FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D, 485APOS, 1999-03-01

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
485APOS, 1999-03-01

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As filed with the Securities and Exchange Commission on March 1, 1999

Registration Nos. 333-26341
811-08205
-----------------------------------------------------------------------

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

F O R M N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 2 [ X ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 4 [ X ]

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

FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

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

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

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

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

<PAGE>

Approximate Date of Proposed Public Offering: Continuous.

It is proposed that this filing will become effective (check the appropriate
box):

|_| immediately upon filing pursuant to paragraph (b) of Rule 485

|_| on (date) pursuant to paragraph (b) of Rule 485

|X| 60 days after filing pursuant to paragraph (a)(1) of Rule 485

|_| on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered: Units of interest in First Investors Life
Variable Annuity Fund D under deferred variable annuity contracts.

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

CROSS-REFERENCE SHEET

N-4 Item No. Location
- ------------ --------

PART A: PROSPECTUS

1. Cover Page...................................... Cover Page
2. Definitions..................................... Glossary of Special Terms
3. Synopsis........................................ Fee Tables
4. Condensed Financial Information................. Condensed Financial
Information
5. General Description of Registrant, Depositor,
and Portfolio Companies......................... Overview, How the
Contracts Work, Who We
Are; The Contracts in
Detail, Allocation of Net
Purchase Payments to
Subaccount(s)
6. Deductions...................................... Fee Tables; The Contracts
in Detail, Sales Charge,
Mortality and Expense
Risk Charges, Other
Charges
7. General Description of Variable Annuity
Contracts....................................... Overview; The Contracts
in Detail; Tax
Information,; Other
Information
8. Annuity Period.................................. Overview; The Contracts
in Detail, The Annuity
Period
9. Death Benefit................................... Overview; The Contracts
in Detail, The
Accumulation Period, The
Annuity Period
10. Purchases and Contract Value.................... The Contracts in Detail
11. Redemptions..................................... The Contracts in Detail
12. Taxes........................................... Tax Information
13. Legal Proceedings............................... Not Applicable
14. Table of Contents of the Statement of
Additional Information.......................... Table of Contents of the
Statement of Additional
Information

PART B: STATEMENT OF ADDITIONAL INFORMATION

15. Cover Page...................................... Cover Page
16. Table of Contents............................... Table of Contents
17. General Information and History................. General Description;
Other Information
18. Services........................................ Services

<PAGE>

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 requires 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 CONTRACT)
CONTRACTOWNER TRANSACTION EXPENSES
- ----------------------------------
Maximum Sales Load Imposed on Purchases (as a
percentage of purchase payment)...........................................7.00%
Maximum Contingent Deferred Sales Charge..................................None
Annual Contract Maintenance Charge ......................................None

SEPARATE ACCOUNT C ANNUAL EXPENSES (AS A
PERCENTAGE OF AVERAGE ACCOUNT VALUE)
- -----------------------------------
Mortality and Expense Risk Charges........................................1.00%
Other Charges.............................................................0.00%+
Total Separate Account Annual Expenses....................................1.00%

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

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

* 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.

TOTAL FUND
MANAGEMENT OTHER OPERATING FEE NET
FEES(1) EXPENSES(2) EXPENSES(3) WAIVERS EXPENSES

Blue Chip Fund [ ]% [ ]% [ ]% [ ]% [ ]%

Cash Management Fund [ ] [ ] [ ] [ ] [ ]

Discovery Fund [ ] [ ] [ ] [ ] [ ]

Government Fund [ ] [ ] [ ] [ ] [ ]

Growth Fund [ ] [ ] [ ] [ ] [ ]

High Yield Fund [ ] [ ] [ ] [ ] [ ]

International Securities [ ] [ ] [ ] [ ] [ ]
Fund

Investment Grade Fund [ ] [ ] [ ] [ ] [ ]

Target Maturity 2007 Fund [ ] [ ] [ ] [ ] [ ]

Target Maturity 2010 Fund [ ] [ ] [ ] [ ] [ ]

Utilities Income Fund [ ] [ ] [ ] [ ] [ ]

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

(2) For the fiscal year December 31, 1998, the Adviser assumed certain Other
Expenses in excess of ____% for Cash Management Fund, ____% for Government
Fund, ____% for Investment Grade Fund, ____% for Target Maturity 2007
Fund, ____% for Target Maturity 2010 Fund, and ____% for Utilities Income
Fund. The Adviser has contractually agreed with the Funds to assume Other
Expenses in excess of ____% for Cash Management Fund, ___% for Government
Fund, ___% for Investment Grade Fund, ___% for Target Maturity 2007 Fund,
___% for Target Maturity 2010 Fund, and ___% for Utilities Income Fund for
a period of twelve months commencing on _______.

(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:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Blue Chip Subaccount..........$[ ] $[ ] $[ ] $[ ]
Cash Management Subaccount.....[ ] [ ] [ ] [ ]
Discovery Subaccount...........[ ] [ ] [ ] [ ]
Government Subaccount..........[ ] [ ] [ ] [ ]
Growth Subaccount..............[ ] [ ] [ ] [ ]
High Yield Subaccount..........[ ] [ ] [ ] [ ]
International Securities
Subaccount..................[ ] [ ] [ ] [ ]
Investment Grade Subaccount....[ ] [ ] [ ] [ ]
Target Maturity 2007 Subaccount[ ] [ ] [ ] [ ]
Target Maturity 2010 Subaccount[ ] [ ] [ ] [ ]
Utilities Income Subaccount....[ ] [ ] [ ] [ ]

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:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Blue Chip Subaccount..........$[ ] $[ ] $[ ] $[ ]
Cash Management Subaccount.....[ ] [ ] [ ] [ ]
Discovery Subaccount...........[ ] [ ] [ ] [ ]
Government Subaccount..........[ ] [ ] [ ] [ ]
Growth Subaccount..............[ ] [ ] [ ] [ ]
High Yield Subaccount..........[ ] [ ] [ ] [ ]
International Securities
Subaccount [ ] [ ] [ ] [ ]
Investment Grade Subaccount....[ ] [ ] [ ] [ ]
Target Maturity 2007 Subaccount[ ] [ ] [ ] [ ]
Target Maturity 2010 Subaccount[ ] [ ] [ ] [ ]
Utilities Income Subaccount....[ ] [ ] [ ] [ ]

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:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Blue Chip Subaccount...........$[ ] $[ ] $[ ] $[ ]
Cash Management Subaccount.....[ ] [ ] [ ] [ ]
Discovery Subaccount...........[ ] [ ] [ ] [ ]
Government Subaccount..........[ ] [ ] [ ] [ ]
Growth Subaccount..............[ ] [ ] [ ] [ ]
High Yield Subaccount..........[ ] [ ] [ ] [ ]
International Securities
Subaccount [ ] [ ] [ ] [ ]
Investment Grade Subaccount....[ ] [ ] [ ] [ ]
Target Maturity 2007 Subaccount[ ] [ ] [ ] [ ]
Target Maturity 2010 Subaccount[ ] [ ] [ ] [ ]
Utilities Income Subaccount....[ ] [ ] [ ] [ ]

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.

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

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

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

<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

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

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

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

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

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

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

<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.

NUMBER OF
ACCUMULATION ACCUMULATION
SUBACCOUNT AT UNIT VALUE($) UNITS
- --------------------------------------------------------------------------------
Blue Chip Subaccount.......... December 31, 1997 10.18519950 426,185.6
December 31, 1998
Cash Management Subaccount.... December 31, 1997 10.15474840 28,344.4
December 31, 1998
Discovery Subaccount.......... December 31, 1997 10.23140687 205,814.9
December 31, 1998
Government Subaccount......... December 31, 1997 10.28895863 13,321.1
December 31, 1998
Growth Subaccount............. December 31, 1997 10.33626489 346,768.7
December 31, 1998
High Yield Subaccount......... December 31, 1997 10.42338850 60,209.4
December 31, 1998
International Securities
Subaccount.................... December 31, 1997 9.307343421 96,448.9
December 31, 1998
Investment Grade Subaccount... December 31, 1997 10.33902780 22,448.4
December 31, 1998
Target Maturity 2007
Subaccount.................... December 31, 1997 10.62155299 62,839.0
December 31, 1998
Target Maturity 2010
Subaccount.................... December 31, 1997 10.79920122 43,680.6
December 31, 1998
Utilities Income Subaccount... December 31, 1997 11.67391319 33,306.9
December 31, 1998

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. You
will find more information about the Contracts on pages 11 through 20 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.

ACCOUNT 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 "Surrender and Termination (Redemption) 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 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:

o choose up to five Subaccounts,

o 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

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

<PAGE>

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
OFFERING NET AMOUNT DEALERS AS % OF
AMOUNT OF PURCHASE PAYMENT(S) PRICE* INVESTED OFFERING PRICE
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
value of the Accumulation Units you surrender (not to exceed the aggregate
amount of your purchase payments for the Units) which declines, in accordance
with the Table below, from 7% to 0% over a seven-year period. We will not accept
a purchase of a Separate Account D Contract with the proceeds from the
liquidation of a Separate Account C Contract.

We consider purchase payments surrendered in the order we receive them
(first-in, first-out). We take all surrenders first from purchase payments and
then from other contract values.

CONTINGENT DEFERRED SALES CHARGE TABLE

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

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

<PAGE>

We will not assess a CDSC:

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

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

o for surrenders up to the annual limit of the Withdrawal Privilege, or

o for surrenders used to pay Premium taxes.

For information concerning the Annuity Options and the Withdrawal Privilege,
see "Annuity Options" and "Surrender and Termination (Redemption) During the
Accumulation Period."

MORTALITY AND EXPENSE RISK CHARGES

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:

o 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.

o 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.

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.

<PAGE>

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:

o make purchase payments,

o surrender, or

o 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 $__________ or _____% of average net assets for Separate Account C
and $___________ or ____% 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.

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.

<PAGE>

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:

o 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.

o 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
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

<PAGE>

(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.

Surrender and Termination (Redemption) During the Accumulation Period
---------------------------------------------------------------------

You may elect, at any time before the earlier of the Annuity Commencement Date
or the death of the Annuitant or Contractowner, to make a full or partial
surrender of the Contract for the Accumulated Value of the Contract. For
Separate Account D, the amount remaining after a partial surrender must be at
least equal to our minimum amount rule then in effect (currently $5,000). On
termination of the Contract after its due surrender at our Home Office or other
designated office, we pay you the following:

o For Separate Account C, the net Accumulated Value of the Contract.

o For Separate Account D, the Accumulated Value of the Contract less (a) any
applicable CDSC, (b) the Contract Maintenance Charge and (c) any applicable
Premium taxes not previously deducted. For a more detailed discussion of
these charges, see "THE CONTRACTS IN DETAIL-- Sales Charge, Mortality and
Expense Risk Charges, and Other Charges." However, on a non-cumulative
basis, you may make partial surrenders during any Contract Year up to the
annual Withdrawal Privilege Amount of 10% of Purchase Payments and not
incur CDSC on this amount. We consider amounts surrendered under this
Withdrawal Privilege to be from Accumulated Values other than purchase
payments.

We deduct any amount you request as a partial surrender from each Subaccount
in the proportion which its value bears to the Accumulated Value of the Contract
resulting in a corresponding reduction in the number of Accumulation Units
credited to you in the Subaccount. For any total or partial surrender, we base
the deduction on the next computed value of an Accumulation Unit following our
receipt of a written request at our Home Office or other designated office. We
may defer any such payment for a period of not more than seven days. However, we
may postpone such payment during any period when:

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

o the SEC has by order permitted such suspension; or

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

For information as to Federal tax consequences of surrenders, see "Tax
Information." For information as to Premium tax consequences, see "Other
Charges."

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 -

<PAGE>

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

o 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 -

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

o 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:

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

o the Annuity Option you select;

o the frequency and duration of annuity payments;

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

o 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 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 payable monthly during the joint

18
<PAGE>

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 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 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
payable monthly during the lifetime of the Annuitant, with the guarantee that
if, at his or her death, we have made payments for less than 60, 120 or 240
monthly periods, as elected, we make payments as follows:

(a)We continue to pay to the Beneficiary any guaranteed payments during
the remainder of the selected period. Pursuant to the 1940 Act, the
Beneficiary may, at any time, elect to have us compute the present
value of the guaranteed number of annuity payments, as specified
immediately below, and pay that present value in a lump sum.

(b)If a Beneficiary receiving annuity payments under this Option dies
after the death of the Annuitant, we make the following calculation. As
of the Valuation Period in which we receive notice of death of the
Beneficiary at our Home Office or other designated office, we compute
the present value of the guaranteed number of annuity payments
remaining after receipt of such notice. These payments will be equal to
the payments that the deceased Beneficiary would have received had the
Beneficiary not died. We compute this value at the effective annual
interest rate assumed in determining the Annuity Tables, and pay it in
a lump sum in accordance with the Contract.

Option 4 - UNIT REFUND LIFE 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
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

<PAGE>

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:

o 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

o 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").

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:

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

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

<PAGE>
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:

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

o 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:

o 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;

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

o 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

o 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.

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:

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

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

o 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

o 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.

21
<PAGE>

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

o a qualified individual retirement account;

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

o 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
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.

22
<PAGE>

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 Charges 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 charges of 1.00% and the maximum sales charge of 7.00%.

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.

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:

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

o 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

<PAGE>

o 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:

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

o 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
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:

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

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

o 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

o 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

<PAGE>

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:

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

o 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.

<PAGE>

TABLE OF CONTENTS
OF THE STATEMENT 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 -- 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.

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

TAX TAMER I
AND
TAX TAMER II

April ____, 1999

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.

<PAGE>

TABLES OF CONTENTS*
VARIABLE ANNUITY FUND C AND FUND D PROSPECTUS

Item Page
---- ----
GLOSSARY OF SPECIAL TERMS.......................................
FEE TABLES......................................................
CONDENSED FINANCIAL INFORMATION.................................
OVERVIEW........................................................
How the Contracts Work.......................................
Who We Are...................................................
Who Should Consider Purchasing a Contract....................
Risk and Reward Considerations...............................
THE CONTRACTS IN DETAIL.........................................
Purchase Payments...........................................
Allocation of Net Purchase Payments to Subaccount(s)........
Sales Charge................................................
Mortality and Expense Risk Charges..........................
Other Charges...............................................
The Accumulation Period.....................................
The Annuity Period..........................................
Ten-Day Revocation Right....................................
TAX INFORMATION................................................
General.....................................................
Non-Qualified Contracts.....................................
Qualified Plan Contracts....................................
Withholding.................................................
Our Tax Status..............................................
PERFORMANCE INFORMATION........................................
OTHER INFORMATION..............................................
Voting Rights...............................................
Reservation of Rights.......................................
Distribution of Contracts...................................
Financial Statements........................................
Year 2000...................................................

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

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

INDIVIDUAL VARIABLE ANNUITY CONTRACTS

OFFERED BY

FIRST INVESTORS LIFE INSURANCE COMPANY

STATEMENT OF ADDITIONAL INFORMATION DATED APRIL __, 1999

This Statement of Additional Information is not a Prospectus and should be
read in conjunction with the Prospectus for First Investors Life Variable
Annuity Fund D, dated April 30, 1999, which may be obtained at no cost by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005, or by telephoning (212) 858-8200.

TABLE OF CONTENTS

PAGE

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

<PAGE>

GENERAL DESCRIPTION

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

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

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

SERVICES

CUSTODIAN. First Investors Life, subject to applicable laws and
regulations, is the custodian of the securities of the Subaccounts of Separate
Account D.

INDEPENDENT PUBLIC ACCOUNTANTS. Tait, Weller & Baker, Eight Penn Center
Plaza, Philadelphia, PA 19103, independent certified public accountants, has
been selected as the independent accountants for Separate Account D. First
Investors Life pays Tait, Weller & Baker a fee for serving as the independent
accountants for Separate Account D which is set by the Audit Committee of the
Board of Directors of First Investors Life.

UNDERWRITER. First Investors Life and Separate Account D have entered into
an Underwriting Agreement with FIC. FIC, an affiliate of First Investors Life,
and of the Adviser, has its principal business address at 95 Wall Street, New
York, New York 10005. For the fiscal year ended December 31, 1997, and 1998 FIC
received fees of $766,531 and $_________ in connection with the distribution of
the Contracts in a continuous offering.

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

2
<PAGE>

ANNUITY PAYMENTS

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

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

(a) is the net result of:

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

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

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

(c) is a factor representing the charges deducted for mortality and expense
risks and administration. Such factor is equal on an annual basis to 1.40%
of the daily net asset value of the applicable Subaccount. This percentage
represents approximately a 0.85% charge for the mortality risk assumed, a
0.4% charge for the expense risk assumed, and a 0.15% charge for
administration.

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

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

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

3
<PAGE>

Annuity Commencement Date. The Contract contains a formula for determining the
adjusted age, and the Annuity Tables are determined from the Progressive Annuity
Table with interest at 3.5% per year and assumes births prior to 1900, adjusted
by a setback of four years of age for persons born 1900 and later and an
additional setback of one year of age for each completed five years by which the
year of birth is later than 1900. Annuity Tables used by other insurers may
provide greater or less benefits to the Annuitant.

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

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

OTHER INFORMATION

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

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

ASSIGNMENT. Any amounts payable under the Contracts may not be commuted,
alienated, assigned or otherwise encumbered before they are due. To the extent
permitted by law, no such payments shall be subject in any way to any legal
process to subject them to payment of any claims against any Annuitant, Joint
Annuitant or Beneficiary. The Contracts may be assigned. No assignment of a
Contract shall be binding on First Investors Life unless such assignment is in
writing and is filed with First Investors Life at its Home Office.

4
<PAGE>

PERFORMANCE INFORMATION

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

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

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

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

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

[ERV-P]/P = TOTAL RETURN

In providing such performance data, each Subaccount, other than the Cash
Management Subaccount, will assume the payment of the applicable CDSC imposed on
a surrender of purchase payments for the applicable period, the payment of
applicable Mortality and Expense Risk and administrative charges of 1.40% ("P"),
and the payment of the $30 annual contract maintenance charge. Each Subaccount,
other than the Cash Management Subaccount, will assume that during the period
covered all dividends and capital gain distributions are paid at net asset value
per Accumulation Unit, and that the investment is redeemed at the end of the
period.

Average annual total return and total return computed at the public
offering price (using the applicable CDSC) for the period ended December 31,
1998 for each Subaccount, other than the Cash Management Subaccount, are set
forth in the tables below:

5
<PAGE>

AVERAGE ANNUAL TOTAL RETURN(1)

Life of
One Year Subaccount(2)
-------- -----------
Blue Chip Subaccount [ ] [ ]
Discovery Subaccount [ ] [ ]
Government Subaccount [ ] [ ]
Growth Subaccount [ ] [ ]
High Yield Subaccount [ ] [ ]
International Securities [ ] [ ]
Subaccount
Investment Grade Subaccount [ ] [ ]
Target Maturity 2007 Subaccount [ ] [ ]
Target Maturity 2010 Subaccount [ ] [ ]
Utilities Income Subaccount [ ] [ ]

TOTAL RETURN1
Life of
One Year Subaccount(2)
-------- -----------
Blue Chip Subaccount [ ] [ ]
Discovery Subaccount [ ] [ ]
Government Subaccount [ ] [ ]
Growth Subaccount [ ] [ ]
High Yield Subaccount [ ] [ ]
International Securities [ ] [ ]
Subaccount
Investment Grade Subaccount [ ] [ ]
Target Maturity 2007 Subaccount [ ] [ ]
Target Maturity 2010 Subaccount [ ] [ ]
Utilities Income Subaccount [ ] [ ]

Nonstandardized average annual total return and total return may also be
advertised using net asset value per Accumulation Unit at the end of the
relevant base period --- i.e., without deducting any applicable CDSC. The
calculation will be made using the standardized formula except that ending net
asset value per Accumulation Unit will be substituted for ending redeemable
value. Any quotation of return not reflecting an applicable CDSC will be greater
than if the CDSC were reflected. Nonstandardized average annual total return and
total return computed at net asset value for the period ended December 31, 1998
for each Subaccount, other than the Cash Management Subaccount, are set forth in
the tables below:

- --------

(1) Some of the expenses for the underlying Funds were waived or reimbursed
from commencement of operations through December 31, 1998. Accordingly, return
figures for the Subaccounts are higher than they would have been had such
expenses not been waived or reimbursed.

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

6
<PAGE>

NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN(1)

TOTAL RETURN1

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

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

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

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

(1) Some of the expenses for the underlyin Funds were waived or reimbursed
from commencement of operations through December 31, 1998. Accordingly, return
figures for the Subaccounts are higher than they would have been had such
expenses not been waived or reimbursed.

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

7
<PAGE>

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

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

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

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

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

8
<PAGE>

The following is an example, for purposes of illustration only, of the
current and effective yield calculation for the seven day period ended December
31, 1998.

Dividends per accumulation unit from net investment income
(seven calendar days ended December 31, 1998)
(Base Period).......................................$
Annualized (365 day basis)*.........................$
Average value per accumulation unit for the
seven calendar days ended December 31, 1998.........$
Annualized historical yield per accumulation unit for the
seven calendar days ended December 31, 1998.........%
Effective Yield**...................................%
Weighted average life to maturity of the
portfolio on December 31, 1998 was 56 days

*This represents the average of annualized net investment income per
accumulation unit for the seven calendar days ended December 31, 1998.

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

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

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

RELEVANCE OF FINANCIAL STATEMENTS

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

9
<PAGE>

APPENDICES

10
<PAGE>

APPENDIX I

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

Net Investment Factor = A + B
----- - D
C
Where:
<TABLE>
<CAPTION>

<S> <C>

A = The Net Asset Value of a Fund share as of the end of the current
Valuation Period.
Assume............................................................. = $8.51000000
B = The per share amount of any dividend or capital gains distribution
since the end of the immediately preceding Valuation Period.
Assume............................................................. = 0
C = The Net Asset Value of a Fund share at the end of the immediately
preceding Valuation Period.
Assume............................................................. = $8.39000000
D = The daily deduction for charges for mortality and expense risks
and administration, which totals 1.4% on an annual basis.
On a daily basis................................................... = .00003836

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

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

OF SEPARATE ACCOUNT D

Accumulation Unit Value = A x B Where:
<TABLE>
<CAPTION>

<S> <C>

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

Then, the Accumulation Unit Value = $1.46328760 x 1.01426438.............. = 1.48416049
</TABLE>

11
<PAGE>

APPENDIX II

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

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

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

Where:

<S> <C>

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

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

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

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

Then the number of Annuity Units Payable:

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

= 18,458.18554633 - 3,498.44665320

= 14,959.73889313

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

14,959.73889313 x $1.12173107 = $16,780.80

12
<PAGE>

APPENDIX III

EXAMPLE A

FORMULA AND ILLUSTRATION FOR DETERMINING
ANNUITY UNIT VALUE OF
SEPARATE ACCOUNT D

Annuity Unit Value = A x B x C

Where:
<TABLE>
<CAPTION>

<S> <C>

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

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

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

Then, the Annuity Value is:

$1.10071211 x 1.00083530 x 0.99990575 = $1.10152771

EXAMPLE B

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

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

Where:
<TABLE>
<CAPTION>

<S> <C>

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

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

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

13
<PAGE>

EXAMPLE C

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

A
Number of Annuity Units = -
B

Where:
<TABLE>
<CAPTION>

<S> <C>

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

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

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

EXAMPLE D

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

Second Monthly Variable Annuity Payment = A x B

Where:
<TABLE>
<CAPTION>

<S> <C>

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

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

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

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

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

14
<PAGE>

Financial Statements as of
December 31, 1998

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
PART C: OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial Statements:

To be filed.

(b) Exhibits:

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

2. Not applicable.

3. Distribution Contracts:

a. Underwriting Agreement between First Investors
Life Insurance Company and First Investors
Corporation. /1/

b. Specimen Variable Annuity Dealer Agreement
between First Investors Corporation and
dealers. /1/

4. Variable Annuity Contracts:

a. Specimen Individual Variable Annuity Contract
issued by First Investors Life Insurance Company
for participation in Separate Account D. /2/

b. Specimen Individual Variable Annuity Contract
issued by First Investors Life Insurance Company
providing for full refund of premium payment and
extension of ten-day revocation period if Contract
replaces another annuity contract. /2/

c. Specimen Individual Variable Annuity Contract
issued by First Investors Life Insurance Company
providing for full refund of premium payment and
containing an endorsement pertaining to minimum
rate of return following death of Annuitant. /2/

d. Specimen Individual Variable Annuity Contract
issued by First Investors Life Insurance Company
providing for a full refund of premium payment
upon request for cancellation of Contract prior to
delivery of Contract. /2/

<PAGE>

5. Form of application used with Individual Variable
Annuity provided in response to (4) above. /1/

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

(2) Certificate of Amendment. /1/

(3) Certificate of Amendment. /1/

(4) Certificate of Amendment. /1/

(5) Certificate of Amendment. /1/

b. By-Laws of First Investors Life Insurance
Company. /1/

7. Not applicable.

8. Not applicable.

9. Opinion and Consent of Tammie Lee, Esq., special
counsel to First Investors Life Insurance Company. /2/

10. Consent of Independent Public Accountants. (To be
filed.)

11. Not applicable.

12. Not applicable.

13. Performance calculations.

14. Financial Data Schedule. (See Exhibit 27 below.)

15. Powers of Attorney. /1/

27. Financial Data Schedule. (Inapplicable, because,
notwithstanding Item 24 (b)(14) of Form N-4, the Commission
staff has advised that no such schedule is required.)

- ---------------
/1/Previously filed on May 1, 1997 in the initial filing of
this Registration Statement.
/2/Previously filed on July 8, 1997 in Pre-Effective Amendment
No. 1 to this Registration Statement.

<PAGE>

ITEM 25. Directors and Officers of the Depositor

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

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

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

Carol Lerner Brown Secretary

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

William H. Drinkwater First Vice President & Chief
Actuary

Lawrence M. Falcon Senior Vice President & Comptroller

Richard H. Gaebler President & Director

George V. Ganter Director

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

Glenn O. Head Chairman & Director

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

Scott Hodes Director
Ross & Hardies
150 North Michigan Avenue
Chicago, IL 60601

<PAGE>

William M. Lipkus Vice President & Chief Financial
581 Main Street Officer
Woodbridge, NJ 07095

Jackson Ream Director
Nations Bank of Texas
P.O. Box 225961
Dallas, TX 75265

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

Martin A. Smith Vice President

Ada M. Suchow Vice President & Assistant
Secretary

John T. Sullivan Director

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

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

ROUTE 33 REALTY CORPORATION (New Jersey). Ownership: 100% by First Investors
Life Insurance Company; Principal Business: Real Estate; Subsidiary of First
Investors Life Insurance Company.

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

<PAGE>

ADMINISTRATIVE DATA MANAGEMENT CORP. (New York). Ownership: 100% owned by FICC;
Principal Business: Transfer Agent; Affiliate of
First Investors Life Insurance Company.

EXECUTIVE INVESTORS MANAGEMENT COMPANY, INC. (Delaware). Ownership: 100% owned
by FICC; Principal Business: Investment Advisor;
Affiliate of First Investors Life Insurance Company.

FIRST INVESTORS ASSET MANAGEMENT COMPANY, INC. (Delaware). Ownership: 100% owned
by FICC; Principal Business: Investment Advisor;
Affiliate of First Investors Life Insurance Company.

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

FIRST INVESTORS LEVERAGE CORPORATION (New York). Ownership: 100% owned by FICC;
Principal Business: Inactive; Affiliate of First
Investors Life Insurance Company.

FIRST INVESTORS MANAGEMENT COMPANY, INC. (New York). Ownership: 100% of common
stock owned by FICC; Principal Business: Investment
Advisor; Affiliate of First Investors Life Insurance Company.

FIRST INVESTORS REALTY COMPANY, INC. (New Jersey). Ownership: 100% owned by
FICC; Principal Business: Real Estate; Affiliate of
First Investors Life Insurance Company.

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

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

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

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

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

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

<PAGE>

FIRST INVESTORS CREDIT FUNDING CORPORATION (New York). Ownership: 100% owned by
FICC; Principal Business: Sells commercial paper;
Affiliate of First Investors Life Insurance Company.

SCHOOL FINANCIAL MANAGEMENT SERVICES, INC. (Ohio). Ownership: 100% owned by
FICC; Principal Business: Tuition assistance program;
Affiliate of First Investors Life Insurance Company.

ITEM 27. Number of Contractowners

As of February 19, 1999, the number of owners of variable annuity
contracts offered by First Investors Life Variable Annuity Fund D was 1,043.

ITEM 28. Indemnification

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

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

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

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

<PAGE>

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

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the First Investors Life Variable Annuity Fund D pursuant to the foregoing
provisions, or otherwise, the First Investors Life Variable Annuity Fund D has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the First Investors Life Variable
Annuity Fund D of expenses incurred or paid by a director, officer or
controlling person of the First Investors Life Variable Annuity Fund D in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the First Investors Life Variable Annuity Fund D will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.

ITEM 29. Principal Underwriters

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

First Investors Cash Management Fund, Inc.
First Investors Fund For Income, Inc.
First Investors Series Fund
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.
First Investors Life Variable Annuity Fund A
First Investors Life Level Premium Variable Life
Insurance (Separate Account B)
First Investors Life Variable Annuity Fund C

<PAGE>

First Investors Corporation is Sponsor of:

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

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

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

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

Lawrence A. Fauci Senior Vice President and Director

Glenn O. Head Chairman and Director

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

Marvin Hecker President

Jane W. Kruzan Director

Larry R. Lavoie Secretary and General Counsel

Jeremiah J. Lyons Director

<PAGE>

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

Anne Condon Vice President
581 Main Street
Woodbridge, New Jersey 07095

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

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

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

John T. Sullivan Director

Robert Flanagan Vice President-Sales Administration

William M. Lipkus Chief Financial Officer
581 Main Street
Woodbridge, NJ 07095

ITEM 30. Location of Accounts and Records

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

ITEM 31. Management Services

Not applicable.

ITEM 32. Undertakings

Registrant hereby makes the following undertakings:

<PAGE>

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

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

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

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

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant has caused this Amendment to be signed on its behalf, in
the City of New York, and State of New York, on the 22nd day of February, 1999.

FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND D
(Registrant)

BY: FIRST INVESTORS LIFE INSURANCE
COMPANY
(Depositor)
(On behalf of the Registrant and
itself)

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

As required by the Securities Act of 1933, this Amendment to Registrant's
Registration Statement has been signed by the following officers and directors
of the Depositor in the capacities and on the dates indicated:

SIGNATURE TITLE DATE

/s/ Richard H. Gaebler President and Director February 22, 1999
- -----------------------
Richard H. Gaebler

/s/ William M. Lipkus Vice President and February 22, 1999
- ----------------------- Chief Financial
William M. Lipkus Officer

<PAGE>

Glenn O. Head* Chairman and Director February 22, 1999
Jay G. Baris* Director February 22, 1999
George V. Ganter* Director February 22, 1999
Robert J. Grosso* Director February 22, 1999
Scott Hodes* Director February 22, 1999
Jackson Ream* Director February 22, 1999
Nelson Schaenen Jr.* Director February 22, 1999
John T. Sullivan* Director February 22, 1999
Kathryn S. Head* Director February 22, 1999
Glenn T. Dallas* Director February 22, 1999

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