth Subaccount............................    87             123              162             269
High Yield Subaccount........................    87             124              162             270
International Securities Subaccount..........    90             133              177             301
Investment Grade Subaccount..................    86             120              156             257
Target Maturity 2007 Subaccount..............    86             120              155             256
Target Maturity 2010 Subaccount..............    86             120              155             256
Utilities Income Subaccount..................    86             121              157             260

</TABLE>

EXAMPLE (SEPARATE ACCOUNT D CONTRACT)

The expenses you incur in purchasing a Separate  Account D Contract would depend
upon whether or not you surrender your contract.  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         5 years         10 years
                                              ------          -------         -------         --------
<S>                                            <C>             <C>              <C>             <C>

Blue Chip Subaccount.........................  $123            $209             $299            $555
Cash Management Subaccount...................   121             206              293             543
Discovery Subaccount.........................   123             210              299             556
Government Subaccount........................   122             206              294             545
Growth Subaccount............................   123             209              299             555
High Yield Subaccount........................   123             210              299             556
International Securities Subaccount..........   126             219              316             589
Investment Grade Subaccount..................   121             206              293             543
Target Maturity 2007 Subaccount..............   121             205              292             542
Target Maturity 2010 Subaccount..............   121             205              292             542
Utilities Income Subaccount..................   122             207              294             546

</TABLE>

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         5 years         10 years
                                              ------          -------         -------         --------
<S>                                             <C>            <C>              <C>             <C>

Blue Chip Subaccount.........................   $53            $159             $269            $555
Cash Management Subaccount...................    51             156              263             543
Discovery Subaccount.........................    53             160              269             556
Government Subaccount........................    52             156              264             545
Growth Subaccount............................    53             159              269             555
High Yield Subaccount........................    53             160              269             556
International Securities Subaccount..........    56             169              286             589
Investment Grade Subaccount..................    51             156              263             543
Target Maturity 2007 Subaccount..............    51             155              262             542
Target Maturity 2010 Subaccount..............    51             155              262             542
Utilities Income Subaccount..................    52             157              264             546

</TABLE>

     YOU SHOULD NOT CONSIDER THE EXPENSES IN THE EXAMPLES AS A REPRESENTATION OF
PAST OR FUTURE  EXPENSES.  ACTUAL  EXPENSES IN FUTURE  YEARS MAY BE MORE OR LESS
THAN THOSE SHOWN.


                                       5
<PAGE>


                         CONDENSED FINANCIAL INFORMATION

TABLE 1:  SEPARATE ACCOUNT C

   This table shows the accumulation  unit values and the number of accumulation
units outstanding for each Subaccount of Separate Account C, at the dates shown.
The  accumulation  unit value for each Subaccount was initially set at $10.00 on
October  16,  1990,  except as follows:  Investment  Subaccount  and  Government
Subaccount,  January 7, 1992;  Utilities Income  Subaccount,  November 16, 1993;
Target  Maturity  2007  Subaccount,  April 24, 1995;  and Target  Maturity  2010
Subaccount, April 29, 1996.

<TABLE>
<CAPTION>

                                                                                            NUMBER OF
                                                                         ACCUMULATION    ACCUMULATION
SUBACCOUNT                                             AT                UNIT VALUE($)        UNITS
- -------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                         <C>               <C>

Blue Chip Subaccount......................   December 31, 1990           10.74931759         144,049.8
                                             December 31, 1991           13.42731580         561,758.4
                                             December 31, 1992           14.18287684       1,085,254.0
                                             December 31, 1993           15.23373431       1,529,348.1
                                             December 31, 1994           14.86290782       1,959,841.2
                                             December 31, 1995           19.71773603       2,413,509.3
                                             December 31, 1996           23.72148089       3,116,839.9
                                             December 31, 1997           29.75982140       3,812,804.5
                                             December 31, 1998           34.96033275       4,012,212.4

Cash Management Subaccount................   December 31, 1990           10.07542807         571,856.9
                                             December 31, 1991           10.52748985         571,891.0
                                             December 31, 1992           10.73770189         437,185.0
                                             December 31, 1993           10.91847727         253,743.1
                                             December 31, 1994           11.21833852         235,919.5
                                             December 31, 1995           11.71983145         252,407.7
                                             December 31, 1996           12.18484038         246,553.2
                                             December 31, 1997           12.67719681         256,188.6
                                             December 31, 1998           13.18253046         364,729.9

Discovery Subaccount......................   December 31, 1990           10.91349031           8,362.1
                                             December 31, 1991           16.53848277         130,585.7
                                             December 31, 1992           18.93150000         307,107.8
                                             December 31, 1993           22.89932001         563,070.0
                                             December 31, 1994           22.07727850         867,303.8
                                             December 31, 1995           27.37355380       1,203,507.8
                                             December 31, 1996           30.48354883       1,523,777.2
                                             December 31, 1997           35.26286749       1,838,056.5
                                             December 31, 1998           35.97570267       1,911,584.8

Government Subaccount.....................   December 31, 1992           10.87670909         437,095.3
                                             December 31, 1993           11.44920392         674,512.1
                                             December 31, 1994           10.85941183         672,797.1
                                             December 31, 1995           12.43183229         705,348.4
                                             December 31, 1996           12.74903390         643,378.3
                                             December 31, 1997           13.70958126         588,697.3
                                             December 31, 1998           14.59671768         601,159.8

                                       6
<PAGE>
                                                                                            NUMBER OF
                                                                         ACCUMULATION    ACCUMULATION
SUBACCOUNT                                             AT                UNIT VALUE($)        UNITS
- -------------------------------------------------------------------------------------------------------------------

Growth Subaccount.........................   December 31, 1990           10.75804081          24,176.8
                                             December 31, 1991           14.34498476         204,821.5
                                             December 31, 1992           15.59155937         567,241.7
                                             December 31, 1993           16.35977780         958,529.1
                                             December 31, 1994           15.73131059       1,347,003.7
                                             December 31, 1995           19.48689883         1,729,637
                                             December 31, 1996           24.01011967       2,241,867.6
                                             December 31, 1997           30.73197657       2,862,521.1
                                             December 31, 1998           38.74794069       3,085,019.4

High Yield Subaccount.....................   December 31, 1990           10.00101048          69,585.9
                                             December 31, 1991           13.25243640         220,366.3
                                             December 31, 1992           14.86894995         279,777.4
                                             December 31, 1993           17.38280181         391,036.8
                                             December 31, 1994           16.93482626         513,297.7
                                             December 31, 1995           20.09026188         671,849.9
                                             December 31, 1996           22.38760536         799,626.6
                                             December 31, 1997           24.92887084         950,571.7
                                             December 31, 1998           25.45748200       1,016,074.5

International Securities Subaccount.......   December 31, 1990           10.26630533         118,091.2
                                             December 31, 1991           11.73276972         269,273.6
                                             December 31, 1992           11.46589494         463,523.6
                                             December 31, 1993           13.86795475         792,294.1
                                             December 31, 1994           13.55233761       1,383,676.5
                                             December 31, 1995           15.92618862       1,502,998.2
                                             December 31, 1996           18.16949900       1,956,014.4
                                             December 31, 1997           19.62431480       2,329,410.5
                                             December 31, 1998           22.96087882       2,307,046.6

Investment Grade Subaccount...............   December 31, 1992           10.77845214         395,839.5
                                             December 31, 1993           11.82065978         784,651.0
                                             December 31, 1994           11.28602521         923,445.3
                                             December 31, 1995           13.37384783       1,076,644.3
                                             December 31, 1996           13.61638687       1,050,200.1
                                             December 31, 1997           14.80366272         988,996.1
                                             December 31, 1998           15.99733761       1,071,756.2

Target Maturity 2007 Subaccount...........   December 31, 1995           11.90553994         775,738.1
                                             December 31, 1996           11.53266965       1,252,102.1
                                             December 31, 1997           12.94581989       1,515,226.0
                                             December 31, 1998           14.73597183       1,547,831.2

Target Maturity 2010 Subaccount...........   December 31, 1996           10.81913243         170,708.7
                                             December 31, 1997           12.41073564         381,345.1
                                             December 31, 1998           14.05135661         478,329.7

Utilities Income Subaccount...............   December 31, 1993            9.92774964          45,091.7
                                             December 31, 1994            9.11659215         473,447.1
                                             December 31, 1995           11.75759954       1,129,455.9
                                             December 31, 1996           12.75464824       1,689,626.3
                                             December 31, 1997           15.79406311       1,878,396.6
                                             December 31, 1998           17.60340941       2,219,597.9

</TABLE>

                                       7
<PAGE>


TABLE 2:  SEPARATE ACCOUNT D

   This table shows the accumulation  unit values and the number of accumulation
units outstanding for each Subaccount of Separate Account D, on the dates shown.
The  accumulation  unit value for each Subaccount was initially set at $10.00 on
July 28, 1997.

<TABLE>
<CAPTION>

                                                                                            NUMBER OF
                                                                         ACCUMULATION    ACCUMULATION
SUBACCOUNT                                             AT                UNIT VALUE($)        UNITS
- -------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>               <C>

Blue Chip Subaccount...........................   December 31, 1997      10.18519950         426,185.6
                                                  December 31, 1998      11.91730629       1,531,169.8

Cash Management Subaccount.....................   December 31, 1997      10.15474840          28,344.4
                                                  December 31, 1998      10.51737952          82,526.4

Discovery Subaccount...........................   December 31, 1997      10.23140687         205,814.9
                                                  December 31, 1998      10.39655938         701,595.6

Government Subaccount..........................   December 31, 1997      10.28895863          13,321.1
                                                  December 31, 1998      10.91102057         103,476.8

Growth Subaccount..............................   December 31, 1997      10.33626489         346,768.7
                                                  December 31, 1998      12.98031991       1,316,750.1

High Yield Subaccount..........................   December 31, 1997      10.42338850          60,209.4
                                                  December 31, 1998      10.60191952         325,195.4

International Securities Subaccount............   December 31, 1997       9.30734342         196,448.9
                                                  December 31, 1998      10.84633615         536,298.4

Investment Grade Subaccount....................   December 31, 1997      10.33902780          22,448.4
                                                  December 31, 1998      11.12810542         156,868.9

Target Maturity 2007 Subaccount................   December 31, 1997      10.62155299          62,839.0
                                                  December 31, 1998      12.04205143         302,580.8

Target Maturity 2010 Subaccount................   December 31, 1997      10.79920122          43,680.6
                                                  December 31, 1998      12.17798882         188,719.4

Utilities Income Subaccount....................   December 31, 1997      11.67391319          33,306.9
                                                  December 31, 1998      12.95932846         449,163.0

</TABLE>


                                        8
<PAGE>


                                   OVERVIEW

     This  overview  highlights  some basic  information  about the two Variable
Annuity  Contracts  offered by First  Investors Life Insurance  Company  ("First
Investors Life",  "We",  "Us", or "Our") in this Prospectus.  They invest in the
same  underlying  investment  portfolios  but have  different  sales  charge and
expense  structures and different  death benefit  features.  Separate  Account C
Contracts are contracts that are sold with a front-end sales charge. They invest
in Separate Account C. Separate Account D Contracts are contracts which are sold
with a contingent  deferred sales charge.  They invest in Separate Account D. We
will not accept a purchase of a Separate  Account D Contract  with the  proceeds
from  a  surrender  of a  Separate  Account  C  Contract.  You  will  find  more
information about the Contracts beginning on page 11 of this Prospectus.

HOW THE CONTRACTS WORK

     Like all variable  annuity  contracts,  the Contracts  have two phases:  an
accumulation  period  and an annuity  income  period.  During  the  accumulation
period,  earnings on your  investment  accumulate on a tax-deferred  basis.  The
annuity income period begins when you start to receive annuity income  payments.
You can select one of several annuity income payment options. The amount of your
annuity  payments will vary with the  performance of the investment  options you
have selected as well as the type of annuity option you choose.

     During  the  accumulation  period,  you  invest in  investment  options  or
Subaccounts which, like mutual funds, have different investment objectives.  You
can gain or lose money if you invest in these  Subaccounts.  The amount of money
you accumulate in your contract depends on the performance of the Subaccounts in
which you invest. The Contracts currently offer 11 Subaccounts.  Each Subaccount
invests  at net  asset  value  in  shares  of a  corresponding  "Fund"  of First
Investors  Life Series  Fund ("Life  Series  Fund"),  as shown in the  following
table.

       SUBACCOUNTS                           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  Contract  provides a  guaranteed  death  benefit that is payable to a
designated  beneficiary when the Annuitant dies. The Separate Account C Contract
guarantees  that the  beneficiary  will  receive  the  greater  of (i) the total
purchase  payments less any  withdrawals  or (ii) the  Accumulated  Value of the
Contract  on the date of receipt of  written  notification  of death at our Home
Office or other  designated  office.  The Separate Account D guarantees that the
beneficiary will receive the greater of (i) the total purchase payments less any
withdrawals,  (ii) the Accumulated  Value of the Contract on the date of receipt
of Due Proof of Death at our Home Office or other  designated  office,  or (iii)
the  Accumulated  Value  on  the  immediately   preceding   Specified   Contract
Anniversary date (these Anniversary dates occur every 7 years after you purchase
your Contract) plus any additional purchase payments and less any withdrawals.


                                       9
<PAGE>


WHO WE ARE

     First Investors Life Insurance Company
     --------------------------------------

     First Investors  Life, 95 Wall Street,  New York, New York 10005 is a stock
life  insurance  company  incorporated  in New  York  in  1962.  We  write  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.  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 First Investors Management Company, Inc. and First Investors
Life.

     Separate Accounts C & D
     -----------------------

     First Investors Life Variable Annuity Fund C is also called the "Tax Tamer"
("Separate  Account C"). It was  established on December 21, 1989 under New York
Insurance Law. First  Investors Life Variable  Annuity Fund D is also called the
"Tax Tamer II" ("Separate Account D"). It was established on April 8, 1997 under
New York Insurance Law.

     Separate  Account  C  and  Separate  Account  D  (each  an  "Account")  are
registered  unit investment  trusts with the Securities and Exchange  Commission
("SEC"). Such registration does not involve SEC supervision of the management or
investment practices or policies of either Account.

     We segregate  the assets of each Account from our other  assets.  We cannot
charge  liabilities  arising out of our other businesses against that portion of
each  Account's  assets  that  is  approximately  equal  to the  amount  that is
necessary  to  support  the  Contracts.  We credit  to, or charge  against,  the
Subaccounts  of each Account  realized and unrealized  income,  gains and losses
without regard to our other income,  gains and losses. The obligations under the
Contracts are our obligations.

     Each  Subaccount  invests  its assets in a  corresponding  Fund of the Life
Series Fund at net asset value.  Each  Subaccount  reinvests  all  distributions
received from a Fund in additional  shares of that Fund at net asset value.  So,
none  of  the  Subaccounts  make  cash  distributions  to  Contractowners.  Each
Subaccount may make  deductions for charges and expenses by redeeming the number
of equivalent  Fund shares at net asset value. We value shares of the Funds that
we hold in the Subaccounts at their net asset values.

     The Life Series Fund
     --------------------

     First  Investors  Life Series  Fund is a  diversified  open-end  management
investment  company  (commonly known as a "mutual fund") registered with the SEC
under the 1940  Act.  Registration  of the Life  Series  Fund  does not  involve
supervision by the SEC of the management or investment  practices or policies of
the Life Series  Fund.  The Life Series Fund offers its shares only  through the
purchase of our variable annuity contracts or variable life insurance  policies.
It does not offer its shares  directly  to the general  public.  The Life Series
Fund reserves the right to offer its shares to other  separate  accounts of ours
or directly to us.

     First Investors Management Company,  Inc. (the "Adviser") is the investment
adviser of each Fund. The Adviser is a New York  Corporation  located at 95 Wall
Street, New York, New York 10005. The Adviser and Life Series Fund have retained
Wellington  Management  Company,  75 State Street,  Boston,  Massachusetts 02109
("WMC"  or  "Subadviser"),  to  serve  as the  subadviser  of the  International
Securities  Fund and Growth Fund.  See the Life Series Fund  Prospectus for more
information  about the Adviser and Subadviser as well as the fees that each Fund
paid for the fiscal year ended December 31, 1998.

     The Life  Series  Fund sells its shares to more than one  separate  account
funding  variable  annuity  contracts  or  variable  life  insurance   policies.
Consequently,  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 C or Separate Account D to lose their
tax-deferred status, unless remedial action were taken.



                                       10
<PAGE>

WHO SHOULD CONSIDER PURCHASING A CONTRACT

     The Contract  allows you to accumulate  money on a  tax-deferred  basis for
retirement or other  long-term goals and thereafter to annuitize the accumulated
value of your Contract if you wish. Generally,  the higher your tax bracket, the
more you will benefit from the tax-deferred feature of the Contract.  You should
not purchase a Contract if you are looking for a short-term investment or if you
cannot take the risk of receiving less money than you paid for the Contract. You
may want to consult a tax advisor or other  professional  before you  purchase a
Contract.

RISK AND REWARD CONSIDERATIONS

     The Contracts offer you the opportunity to benefit on a tax-deferred  basis
from the  performance  of the  underlying  investment  options  that you choose.
However,  there are several  important  factors that you should  consider before
making a decision to purchase a Contract:

     1. You bear all of the investment risk of the underlying investment options
you  choose.  You  should  therefore  carefully  review the  prospectus  for the
underlying  Life Series Fund before  choosing your  underlying  investments.  It
explains the Funds' investment objectives,  primary investment  strategies,  and
primary risks.

     2. The Contracts are generally not  appropriate  choices for the investment
of money that you will need in the short term. You should  therefore only invest
money that you will not need in the short term.

     3.  Generally,  it is not  advisable to switch from one variable  insurance
contract to another  because each contract  will have a sales  charge.  For this
reason, we do not allow switches from Separate Account C to Separate Account D.

     4. If you are  considering  purchasing a Contract  inside of an  individual
retirement  account or qualified  retirement plan, you should know that the same
tax  benefits  are  available  whether  you invest in mutual  funds or  variable
annuities and that variable annuities generally have higher cost structures than
those of  mutual  funds.  The  variable  annuity's  death  benefit  should be an
important factor if you select a variable annuity.

     5. Like other financial  services  organizations,  First Investors Life and
its affiliates could experience problems in processing  policy-related  requests
and  rendering  other  services if the  computers or other systems on which they
rely are not properly  programmed to operate after January 1, 2000.  (See "OTHER
INFORMATION--Year 2000" for more information.)

                             THE CONTRACTS IN DETAIL

     The Contracts  are variable  annuity  contracts  which provide you with the
opportunity  to  accumulate  capital on a tax  deferred  basis by  investing  in
underlying subaccounts and thereafter annuitizing your accumulated cash value if
you wish.  We offer the Contracts in states where we have the authority to issue
the Contracts.  We designed the Contracts to offer lifetime  annuity payments to
Annuitants  according to several annuity options. The amount of annuity payments
will vary with the investment performance of the Subaccounts as well as the type
of annuity you  select.  The  Contracts  obligate  us to make  payments  for the
lifetime of the Annuitant in accordance  with the annuity rates in the Contract,
regardless of actual mortality  experience (see "Annuity Period").  On the death
of the Annuitant before the Annuity Commencement Date, we pay a death benefit to
the Beneficiary whom you designate. For a discussion of the amount and manner of
payment  of this  benefit,  see  "Death of  Annuitant  During  the  Accumulation
Period."


     You may  surrender  all or a portion of the  Accumulated  Value  during the
Accumulation  Period.  For a discussion on withdrawals  during the  Accumulation
Period,  see "Full and Partial  Surrenders During the Accumulation  Period." For
Federal income tax  consequences  of a withdrawal,  see "Tax  Information."  The
exercise of any Contract right,  including the right to make a withdrawal during
the Accumulation Period, is 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.



                                       11
<PAGE>

     We reserve 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
us at our Home Office, 95 Wall Street, New York, New York 10005.

PURCHASE PAYMENTS


     Your  initial  purchase  payment must be at least (a) $2,000 for a Contract
under Separate  Account C and (b) $25,000 for a Contract under Subaccount D. You
may make an  Additional  Payment  under a Contract  of at least $200 at any time
after Contract  issuance under Separate Account C or Separate Account D. We will
not accept a purchase of a Separate  Account D Contract with the proceeds from a
surrender of a Separate Account C Contract.


     We  credit  an  initial   purchase   payment   (less  any   charges)  to  a
Contractowner's  Account on the Valuation Date that we receive it, provided that
we have  received  a properly  completed  application.  We credit an  Additional
Payment to a  Contractowner's  Account on the Valuation Date that we receive it.
If we receive an incomplete  application  from you, you must provide us with all
required  information not later than five business days following the receipt of
such application.  Otherwise,  we will return the purchase payment to you at the
end of the five-day period.

     Your purchase  payments buy  Accumulation  Units of the Subaccounts and not
shares  of the Funds in which  the  Subaccounts  invest.  We  allocate  purchase
payments to the appropriate Subaccount or Subaccounts based on the next computed
value of an  Accumulation  Unit  following  receipt at our Home  Office or other
designated  office.  For  Separate  Account C, we make these  allocations  after
deductions  for sales expenses (SEE "Separate  Account  C-Sales Charge  Deducted
from  Purchase  Payments").  We  value  Accumulation  Units  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).

ALLOCATION OF NET PURCHASE PAYMENTS TO SUBACCOUNT(S)

     When you purchase a Contract,  you  allocate (a) your net purchase  payment
and (b) any  additional  purchase  payments  (less any  charges) to at least one
Subaccount of an Account.

     You may:

     .     choose up to five Subaccounts,

     .     allocate no less than 10% of a purchase payment (less any charges) to
           any  Subaccount  (we reserve the right to adjust your  allocation  to
           eliminate fractional percentages), and

     .     transfer  part or all of your cash  value in a  Subaccount  to one or
           more other  Subaccounts  (subject to the two limitations  immediately
           above) twice during a Contract year in Separate  Account C (six times
           in certain  states) and 12 times  during a Contract  year in Separate
           Account D.


     Each  Subaccount  invests  its  assets 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 Funds of the Life Series  Fund have  different  investment  objectives,
investment  strategies,  and  investment  risks.  The Funds also have  different
expenses. The Life Series Fund's Prospectus describes each Fund in detail. There
is no assurance  that any Fund will realize its investment  objective.  The cash
value of your  Contract  may increase or decrease  depending  on the  investment
performance of the Subaccounts that you choose.

SALES CHARGE


     We impose a sales charge for both Separate  Account C and Separate  Account
D. For Separate  Account C, the sales charge is an initial  sales charge that we
deduct from your purchase payments.  For Separate Account D, the sales charge is



                                       12
<PAGE>


a  contingent  deferred  sales  charge  ("CDSC")  that may be deducted  from the
proceeds that we pay you on a full or partial surrender.

     SEPARATE  ACCOUNT C - SALES CHARGE  DEDUCTED  FROM  PURCHASE  PAYMENTS.  We
intend the sales charge to cover expenses relating to the sale of the Contracts,
including commissions paid to persons distributing the Contracts.  Discounts are
available on larger purchases. Moreover, when you make Additional Payments after
the issuance of the Contract you are entitled to a credit for all prior payments
in computing  the sales  charge  percentage.  In other words,  you pay the sales
charge  percentage  that reflects (a) the total amount of all purchase  payments
previously made plus (b) the amount of the Additional Payment being made.

                                 DEDUCTION TABLE

                                       SALES CHARGE AS % OF      AMOUNT TO
                                       PURCHASE  NET AMOUNT    DEALERS AS % OF
AMOUNT OF PURCHASE PAYMENT(S)         PAYMENTS*    INVESTED   PURCHASE PAYMENTS

Less than $25,000......................  7.00%      7.53%           5.75%
$25,000 but under $50,000..............  6.25       6.67            5.17
$50,000 but under $100,000.............  4.75       4.99            3.93
$100,000 but under $250,000............  3.50       3.63            2.90
$250,000 but under $500,000............  2.50       2.56            2.19
$500,000 but under $1,000,000..........  2.00       2.04            1.67
$1,000,000 or over.....................  1.50       1.52            1.24

 *    Assumes that we have deducted no Premium taxes.

     We do not impose a sales  charge for  Contracts  sold to (a)  officers  and
full-time  employees of First  Investors  Life or its  affiliates  who have been
employed for at least one year,  (b) our agents who have been under contract for
at least  one year,  or (c)  Contractowners  of First  Investors  Life  Variable
Annuity Fund A  ("Separate  Account A") who exchange  their  Separate  Account A
Contracts for Separate  Account C Contracts at the next computed values of their
Accumulation Units. We require Contractowners who exchange from Separate Account
A to Separate  Account C to execute a change of contract form.  This form states
that we  deduct a daily  charge  equal to an  annual  rate of 1.00% of the daily
Accumulation  Unit value of any Subaccount as a charge for mortality and expense
risks. We may modify or terminate this exchange privilege at any time.


     SEPARATE  ACCOUNT D - SALES CHARGE  DEDUCTED FROM SURRENDER  PROCEEDS.  For
Separate  Account D, we sell the  Contracts  without an  initial  sales  charge.
However, we deduct a contingent deferred sales charge ("CDSC") from the proceeds
that we pay you on a full or partial surrender.  The CDSC is a percentage of the
amount that you surrender  (not to exceed the aggregate  amount of your purchase
payments).  The CDSC  percentage  declines,  in accordance with the Table below,
from 7% to 0% over a  seven-year  period  from the date  purchase  payments  are
received to the date of their surrender.  If you have made purchase  payments at
different  times,  the CDSC on any one  purchase  payment  will  depend upon the
length of time from our receipt of the payment to the time of its surrender.


<TABLE>
<CAPTION>

                     CONTINGENT DEFERRED SALES CHARGE TABLE

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


                                       13
<PAGE>


     You will not be charged a CDSC on partial  surrenders  during any  Contract
Year up to the annual Withdrawal  Privilege Amount of 10% of Purchase  Payments.
You will be subject to a CDSC on any excess over this  Amount at the  applicable
CDSC percentage in the Table. And, of course, this Withdrawal Privilege does not
apply to full surrenders. In calculating such a CDSC, we will assume that amount
on which you are paying the CDSC is coming  first from  surrenders  of  purchase
payments  (i.e.,  your cost  basis in your  contract)  and  thereafter  from any
Accumulated  Value other than purchase  payments (i.e.,  your gain). If you have
made  purchase  payments at different  times,  your  purchase  payments  will be
treated as being  surrendered  in the order that we have  received  them  (i.e.,
first-in, first-out).

     We will also not assess a CDSC:

     .     in the event of the death of the Annuitant or the Contractowner,

     .     if you apply the  Accumulated  Value to an annuity  option  under the
           contract, or

     .     for surrenders used to pay Premium taxes.

     For   information   concerning  the  Annuity  Options  and  the  Withdrawal
Privilege,  see "Annuity  Options" and "Full and Partial  Surrenders  During the
Accumulation Period."


MORTALITY AND EXPENSE RISK CHARGES

     We impose  mortality and expense risk charges for both  Separate  Account C
and Separate  Account D. The charges are  different  for each of these  Separate
Accounts  reflecting  the  difference in the death  benefits  offered by the two
Contracts.

     The mortality risk that we assume arises from our obligation to continue to
make Fixed or Variable  Annuity  payments,  determined  in  accordance  with the
provisions of the Contracts,  to each Annuitant  regardless of (a) how long that
person  lives  and (b) 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.  Moreover, these factors
may reduce the risk that the Annuitant will outlive the funds that the Annuitant
has accumulated for retirement. We also assume mortality risk as a result of our
guarantee  of a minimum  payment in the event of the death  prior to the Annuity
Commencement Date of the Annuitant under Separate Account C and the Annuitant or
the  Contractowner  named in the original  application  for the  Contract  under
Separate Account D.

     In  addition,  we  assume  the risk  that the  charges  for  administrative
expenses  may not be adequate to cover such  expenses.  We will not increase the
amount  we  charge  for  administrative   expenses.  In  consideration  for  our
assumption of these mortality and expense risks, we deduct an amount equal on an
annual basis to the following percentage of the daily Accumulation Unit value of
the Subaccounts:

     .     For Separate  Account C, 1.00%, of which  approximately  0.60% is for
           assuming  the  mortality  risk and 0.40% is for  assuming the expense
           risk.

     .     For Separate  Account D, 1.25%, of which  approximately  0.85% is for
           assuming  the  mortality  risk and 0.40% is for  assuming the expense
           risk.

     We  guarantee  that we 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
us. Conversely, if the deductions prove more than sufficient, the excess will be
a profit to us. We can use any profits  resulting to us from  over-estimates  of
the actual costs of the mortality  and expense  risks for any business  purpose,
including the payment of expenses of distributing  the Contracts.  These profits
will not remain in Separate Account C or Separate Account D.


                                       14
<PAGE>


Other Charges

     Administrative Charge
     ---------------------

     For  Separate  Account C, we may deduct an  administrative  charge of $7.50
annually from the Accumulated  Value of Contracts that have an Accumulated Value
of less  than  $1,500  because  of  partial  surrenders.  These  charges  are to
compensate us for expenses  involved in  administering  small  accounts.  If the
actual expenses exceed charges,  we will bear the loss. For Separate  Account D,
we deduct an amount equal  annually to 0.15% of the daily net asset value of the
Subaccounts for the expense of administering the Contract.  We guarantee that we
will not increase the administrative charges during the term of any Contract.

     Contract Maintenance Charge
     ---------------------------

     For Separate Account D, we deduct a $30.00 Contract Maintenance Charge from
the Accumulated Value, on (a) the last business day of each Contract Year or (b)
the date of surrender of the Contract,  if earlier.  This charge will not exceed
2% of the Accumulated Value. We make the charge against the Accumulated Value by
proportionately  reducing the number of Accumulation  Units held in each of your
Subaccounts  of Separate  Account D. We guarantee that we will not increase this
charge during the term of any Contract.

     Premium Tax Charge
     ------------------

     Some states assess Premium taxes at the time you:

     .     make purchase payments,

     .     surrender, or

     .     begin receiving annuity payments.

     We currently  advance any Premium  taxes due at the time you make  purchase
payments  and  then  deduct  Premium  taxes  from the  Accumulated  Value of the
Contract at the time of  surrender,  on death of the  Annuitant  or when annuity
payments  begin.  However,  we reserve  the right to deduct  Premium  taxes when
incurred. See "Appendix I" for Premium tax table.

     Expenses
     --------


     Total Separate Account expenses for the fiscal year ended December 31, 1998
amounted to $4,598,846 or 1.00% of average net assets for Separate Account C and
$555,026 or 1.42% of average net assets for  Separate  Account D. The Funds have
expenses that they pay out of their assets.


THE ACCUMULATION PERIOD

     Crediting Accumulation Units
     ----------------------------

     During  the  Accumulation  Period,  we  credit  purchase  payments  on  the
Contracts to the Contractowner's  Individual Account in the form of Accumulation
Units.  We  determine  the  number  of  Accumulation  Units  that we credit to a
Contractowner for the Subaccounts by dividing (a) the purchase payment (less any
charges) by (b) the value of an Accumulation  Unit for the  Subaccount.  We make
this valuation after we receive the purchase payment at our Home 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 your Individual Account will equal
or  exceed  purchase  payments.  We  determine  your  Individual  Account  for a
Valuation  Period by multiplying (a) the total number of  Accumulation  Units we
credit  to the  Subaccount  by (b) the  value  of an  Accumulation  Unit for the
Subaccount for the Valuation Period.


                                       15
<PAGE>


     Death of Annuitant During the Accumulation Period
     -------------------------------------------------

     If the  Annuitant  dies prior to the Annuity  Commencement  Date,  we pay a
Death Benefit to the Beneficiary you have designated.  We make this payment when
we  receive  (a) a death  certificate  or  similar  proof  of the  death  of the
Annuitant  ("Due  Proof of Death")  and (b) a First  Investors  Life  Claimant's
Statement that includes  notification of the  Beneficiary's  election to receive
payment in either a single sum settlement or an Annuity Option. We determine the
value of the Death  Benefit as of the next  computed  value of the  Accumulation
Units  following  our receipt at our Home Office or other  designated  office of
written  notification of death, in the case of Separate  Account C, or Due Proof
of Death in the case of Separate Account D.

     If you do not elect  payment of the Death  Benefit under one of the Annuity
Options before the  Annuitant's  death,  the  Beneficiary  may elect to have the
Death  Benefit  (a) paid in a single  sum or (b)  applied  to provide an annuity
under  one  of  the  Annuity  Options  or (c)  as we  otherwise  permit.  If the
Beneficiary  elects a single  sum  settlement,  we pay the  amount  of the Death
Benefit  within  seven days of  receipt  of Due Proof of Death and a  Claimant's
Statement.

     If the Beneficiary  wants an Annuity  Option,  the Beneficiary has up to 60
days  commencing with the date of our receipt of Due Proof of Death to select an
Annuity Option.  If the Beneficiary  does not make a selection by the end of the
60-day  period,  we pay a  single  sum  settlement  to the  Beneficiary.  If the
Beneficiary  selects any Annuity Option,  the Annuity  Commencement  Date is the
date  specified  in the  election.  That date may be no later than 60 days after
receipt by us of Due Proof of Death.

     The amount of the Death Benefit payable on the death of the Annuitant is as
follows:

     .     For  Separate  Account  C,  the  greater  of (a) the  total  purchase
           payments less withdrawals or (b) the Accumulated Value on the date of
           receipt of written notification of death at our Home Office, or other
           designated office.

     .     For  Separate  Account  D, the  greatest  of (a) the  total  purchase
           payments less any withdrawals;  (b) the Accumulated Value on the date
           of  receipt  of Due  Proof  of  Death  at our  Home  Office  or other
           designated  office;  or (c) the Accumulated  Value on the immediately
           preceding Specified Contract Anniversary, increased by any additional
           purchase payments and decreased by any partial  surrenders since that
           anniversary.  The  Specified  Contract  Anniversary  is every seventh
           contract anniversary (i.e., 7th, 14th, 21st, etc.).

     The following example  demonstrates how the amount of Death Benefit payable
would be determined for a Separate Account D Contract  assuming (1) the Purchase
Payment is $50,000;  (2) no additional  Purchase Payments or Partial  Surrenders
have been  made;  (3) the  Annuitant's  death  occurs in Policy  year 9 when the
Accumulated Value is $70,000;  and (4) the Accumulated Value on the 7th Contract
Anniversary  (the  immediately  preceding  Specified  Contract  Anniversary)  is
$80,000.

     The amount of Death Benefit  payable would  therefore be $80,000,  which is
the greater of (a) (b) or (c) as shown below.

            (a)                        (b)                            (c)

  Total Purchase Payments      Accumulated Value of         Accumulated Value on
   less any withdrawals      Contract on the date of             7th Contract
                                     receipt                     Anniversary
                              of Due Proof of Death

          $50,000                    $70,000                    $80,000


     Death of Contractowner During the Accumulation Period
     -----------------------------------------------------

     If the Contractowner dies before we have distributed the entire interest in
the Contract, we must distribute the value of the Contract to the Beneficiary as
provided  below.  Otherwise,  the Contract  will not qualify as an annuity under



                                       16
<PAGE>


Section 72 of the Internal Revenue Code of 1986, as amended (the "Code").  Under
Separate  Account C, the entire  interest of the  Contractowner  who dies is the
Accumulated   Value  of  the  Contract.   Under  Separate   Account  D,  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 is 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 is the Accumulated Value of the Contract.

     If the death of the Contractowner  occurs prior to the Annuity Commencement
Date, we will  distribute the entire interest in the Contract to the Beneficiary
(a) within  five  years,  or (b)  beginning  within one year of death,  under an
Annuity  Option that provides  that we will make annuity  payments 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, we
need not make any  distribution.  The surviving spouse may continue the Contract
as the new Contractowner. If the Contractowner is also the Annuitant, the spouse
has 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 has the right to become the Contractowner and the Annuitant.


     Full and Partial Surrenders During the Accumulation Period
     ----------------------------------------------------------

     You  may by  written  request  make a full  or  partial  surrender  of your
Contract, at any time before the earlier of the Annuity Commencement Date or the
death of the Annuitant or Contractowner. You will be entitled to receive:

     .     For Separate Account C, the net Accumulated Value of the Contract or,
           in the case of a partial surrender, the portion surrendered.

     .     For Separate Account D, the Accumulated  Value of the Contract or, in
           the case of a partial surrender, the portion surrendered less (a) any
           applicable  CDSC,  (b) the  Contract  Maintenance  Charge and (c) any
           applicable Premium taxes not previously deducted.

     A surrender  request is  effective on the date it is received in writing at
our Home  Office or other  designated  office.  Your  Accumulated  Value will be
determined based on the next computed value of Accumulation  Units following our
receipt  of your  written  request.  We may defer  payment  of the amount of the
surrender  for a period of not more than seven days.  We may also  postpone such
payment during any period when:


     .     trading on the NYSE is restricted  as the SEC  determines or the NYSE
           is closed for other than weekends and holidays;

     .     the SEC has by order permitted such suspension; or

     .     any  emergency,  as  defined by SEC  rules,  exists  when the sale of
           portfolio  securities or  calculation of securities is not reasonably
           practicable.

     In the case of a partial  surrender,  unless you direct us  otherwise,  the
amount you request will be deducted from your Subaccounts on a pro rata basis in
the  proportions  to which their  values bear to the  Accumulated  Value of your
Contract. For Separate Account D, the amount remaining must be at least equal to
our minimum balance  requirement  (currently  $5,000).  For Separate  Account C,
there  is  no  minimum   balance   requirement.   However,   we  may  deduct  an
administrative  charge of $7.50  annually if the  surrender  causes the value of
your Contract to fall below $1,500.  As noted  previously,  on a  non-cumulative
basis,  you may make partial  surrenders of a Separate Account D Contract during
any  Contract  Year  up to the  annual  Withdrawal  Privilege  Amount  of 10% of
Purchase  Payments  without  incurring  a CDSC.  Amounts  surrendered  under the
Withdrawal  Privilege  are treated as being from  Accumulated  Values other than
Purchase Payments.

     For more information on fees, charges,  and tax consequences on surrenders,
see "THE  CONTRACTS  IN DETAIL  -- Sales  Charge,  Mortality  and  Expense  Risk
Charges, and Other Charges"; "Tax Information"; and "Other Charges."


                                       17
<PAGE>

Annuity Commencement Date Exchange Privilege (for Separate Account C only)
- --------------------------------------------------------------------------

     If you fully surrender this Contract  during the one-year period  preceding
its Annuity  Commencement  Date,  you can use the  proceeds to purchase  Class A
shares of First Investors mutual funds without incurring a sales charge.

THE ANNUITY PERIOD

     Commencement Date
     -----------------

     Annuity payments begin on the Annuity Commencement Date you select when you
buy a  Contract.  You may elect in  writing  to  advance  or defer  the  Annuity
Commencement Date, not later than 30 days before the Annuity  Commencement Date.
You may defer the Annuity  Commencement Date until the first day of the calendar
month after -

     .     for Separate  Account C, the  Annuitant's  85th birthday or, if state
           law permits, 90th birthday.

     .     for Separate Account D, the Annuitant's 90th birthday.

     If you elect no other date,  annuity payments will commence on the Contract
anniversary date after -

     .     for Separate Account C, the Annuitant's  85th birthday,  or, if state
           law permits, 90th birthday.

     .     for Separate Account D, the Annuitant's 90th birthday.

     If the net Accumulated Value on the Annuity  Commencement Date is less than
$2,000, we may pay such value in one sum in lieu of annuity payments. If the net
Accumulated  Value is $2,000 or more, but the variable annuity payments are less
than $20, we may change the frequency of annuity payments to intervals that will
result in payments of at least $20.

     Assumed Investment Rate
     -----------------------

     We build a 3.5% assumed investment rate into the Contract's Annuity Tables,
which are used to determine the amount of the monthly annuity payments. A higher
rate would mean a higher initial payment but more slowly rising and more rapidly
falling  subsequent  Variable  Annuity  payments.  A lower  rate  would have the
opposite effect.  If the actual net investment rate of the Subaccounts is at the
annual  rate of 3.5%,  the  Variable  Annuity  payments  will be level.  A Fixed
Annuity  features  annuity  payments  that  remain  fixed  as to  dollar  amount
throughout  the  payment  period and an assumed  interest  rate of 3.5% per year
built into the Annuity Tables in the Contract.

     Annuity Options
     ---------------

     You may elect to receive  payments under any one of the Annuity  Options in
the Contract. You may make this election at any time at least 30 days before the
Annuity  Commencement  Date on written  notice to us at our Home Office or other
designated office. If no election is in effect on the Annuity Commencement Date,
we will make annuity  payments on a variable  basis only under Annuity  Option 3
below,  Life Annuity  with 120 Monthly  Payments  Guaranteed.  This is the Basic
Annuity.

     The material factors that determine the level of your annuity benefits are:

     .     the  value  of  your  Individual   Account,   as  described  in  this
           Prospectus, before the Annuity Commencement Date;

     .     the Annuity Option you select;

     .     the frequency and duration of annuity payments;

     .     the sex and adjusted age of the Annuitant and any Joint  Annuitant at
           the Annuity Commencement Date; and



                                       18
<PAGE>

     .     in the case of a variable annuity, the investment  performance of the
           Subaccounts you select.

     We apply the Accumulated Value on the Annuity Commencement Date, reduced by
any applicable Premium taxes not previously  deducted,  to provide (a) the Basic
Annuity or (b) if you have elected an Annuity Option, one of the Annuity Options
we describe 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  before  the  death of the
Annuitant.  If you elect this Option,  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 before 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 before the death of the survivor.

     Option 2c - JOINT AND ONE-HALF TO SURVIVOR LIFE ANNUITY. An annuity payable
monthly during the joint  lifetime of the Annuitant and the Joint  Annuitant and
continuing  thereafter during the lifetime of the survivor at an amount equal to
one-half of the joint annuity payment,  ceasing with the last payment due before
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, we will continue to pay to the Beneficiary any
guaranteed  payments  during the  remainder of the  selected  period and, if the
Beneficiary dies after the Annuitant,  we will pay the Beneficiary's  estate the
present value of the remainder of the guaranteed payments.  The present value of
the remaining payments is the discounted (or reduced) amount which would produce
the total of the remaining  payments assuming that the discounted amount grew at
the  effective  annual  interest  rate  assumed  in the  Annuity  Tables  of the
Contract.  Pursuant to the 1940 Act, the Beneficiary may also, at any time he or
she is  receiving  guaranteed  payments,  elect  to  have  us pay him or her the
present value of the remaining guaranteed payments in a lump sum.

     Option 4 - UNIT REFUND LIFE ANNUITY.  An annuity payable monthly during the
lifetime  of the  Annuitant,  terminating  with the last  payment due before the
death of the Annuitant. We make an additional annuity payment to the Beneficiary
equal to the  following.  We take the Annuity  Unit value of the  Subaccount  or
Subaccounts  as of the date that we  receive  notice of death in  writing at our
Home Office or other designated office. We multiply that value by the excess, if
any, of (a) over (b). For this purpose,  (a) is (i) the net Accumulated Value we
allocate  to  each  Subaccount  and  apply  under  the  option  at  the  Annuity
Commencement  Date,  divided by (ii) the corresponding  Annuity Unit Value as of
the  Annuity  Commencement  Date,  and (b) is the  product  of (i) the number of
Annuity  Units  applicable  under the  Subaccount  represented  by each  annuity
payment and (ii) the number of annuity  payments made.  (For an  illustration of
this  calculation,  see Appendix II,  Example A, in the  Statement of Additional
Information.)

     Annuity Election
     ----------------

     You 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, we allow no transfers
or redemptions where we are making payments based upon life  contingencies.  You



                                       19
<PAGE>

must  make  these  elections  in  writing  to us at our  Home  Office  or  other
designated office at least 30 days before the Annuity  Commencement Date. In the
absence of an election,  we make annuity payments on a variable basis only under
Annuity Option 3 above.  Option 3 is the Basic Annuity,  a Life Annuity with 120
Monthly Payments Guaranteed.

     Death of Contractowner During Annuity Period
     --------------------------------------------

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

     Death of Annuitant
     ------------------

     On receipt of Due Proof of Death of the Annuitant  after  annuity  payments
have begun under an Annuity  Option,  we make any remaining  payments  under the
Option 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.

TEN-DAY REVOCATION RIGHT

     You may elect to cancel  your  Contract  (a)  within ten days from the date
your  Contract  is  delivered  to you or (b)  longer  as  applicable  state  law
requires. We will cancel the Contract after we receive from you (a) the Contract
and (b) a  written  request  for  cancellation,  at our  Home  Office  or  other
designated office. We will pay you an amount equal to the following:

     .     for Separate  Account C, the sum of (a) the Accumulated  Value of the
           Contract  on the date of  surrender  and (b) the  amount of any sales
           charges deducted from the initial purchase payment; and

     .     for  Separate  Account D, the sum of (a) the  difference  between the
           purchase payments made under the Contract and the amount allocated to
           Separate  Account D under the Contract and (b) the Accumulated  Value
           of the Contract on the date of surrender.

     Whether you are canceling a Separate Account C or D Contract, the amount we
refund to you may be more or less than your initial purchase  payment  depending
on the  investment  results  of the  Subaccount  or  Subaccounts  to  which  you
allocated  purchase payments.  However,  in states that require a full refund of
premiums,  if you elect to  exercise  to cancel the  Contract  under the ten-day
revocation  right,  on  cancellation,  you receive a full refund of the Purchase
Payment.

                               TAX INFORMATION
GENERAL

     We base this discussion on our  understanding of the federal income tax law
and  interpretations  in effect on the date of this  Prospectus.  The discussion
assumes that the  contractowner  is a natural  person who is a U.S.  citizen and
U.S. resident.  The tax effect on corporate taxpayers,  non-U.S.  citizens,  and
non-U.S.  residents may be different. That law and interpretations could change,
possibly retroactively. The discussion is general in nature. We do not intend it
as tax advice, for which you should consult a qualified tax adviser.

     We discuss only federal income taxes and not state or other taxes.

     Taxation of the Contracts will depend,  in part, on whether the Contract is
purchased  outside of a qualified  retirement  plan or an individual  retirement
account  ("Non-Qualified  Contracts")  or as  part of an  individual  retirement
account or qualified plan ("Qualified Contracts").



                                       20
<PAGE>


     NON-QUALIFIED CONTRACTS

     Purchase Payments
     -----------------

     Your purchase  payments under a  Non-Qualified  Contract are not deductible
from your gross income for tax purposes.

     Increases in Accumulated Value Before Distribution from Contract
     ----------------------------------------------------------------

     Generally,  there is no tax on  increases  in your  Contract's  Accumulated
Value  until  there  is  a  distribution  from  a  Non-Qualified   Contract.   A
distribution  could  include a surrender  or an annuity  payment.  However,  the
Contractowner  is subject to tax on such increases,  even before a distribution,
in the following two situations:

     .     The Contractowner is not a natural person, subject to exceptions.

     .     The  investments  of  the  Separate  Accounts  do  not  meet  certain
           diversification or "investor controls" tests, discussed below.

     Annuity Payments
     ----------------

     Once  annuity  payments  begin,  a portion  of each  payment  is taxable as
ordinary  income.  The  remaining  portion  is a  nontaxable  recovery  of  your
investment in the contract.  Generally,  your  investment in the Contract equals
the purchase  payments you made,  less any amounts you previously  withdrew that
were not taxable.

     For fixed  annuity  payments,  the  tax-free  portion  of each  payment  is
determined by:

     .     dividing  your  investment  in the  Contract by the total  amount you
           expect to receive out of the Contract and

     .     multiplying the result by the amount of the payment.

     For Variable Annuity payments,  the tax-free portion of each payment is (a)
your investment in the Contract divided by (b) the number of expected payments.

     The remaining portion of each payment,  and all of the payments you receive
after you  recover  your  investment  in the  Contract,  are fully  taxable.  If
payments  under a life  annuity  stop because the  Annuitant  dies,  there is an
income tax deduction for any unrecovered investment in the contract.

     Distributions Other than Annuity Payments
     -----------------------------------------

     Before  annuity   payments  begin,  the  Code  taxes   distributions   from
Non-Qualified Contracts as follows:

     .     a total or partial  surrender  is taxed in the year of receipt to the
           extent that the Contract's  Accumulated  Value exceeds the investment
           in the Contract;

     .     a loan under,  or an  assignment or pledge of, a Contract is taxed in
           the same manner as a partial or total surrender;

     .     a  penalty  equal  to 10%  of the  taxable  distribution  applies  to
           distributions  before the taxpayer's  age 59-1/2,  subject to certain
           exceptions; and

     .     the  Code  treats  all  Contracts  that we  issue  to you in the same
           calendar year as a single Contract.  Consequently, you should consult
           your tax advisor before buying more than one Contract in any calendar
           year.



                                       21
<PAGE>

     Diversification and Control Tests
     ---------------------------------

     The Subaccounts of Separate  Account C and Separate Account D must meet the
Code's investment diversification test. Each Subaccount meets the test if:

     .     the  investments  of the Fund in which  the  Subaccount  invests  are
           diversified according to certain limits;

     .     the Fund in which the  Subaccount  invests is a regulated  investment
           company under the Code;

     .     all  shares of the Fund are owned  only by (a)  Separate  Account  C,
           Separate  Account D, or similar  accounts of First  Investors Life or
           other  insurance  companies,  (b) a life  insurance  company  general
           account, or (c) the Adviser, in starting or managing the Fund (in the
           case of (b) and (c) of this paragraph,  there must be no intention to
           sell  shares to the general  public);  (d) the trustee of a qualified
           pension or retirement plan; and

     .     access  to the  Fund  is  available  only  through  the  purchase  of
           Contracts,  or other Variable  Annuity or life insurance  products of
           First Investors Life or other insurance companies.

     If  Separate  Account C or  Separate  Account D failed the  diversification
test,  you would be taxed on increases in the value of any Contract you own that
is supported by the Separate  Account that failed the test.  The tax would apply
from the first  quarter  of the  failure,  until we  corrected  the  failure  in
conformity with a Treasury Department procedure.

     The Contracts must also meet an "investor control" test, which the Treasury
Department has said it may address in guidelines through regulations or rulings.
This test could  specify  that your  control  over  allocation  of values  among
different  investments  may cause  you to be  treated  as the owner of  Separate
Account C or Separate  Account D assets,  as  applicable,  for tax purposes.  We
reserve  the right to amend the  Contracts  in any way  necessary  to avoid this
result. As of the date of this prospectus, the Treasury Department has issued no
guidelines on the subject. However, the Department has informally indicated that
guidelines  could  limit the  number of  underlying  funds or the  frequency  of
transfers  among  those  funds.  The  guidelines  may apply only  prospectively,
although  retroactive  effect is possible if the  guidelines do not embody a new
position.  Failure of the "control test" would result in current taxation to you
of increases in your Contract value.

QUALIFIED PLAN CONTRACTS

     Taxation  of a  Contract  depends,  in  part,  on  the  provisions  of  the
applicable plan where the Contract is issued to:

     .     a qualified individual retirement account;

     .     a qualified corporate employee pension and profit-sharing plan; or

     .     a  retirement  or deferred  compensation  plan that does not meet the
           requirements applicable to a qualified plan.

     Some of tax rules  applicable  to such  Contracts  are similar to tax rules
applicable to Non-Qualified  Contracts,  including: (a) deferral of the taxation
until you receive a distribution, (b) taxation of a part of each distribution or
annuity payment, and (c) the 10% penalty on early distributions.

WITHHOLDING

     The Code  generally  requires us to withhold  income tax from any  Contract
distribution,  including a total or partial surrender or an annuity payment. The
amount of withholding  depends, in part, on whether the payment is "periodic" or
"non-periodic."

     For  periodic  payments  (E.G.,  annuity  payments),  we withhold  from the
taxable  portion of each payment  based on a payroll  withholding  schedule that
assumes a married recipient claiming three withholding  exemptions.  If you want
us to withhold on a different  basis,  you must file an appropriate  withholding


                                       22
<PAGE>


certificate  with us. For  non-periodic  payments (E.G.,  distributions  such as
partial  surrenders),  we generally  withhold 10% of the taxable portion of each
payment.

     You may  elect  not to have  the  withholding  rules  apply.  For  periodic
payments, that election is effective for the calendar year for which you file it
with us,  and for each  subsequent  year  until  you  amend or  modify  it.  For
non-periodic  payments,  an election is effective  when you file it with us, but
only  for the  payment  to  which  it is  applicable.  We have  to  notify  your
recipients of your right to elect not to have taxes withheld.

     The Code  generally  requires  us to report all  payments  to the  Internal
Revenue Service.

OUR TAX STATUS

     The Code taxes us as a life  insurance  company.  The Code  taxes  Separate
Account C and Separate Account D as part of our overall operation. Currently, we
do not charge Separate Account C and Separate Account D for an allocable portion
of our federal income taxes.  However,  we do reserve the right to impose such a
charge if it becomes necessary in the future.

                             PERFORMANCE INFORMATION

     From time to time,  Separate Account C and 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 Cash Management Subaccount may advertise "yield"
and "effective  yield." The High Yield  Subaccount,  Investment Grade Subaccount
and Government Subaccount may also advertise "yield." These figures are based on
historical results.  They are not intended to indicate future  performance.  For
Separate Account C, the yield and effective yield figures include the payment of
the Mortality  and Expense Risk Charge of 1.00%,  but do not include the maximum
sales charge of 7.00%.

     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.  For Separate
Account C, average  annual total  return and total  return  figures  include the
deduction of all expenses and fees,  including  the payment of the Mortality and
Expense Risk Charge of 1.00% and the maximum sales charge of 7.00%.  We may also
advertise these figures  without any sales charges,  but assuming the payment of
all recurring Separate Account charges, including the Mortality and Expense Risk
Charge of 1.00% (non-standardized performance information).


     For Separate Account D, average annual total return figures may reflect the
effect of the CDSC (pursuant to a standardized  formula  prescribed by the SEC),
or may  not  reflect  the  effect  of  the  CDSC  (non-standardized  performance
information). For Separate Account D, we may also advertise total return figures
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 that an investment in the
Subaccount generates over a one-month or 30-day period (seven-day period for the
Cash Management  Account),  excluding  realized and unrealized capital gains and
losses in the corresponding Fund's investments.  We then "annualize" this income
and show it as a percentage of the value of the Subaccount's Accumulation Units.
We calculate the "effective yield" of the Cash Management  Subaccount similarly,
but, when we annualize it, we assume the  reinvestment in that Subaccount of any
income earned by that  Subaccount.  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 those taxes.

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



                                       23
<PAGE>

                                OTHER INFORMATION

VOTING RIGHTS

     Because  the Life Series  Fund is not  required to have annual  shareholder
meetings,  Contractowners generally will not have an occasion to vote on matters
that pertain to the Life Series Fund. In certain circumstances,  the Fund may be
required to hold a shareholders  meeting or may choose to hold one  voluntarily.
For  example,  a Fund  may  not  change  fundamental  investment  objectives  or
investment  policies  without  the  approval  of a majority  vote of that Fund's
shareholders in accordance with the 1940 Act. Thus, if the Fund sought to change
fundamental  investment objectives or investment policies,  contractowners would
have an opportunity to provide voting  instructions for shares of a Fund held by
a Subaccount in which their Contract invests.


     We would vote the shares of any Fund held in a corresponding Subaccount or
directly, at any Fund shareholders meeting as follows:

     .     shares   attributable  to   Contractowners   for  which  we  received
           instructions, would be voted in accordance with the instructions;

     .     shares  attributable to  Contractowners  for which we did not receive
           instructions,  would be voted  in the same  proportion  that we voted
           shares held in the Subaccount for which we received instructions; and

     .     shares not attributable to Contractowners, would be voted in the same
           proportion  that we voted shares held in the Subaccount  attributable
           to Contractowners for which we received instructions.

     We will vote Fund shares that we hold directly in the same  proportion that
we vote shares held in any  corresponding  Subaccounts  that are attributable to
Contractowners and for which we receive instructions.  However, we will vote our
own  shares  as we  deem  appropriate  where  there  are no  shares  held in any
Subaccount.  We will  present all the shares of any Fund that we held  through a
Subaccount  or  directly  at any  Fund  shareholders  meeting  for  purposes  of
determining a quorum.

     We will  determine  the  number  of  Fund  shares  held in a  corresponding
Subaccount that is attributable to each Contractowner as follows:

     .     before the  Annuity  Commencement  Date,  we divide the  Subaccount's
           Accumulated Value by the net asset value of one Fund share, and

     .     after the Annuity  Commencement  Date,  we divide the reserve held in
           the Subaccount for the variable  annuity  payment under the Contracts
           by the net asset value of one Fund share. As this reserve fluctuates,
           the number of votes fluctuates.

     We will determine the number of votes that a Contractowner has the right to
cast as of the record date that the Life Series Fund establishes.

     We will solicit  instructions by written  communication  before the date of
the  meeting  at which  votes  will be cast.  We will  send  meeting  and  other
materials relating to the Fund to each Contractowner having a voting interest in
a Subaccount.

     The voting  rights that we describe in this  Prospectus  are created  under
applicable  laws. If the laws eliminate the necessity to submit such matters for
approval  by persons  having  voting  rights in separate  accounts of  insurance
companies  or restrict  such voting  rights,  we reserve the right to proceed in
accordance with any such changed laws or regulations.  Specifically,  we reserve
the right to vote  shares of any Fund in our own  right,  to the  extent the law
permits.

RESERVATION OF RIGHTS

     We also reserve the right to make certain  changes if we believe they would
(a) best serve the  interests of the  Contractowners  and  Annuitants  or (b) be
appropriate in carrying out the purposes of the Contracts. We will make a change


                                       24
<PAGE>


only as the law  permits.  We will (a)  obtain,  when  required,  the  necessary
Contractowner  or  regulatory  approval  for any  change and (b)  provide,  when
required, notification to Contractowners before making a change.

     For example, we may:

     .     operate either Account in any form permitted under the 1940 Act or in
           any other form permitted by law,

     .     add, delete, combine, or modify Subaccounts of either Account,

     .     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, or

     .     amend the  Contracts if required to comply with the Internal  Revenue
           Code or any other applicable federal or state law.

DISTRIBUTION OF CONTRACTS

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

FINANCIAL STATEMENTS

     The Statement of Additional Information, dated April 30, 1999, includes:

     .     the  financial   statements   for  First   Investors   Life  and  the
           accompanying Report of Independent Certified Public Accountants; and

     .     the  financial  statements  for  Separate  Account C and for Separate
           Account D and the accompanying Report of Independent Certified Public
           Accountants for each.

     You can get the Statement of Additional Information at no charge on request
to First Investors Life at the address or telephone  number on the cover page of
this Prospectus.

YEAR 2000

     On and after January 1, 2000, computer  date-related errors could adversely
affect Separate  Account C and Separate  Account D, as they could other separate
accounts.  These  errors  could  occur in the  computer  and  other  information
processing  systems used by First  Investors  Life,  the underlying  Funds,  the
Adviser, the Subadviser,  Transfer Agent and other service providers.  Typically
these  systems  use a  two-digit  number  to  represent  the year for any  date.
Consequently,  computer  systems  could  incorrectly  misidentify  "00" as 1900,
rather than 2000, and make related  mistakes when performing  operations.  First
Investors  Life, the Funds,  the Adviser,  the Subadviser 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.  They  are  obtaining
assurances  from other service  providers that the service  providers are taking
comparable steps. However, there can be no assurance that these steps will avoid
any adverse impact on Separate  Account C or Separate  Account D, nor can either
Account estimate the extent of any impact.



                                       25
<PAGE>



                                TABLE OF CONTENTS
                       OF THE STATEMENTS OF ADDITIONAL
                                 INFORMATION

       Item                                                     Page
       ----                                                     ----
   General Description.............................................2
   Services........................................................2
   Annuity Payments................................................3
   Other Information...............................................4
   Performance Information.........................................5
   Relevance of Financial Statements...............................9
   Appendices.....................................................10
   Financial Statements...........................................15



                                  APPENDIX I

                            STATE AND LOCAL TAXES*




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........................2.00%            Tennessee.....................--
Kentucky....................2.00%            Texas.........................--
Louisiana...................--               Utah..........................--
Maryland....................--               Virginia......................--
Massachusetts...............--               Washington....................--
Michigan....................--               West Virginia.................1.00%
Minnesota...................--               Wisconsin.....................--
                                             Wyoming.......................1.00%


Note: State  legislation  could  change  the  rates  above.   State  insurance
      regulation could change the applicability of the rates above.

*  Includes local annuity Premium taxation.



                                       26

<PAGE>
[FIRST INVESTORS LOGO]





                                   TAX TAMER I
                                       AND
                                  TAX TAMER II







This booklet contains two  prospectuses.  The first prospectus is for Individual
Variable  Annuity  Fund C (Separate  Account C) and Fund D (Separate  Account D)
Contracts, which we call Tax Tamer I and Tax Tamer II, respectively.  The second
prospectus is for the Life Series Fund, which provides the underlying investment
options for the Individual  Variable Annuity  Contracts offered through Separate
Accounts C and D.


THE DATE OF THIS PROSPECTUS IS APRIL 30, 1999.



<PAGE>


                                    CONTENTS*
                 VARIABLE ANNUITY FUND C AND FUND D PROSPECTUS



   GLOSSARY OF SPECIAL TERMS.......................................2
   FEE TABLES......................................................3
   CONDENSED FINANCIAL INFORMATION.................................6
   OVERVIEW........................................................9
      How the Contracts Work.......................................9
      Who We Are..................................................10
      Who Should Consider Purchasing a Contract...................11
      Risk and Reward Considerations..............................11
   THE CONTRACTS IN DETAIL........................................11
      Purchase Payments...........................................12
      Allocation of Net Purchase Payments to Subaccount(s)........12
      Sales Charge................................................12
      Mortality and Expense Risk Charges..........................14
      Other Charges...............................................14
      The Accumulation Period.....................................15
      The Annuity Period..........................................17
      Ten-Day Revocation Right....................................20
   TAX INFORMATION................................................20
      General.....................................................20
      Non-Qualified Contracts.....................................20
      Qualified Plan Contracts....................................22
      Withholding.................................................22
      Our Tax Status..............................................22
   PERFORMANCE INFORMATION........................................22
   OTHER INFORMATION..............................................23
      Voting Rights...............................................23
      Reservation of Rights.......................................24
      Distribution of Contracts...................................24
      Financial Statements........................................25
      Year 2000...................................................25
   TABLE OF CONTENTS OF THE STATEMENTS OF ADDITIONAL INFORMATION..26
   APPENDIX I.....................................................26

















- -----------------------------
*A Table of Contents for the Life Series Fund prospectus can be found at page ii
of that prospectus.



<PAGE>


                             [FIRST INVESTORS LOGO]
                                 95 Wall Street
                            New York, New York 10005
                                 (212) 858-8200



<PAGE>



[FIRST INVESTORS LOGO]




                        SUPPLEMENT TO THE PROSPECTUS FOR
                          TAX TAMER I AND TAX TAMER II















This booklet  contains two documents.  The first document is a supplement to the
Tax Tamer I and Tax Tamer II prospectus.  The second  document is the prospectus
for First  Investors  Life Focused  Equity Fund and First  Investors Life Target
Maturity  2015 Fund,  each of which is a series of First  Investors  Life Series
Fund.

This  supplement  is not valid  unless  accompanied  or  preceded by the current
prospectus for Tax Tamer I and Tax Tamer II, dated April 30, 1999, and should be
read together with the Tax Tamer I and Tax Tamer II prospectus  and the attached
Life Series Fund  prospectus  for the other  series of Life  Series  Fund.  This
supplement  and  the  prospectuses  should  be read  and  retained  for  further
reference.



                The date of this supplement is November 8, 1999.

<PAGE>


                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
                              (SEPARATE ACCOUNT C)
                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
                              (SEPARATE ACCOUNT D)
                      SUPPLEMENT DATED NOVEMBER 8, 1999 TO
                         PROSPECTUS DATED APRIL 30, 1999


1.   All  references in the  prospectus to the "eleven"  Subaccounts of Separate
     Account C or Separate Account D should read "thirteen" Subaccounts.


2.   The following  should be added to the Fund Annual  Expenses table appearing
     on page 5:

<TABLE>
<CAPTION>
                                                                                   FEE WAIVERS
                                                                    TOTAL FUND        AND/OR
                                 MANAGEMENT          OTHER          OPERATING         EXPENSE          NET
                                   FEES(1)        EXPENSES(2)       EXPENSES(3)     ASSUMPTIONS    EXPENSES(3)
                                   -------        -----------       -----------        (1),(2)     -----------
                                                                                    -----------
<S>                                 <C>              <C>               <C>            <C>              <C>
Focused Equity Fund*                0.75%            0.08%             0.83%            N/A            N/A
Target Maturity 2015 Fund*          0.75%            0.09%             0.84%           0.15%          0.69%
</TABLE>

*    Because  the Fund had no  operating  history  when this  supplement  to the
     prospectus was printed, these annual expenses are estimated for the current
     fiscal year.


3.   The following  should be added to footnote (1) to the Fund Annual  Expenses
     table on page 5:

          The  Adviser has  contractually  agreed with Life Series Fund to waive
          Management  Fees in excess of 0.60% for Target  Maturity 2015 Fund for
          the period covering commencement of operations to December 31, 1999.

<PAGE>

4.    The  following  paragraph  and  table  replaces  the  paragraph  and table
      appearing on page 6 labeled "Example (Separate Account C Contract)":

EXAMPLE (SEPARATE ACCOUNT C CONTRACT)+
If you  surrender  your Contract (or if you  annuitize)  for the number of years
shown, you would pay the following expenses on a $1,000  investment,  assuming a
5% annual return on assets:

                                              1 YEAR   3 YEARS  5 YEARS 10 YEARS
                                              ------   -------  -------  -------
Blue Chip Subaccount.........................   $87     $123      $162    $269
Cash Management Subaccount...................    86      120       156     257
Discovery Subaccount.........................    87      124       162     270
Focused Equity Subaccount...................     87      124       N/A     N/A
Government Subaccount........................    86      120       157     259
Growth Subaccount............................    87      123       162     269
High Yield Subaccount........................    87      124       162     270
International Securities Subaccount..........    90      133       177     301
Investment Grade Subaccount..................    86      120       156     257
Target Maturity 2007 Subaccount..............    86      120       155     256
Target Maturity 2010 Subaccount..............    86      120       155     256
Target Maturity 2015 Subaccount..............    86      120       N/A     N/A
Utilities Income Subaccount..................    86      121       157     260

+ In this  Example,  "N/A"  indicates  that SEC rules  require  that the Focused
Equity  Subaccount and Target Maturity 2015 Subaccount  complete the Example for
only the one and three year periods.


5.    The following paragraph and table replaces the paragraph and table labeled
      "Example (Separate Account D Contract)" at the top of page 7:

EXAMPLE (SEPARATE ACCOUNT D CONTRACT)+
The expenses you incur in purchasing a Separate  Account D Contract would depend
upon whether or not you surrender your Contract.  If you surrender your Contract
at the end of the period shown, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets:

                                              1 YEAR   3 YEARS 5 YEARS  10 YEARS
                                              ------   ------- -------  --------
Blue Chip Subaccount.........................  $123     $209     $299     $555
Cash Management Subaccount...................   121      206      293      543
Discovery Subaccount.........................   123      210      299      556
Focused Equity Subaccount....................   123      210      N/A      N/A
Government Subaccount........................   122      206      294      545
Growth Subaccount............................   123      209      299      555
High Yield Subaccount........................   123      210      299      556
International Securities Subaccount..........   126      219      316      589
Investment Grade Subaccount..................   121      206      293      543
Target Maturity 2007 Subaccount..............   121      205      292      542
Target Maturity 2010 Subaccount..............   121      205      292      542
Target Maturity 2015 Subaccount..............   121      205      N/A      N/A
Utilities Income Subaccount..................   122      207      294      546


<PAGE>

+ In these  Examples,  "N/A"  indicates  that SEC rules require that the Focused
Equity Subaccount and Target Maturity 2015 Subaccount  complete the Examples for
only the one and three year periods.


6. The  following  paragraph  and table  replaces the paragraph and table at the
bottom of page 7:

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 a 5% annual return on assets:

                                              1 YEAR  3 YEARS  5 YEARS  10 YEARS
                                              ------  -------  -------  --------
Blue Chip Subaccount.........................   $53    $159      $269    $555
Cash Management Subaccount...................    51     156       263     543
Discovery Subaccount.........................    53     160       269     556
Focused Equity Subaccount....................    53     160       N/A     N/A
Government Subaccount........................    52     156       264     545
Growth Subaccount............................    53     159       269     555
High Yield Subaccount........................    53     160       269     556
International Securities Subaccount..........    56     169       286     589
Investment Grade Subaccount..................    51     156       263     543
Target Maturity 2007 Subaccount..............    51     155       262     542
Target Maturity 2010 Subaccount..............    51     155       262     542
Target Maturity 2015 Subaccount..............    51     155       N/A     N/A
Utilities Income Subaccount..................    52     157       264     546


7.    The  following  Subaccounts  and  Funds  should  be added to the  lists of
      Subaccounts and Funds appearing at the bottom of page 12:

SUBACCOUNTS                                 FUND
- -----------                                 ----
Focused Equity Subaccount                   Focused Equity Fund
Target Maturity 2015 Subaccount             Target Maturity 2015 Fund


8.    The following  paragraphs  should replace the first two paragraphs on page
      14 under the section "Who We Are - The Life Series Fund":

         First Investors Life Series Fund is an open-end  management  investment
         company  (commonly  known as a "mutual fund")  registered  with the SEC
         under  the 1940  Act.  Registration  of the Life  Series  Fund does not
         involve  supervision  by  the  SEC  of  the  management  or  investment
         practices  or policies of the Life  Series  Fund.  The Life Series Fund
         offers its shares only  through the  purchase of our  variable  annuity
         contracts or variable life  insurance  policies.  It does not offer its
         shares  directly to the general  public.  The Life Series Fund reserves
         the right to offer its  shares to other  separate  accounts  of ours or
         directly to us.

         First  Investors  Management  Company,  Inc.  (the  "Adviser")  is  the
         investment  adviser of each Fund. The Adviser is a New York Corporation

<PAGE>

         located at 95 Wall Street,  New York,  New York 10005.  The Adviser and
         Life Series Fund have retained Wellington  Management Company, 75 State
         Street, Boston,  Massachusetts 02109 ("WMC" or "Subadviser"),  to serve
         as the subadviser of the International Securities Fund and Growth Fund,
         and Arnhold and S. Bleichroeder, Inc., 1345 Avenue of the Americas, New
         York,  New  York  10105  ("ASB"  or  "Subadviser"),  to  serve  as  the
         subadviser  of the  Focused  Equity  Fund.  See the  Life  Series  Fund
         prospectus for more  information  about the Adviser and  Subadvisers as
         well as the fees that each Fund paid for the fiscal year ended December
         31, 1998.


<PAGE>

[FIRST INVESTORS LOGO]


LIFE SERIES FUND
      FOCUSED EQUITY
      TARGET MATURITY 2015


      The  Securities  and Exchange  Commission  has not approved or disapproved
these securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

                 THE DATE OF THIS PROSPECTUS IS NOVEMBER 8, 1999


<PAGE>


                                    CONTENTS
INTRODUCTION

FUND DESCRIPTIONS

      Focused Equity Fund
      Target Maturity 2015 Fund

FUND MANAGEMENT

BUYING AND SELLING SHARES

      How and  when do the  Funds  price  their  shares?
      How do I buy and  sell shares?

ACCOUNT POLICIES

      What about dividends and capital gain distributions?
      What about taxes?











                                       2
<PAGE>


                                  INTRODUCTION

This prospectus  describes two of the First Investors Funds that are used solely
as the underlying  investment options for variable annuity contracts or variable
life  insurance  policies  offered by First  Investors  Life  Insurance  Company
("FIL").  This means that you cannot purchase shares of the Funds directly,  but
only through such a contract or policy as offered by FIL. Each  individual  Fund
description  in  this  prospectus  has an  "Overview"  which  provides  a  brief
explanation of the Fund's objectives,  its primary  strategies,  and its primary
risks.  Each Fund description also contains a "Fund in Detail" section with more
information on the strategies and risks of the Fund.

















                                       3
<PAGE>


                                FUND DESCRIPTIONS

                               FOCUSED EQUITY FUND

                                    OVERVIEW

OBJECTIVE:  The Fund seeks capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES: The Fund seeks to achieve its objective by focusing its  investments
            in the  common  stocks  of  approximately  20 to 30 U.S.  companies.
            Generally,  not more than 12% of the Fund's  assets will be invested
            in the securities of a single issuer.  The Fund uses an event-driven
            approach in selecting  investments.  In making investment decisions,
            the Fund looks for companies that appear to be  undervalued  because
            they are undergoing  corporate or other events that appear likely to
            result in significant growth in the companies' valuations.  The Fund
            seeks to identify  companies with proven  management,  superior cash
            flow and outstanding  franchise values. The Fund usually will sell a
            stock when it shows deteriorating  fundamentals,  reaches its target
            value,  constitutes 12% or more of the total portfolio,  or when the
            Fund identifies better investment opportunities.

PRIMARY
RISKS:      While there are substantial potential long-term rewards of investing
            in a  concentrated  portfolio  of  securities  that  are  considered
            undervalued,  there are also substantial risks.  First, the value of
            the  portfolio   will   fluctuate  with  movements  in  the  overall
            securities  markets,  general  economic  conditions,  and changes in
            interest rates or investor  sentiment.  Second,  because the Fund is
            non-diversified  and concentrates its investments in the stocks of a
            small number of issuers, the Fund's performance may be substantially
            impacted by the change in value of a single holding. Third, there is
            a risk that the event  that led the Fund to make an  investment  may
            occur later than  anticipated or not at all. This may disappoint the
            market  and  cause  a  decline  in  the  value  of  the  investment.
            Accordingly, the value of your investment in the Fund will go up and
            down, which means that you could lose money.

            AN  INVESTMENT  IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED
            OR GUARANTEED BY THE FEDERAL  DEPOSIT  INSURANCE  CORPORATION OR ANY
            OTHER GOVERNMENT AGENCY.

                             What about performance?

Because the Fund was new when this  prospectus  was printed,  it has no previous
operating history.

                               THE FUND IN DETAIL

  What are the Focused Equity Fund's objective, principal investment strategies,
  and principal risks?

OBJECTIVE:  The Fund seeks capital appreciation.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund seeks to achieve its  objective  by
focusing its  investments  in the common stocks of  approximately  20 to 30 U.S.
companies.  The Fund is a  non-diversified  investment  company.  The Fund  will
usually  concentrate  80% of its  portfolio  in its  top 15  holdings.  It  will
frequently  have  more  than 10% of its  assets  in the  securities  of a single
issuer.  Although the Fund is not required to limit the amount of any investment
in the securities of any one issuer,  it generally will not invest more than 12%
of its assets in the  securities of a single issuer.  The Fund's  strategy is to
remain relatively fully invested,  but at times the Fund may have cash positions
of 10% or



                                       4
<PAGE>

more if the Fund cannot identify qualified investment  opportunities or it has a
negative or "bearish"  view of the stock  market.  However,  under normal market
conditions,  at least 65% of the Fund's  total assets will be invested in equity
securities   (including  not  only  common  stocks,  but  preferred  stocks  and
securities convertible into common and preferred stocks).

The Fund uses an event-driven approach in selecting investments.  The Fund looks
for companies  that appear to be undervalued  because they are  undergoing  some
corporate or other event that the Fund believes can result in significant growth
in the  companies'  valuations.  Examples  of these  events  include:  announced
mergers,  acquisitions and divestitures;  financial  restructurings;  management
reorganizations;  stock buy-back programs; or industry  transformations that can
affect   competitiveness.   The  Fund  then  identifies  companies  with  proven
management teams which maintain significant financial interest in the companies,
superior cash flows in excess of internal  growth  requirements  and outstanding
franchise values.  The Fund generally invests with a time horizon of two-to-five
years and seeks  investments  which offer the potential of appreciating at least
50% within the first two years of the investment.

The Fund  actively  monitors the  companies  in its  portfolio  through  regular
meetings and  teleconference  calls with senior  management and personal visits.
The Fund also actively  monitors the industries and competitors of the companies
within its portfolio  and checks  whether the original  investment  thesis still
holds  true.  The Fund  usually  will sell a stock  when it shows  deteriorating
fundamentals,  reaches its target  value,  constitutes  12% or more of the total
portfolio, or when the Fund identifies better investment opportunities.

The  Fund may  purchase  and sell  futures  contracts  and  options  on  futures
contracts  for  hedging  purposes.   The  Fund  anticipates   engaging  in  such
transactions  relatively infrequently and over relatively short periods of time.
Any  hedging  strategy  that the Fund may  decide to employ  will  generally  be
effected by buying puts on the overall  market or an index,  such as puts on the
Standard & Poor's 500 Composite Stock Price Index.

PRINCIPAL RISKS: Any investment  carries with it some level of risk. In general,
the greater the potential  reward of the investment,  the greater the risk. Here
are the principal risks of investing in the Focused Equity Fund:

MARKET  RISK:  Because the Fund  primarily  invests in stocks,  it is subject to
market risk.  Stock  prices in general may decline  over short or even  extended
periods  not  only  due to  company  specific  developments  but  also due to an
economic  downturn,  a  change  in  interest  rates,  or a  change  in  investor
sentiment,  regardless  of the  success or failure  of an  individual  company's
operations.  Stock  markets  tend to run in  cycles  with  periods  when  prices
generally  go up,  known as  "bull"  markets,  and  periods  when  stock  prices
generally go down, referred to as "bear" markets.  Fluctuations in the prices of
stocks can be sudden and substantial.  Accordingly, the value of your investment
in the Fund will go up and down, which means that you could lose money.

NON-DIVERSIFICATION RISK: The Fund is a non-diversified  investment company and,
as such, its assets may be invested in a limited  number of issuers.  This means
that the Fund's performance may be substantially impacted by the change in value
of even a single  holding.  The  price of a share of the Fund can  therefore  be
expected to fluctuate more than a comparable  diversified  fund.  Moreover,  the
Fund's share price may decline even when the overall  market is  increasing.  An
investment in the Fund  therefore may entail greater risks than an investment in
a diversified investment company.

EVENT-DRIVEN STYLE RISK: The event-driven  investment  approach used by the Fund
carries  the  additional  risk that the event  anticipated  may occur later than
expected or not at all or may not have the desired effect on the market price of
the security.







                                       5
<PAGE>

FUTURES AND OPTIONS RISKS: The Fund could suffer a loss if it fails to hedge its
portfolio  prior to a market decline.  Moreover,  if the Fund engages in hedging
transactions using futures or options, the Fund could nevertheless suffer a loss
if the  hedging is based  upon an  inaccurate  prediction  of  movements  in the
direction of the securities and interest rate markets or the hedging  instrument
does not  accurately  reflect  the  Fund's  portfolio.  The Fund may  experience
adverse  consequences  that leave it in a worse position than if such strategies
were not used. As a result, the Fund may not achieve its investment objective.

YEAR 2000 RISKS:  The values of  securities  owned by the Fund may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Fund  may  incur  substantial  costs  in  ensuring  that
computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Fund's investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Fund may judge that  market,  economic or
political conditions make pursuing the Fund's investment strategies inconsistent
with the best interests of its  shareholders.  The Fund then may temporarily use
alternative strategies that are mainly designed to limit its losses by investing
up to 100% of its assets in  short-term  money market  instruments.  If the Fund
does so, it may not achieve its investment objective.















                                       6
<PAGE>


                            TARGET MATURITY 2015 FUND

                                    OVERVIEW

OBJECTIVE:     The Fund seeks a  predictable  compounded  investment  return for
               investors  who hold their Fund shares until the Fund's  maturity,
               consistent with the preservation of capital.

PRIMARY
INVESTMENT
STRATEGIES:    The Fund primarily invests in non-callable zero coupon bonds that
               mature on or around the maturity  date of the Fund and are issued
               or   guaranteed  by  the  U.S.   government,   its  agencies  and
               instrumentalities.  The Fund will mature and terminate at the end
               of the year  2015.  The  Fund  generally  follows  a buy and hold
               strategy,  but may sell an investment when the Fund identifies an
               opportunity to increase its yield or to meet redemptions.

PRIMARY
RISKS:         If an  investment  in the  Fund  is  sold  prior  to  the  Fund's
               maturity,  there is  substantial  interest rate risk.  Like other
               bonds,  zero coupon  bonds are  sensitive  to changes in interest
               rates.  When interest rates rise,  they tend to decline in price,
               and when  interest  rates  fall,  they tend to increase in price.
               Zero coupon bonds are more  interest  rate  sensitive  than other
               bonds  because zero coupon bonds pay no interest to their holders
               until their maturities. This means that the market prices of zero
               coupon bonds will fluctuate far more than those of bonds that pay
               interest periodically. Accordingly, the value of an investment in
               the Fund will go up and down,  which  means  that you could  lose
               money if you liquidate  your  investment in the Fund prior to the
               Fund's maturity.

               AN  INVESTMENT  IN THE  FUND  IS NOT A  BANK  DEPOSIT  AND IS NOT
               INSURED  OR   GUARANTEED   BY  THE  FEDERAL   DEPOSIT   INSURANCE
               CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

                             What about performance?

Because the Fund was new when this  prospectus  was printed,  it has no previous
operating history.

                               THE FUND IN DETAIL

  What are the Target  Maturity  2015  Fund's  objective,  principal  investment
  strategies, and risks?

OBJECTIVE:  The  Fund  seeks a  predictable  compounded  investment  return  for
investors who hold their Fund shares until the Fund's maturity,  consistent with
the preservation of capital.

PRINCIPAL  INVESTMENT  STRATEGIES:  The Fund  invests  at least 65% of its total
assets in zero coupon  securities.  The vast majority of the Fund's  investments
consists  of  non-callable,  zero  coupon  bonds  that  mature on or around  the
maturity date of the Fund and are direct obligations of the U.S. Treasury.  Zero
coupon  securities  are debt  obligations  that do not  entitle  holders  to any
periodic  payments of interest  prior to maturity and  therefore  are issued and
traded at  discounts  from their face  values.  Zero  coupon  securities  may be
created by separating the interest and principal components of securities issued
or   guaranteed   by  the   U.S.   government   or  one  of  its   agencies   or
instrumentalities,  or issued by private corporate  issuers.  The discounts from
face values at which zero coupon  securities are purchased vary depending on the
times remaining until maturities,  prevailing  interest rates, and the liquidity
of the securities.  Because the discounts from face values are known at the time







                                       7
<PAGE>

of investment, investors intending to hold zero coupon securities until maturity
know the value of their  investment  return at the time of investment,  assuming
full payment is made by the issuer upon maturity.

The Fund  seeks  zero  coupon  bonds  that will  mature  on or about the  Fund's
maturity  date.  As the Fund's zero coupon bonds  mature,  the proceeds  will be
invested in short term U.S. government securities.  The Fund generally follows a
buy and hold  strategy  consistent  with  attempting  to  provide a  predictable
compounded  investment return for investors who hold their Fund shares until the
Fund's  maturity.  On the  Fund's  maturity  date,  the  Fund's  assets  will be
converted to cash and distributed,  or reinvested in another Fund of Life Series
Fund, at your choice.

Although the Fund generally  follows a buy and hold strategy,  the Fund may sell
an investment  when the Fund  identifies an opportunity to increase its yield or
it needs cash to meet redemptions.

PRINCIPAL RISKS: Any investment  carries with it some level of risk. In general,
the greater the potential  reward of an investment,  the greater the risk.  Here
are the principal risks of investing in the Target Maturity 2015 Fund:

INTEREST  RATE  RISK:  The  market  value of a bond is  affected  by  changes in
interest  rates.  When interest rates rise, the market value of a bond declines;
when interest rates  decline,  the market value of a bond  increases.  The price
volatility of a bond also depends on its maturity and duration.  Generally,  the
longer the  maturity  and  duration of a bond,  the greater its  sensitivity  to
interest rates.

The market prices of zero coupon securities are generally more volatile than the
market prices of securities paying interest periodically and, accordingly,  will
fluctuate  far more in  response  to  changes  in  interest  rates than those of
non-zero coupon  securities  having similar  maturities and yields. As a result,
the net asset  value of shares of the Fund may  fluctuate  over a greater  range
than  shares  of other  funds  that  invest  in  securities  that  have  similar
maturities and yields but that make current distributions of interest.

YEAR 2000 RISKS:  The values of  securities  owned by the Fund may be negatively
affected  by Year 2000  problems.  Many  computer  systems  are not  designed to
process correctly date-related information after January 1, 2000. The issuers of
securities  held by the Fund  may  incur  substantial  costs  in  ensuring  that
computer  systems on which  they rely are Year 2000 ready and may face  business
and legal problems if these systems are not ready.  If computer  systems used by
exchanges,  broker-dealers,  and  other  market  participants  are not Year 2000
ready,  valuing and trading securities could be difficult.  These problems could
have a negative effect on the Fund's investments and returns.

ALTERNATIVE  STRATEGIES:  At times the Fund may judge that  market,  economic or
political conditions make pursuing the Fund's investment strategies inconsistent
with the best interests of its  shareholders.  The Fund then may temporarily use
alternative strategies that are mainly designed to limit the Fund's losses.




                                       8
<PAGE>


                                 FUND MANAGEMENT

First Investors Management Company,  Inc. ("FIMCO") is the investment adviser to
each of the Funds in the Life Series Fund.  Its address is 95 Wall  Street,  New
York, NY 10005. It currently is investment  adviser to 53 mutual funds or series
of funds with  total net assets of  approximately  $5  billion.  Except as noted
below,  FIMCO  supervises  all aspects of each Fund's  operations and determines
each Fund's portfolio transactions. For its services, FIMCO receives a fee at an
annual  rate of 0.75% of the  average  daily  net  assets of each Fund up to and
including $250 million;  0.72% of the average daily net assets in excess of $250
million up to and including $500 million;  0.69% of the average daily net assets
in excess of $500 million up to and  including  $750  million;  and 0.66% of the
average daily net assets over $750 million.

FIMCO and Life  Series Fund have  retained  Arnhold  and S.  Bleichroeder,  Inc.
("ASB" or  "Subadviser")  as the Focused  Equity Fund's  investment  subadviser.
Subject  to  continuing  oversight  and  supervision  by FIMCO  and the Board of
Trustees, ASB has discretionary trading authority over all of the Focused Equity
Fund's  assets.  ASB is located at 1345  Avenue of the  Americas,  New York,  NY
10105. ASB and its affiliates  currently provide investment advisory services to
investment  companies,  institutions  and private  clients.  As of September 30,
1999, ASB and its affiliates held investment  management  authority with respect
to more than $4 billion of domestic and international assets.

The Focused Equity Fund is managed by Colin G. Morris,  Senior Vice President of
ASB, who has been  responsible  for the  management of various ASB clients since
January  1993.  Prior to joining ASB in 1992,  Mr. Morris was a partner at Mabon
Securities, with responsibility over arbitrage investments from 1988 to 1992.

Clark D. Wagner of FIMCO serves as Portfolio Manager of the Target Maturity 2015
Fund.  Mr.  Wagner  also  serves as  Portfolio  Manager of certain  other  First
Investors  Funds.  Mr. Wagner has been Chief  Investment  Officer of FIMCO since
1992.


In addition to the investment  risks of the Year 2000 which are disclosed above,
the  ability of FIMCO,  ASB and their  affiliates  to price the  Funds'  shares,
process  purchase and  redemption  orders,  and render other  services  could be
adversely  affected if the computers or other systems on which they rely are not
properly programmed to operate after January 1, 2000. Additionally,  because the
services  provided by FIMCO, ASB and their affiliates  depend on the interaction
of their  computer  systems  with the computer  systems of brokers,  information
services and other parties, any failure on the part of such third party computer
systems  to deal with the Year 2000 may have a negative  effect on the  services
provided to the Funds.  FIMCO,  ASB and their  affiliates  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.

                            BUYING AND SELLING SHARES

                  How and when do the Funds price their shares?

The share price  (which is called "net asset value" or "NAV" per share) for each
Fund is calculated once each day as of 4 p.m.,  Eastern Time ("ET"), on each day
the New York Stock Exchange  ("NYSE") is open for regular trading.  In the event
that the NYSE closes early, the share price will be determined as of the time of
the closing.

To calculate the NAV, each Fund's assets are valued and totaled, liabilities are
subtracted,  and the  balance,  called net  assets,  is divided by the number of
shares outstanding.








                                       9
<PAGE>

In valuing its assets,  each Fund uses the market value of securities  for which
market  quotations  or last sale prices are readily  available.  If there are no
readily  available  quotations  or last sale  prices  for an  investment  or the
available  quotations are considered to be  unreliable,  the securities  will be
valued at their fair value as  determined  in good faith  pursuant to procedures
adopted by the Board of Trustees of the Funds.

                          How do I buy and sell shares?

Investments in each of the Funds may only be made through  purchases of variable
annuity  contracts or variable life insurance  policies offered by FIL. Purchase
payments for variable annuity  contracts,  less applicable  charges or expenses,
are paid into specified unit investment  trusts,  Separate Account C or Separate
Account D. Variable life insurance policy premiums,  less certain expenses,  are
paid into a unit investment  trust,  Separate  Account B. The Separate  Accounts
pool these proceeds to purchase  shares of a Fund designated by purchases of the
variable annuity  contracts or variable life insurance  policies.  Purchases and
redemptions of shares of a Fund by the Separate Accounts are effected at NAV per
share next determined after the order is placed.

For  information  about how to buy or sell the variable  annuity  contracts  and
variable life insurance  policies,  see the Separate  Account  prospectus  which
accompanies  this  prospectus.  It will describe not only the process for buying
and selling contracts and policies but also the fees and charges involved.  This
prospectus must be accompanied by a Separate Account prospectus.

                                ACCOUNT POLICIES

              What about dividends and capital gain distributions?

The  Separate  Accounts  which  own the  shares of the Funds  will  receive  all
dividends  and  distributions.  As described in the  attached  Separate  Account
prospectus,   all  dividends  and  distributions  are  then  reinvested  by  the
appropriate Separate Account in additional shares of the applicable Fund.

To the extent that they have net investment  income,  each Fund will declare and
pay, on an annual basis,  dividends from net investment  income.  Each Fund will
declare and  distribute  any net realized  capital  gains,  on an annual  basis,
usually  after  the end of each  Fund's  fiscal  year.  Each  Fund  may  make an
additional  distribution  in any year if necessary to avoid a Federal excise tax
on certain undistributed income and capital gain.

                                What about taxes?

You will not be  subject to taxes as the  result of  purchases  or sales of Fund
shares by the Separate  Account,  or Fund  dividends,  or  distributions  to the
Separate Accounts.  There are tax consequences  associated with investing in the
variable  annuity  contracts and variable  life  insurance  policies.  These tax
consequences are discussed in the accompanying Separate Account prospectus.







                                       10
<PAGE>



[FIRST INVESTORS LOGO]

LIFE SERIES FUND
      FOCUSED EQUITY
      TARGET MATURITY 2015


For investors who want more information about the Funds, the following  document
is available free upon request:

STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information  about  the  Funds  and  is  incorporated  by  reference  into  this
prospectus.

You can get free copies of the SAI,  request other  information and discuss your
questions about the Funds by contacting the Funds at:

Administrative Data Management Corp.
581 Main Street
Woodbridge, NJ 07095-1198
Telephone:  1-800-423-4026

You can review and copy  information  about the Funds (including the Funds' SAI)
at the Public Reference Room of the Securities and Exchange  Commission  ("SEC")
in Washington,  D.C. You can also send your request for copies and a duplicating
fee to the Public Reference Room of the SEC, Washington, DC 20549-6009.  You can
obtain  information  on the  operation of the Public  Reference  Room by calling
1-800-SEC-0330.  Text-only  versions of Fund  documents  can be viewed online or
downloaded from the SEC's Internet website at http://www.sec.gov.

                                       (Investment  Company Act File No.:  First
                                       Investors Life Series Fund 811-4325)


















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