FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
485BPOS, 2000-04-28
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As filed with the Securities and Exchange Commission on April 28, 2000


                                                    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. 5                                                X
                                                                              -


                                     and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


Amendment No. 7                                                               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)


                        William H. Drinkwater, 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


|X|      on April 28, 2000 pursuant to paragraph (b) of Rule 485


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

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

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>

<TABLE>
<CAPTION>
                                   FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D

                                                 CROSS-REFERENCE SHEET



N-4 Item No.                                                           Location
- ------------                                                           --------
<S>                                                                    <C>

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
19.      Purchase of Securities Being Offered......................    Not Applicable
<PAGE>

20.      Underwriters..............................................    Services
21.      Calculation of Performance Data...........................    Performance Information
22.      Annuity Payments..........................................    Annuity Payments
23.      Financial Statements.....................................     Relevance of Financial Statements;
                                                                       Financial Statements
</TABLE>




<PAGE>



[FIRST INVESTORS LOGO]

                                   Tax Tamer I
                                       and

                                  Tax Tamer II






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


THE DATE OF THIS PROSPECTUS IS APRIL 28, 2000.



<PAGE>



                                    CONTENTS*

                  VARIABLE ANNUITY FUND C AND FUND D PROSPECTUS


    GLOSSARY OF SPECIAL TERMS.................................................2
    FEE TABLES................................................................3
    CONDENSED FINANCIAL INFORMATION...........................................6
    OVERVIEW.................................................................10
       How the Contracts Work................................................10
       Who We Are............................................................11
       Who Should Consider Purchasing a Contract.............................12
       Risk and Reward Considerations........................................12
    THE CONTRACTS IN DETAIL..................................................12
       Purchase Payments.....................................................13
       Allocation of Net Purchase Payments to Subaccount(s)..................13
       Sales Charge..........................................................13
       Mortality and Expense Risk Charges....................................15
       Other Charges.........................................................15
       The Accumulation Period...............................................16
       The Annuity Period....................................................18
       Ten-Day Revocation Right..............................................21
    TAX INFORMATION..........................................................21
       General...............................................................21
       Non-Qualified Contracts...............................................21
       Qualified Plan Contracts..............................................23
       Withholding...........................................................23
       Our Tax Status........................................................23
    PERFORMANCE INFORMATION..................................................23
    OTHER INFORMATION........................................................24
       Voting Rights.........................................................24
       Reservation of Rights.................................................25
       Distribution of Contracts.............................................25
       Financial Statements..................................................26
    TABLE OF CONTENTS OF THE STATEMENTS OF ADDITIONAL INFORMATION............27
    APPENDIX I...............................................................27















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


<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") offered by First Investors Life Insurance Company which provide you
with 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 thirteen
"Subaccounts."  Each of these Subaccounts  invests in a corresponding  "Fund" of
First  Investors Life Series Fund.  The amount you  accumulate  depends upon the
performance  of the  Subaccounts  in  which  you  invest.  You  bear  all of the
investment risk, which means that you could lose money.

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

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


         Please  read  this  Prospectus  and keep it for  future  reference.  It
contains important information that you should know before buying a Contract. We
filed a Statement of Additional  Information ("SAI"), dated April 28, 2000, with
the Securities and Exchange Commission. We incorporate the SAI by reference into
this  Prospectus.  See page 27 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 28, 2000.


<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.

<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 2000.

SEPARATE ACCOUNT EXPENSES

<TABLE>
<CAPTION>

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


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

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

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

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

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


                                       3
<PAGE>

FUND ANNUAL EXPENSES

(as a percentage of Fund average net assets)

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

<TABLE>
<CAPTION>



                                                                                                Fee Waiver
                                                                             Total Fund      and/or Expense
                                             Management       Other           Operating         Assumption          Net
                                              Fee(1)       Expenses(2)       Expenses(3)           (1)(2)        Expenses(3)
                                              ------       -----------       -----------           ------        -----------
<S>                                            <C>             <C>               <C>               <C>           <C>
Blue Chip Fund                                 0.75%           0.06%             0.81%               N/A            N/A
Cash Management Fund                           0.75%           0.16%             0.91%             0.21%          0.70%
Discovery Fund                                 0.75%           0.08%             0.83%               N/A            N/A
Focused Equity Fund                            0.75%           0.08%             0.83%               N/A            N/A
Government Fund                                0.75%           0.16%             0.91%             0.15%          0.76%
Growth Fund                                    0.75%           0.06%             0.81%               N/A            N/A
High Yield Fund                                0.75%           0.07%             0.82%               N/A            N/A
International Securities Fund                  0.75%           0.23%             0.98%               N/A            N/A
Investment Grade Fund                          0.75%           0.08%             0.83%             0.15%          0.68%
Target Maturity 2007 Fund                      0.75%           0.09%             0.84%             0.15%          0.69%
Target Maturity 2010 Fund                      0.75%           0.11%             0.86%             0.15%          0.71%
Target Maturity 2015 Fund                      0.75%           0.11%             0.86%             0.15%          0.71%
Utilities Income Fund                          0.75%           0.05%             0.80%               N/A            N/A
</TABLE>

 (1)    For the  fiscal  year  ended  December  31,  1999,  the  Adviser  waived
        Management Fees in excess of 0.60% for Cash  Management  Fund, in excess
        of 0.60% for Government  Fund, in excess of 0.60% for  Investment  Grade
        Fund,  in excess of 0.60% for Target  Maturity  2007 Fund,  in excess of
        0.60%  for  Target  Maturity  2010  Fund,  and in  excess  of 0.60%  for
        Utilities  Income Fund. The Adviser has  contractually  agreed with Life
        Series  Fund to  waive  Management  Fees in  excess  of  0.60%  for Cash
        Management  Fund, in excess of 0.60% for  Government  Fund, in excess of
        0.60% for Investment  Grade Fund, in excess of 0.60% for Target Maturity
        2007 Fund,  in excess of 0.60% for  Target  Maturity  2010 Fund,  and in
        excess of 0.60% for Target Maturity 2015 Fund for the fiscal year ending
        December 31, 2000.

(2)     For the fiscal year ended December 31, 1999, the Adviser assumed certain
        Other Expenses in excess of 0.10% for Cash Management  Fund. The Adviser
        has contractually  agreed with Life Series Fund to assume Other Expenses
        in excess of 0.10% for Cash  Management  Fund for the fiscal year ending
        December 31, 2000.

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


                                       4
<PAGE>

EXAMPLE (Separate Account C Contract)

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

<TABLE>
<CAPTION>


                                              1 year          3 years         5 years         10 years
                                              ------          -------         -------         --------

<S>                                             <C>            <C>              <C>             <C>
Blue Chip Subaccount.........................   $87            $123             $161            $268
Cash Management Subaccount...................    86             124              164             276
Discovery Subaccount.........................    87             124              162             270
Focused Equity Subaccount....................    87             124              162             270
Government Subaccount........................    87             124              165             277
Growth Subaccount............................    87             123              161             268
High Yield Subaccount........................    87             123              162             269
International Securities Subaccount..........    89             128              169             284
Investment Grade Subaccount..................    86             122              161             269
Target Maturity 2007 Subaccount..............    86             122              161             270
Target Maturity 2010 Subaccount..............    86             123              162             272
Target Maturity 2015 Subaccount..............    86             123              162             272
Utilities Income Subaccount..................    87             123              161             267


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.........................  $122            $209             $298            $554
Cash Management Subaccount...................   121             210              302             563
Discovery Subaccount.........................   123             210              299             556
Focused Equity Subaccount....................   123             210              299             556
Government Subaccount........................   122             211              302             563
Growth Subaccount............................   122             209              298             554
High Yield Subaccount........................   123             209              299             555
International Securities Subaccount..........   124             214              307             572
Investment Grade Subaccount..................   121             208              298             555
Target Maturity 2007 Subaccount..............   121             209              299             556
Target Maturity 2010 Subaccount..............   121             209              300             558
Target Maturity 2015 Subaccount..............   121             209              300             558
Utilities Income Subaccount..................   122             209              298             553

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.........................   $52            $159             $268            $554
Cash Management Subaccount...................    51             160              272             563
Discovery Subaccount.........................    53             160              269             556
Focused Equity Subaccount....................    53             160              269             556
Government Subaccount........................    52             161              272             563
Growth Subaccount............................    52             159              268             554
High Yield Subaccount........................    53             159              269             555
International Securities Subaccount..........    54             164              277             572
Investment Grade Subaccount..................    51             158              268             555
Target Maturity 2007 Subaccount..............    51             159              269             556
Target Maturity 2010 Subaccount..............    51             159              270             558
Target Maturity 2015 Subaccount..............    51             159              270             558
Utilities Income Subaccount..................    52             159              268             553
</TABLE>


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

<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  Grade Subaccount
and  Government  Subaccount,  January  7,  1992;  Utilities  Income  Subaccount,
November 16, 1993;  Target  Maturity  2007  Subaccount,  April 24, 1995;  Target
Maturity 2010  Subaccount,  April 29, 1996;  and Focused  Equity  Subaccount and
Target Maturity 2015 Subaccount, November 8, 1999.

<TABLE>
<CAPTION>


                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                         <C>               <C>
Blue Chip Subaccount......................   December 31, 1990           10.74931759         144,049.8
                                             December 31, 1991           13.42731580         561,758.4
                                             December 31, 1992           14.18287684       1,085,254.0
                                             December 31, 1993           15.23373431       1,529,348.1
                                             December 31, 1994           14.86290782       1,959,841.2
                                             December 31, 1995           19.71773603       2,413,509.3
                                             December 31, 1996           23.72148089       3,116,839.9
                                             December 31, 1997           29.75982140       3,812,804.5
                                             December 31, 1998           34.96033275       4,012,212.4
                                             December 31, 1999           43.37805126       4,075,636.0

Cash Management Subaccount................   December 31, 1990           10.07542807         571,856.9
                                             December 31, 1991           10.52748985         571,891.0
                                             December 31, 1992           10.73770189         437,185.0
                                             December 31, 1993           10.91847727         253,743.1
                                             December 31, 1994           11.21833852         235,919.5
                                             December 31, 1995           11.71983145         252,407.7
                                             December 31, 1996           12.18484038         246,553.2
                                             December 31, 1997           12.67719681         256,188.6
                                             December 31, 1998           13.18253046         364,729.9
                                             December 31, 1999           13.66202731         436,613.4

Discovery Subaccount......................   December 31, 1990           10.91349031           8,362.1
                                             December 31, 1991           16.53848277         130,585.7
                                             December 31, 1992           18.93150000         307,107.8
                                             December 31, 1993           22.89932001         563,070.0
                                             December 31, 1994           22.07727850         867,303.8
                                             December 31, 1995           27.37355380       1,203,507.8
                                             December 31, 1996           30.48354883       1,523,777.2
                                             December 31, 1997           35.26286749       1,838,056.5
                                             December 31, 1998           35.97570267       1,911,584.8
                                             December 31, 1999           45.58089213       1,823,561.9

Focused Equity Subaccount                    December 31, 1999           10.23513243         126,244.7

Government Subaccount.....................   December 31, 1992           10.87670909         437,095.3
                                             December 31, 1993           11.44920392         674,512.1
                                             December 31, 1994           10.85941183         672,797.1
                                             December 31, 1995           12.43183229         705,348.4
                                             December 31, 1996           12.74903390         643,378.3
                                             December 31, 1997           13.70958126         588,697.3
                                             December 31, 1998           14.59671768         601,159.8
                                             December 31, 1999           14.60339104         568,487.4

                                       6
<PAGE>

                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

Growth Subaccount.........................   December 31, 1990           10.75804081          24,176.8
                                             December 31, 1991           14.34498476         204,821.5
                                             December 31, 1992           15.59155937         567,241.7
                                             December 31, 1993           16.35977780         958,529.1
                                             December 31, 1994           15.73131059       1,347,003.7
                                             December 31, 1995           19.48689883         1,729,637
                                             December 31, 1996           24.01011967       2,241,867.6
                                             December 31, 1997           30.73197657       2,862,521.1
                                             December 31, 1998           38.74794069       3,085,019.4
                                             December 31, 1999           48.51704335       3,252,259.5

High Yield Subaccount.....................   December 31, 1990           10.00101048          69,585.9
                                             December 31, 1991           13.25243640         220,366.3
                                             December 31, 1992           14.86894995         279,777.4
                                             December 31, 1993           17.38280181         391,036.8
                                             December 31, 1994           16.93482626         513,297.7
                                             December 31, 1995           20.09026188         671,849.9
                                             December 31, 1996           22.38760536         799,626.6
                                             December 31, 1997           24.92887084         950,571.7
                                             December 31, 1998           25.45748200       1,016,074.5
                                             December 31, 1999           26.45283224         983,518.1

International Securities Subaccount.......   December 31, 1990           10.26630533         118,091.2
                                             December 31, 1991           11.73276972         269,273.6
                                             December 31, 1992           11.46589494         463,523.6
                                             December 31, 1993           13.86795475         792,294.1
                                             December 31, 1994           13.55233761       1,383,676.5
                                             December 31, 1995           15.92618862       1,502,998.2
                                             December 31, 1996           18.16949900       1,956,014.4
                                             December 31, 1997           19.62431480       2,329,410.5
                                             December 31, 1998           22.96087882       2,307,046.6
                                             December 31, 1999           29.88384295       2,287,489.9

Investment Grade Subaccount...............   December 31, 1992           10.77845214         395,839.5
                                             December 31, 1993           11.82065978         784,651.0
                                             December 31, 1994           11.28602521         923,445.3
                                             December 31, 1995           13.37384783       1,076,644.3
                                             December 31, 1996           13.61638687       1,050,200.1
                                             December 31, 1997           14.80366272         988,996.1
                                             December 31, 1998           15.99733761       1,071,756.2
                                             December 31, 1999           15.43710810       1,018,466.9

Target Maturity 2007 Subaccount...........   December 31, 1995           11.90553994         775,738.1
                                             December 31, 1996           11.53266965       1,252,102.1
                                             December 31, 1997           12.94581989       1,515,226.0
                                             December 31, 1998           14.73597183       1,547,831.2
                                             December 31, 1999           13.21972831       1,522,038.7

Target Maturity 2010 Subaccount...........   December 31, 1996           10.81913243         170,708.7
                                             December 31, 1997           12.41073564         381,345.1
                                             December 31, 1998           14.05135661         478,329.7
                                             December 31, 1999           12.28007118         506,806.1

Target Maturity 2015 Subaccount              December 31, 1999            9.47930868          36,480.1


                                       7
<PAGE>

                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

Utilities Income Subaccount...............   December 31, 1993            9.92774964          45,091.7
                                             December 31, 1994            9.11659215         473,447.1
                                             December 31, 1995           11.75759954       1,129,455.9
                                             December 31, 1996           12.75464824       1,689,626.3
                                             December 31, 1997           15.79406311       1,878,396.6
                                             December 31, 1998           17.60340941       2,219,597.9
                                             December 31, 1999           20.46267830       2,474,003.3


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,  except as follows:  Focused  Equity  Subaccount and
Target Maturity 2015 Subaccount, November 8, 1999.


                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

Blue Chip Subaccount......................   December 31, 1997           10.18519950         426,185.6
                                             December 31, 1998           11.91730629       1,531,169.8
                                             December 31, 1999           14.72774188       2,333,261.2

Cash Management Subaccount................   December 31, 1997           10.15474840          28,344.4
                                             December 31, 1998           10.51737952          82,526.4
                                             December 31, 1999           10.85642214         218,614.0

Discovery Subaccount......................   December 31, 1997           10.23140687         205,814.9
                                             December 31, 1998           10.39655938         701,595.6
                                             December 31, 1999           13.11978934         963,277.6

Focused Equity Subaccount.................   December 31, 1999           10.24021672          44,020.7

Government Subaccount.....................   December 31, 1997           10.28895863          13,321.1
                                             December 31, 1998           10.91102057         103,476.8
                                             December 31, 1999           10.87242751         133,403.0

Growth Subaccount.........................   December 31, 1997           10.33626489         346,768.7
                                             December 31, 1998           12.98031991       1,316,750.1
                                             December 31, 1999           16.18805732       2,158,958.5

High Yield Subaccount.....................   December 31, 1997           10.42338850          60,209.4
                                             December 31, 1998           10.60191952         325,195.4
                                             December 31, 1999           10.97246124         491,040.3

International Securities Subaccount.......   December 31, 1997            9.30734342         196,448.9
                                             December 31, 1998           10.84633615         536,298.4
                                             December 31, 1999           14.06030884         883,074.3

Investment Grade Subaccount...............   December 31, 1997           10.33902780          22,448.4
                                             December 31, 1998           11.12810542         156,868.9
                                             December 31, 1999           10.69552064         239,796.7

Target Maturity 2007 Subaccount...........   December 31, 1997           10.62155299          62,839.0
                                             December 31, 1998           12.04205143         302,580.8
                                             December 31, 1999           10.75985291         471,988.9

Target Maturity 2010 Subaccount...........   December 31, 1997           10.79920122          43,680.6


                                       8
<PAGE>


                                                                                            Number of
                                                                       Accumulation        Accumulation
     Subaccount                                    At                  Unit Value($)          Units
- -------------------------------------------------------------------------------------------------------------------

                                             December 31, 1998           12.17798882         188,719.4
                                             December 31, 1999           10.60034923         223,367.6

Target Maturity 2015 Subaccount...........   December 31, 1999            9.95734955           5,000.0

Utilities Income Subaccount...............   December 31, 1997           11.67391319          33,306.9
                                             December 31, 1998           12.95932846         449,163.0
                                             December 31, 1999           15.00415356         806,463.3
</TABLE>


                                       9
<PAGE>

                                    OVERVIEW

         This overview  highlights some basic information about the two Variable
Annuity  Contracts  offered by First  Investors Life Insurance  Company  ("First
Investors Life",  "We",  "Us", or "Our") in this Prospectus.  They invest in the
same  underlying  investment  portfolios  but have  different  sales  charge and
expense  structures and different  death benefit  features.  Separate  Account C
Contracts are contracts that are sold with a front-end sales charge. They invest
in Separate Account C. Separate Account D Contracts are contracts which are sold
with a contingent  deferred sales charge.  They invest in Separate Account D. We
will not accept a purchase of a Separate  Account D Contract  with the  proceeds
from  a  surrender  of a  Separate  Account  C  Contract.  You  will  find  more
information about the Contracts beginning on page 12 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 13 Subaccounts.  Each Subaccount
invests  at net  asset  value  in  shares  of a  corresponding  "Fund"  of First
Investors  Life Series  Fund ("Life  Series  Fund"),  as shown in the  following
table.


       SUBACCOUNTS                                   FUND
       -----------                                   ----
     Blue Chip Subaccount                          Blue Chip Fund
     Cash Management Subaccount                    Cash Management Fund
     Discovery Subaccount                          Discovery Fund
     Focused Equity Subaccount                     Focused Equity 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
     Target Maturity 2015 Subaccount               Target Maturity 2015 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.


                                       10
<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 an open-end  management  investment
company  (commonly  known as a "mutual fund")  registered with the SEC under the
1940 Act.  Registration of the Life Series Fund does not involve  supervision by
the SEC of the management or investment practices or policies of the Life Series
Fund.  The Life Series Fund offers its shares only  through the  purchase of our
variable  annuity  contracts or variable life  insurance  policies.  It does not
offer its shares directly to the general  public.  The Life Series Fund reserves
the right to offer its shares to other separate  accounts of ours or directly to
us.

         First  Investors  Management  Company,  Inc.  (the  "Adviser")  is  the
investment  adviser of each Fund. The Adviser is a New York Corporation  located
at 95 Wall Street,  New York,  New York 10005.  The Adviser and Life Series Fund
have  retained  Wellington   Management   Company,  75  State  Street,   Boston,
Massachusetts  02109 ("WMC" or "Subadviser"),  to serve as the subadviser of the
International  Securities Fund and Growth Fund, and Arnhold and S. Bleichroeder,
Inc.,  1345  Avenue  of the  Americas,  New  York,  New  York  10105  ("ASB"  or
"Subadviser"),  to serve as the  subadviser of the Focused  Equity Fund. See the
Life  Series  Fund  Prospectus  for  more  information  about  the  Adviser  and
Subadviser  as well as the fees that each Fund paid for the  fiscal  year  ended
December 31, 1999.

         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.

                                       11
<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.



                             THE CONTRACTS IN DETAIL

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

         You may surrender all or a portion of the Accumulated  Value during the
Accumulation  Period.  For a discussion on withdrawals  during the  Accumulation
Period,  see "Full and Partial  Surrenders During the Accumulation  Period." For
Federal income tax  consequences  of a withdrawal,  see "Tax  Information."  The
exercise of any Contract right,  including the right to make a withdrawal during
the Accumulation Period, is subject to the terms and conditions of any qualified
trust or plan under which the Contracts are purchased.  This Prospectus contains
no information concerning such trust or plan.

         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.


                                       12
<PAGE>

         Contractowners with any inquiries concerning their account should write
to us at our Home Office, 95 Wall Street, New York, New York 10005.

PURCHASE PAYMENTS

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

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

         Your purchase  payments buy  Accumulation  Units of the Subaccounts and
not shares of the Funds in which the Subaccounts  invest.  We allocate  purchase
payments to the appropriate Subaccount or Subaccounts based on the next computed
value of an  Accumulation  Unit  following  receipt at our Home  Office or other
designated  office.  For  Separate  Account C, we make these  allocations  after
deductions  for sales expenses (see "Separate  Account  C-Sales Charge  Deducted
from  Purchase  Payments").  We  value  Accumulation  Units  at the  end of each
Valuation Date (i.e., as of the close of regular  trading on the NYSE,  normally
4:00 P.M., Eastern Time).

ALLOCATION OF NET PURCHASE PAYMENTS TO SUBACCOUNT(S)

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

         You may:

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

         SEPARATE ACCOUNT C - SALES CHARGE DEDUCTED FROM PURCHASE  PAYMENTS.  We

                                       13
<PAGE>

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.

<TABLE>
<CAPTION>


                                 DEDUCTION TABLE

                                                             SALES CHARGE AS % OF                 AMOUNT TO
                                                          PURCHASE        NET AMOUNT           DEALERS AS % OF
AMOUNT OF PURCHASE PAYMENT(S)                            PAYMENTS*         INVESTED          PURCHASE PAYMENTS
<S>                                                         <C>              <C>                    <C>
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
</TABLE>

 * Assumes that we have deducted no Premium taxes.

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

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

<TABLE>
<CAPTION>


                     CONTINGENT DEFERRED SALES CHARGE TABLE

- ---------------------------------------------------------------------------------------------------------------
           Contingent Deferred Sales Charge
           as a Percentage of Purchase Payments    Length of Time from Purchase Payment in Years
                     Surrendered
<S>                       <C>                                              <C>
                          7%                                               Less than 1
                          6%                                                   1-2
                          5%                                                   2-3
                          4%                                                   3-4
                          3%                                                   4-5
                          2%                                                   5-6
                          1%                                                   6-7
                          0%                                               More than 7
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

         You  will  not be  charged  a CDSC on  partial  surrenders  during  any
Contract Year up to the annual  Withdrawal  Privilege  Amount of 10% of Purchase
Payments.  You will be subject to a CDSC on any excess  over this  Amount at the
applicable  CDSC  percentage  in the  Table.  And,  of course,  this  Withdrawal
Privilege does not apply to full surrenders. In calculating such a CDSC, we will
assume  that  amount  on which you are  paying  the CDSC is  coming  first  from
surrenders of purchase  payments  (i.e.,  your cost basis in your  contract) and

                                       14
<PAGE>

thereafter from any Accumulated  Value other than purchase  payments (i.e., your
gain).  If you have made  purchase  payments at different  times,  your purchase
payments will be treated as being surrendered in the order that we have received
them (i.e., first-in, first-out).

      We will also not assess a CDSC:

         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, or

         o     for surrenders used to pay Premium taxes.

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

MORTALITY AND EXPENSE RISK CHARGES

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

         The  mortality  risk  that we  assume  arises  from our  obligation  to
continue to make Fixed or Variable  Annuity  payments,  determined in accordance
with the  provisions of the Contracts,  to each Annuitant  regardless of (a) how
long that person lives and (b) how long all payees as a group live. This assures
an Annuitant  that neither the  Annuitant's  own longevity nor an improvement in
life expectancy  generally will have any adverse effect on the variable  annuity
payments the Annuitant will receive under the Contract.  Moreover, these factors
may reduce the risk that the Annuitant will outlive the funds that the Annuitant
has accumulated for retirement. We also assume mortality risk as a result of our
guarantee  of a minimum  payment in the event of the death  prior to the Annuity
Commencement Date of the Annuitant under Separate Account C and the Annuitant or
the  Contractowner  named in the original  application  for the  Contract  under
Separate Account D.

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

         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

                                       15
<PAGE>

will not increase the administrative charges during the term of any Contract.

         CONTRACT MAINTENANCE CHARGE

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

         PREMIUM TAX CHARGE

         Some states assess Premium taxes at the time you:

         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,
1999 amounted to $5,497,137 or 1.00% of average net assets for Separate  Account
C and  $1,293,708  or 1.39% 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.

                                       16
<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 receipt       7th Contract
                                of Due Proof of Death             Anniversary

        $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  (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


                                       17
<PAGE>

Contract  is payable to (or for the benefit  of) the  Contractowner's  surviving
spouse, we need not make any distribution. The surviving spouse may continue the
Contract as the new  Contractowner.  If the Contractowner is also the Annuitant,
the spouse has the right to become the Annuitant  under the Contract.  Likewise,
if the  Annuitant  dies  and the  Contractowner  is not a  natural  person,  the
Annuitant's  surviving spouse has the right to become the  Contractowner and the
Annuitant.

   FULL AND PARTIAL SURRENDERS DURING THE ACCUMULATION PERIOD

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

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

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

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

         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.

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

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

     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 -


                                       18
<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. An annuity payable monthly during the lifetime
of the  Annuitant,  ceasing  with the last  payment  due before the death of the
Annuitant.  If you elect this Option,  annuity payments terminate  automatically
and  immediately  on the death of the Annuitant  without regard to the number or
total amount of payments received.

                                       19
<PAGE>

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

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

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

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

         Option  3  -  LIFE  ANNUITY  WITH  60,  120  OR  240  MONTHLY  PAYMENTS
GUARANTEED.  An annuity  payable  monthly  during the lifetime of the Annuitant,
with the  guarantee  that if, at his or her death,  payments  have been made for
less than 60, 120 or 240 monthly periods, as elected, we will continue to pay to
the  Beneficiary  any guaranteed  payments  during the remainder of the selected
period  and,  if the  Beneficiary  dies  after  the  Annuitant,  we will pay the
Beneficiary's  estate  the  present  value of the  remainder  of the  guaranteed
payments.  The present value of the  remaining  payments is the  discounted  (or
reduced) amount which would produce the total of the remaining payments assuming
that the discounted amount grew at the effective annual interest rate assumed in
the Annuity  Tables of the Contract.  Pursuant to the 1940 Act, the  Beneficiary
may also, at any time he or she is receiving guaranteed payments,  elect to have
us pay him or her the present  value of the remaining  guaranteed  payments in a
lump sum.

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

         ANNUITY ELECTION

         You may elect to have the net Accumulated  Value applied at the Annuity
Commencement  Date to  provide  a Fixed  Annuity,  a  Variable  Annuity,  or any
combination thereof.  After the Annuity Commencement Date, we allow no transfers
or redemptions where we are making payments based upon life  contingencies.  You
must  make  these  elections  in  writing  to us at our  Home  Office  or  other
designated office at least 30 days before the Annuity  Commencement Date. In the
absence of an election,  we make annuity payments on a variable basis only under
Annuity Option 3 above.  Option 3 is the Basic Annuity,  a Life Annuity with 120
Monthly Payments Guaranteed.

         DEATH OF CONTRACTOWNER DURING ANNUITY PERIOD

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

         DEATH OF ANNUITANT

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

         Unless  otherwise  provided  in  the  Beneficiary  designation,  if  no
Beneficiary survives the Annuitant,  the proceeds will be paid in one sum to the


                                       20
<PAGE>

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.


                                       21
<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 partial or total  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.

         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.


                                       22
<PAGE>

         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.

                             PERFORMANCE INFORMATION

         From  time to time,  Separate  Account  C and  Separate  Account  D may
advertise  several types of performance  information for the  Subaccounts.  Each


                                       23
<PAGE>

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

         The "total  return" of a Subaccount  is the total change in value of an
investment in the Subaccount  over a period of time,  expressed as a percentage.
"Average  annual  total  return" is the rate of return that would  produce  that
change in value over the specified period, if compounded annually.  For Separate
Account C, average  annual total  return and total  return  figures  include the
deduction of all expenses and fees,  including  the payment of the Mortality and
Expense Risk Charge of 1.00% and the maximum sales charge of 7.00%.  We may also
advertise these figures  without any sales charges,  but assuming the payment of
all recurring Separate Account charges, including the Mortality and Expense Risk
Charge of 1.00% (non-standardized performance information).

         For Separate Account D, average annual total return figures may reflect
the effect of the CDSC  (pursuant to a  standardized  formula  prescribed by the
SEC),  or may not reflect the effect of the CDSC  (non-standardized  performance
information). For Separate Account D, we may also advertise total return figures
on the same  basis as  average  annual  total  return  figures  (with or without
showing the effect of the CDSC).  Quotations of return not  reflecting  the CDSC
will be greater than those reflecting the CDSC.

         The "yield" of a Subaccount  refers to the income that an investment in
the Subaccount generates over a one-month or 30-day period (seven-day period for
the Cash Management  Account),  excluding  realized and unrealized capital gains
and losses in the  corresponding  Fund's  investments.  We then "annualize" this
income and show it as a percentage of the value of the Subaccount's Accumulation
Units.  We calculate the  "effective  yield" of the Cash  Management  Subaccount
similarly,  but,  when we  annualize  it, we  assume  the  reinvestment  in that
Subaccount  of any  income  earned  by  that  Subaccount.  The  Cash  Management
Subaccount's  effective  yield will be slightly higher than its yield due to the
compounding effect of this assumed reinvestment.

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

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

                                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

         o     shares not attributable to Contractowners,  would be voted in the
               same  proportion  that we  voted  shares  held in the  Subaccount


                                       24
<PAGE>

               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


         We sell the Contracts  solely through  individuals  who, in addition to
being  licensed  insurance  agents  of  First  Investors  Life,  are  registered
representatives  of FIC, which is an affiliate of First Investors Life. FIC is a
registered broker-dealer under the Securities Exchange Act of 1934, and a member
of the National  Association of Securities Dealers.  FIC's executive offices are
located at 95 Wall Street, New York, NY 10005. First Investors Life has reserved
the right to sell the Contracts directly.


                                       25
<PAGE>

FINANCIAL STATEMENTS


    The Statement of Additional Information, dated April 28, 2000, 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.


<PAGE>

                                TABLE OF CONTENTS

                         OF THE STATEMENTS OF ADDITIONAL

                                   INFORMATION

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



<PAGE>

                                   APPENDIX I

                             STATE AND LOCAL TAXES*






Alabama..........................--      Missouri......................--
Alaska...........................--      Nebraska......................--
Arizona..........................--      Nevada.............................3.5%
Arkansas.........................--      New Jersey....................--
California.......................2.35%   New Mexico....................--
Colorado.........................--      New York .....................--
Connecticut......................--      North Carolina ...............--
Delaware.........................--      Ohio..........................--
District of Columbia.............2.25%   Oklahoma......................--
Florida..........................1.00%   Oregon........................--
Georgia..........................--      Pennsylvania..................--
Illinois.........................--      Rhode Island..................--
Indiana..........................--      South Carolina................--
Iowa.............................2.00%   Tennessee.....................--
Kentucky.........................2.00%   Texas.........................--
Louisiana........................--      Utah..........................--
Maryland.........................--      Virginia......................--
Massachusetts....................--      Washington....................--
Michigan.........................--      West Virginia...................1.00%
Minnesota........................--      Wisconsin.....................--
Mississippi......................--      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.


                                       27
insert 377037
<PAGE>




















                             [FIRST INVESTORS LOGO]

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


<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 28, 2000

      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 28,  2000,  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 (800) 342-7963.

                               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













                                       1
<PAGE>


                              GENERAL DESCRIPTION



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



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


      The assets of each  Subaccount  of Separate  Account D are invested at net
asset  value  in  shares  of  the  corresponding   series  (each  a  "Fund"  and
collectively "Funds") of Life Series Fund. For example, the Blue Chip Subaccount
invests  in the  Blue  Chip  Fund,  the  Government  Subaccount  invests  in the
Government  Fund,  and so on. The Life Series  Fund's  Prospectus  describes the
risks  attendant to an investment in each Fund of Life Series Fund. The thirteen
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 Focused Equity 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,  First Investors Life Target Maturity
2015 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 years ended  December 31, 1997,  1998 and
1999 FIC received fees of $759,557, $2,492,528, and $2,334,271, respectively, 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
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


                                        3
<PAGE>

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:

                      1/n
            T=[(ERV/P)   ]-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,
1999 for each  Subaccount,  other than the Cash Management  Subaccount,  are set
forth in the following tables.









                                       5
<PAGE>


AVERAGE ANNUAL TOTAL RETURN(1)

                                                     Life of
                                    One Year       Subaccount(2)
                                    --------       -------------


Blue Chip Subaccount                 14.82%           14.72%
Discovery Subaccount                 17.25%            9.37%
Focused Equity Subaccount               N/A              N/A
Government Subaccount                -7.44%            1.20%
Growth Subaccount                    15.87%           19.29%
High Yield Subaccount                -3.86%            1.59%
International Securities             20.45%           12.55%
Investment Grade Subaccount         -10.73%            0.52%
Target Maturity 2007 Subaccount     -17.01%            0.77%
Target Maturity 2010 Subaccount     -19.16%            0.15%
Target Maturity 2015 Subaccount         N/A              N/A
Utilities Income Subaccount           7.56%           15.61%

TOTAL RETURN(1)

                                                     Life of
                                    One Year       Subaccount(2)
                                    --------       -------------

Blue Chip Subaccount                  14.82%           39.57%
Discovery Subaccount                  17.25%           24.30%
Focused Equity Subaccount                N/A           -4.88%
Government Subaccount                 -7.44%            2.95%
Growth Subaccount                     15.87%           53.44%
High Yield Subaccount                 -3.86%            3.90%
International Securities              20.45%           33.23%
Investment Grade Subaccount          -10.73%            1.27%
Target Maturity 2007 Subaccount      -17.01%            1.88%
Target Maturity 2010 Subaccount      -19.16%            0.36%
Target Maturity 2015 Subaccount          N/A           -7.51%
Utilities Income Subaccount            7.56%           42.20%


      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, 1999
for each Subaccount, other than the Cash Management Subaccount, are set forth in
the following tables.

- --------
(1) Some of the expenses for the underlying Funds were waived or reimbursed from
commencement  of  operations  through  December  31, 1999.  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 the Subaccounts, except for Focused Equity Subaccount
and Target  Maturity 2015  Subaccount,  is July 28, 1997. The Focused Equity and
Target Maturity 2015 Subaccounts commenced operations on November 8, 1999.

                                        6
<PAGE>


NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN(1)


                                                     Life of
                                    One Year     Subaccount(2)
                                    --------     -------------

Blue Chip Subaccount                  23.46%           17.17%
Discovery Subaccount                  26.07%           11.71%
Focused Equity Subaccount                N/A              N/A
Government Subaccount                 -0.47%            3.36%
Growth Subaccount                     24.59%           21.84%
High Yield Subaccount                  3.38%            3.76%
International Securities              29.51%           14.95%
Investment Grade Subaccount           -4.01%            2.67%
Target Maturity 2007 Subaccount      -10.77%            2.92%
Target Maturity 2010 Subaccount      -13.07%            2.29%
Target Maturity 2015 Subaccount          N/A              N/A
Utilities Income Subaccount           15.66%           18.08%

TOTAL RETURN(1)


                                                     Life of
                                    One Year     Subaccount(2)
                                    --------     -------------

Blue Chip Subaccount                  23.46%          46.92%
Discovery Subaccount                  26.07%          30.84%
Focused Equity Subaccount                N/A          -2.28%
Government Subaccount                 -0.47%           8.36%
Growth Subaccount                     24.59%          61.52%
High Yield Subaccount                  3.38%           9.36%
International Securities              29.51%          40.24%
Investment Grade Subaccount           -4.01%           6.60%
Target Maturity 2007 Subaccount      -10.77%           7.24%
Target Maturity 2010 Subaccount      -13.07%           5.64%
Target Maturity 2015 Subaccount          N/A          -0.55%
Utilities Income Subaccount           15.66%          49.68%


      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 Subaccount'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



- --------------
(1) Some of the expenses for the underlying Funds were waived or reimbursed from
commencement  of  operations  through  December  31, 1999.  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 the Subaccounts, except for Focused Equity Subaccount
and Target  Maturity 2015  Subaccount,  is July 28, 1997. The Focused Equity and
Target Maturity 2015 Subaccounts commenced operations on November 8, 1999.


                                        7
<PAGE>

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.

      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.








      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, 1999.



                                        8
<PAGE>

      Dividends per accumulation unit from net investment
      income (seven calendar days ended December 31, 1999)
      (Base Period).................................................$.001026800
      Annualized (365 day basis)*...................................$.053540284
      Average value per accumulation unit for the
      seven calendar days ended December 31, 1999......................$1.00
      Annualized historical yield per accumulation unit for the
      seven calendar days ended December 31, 1999.......................5.35%
      Effective Yield**.................................................5.48%
      Weighted average life to maturity of the
      portfolio on December 31, 1999 was 56 days

      *This  represents  the average of  annualized  net  investment  income per
      accumulation unit for the seven calendar days ended December 31, 1999.

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

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

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

                       RELEVANCE OF FINANCIAL STATEMENTS

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











                                        9
<PAGE>



















                                  APPENDICES



























                                       10
<PAGE>

                                   APPENDIX I

                                    EXAMPLE A


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



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

Where:

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

                                    EXAMPLE B


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



Accumulation Unit Value = A x B Where:

A = The Accumulation Unit Value for the immediately preceding Valuation
    Period.
    Assume....................................................... = $1.46328760

B = The Net Investment Factor for the current Valuation Period.
    Assume....................................................... =  1.01426438

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





                                       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                  A
                         --- - (CxD), if    --- is greater than CxD
                          B                  B

Where:


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

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

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

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

Then the number of Annuity Units Payable:

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

            =  18,458.18554633  -  3,498.44665320

            =  14,959.73889313

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

     14,959.73889313 x $1.12173107 = $16,780.80


                                       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:

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

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

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

Then, the Annuity Value is:

     $1.10071211 x 1.00083530 x 0.99990575 = $1.10152771


                                   EXAMPLE B


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



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

Where:


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

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

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


Number of Annuity Units  = A
                          ---
                           B

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

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

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:

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

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

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

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

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



                                       14
<PAGE>
















                           Financial Statements as of

                                December 31, 1999





















                                       15
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

    We have audited the  accompanying  balance  sheets of First  Investors  Life
Insurance  Company as of December 31, 1999 and 1998, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1999.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

    In our opinion,  the financial  statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Insurance  Company as of  December  31,  1999 and 1998,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with generally accepted accounting principles.

                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 18, 2000


<PAGE>



<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                            BALANCE SHEET

                                               ASSETS

                                                                        DECEMBER 31, 1999       DECEMBER 31, 1998
                                                                        -----------------       -----------------

<S>                                                                    <C>                      <C>
Investments (note 2):
  Available-for-sale securities.......................................     $109,081,845            $131,031,939
  Held-to-maturity securities.........................................       31,147,991               5,491,598
  Short term investments..............................................        4,179,510               3,982,209
  Policy loans........................................................       28,640,385              24,961,708
                                                                       ----------------          --------------

     Total investments................................................     173,049,731              165,467,454

Cash .................................................................        (729,147)                 113,094
Premiums and other receivables, net of allowances of
  $30,000 in 1999 and 1998............................................       6,391,696                6,297,635
Accrued investment income.............................................       3,204,950                3,473,067
Deferred policy acquisition costs (note 6)............................      24,607,577               20,873,233
Deferred Federal income taxes (note 7)     ...........................       1,868,000                  473,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $1,169,049 in 1999 and $1,110,857 in 1998...........          57,966                  102,448
Other assets..........................................................         118,396                   82,822
Separate account assets...............................................   1,058,703,230              821,105,059
                                                                       ---------------            -------------

     Total assets.....................................................  $1,267,272,399           $1,017,987,812
                                                                        ==============           ==============


                                LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:

Policyholder account balances (note 6)................................    $123,677,096             $118,786,854
Claims and other contract liabilities.................................      14,870,396               13,934,636
Accounts payable and accrued liabilities..............................       3,573,113                3,796,503
Separate account liabilities..........................................   1,058,229,265              821,105,059
                                                                        --------------            -------------

     Total liabilities................................................   1,200,349,870              957,623,052
                                                                        --------------            -------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares...............................       2,538,163                2,538,163
Additional paid in capital............................................       6,496,180                6,496,180
Accumulated other comprehensive income (note 2).......................        (908,000)               2,193,000
Retained earnings ....................................................      58,796,186               49,137,417
                                                                      ----------------            -------------

     Total stockholder's equity.......................................      66,922,529               60,364,760
                                                                      ----------------            -------------

     Total liabilities and stockholder's equity.......................  $1,267,272,399           $1,017,987,812
                                                                        ==============           ==============

See accompanying notes to financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                        FIRST INVESTORS LIFE INSURANCE COMPANY

                                         STATEMENT OF INCOME

                                                            YEAR ENDED          YEAR ENDED         YEAR ENDED
                                                         DECEMBER 31, 1999   DECEMBER 31,1998    DECEMBER 31,1997
                                                         -----------------   ----------------    ----------------

<S>                                                           <C>                 <C>               <C>
REVENUES

  Policyholder fees...................................        $26,171,703         $25,393,372       $24,826,454
  Premiums............................................          5,656,183           6,091,731         6,279,137
  Investment income (note 2)..........................         11,049,520          10,501,572        10,259,601
  Realized gain (loss) on investments.................         (1,190,548)            914,891           158,874
  Other income........................................            818,604             893,181           702,644
                                                           --------------       -------------     -------------

     Total income.....................................        42,505,462          43,794,747         42,226,710
                                                            ------------         -----------        -----------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......        10,571,181          13,803,921         14,370,510
  Dividends to policyholders..........................         1,390,300           1,749,579          1,033,663
  Amortization of deferred acquisition costs (note 6).           969,205           1,005,483            663,200
  Commissions and general expenses....................        14,848,007          15,553,605         15,445,888
                                                            ------------         -----------        -----------

     Total benefits and expenses......................        27,778,693          32,112,588         31,513,261
                                                            ------------         ------------       -----------

Income before Federal income tax .....................        14,726,769          11,682,159         10,713,449

Federal income tax (note 7):

  Current.............................................         4,865,000           3,682,000          4,285,000
  Deferred............................................           203,000             265,000           (603,000)
                                                             -----------        ------------        -----------

                                                               5,068,000           3,947,000          3,682,000
                                                            ------------        ------------        -----------


Net Income............................................      $  9,658,769        $  7,735,159        $ 7,031,449
                                                            ============        ============        ===========

Income per share, based on 534,350 shares outstanding
                                                                  $18.08              $14.48             $13.16
                                                            ============       =============        ===========

See accompanying notes to financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                  STATEMENT OF STOCKHOLDER'S EQUITY

                                                           YEAR ENDED           YEAR ENDED         YEAR ENDED
                                                       DECEMBER 31,1999      DECEMBER 31,1998   DECEMBER 31, 1997
                                                       ----------------      ----------------   -----------------

<S>                                                        <C>                  <C>                 <C>
Balance at beginning of year.............................  $60,364,760          $ 52,044,601        $ 44,049,152
                                                           -----------          ------------        ------------
Net income...............................................    9,658,769             7,735,159           7,031,449
Other comprehensive income
  Increase (decrease) in unrealized holding gains on
  available-for-sale securities..........................   (3,101,000)              585,000             964,000
                                                         -------------        --------------      --------------
Comprehensive income.....................................    6,557,769             8,320,159           7,995,449
                                                         -------------        --------------      --------------

Balance at end of year................................... $ 66,922,529          $ 60,364,760        $ 52,044,601
                                                          ============          ============        ============


                                       STATEMENT OF CASH FLOWS

                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED

                                                        DECEMBER 31, 1999   DECEMBER 31, 1998   DECEMBER 31,1997
                                                        -----------------   -----------------   ----------------
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received..........................$  25,827,717         $ 25,010,611       $  24,587,113
     Premiums received...................................    5,931,178            5,433,211           6,088,582
     Amounts received on policyholder accounts...........  124,375,574          132,528,386         125,818,334
     Investment income received..........................   11,726,193           10,630,564          10,263,095
     Other receipts......................................       73,652               91,864              57,287
     Benefits and contract liabilities paid.............. (129,416,853)        (142,124,914)       (138,420,373)
     Commissions and general expenses paid...............  (24,060,176)         (24,138,476)        (20,899,476)
                                                         -------------       --------------      --------------

     Net cash provided by operating activities...........   14,457,285            7,431,246           7,494,562
                                                         --------------      --------------      --------------

  Cash flows from investing activities:

     Proceeds from sale of investment securities.........   47,855,224           42,655,632          38,900,851
     Purchase of investment securities...................  (58,962,363)         (47,605,879)        (44,021,791)
     Purchase of furniture, equipment and other assets...      (13,710)             (79,322)            (62,170)
     Net increase in policy loans........................   (3,678,677)          (3,433,898)         (2,662,162)
     Investment in Separate Account .....................     (500,000)                 100             593,945
                                                         --------------      --------------        ------------

     Net cash used for investing activities..............  (15,299,526)          (8,463,367)         (7,251,327)
                                                         --------------      --------------       -------------

     Net increase (decrease) in cash.....................     (842,241)          (1,032,121)            243,235

Cash

  Beginning of year .....................................      113,094            1,145,215             901,980
                                                         -------------        -------------          ----------
  End of year ...........................................$    (729,147)       $     113,094      $    1,145,215
                                                         =============        =============      ==============

The Company  received a refund of Federal  income tax of $79,000 in 1997 and paid Federal income tax
of $5,075,000 in 1999, $4,400,000 in 1998 and $4,358,000 in 1997.

See accompanying notes to financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                       STATEMENT OF CASH FLOWS

                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DECEMBER 31, 1999   DECEMBER 31, 1998   DECEMBER 31, 1997
                                                        -----------------   -----------------   -----------------

<S>                                                          <C>               <C>                 <C>
Reconciliation of net income to net cash
  provided by operating activities:

         Net income........................................  $ 9,658,769       $ 7,735,159         $ 7,031,449

         Adjustments to reconcile net income to net cash
            provided by operating activities:
            Depreciation and amortization..................       66,281            82,342             117,804
            Amortization of deferred policy acquisition costs    969,205         1,005,483             663,200
            Realized investment (gains) losses.............    1,190,548          (914,891)           (158,874)
            Amortization of premiums and discounts on
              investments..................................      408,556           421,135             280,852
            Deferred Federal income taxes..................      203,000           265,000            (603,000)
            Other items not requiring cash - net...........       25,470              (660)              9,771

         (Increase) decrease in:
            Premiums and other receivables, net............      (94,061)       (1,548,536)           (750,889)
            Accrued investment income......................      268,117          (292,143)           (277,358)
            Deferred policy acquisition costs, exclusive
              of amortization..............................   (3,797,549)       (3,613,000)         (1,866,787)
            Other assets...................................      (43,663)           29,133               9,323

         Increase (decrease) in:
            Policyholder account balances..................    4,890,242         3,505,536           1,985,844
            Claims and other contract liabilities..........      935,760         1,386,540             357,815
            Accounts payable and accrued liabilities.......     (223,390)         (629,852)            695,412
                                                            ------------      ------------        ------------

                                                            $ 14,457,285       $ 7,431,246         $ 7,494,562
                                                            ============       ===========         ===========

See accompanying notes to financial statements.
</TABLE>




<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF FINANCIAL STATEMENTS

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

      (a) policy reserves are computed  according to the Company's  estimates of
   mortality,  investment  yields,  withdrawals and other benefits and expenses,
   rather than on the statutory valuation basis;

      (b) certain  expenditures,  principally  for  furniture  and equipment and
   agents'  debit   balances,   are  recognized  as  assets  rather  than  being
   non-admitted and therefore charged to retained earnings;

      (c) commissions   and other costs of acquiring new business are recognized
   as deferred  acquisition  costs and are  amortized  over the  premium  paying
   period of policies and contracts,  rather than charged to current  operations
   when incurred;

      (d) income tax effects of  temporary  differences,  relating  primarily to
   policy reserves and acquisition costs, are provided

      (e) the statutory  asset valuation and interest  maintenance  reserves are
   reported as retained earnings rather than as liabilities;

NOTE 2 -- OTHER SIGNIFICANT ACCOUNTING PRACTICES

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

      (b)  DEPRECIATION.  Depreciation is computed on the useful service life of
the depreciable  asset using the straight line method of depreciation over three
to seven years.

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

      HELD-TO-MATURITY SECURITIES

         Debt  securities  in which the  Company  has the  positive  intent  and
         ability to hold to maturity are recorded at amortized cost.

      AVAILABLE-FOR-SALE SECURITIES

         Debt  securities  not  classified  as held to maturity  securities  and
         equity  securities are recorded at fair value with unrealized gains and
         losses  excluded  from  earnings  and  reported as  "accumulated  other
         comprehensive income" in stockholder's equity.

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

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

<TABLE>
<CAPTION>
                                                          YEAR ENDED          YEAR ENDED            YEAR ENDED
                                                      DECEMBER 31,1999     DECEMBER 31, 1998     DECEMBER 31,1997
                                                      ----------------     -----------------     ----------------
<S>                                                        <C>                 <C>                 <C>
Interest on fixed maturities.............................  $ 9,589,859         $ 9,276,036         $ 9,029,979
Interest on short term investments.......................      243,945             226,544             307,656
Interest on policy loans.................................    1,714,441           1,465,497           1,268,834
                                                          ------------       -------------        ------------

     Total investment income.............................   11,548,245          10,968,077          10,606,469
     Investment expense..................................      498,725             466,505             346,868
                                                         --------------      -------------       -------------

Net investment income....................................  $11,049,520        $ 10,501,572        $ 10,259,601
                                                           ===========        ============        ============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                              NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  The amortized cost and estimated market values of investments at December 31, 1999 and 1998 are as
follows:
                                                                     GROSS             GROSS           ESTIMATED
                                                AMORTIZED          UNREALIZED        UNREALIZED          MARKET
                                                  COST               GAINS            LOSSES             VALUE
                                                  ----               -----            ------             -----

<S>                                             <C>            <C>               <C>               <C>
AVAILABLE-FOR-SALE SECURITIES
DECEMBER 31, 1999

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies...............................  $ 35,374,157   $           --    $     297,674     $  35,076,483
  Debt Securities issued by
   States of the U.S..........................       984,941               --           78,161           906,780
  Corporate Debt Securities...................    69,097,105          209,641        1,899,219        67,407,527
  Other Debt Securities ......................     5,966,094               --          275,039         5,691,055
                                              --------------    -------------    -------------   ---------------
                                                $111,422,297       $  209,641     $  2,550,093      $109,081,845
                                                ============       ==========     ============      ============

DECEMBER 31,1998

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies............................... $  28,353,391   $    1,703,441      $       912      $ 30,055,920
  Debt Securities issued by
   States of the U.S..........................    13,964,587          261,109            8,696        14,217,000
  Corporate Debt Securities...................    77,938,088        2,148,113          378,682        79,707,519
  Other Debt Securities.......................     6,676,873          374,627               --         7,051,500
                                              --------------    -------------   --------------   ---------------
                                                $126,932,939      $ 4,487,290     $    388,290      $131,031,939
                                                ============      ===========     ============      ============
</TABLE>

   At December  31, 1999 and 1998,  the Company had  "Unrealized  Holding  Gains
(Losses) on Available-For-Sale  Securities" of ($908,000) and $2,193,000, net of
applicable deferred income taxes and amortization of deferred acquisition costs.
The change in the Unrealized  Holding Gains (Losses) of  ($3,101,000),  $585,000
and  $964,000  for  1999,  1998 and  1997,  respectively  is  reported  as other
comprehensive income in stockholders' equity. During the year ended December 31,
1999,  the Company  reclassified  certain  investments  from  Available-For-Sale
securities   to   Held-To-Maturity    securities.   In   connection   with   the
reclassification,  $834,455 of unrealized  gains on such securities are included
in Accumulated Other Comprehensive  Income in Stockholder's  Equity and is being
amortized over the remaining life of the securities as an adjustment to yield.

<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
DECEMBER 31,1999
<S>                                             <C>               <C>           <C>                <C>

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,336,121      $    68,367   $        7,222     $   3,397,266
  Debt Securities issued by
   States of the U.S..........................    15,578,482               --        1,896,633        13,681,849
  Corporate Debt Securities...................     7,171,138               --          755,842         6,415,296
  Other Debt Securities.......................     5,062,250               --          632,074         4,430,176
                                              --------------   --------------       ----------      ------------
                                               $  31,147,991      $    68,367   $    3,291,771      $ 27,924,587
                                               =============      ===========      ===========      ============

DECEMBER 31,1998

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,381,598      $   223,647      $        --       $ 3,605,245
  Corporate Debt Securities...................     2,000,000          125,400               --         2,125,400
  Other Debt Securities.......................       110,000               --               --           110,000
                                              --------------     ------------        ---------     -------------
                                                $  5,491,598        $ 349,047      $        --       $ 5,840,645
                                                ============        =========      ===========       ===========
</TABLE>

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


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1999, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                       HELD TO MATURITY               AVAILABLE FOR SALE
                                                       ----------------               ------------------

                                                AMORTIZED        ESTIMATED         AMORTIZED       ESTIMATED
                                                  COST         MARKET VALUE         COST          MARKET VALUE
- --------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>             <C>               <C>
Due in one year or less.......................$    100,000    $     100,000   $    9,263,507    $    9,067,102
Due after one year through five years.........   3,346,121        3,407,266       23,841,639        23,782,165
Due after five years through ten years........   1,098,443          979,037       41,461,579        40,105,851
Due after ten years...........................  26,603,427       23,438,284       36,855,572        36,126,727
                                              ------------     ------------   ---------------   --------------
                                               $31,147,991      $27,924,587     $111,422,297      $109,081,845
                                               ===========      ===========     ============      ============
</TABLE>

    Proceeds from sales of investments  in fixed  maturities  were  $47,855,224,
$42,655,632 and $38,900,851 in 1999, 1998 and 1997, respectively. Gross gains of
$422,254 and gross losses of  $1,612,802  were  realized on those sales in 1999.
Gross gains of $977,442 and gross losses of $62,551 were realized on those sales
in 1998.  Gross gains of $374,583 and gross losses of $215,709  were realized on
those sales in 1997.

    (d)  RECOGNITION  OF  REVENUE,  POLICYHOLDER  ACCOUNT  BALANCES  AND  POLICY
BENEFITS

        TRADITIONAL ORDINARY LIFE AND HEALTH

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

        UNIVERSAL LIFE AND VARIABLE LIFE

           Revenues from  universal  life and variable  life policies  represent
        amounts assessed against policyholders. Included in such assessments are
        mortality charges, surrender charges and policy service fees.

           Policyholder  account  balances  on  universal  life  consist  of the
        premiums received plus credited interest, less accumulated  policyholder
        assessments. Amounts included in expense represent benefits in excess of
        policyholder  account  balances.  The value of policyholder  accounts on
        variable life are included in separate account  liabilities as discussed
        below.

        ANNUITIES

           Revenues from annuity  contracts  represent  amounts assessed against
        contractholders.   Such  assessments  are  principally   sales  charges,
        administrative  fees, and in the case of variable  annuities,  mortality
        and expense risk  charges.  The  carrying  value and fair value of fixed
        annuities  are  equal  to  the  policyholder  account  balances,   which
        represent the net premiums received plus accumulated interest.

    (e) SEPARATE ACCOUNTS.  Separate account assets and the related liabilities,
both of which are valued at market,  represent  segregated  variable annuity and
variable  life  contracts  maintained  in accounts  with  individual  investment
objectives.  All investment  income (gains and losses of these accounts) accrues
directly to the  contractholders and therefore does not affect net income of the
Company.


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    (f)  COMPREHENSIVE  INCOME.  For 1998,  the  Company  adopted  Statement  of
Financial  Accounting Standards No, 130 ("SFAS 130"),  "Reporting  Comprehensive
Income".  SFAS  130  establishes  the  disclosure   requirements  for  reporting
comprehensive  income in an entity's financial  statements.  Total comprehensive
income includes net income and unrealized gains and losses on available-for-sale
securities. Accumulated other comprehensive income, a component of stockholders'
equity,   was   formerly   reported   as   unrealized   gains   and   losses  on
available-for-sale  securities.  There was no impact on previously  reported net
income from the adoption of SFAS 130.

Note 3 -- Fair Value of Financial Instruments

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

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

NOTE 4 -- RETIREMENT PLANS

    The Company  participates in a non-contributory  profit sharing plan for the
benefit of its employees  and those of other  wholly-owned  subsidiaries  of its
parent. The Plan provides for retirement  benefits based upon earnings.  Vesting
of  benefits is based upon years of service.  For the years ended  December  31,
1999,  1998 and 1997,  the Company  charged  operations  approximately  $74,000,
$79,000 and $70,000 respectively for its portion of the contribution.

    The Company also has a  non-contributory  retirement plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$478,000 in 1999,  $475,000 in 1998 and $419,000 in 1997. The accrued  liability
of  approximately  $3,406,000 in 1999 and  $3,251,000 in 1998 was  sufficient to
cover the value of benefits provided by the plan.

    In addition,  the Company participates in a 401(k) savings plan covering all
of its eligible  employees and those of other  wholly-owned  subsidiaries of its
parent  whereby  employees  may  voluntarily  contribute a  percentage  of their
compensation with the Company matching a portion of the contributions of certain
employees. Contributions to this plan were not material.

NOTE 5 -- COMMITMENTS AND CONTINGENT LIABILITIES

    The Company has agreements with affiliates and non-affiliates as follows:

    (a) The Company's maximum retention on any one life is $100,000. The Company
reinsures a portion of its risk with other insurance  companies and reserves are
reduced by the amount of  reserves  for such  reinsured  risks.  The  Company is
liable for any obligations  that any reinsurance  company may be unable to meet.
The Company had reinsured  approximately  10% of its net life insurance in force
at December 31, 1999,  1998 and 1997.  The Company also had assumed  reinsurance
amounting to  approximately  19%, 20% and 20% of its net life insurance in force
at the respective year ends. None of these  transactions had any material effect
on the Company's operating results.


                     FIRST INVESTORS LIFE INSURANCE COMPANY

<PAGE>
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    (b) The Company and certain  affiliates share office space,  data processing
facilities and management  personnel.  Charges for these services are based upon
the Company's  proportionate share of: space occupied,  usage of data processing
facilities and time allocated to management. During the years ended December 31,
1999, 1998 and 1997, the Company paid approximately  $1,610,000,  $1,440,000 and
$1,114,000,   respectively,   for  these  services.  In  addition,  the  Company
reimbursed  an  affiliate  approximately  $10,501,000  in 1999,  $10,799,000  in
1998,and  $9,814,000  in  1997  for  commissions  relating  to the  sale  of its
products.

         The Company maintains a checking account with a financial  institution,
which is also a  wholly-owned  subsidiary  of its  parent.  The  balance in this
account was approximately $443,000 at December 31, 1999 and $387,000 at December
31, 1998.

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

NOTE 6 -- ADJUSTMENTS MADE TO STATUTORY ACCOUNTING PRACTICES

  Note 1 describes some of the common  differences  between statutory  practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1999,  1998 and 1997 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                           NET INCOME                         CAPITAL SHARES AND SURPLUS
                                                      YEAR ENDED DECEMBER 31                       AT DECEMBER 31
                                           ------------------------------------------   -----------------------------------------
                                                1999          1998            1997           1999           1998         1997
                                           -------------  ------------   ------------   ------------    -----------   -----------
<S>                                          <C>          <C>            <C>           <C>            <C>           <C>

Reported on a statutory basis ...........  $  8,813,513   $  6,191,762   $  5,809,629   $ 45,872,816   $ 37,991,708   $ 32,159,721
                                           ------------   ------------   ------------   ------------   ------------   ------------

Adjustments:
   Deferred policy acquisition costs (b)      2,828,344      2,607,517        351,239     24,607,577     20,873,233     18,446,716
   Future policy benefits (a) ...........      (901,121)    (1,259,673)       133,848     (5,161,385)    (4,260,262)    (3,000,589)
   Deferred income taxes ................      (203,000)      (265,000)       603,000      1,868,000        473,000      1,039,000
   Premiums due and deferred (e) ........       102,955         85,385         84,291     (1,086,477)    (1,189,428)    (1,274,816)
   Cost of collection and other statutory
      liabilities .......................        (4,228)        (6,185)          (924)        25,648         29,874         36,060
   Non-admitted assets ..................          --             --             --          236,793        218,959        224,411
   Asset valuation reserve ..............          --             --             --        2,065,557      1,691,873      1,325,986
   Interest maintenance reserve .........      (192,495)      (223,136)       (55,019)          --          436,803         56,112
   Gross unrealized holding gains on
      available-for-sale securities .....          --             --             --       (1,506,000)     4,099,000      3,032,000
   Net realized capital gains (losses) ..    (1,190,548)       914,891        158,874           --             --             --
   Other ................................       405,349       (310,402)       (53,489)          --             --             --
                                           ------------   ------------   ------------   ------------   ------------   ------------
                                                845,256      1,543,397      1,221,820     21,049,713     22,373,052     19,884,880
                                           ------------   ------------   ------------   ------------   ------------   ------------

In accordance with generally accepted
   accounting principles ................  $  9,658,769   $  7,735,159   $  7,031,449   $ 66,922,529   $ 60,364,760   $ 52,044,601
                                           ============   ============   ============   ============   ============   ============

Per share, based on 534,350 shares
   outstanding ..........................  $      18.08   $      14.48   $      13.16   $     125.24   $     112.97   $      97.40
                                           ============   ============   ============   ============   ============   ============
</TABLE>




<PAGE>
                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    The following is a description  of the  significant  policies used to adjust
the net income and capital shares and surplus from a statutory to a GAAP basis.

    (a) Liabilities  for future policy benefits have been computed  primarily by
the net level  premium  method with  assumptions  as to  anticipated  mortality,
withdrawals and investment yields. The composition of the policy liabilities and
the more significant assumptions pertinent thereto are presented below:

<TABLE>
<CAPTION>
             DISTRIBUTION OF LIABILITIES*                                     BASIS OF ASSUMPTIONS
- -------------------------------------------------------------------------------------------------------------

                                       YEARS
      1999             1998          OF ISSUE              INTEREST                    MORTALITY TABLE                   WITHDRAWAL
      ----             ----          --------              --------                    ---------------                   ----------
<S>                  <C>           <C>                      <C>            <C>                                           <C>

Non-par:
    $1,314,871       $ 1,458,458   1962-1967                4 1/2%         1955-60 Basic Select plus Ultimate             Linton B
     4,852,177         5,021,949   1968-1988                5 1/2%         1955-60 Basic Select plus Ultimate             Linton B
     2,093,102         2,403,257   1984-1988                7 1/2%         85% of 1965-70 Basic Select                    Modified
                                                                             plus Ultimate                                Linton B
       130,064           116,030   1989-Present             7 1/2%         1975-80 Basic Select plus Ultimate             Linton B
       118,686            63,482   1989-Present             7 1/2%         1975-80 Basic Select plus Ultimate             Actual
        25,240            26,682   1989-Present             8%             1975-80 Basic Select plus Ultimate             Actual
    33,668,196        33,158,902   1985-Present             6%             Accumulation of Funds                          --
Par:
       220,214           216,096   1966-1967                4 1/2%         1955-60 Basic Select plus Ultimate             Linton A
    12,886,598        13,141,191   1968-1988                5 1/2%         1955-60 Basic Select plus Ultimate             Linton A
       956,577           907,950   1981-1984                7 1/4%         90% of 1965-70 Basic Select
                                                                             plus Ultimate                                Linton B
     4,864,140         4,791,142   1983-1988                9 1/2%         80% of 1965-70 Basic Select
                                                                             plus Ultimate                                Linton B
    19,211,131        17,805,284   1990-Present             8%             66% of 1975-80 Basic Select
                                                                             plus Ultimate                                Linton B
Annuities:
    14,360,260        16,075,327   1976-Present             5 1/2%         Accumulation of Funds                          --
Miscellaneous:
    29,724,170        24,418,452   1962-Present             2 1/2%-3 1/2%  1958-CSO                                       None
</TABLE>

- ------------------
* The above  amounts are before  deduction  of deferred  premiums of $748,330 in
1999 and $817,348 in 1998.

    (b) The costs of acquiring new business, principally commissions and related
agency  expenses,  and  certain  costs  of  issuing  policies,  such as  medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions that were used for computing liabilities for future policy benefits.
Amortization  of $969,205 in 1999,  $1,005,483  in 1998 and $663,200 in 1997 was
charged to operations.

    (c)  Participating  business  represented  7.9% and 8.8% of individual  life
insurance in force at December 31, 1999 and 1998, respectively.

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

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

    (d) New York State  insurance  law  prohibits  the payment of  dividends  to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was $36,088,375,  $28,207,166 and $22,374,879 at December
31, 1999, 1998 and 1997, respectively.

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


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- FEDERAL INCOME TAXES

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

    Retained earnings at December 31, 1999 included approximately $146,000 which
is defined as "policyholders'  surplus" and may be subject to Federal income tax
at  ordinary  corporate  rates  under  certain  future   conditions,   including
distributions to stockholders.

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

<TABLE>
<CAPTION>
                                                                                           1999                   1998
                                                                                     ------------------    -------------------

<S>                                                                                     <C>                   <C>
Policyholder dividend provision....................................................     $   (471,717)         $      (448,300)
Non-qualified agents' pension plan reserve.........................................       (1,306,579)              (1,262,900)
Deferred policy acquisition costs..................................................        3,535,251                2,956,800
Future policy benefits.............................................................       (3,042,310)              (2,835,100)
Bond discount......................................................................           47,677                   35,900
Unrealized holding gains (losses) on Available-For-Sale Securities.................         (468,000)               1,130,000
Capital loss carryover.............................................................         (100,759)                       -
Other..............................................................................          (61,563)                 (49,400)
                                                                                      ---------------       ------------------
                                                                                      $   (1,868,000)          $     (473,000)
                                                                                      ===============          ===============
</TABLE>

    The currently payable Federal Income tax provision of $4,865,000 for 1999 is
net of a $311,000 Federal tax benefit resulting from a capital loss carryback of
$914,891.
<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

         We have  audited  the  statement  of assets  and  liabilities  of First
Investors Life Variable  Annuity Fund D (a separate  account of First  Investors
Life  Insurance  Company,  registered  as a  unit  investment  trust  under  the
Investment  Company  Act of 1940),  as of  December  31,  1999,  and the related
statements of  operations  for the year then ended and changes in net assets for
each of the two years in the period then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of First Investors Life
Variable  Annuity  Fund D as of  December  31,  1999,  and  the  results  of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 18, 2000


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1999
<TABLE>
ASSETS
<S>                                                                            <C>
  Investments at net asset value (Note 3):
    First Investors Life Series Fund.....................................      $126,591,909
                                                                               ------------

LIABILITIES
  Payable to First Investors Life Insurance Company......................           377,326
  Other Liabilities......................................................         4,830,365
                                                                               ------------
        Total Liabilities................................................         5,207,691
                                                                               ------------
NET ASSETS...............................................................      $121,384,218
                                                                               ============

Net assets represented by Contracts in accumulation period...............      $121,384,218
                                                                               ============
</TABLE>



See notes to financial statements.


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                             STATEMENT OF OPERATIONS

                          Year ended December 31, 1999
<TABLE>
<S>                                                                            <C>
INVESTMENT INCOME
  Income:
    Dividends............................................................      $  2,614,423
                                                                               ------------

        Total income.....................................................         2,614,423
                                                                               ------------

  Expenses:
    Mortality and expense risks (Note 4).................................         1,293,708
    Administrative Charges (Note 4)......................................            28,958
                                                                               ------------

        Total expenses...................................................         1,322,666
                                                                               ------------

NET INVESTMENT INCOME....................................................         1,291,757
                                                                               ------------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of period....................................................         5,309,599
  End of period..........................................................        21,700,458
                                                                               ------------

Change in unrealized appreciation on investments.........................        16,390,859
                                                                               ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.....................      $ 17,682,616
                                                                               ============
</TABLE>



See notes to financial statements.


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                       STATEMENTS OF CHANGES IN NET ASSETS

                            Years ended December 31,

<TABLE>
<CAPTION>
                                                                                     1999          .  1998
                                                                                     ----             ----
<S>                                                                              <C>               <C>
Increase in Net Assets
    From Operations

       Net investment income ................................................      $1,291,757         $722,068
       Change in unrealized appreciation on investments......................      16,390,859        5,204,905
                                                                                 ------------      -----------

       Net increase in net assets resulting from operations..................      17,682,616        5,926,973
                                                                                 ------------      -----------
    From Unit Transactions

       Net insurance premiums................................................      42,227,186       45,368,185
       Contract payments.....................................................     (2,893,809)        (748,864)
                                                                                 ------------      -----------

       Increase in net assets derived from unit transactions.................      39,333,377       44,619,321
                                                                                 ------------      -----------

          Net increase in net assets.........................................      57,015,993       50,546,294

Net Assets
    Beginning of year........................................................      64,368,225       13,821,931
                                                                                 ------------      -----------
    End of year..............................................................    $121,384,218      $64,368,225
                                                                                 ============      ===========
</TABLE>



See notes to financial statements.


<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND D

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

NOTE 1 -- ORGANIZATION

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

NOTE 2 -- SIGNIFICANT ACCOUNTING PRACTICES

      INVESTMENTS

           Shares of the Fund held by Separate Account D are valued at net asset
      value per share. All  distributions  received from the Fund are reinvested
      to purchase additional shares of the Fund at net asset value.

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

NOTE 3 -- INVESTMENTS

<TABLE>
      Investments consist of the following:
                                                                      Net Asset       Market
                                                         Shares        Value           Value              Cost
                                                         ------        -----           -----              ----
<S>                                                     <C>         <C>            <C>             <C>
First Investors Life Series Fund

    Cash Management..................................   2,376,382   $    1.00      $  2,376,382    $  2,376,382
    High Yield.......................................     482,128       11.19         5,394,010       5,552,866
    Growth...........................................     812,704       43.06        34,997,086      27,075,424
    Discovery........................................     372,590       33.96        12,652,674      10,074,403
    Blue Chip........................................   1,070,628       32.14        34,408,737      26,895,292
    International Securities.........................     504,990       24.62        12,432,010       9,577,287
    Focused Equity...................................      44,011       10.25           451,250         437,551
    Government.......................................     146,407        9.92         1,452,381       1,479,536
    Investment Grade.................................     234,111       10.97         2,568,599       2,672,452
    Utilities Income.................................     690,467       17.55        12,115,824      10,458,009
    Target Maturity 2007.............................     425,879       11.94         5,084,750       5,439,165
    Target Maturity 2010...........................       200,053       11.85         2,370,648       2,566,103
    Target Maturity 2015...........................        30,236        9.51           287,558         300,000
                                                                                   ------------    ------------
                                                                                   $126,591,909    $104,904,470
                                                                                   ============    ============
</TABLE>


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

      As of December 31, 1999 FIL held shares in the Target Maturity 2015 Series
in the amount of $236,983.

NOTE 4 -- MORTALITY AND EXPENSE RISKS AND DEDUCTIONS

      In  consideration  for its  assumption  of the mortality and expense risks
connected with the Variable Annuity Contracts, FIL deducts an amount equal on an
annual  basis to 1.25% of the daily net asset  value of  Separate  Account D. An
additional  administrative charge equal on an annual basis to 0.15% of the daily
net  asset  value  is  deducted.  The  total  of  these  deductions  in 1999 was
$1,293,708.

      An  annual  contract  maintenance  charge  of $30  is  deducted  from  the
accumulated  value of the contract on the last business day of the contract year
or on the date of surrender of the contract,  if earlier.  The deduction for the
year ended December 31, 1999 was $28,958.

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


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

ITEM 24.   Financial Statements and Exhibits

     (a)   Financial Statements:


           The financial  statements for the period ending December 31, 1999 for
           First  Investors  Life  Insurance  Company and First  Investors  Life
           Variable  Annuity Fund D are included in Part B of this  Registration
           Statement.


     (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
<PAGE>

                  refund of premium  payment  upon request for  cancellation  of
                  Contract prior to delivery of Contract. /2/

           5.     Form of  application  used with  Individual  Variable  Annuity
                  Contracts 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.  (Filed herewith.)

           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.



                                      C-2
<PAGE>



ITEM 25.   Directors and Officers of the Depositor

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

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

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

Carol Lerner Brown                                      Secretary

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


William H. Drinkwater                                   Director and President


Lawrence M. Falcon                                      Senior Vice President & Comptroller


Richard H. Gaebler                                      Director


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


                                      C-3
<PAGE>



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

William M. Lipkus                                       Vice President & Chief Financial Officer
581 Main Street
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


Clark D. Wagner                                         Director

Karen T. Slattery                                       Assistant Vice President

</TABLE>


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.


                                      C-4
<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.


                                      C-5
<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 April  21,  2000,  the  number  of  owners  of  variable  annuity
contracts offered by First Investors Life Variable Annuity Fund D was 1,865.


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.


                                 C-6
<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

           First Investors Corporation is Sponsor of:

                  First Investors  Single Payment and Periodic  Payment
                     Plans I for Investment in First  Investors  Global
                     Fund, Inc.


                                      C-7
<PAGE>

                  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:
<TABLE>
<CAPTION>

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




Lawrence A. Fauci                                       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

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

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


                                      C-8
<PAGE>

Elizabeth Reilly                                        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                                         Senior Vice President

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

</TABLE>

     (c)   Not Applicable.

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:

     (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.


                                      C-9
<PAGE>

     (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.


                                      C-10
<PAGE>

SIGNATURES
- ----------


     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant  represents that this Amendment meets all the  requirements
for effectiveness  pursuant to Rule 485(b) under the Securities Act of 1933, and
has caused this  Amendment to be signed on its behalf,  in the City of New York,
and State of New York, on the 20th day of April, 2000.

                              FIRST INVESTORS LIFE VARIABLE
                                 ANNUITY FUND D

                                  (Registrant)

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


                              By: /s/ William H. Drinkwater
                                  -------------------------
                                  William H. Drinkwater
                                    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/ William H. Drinkwater       President                 April 20, 2000
- -------------------------       and Director
William H. Drinkwater


/s/ William M. Lipkus          Vice President and         April 20, 2000
- ---------------------           Chief Financial
William M. Lipkus                Officer


<PAGE>



/s/ Glen O. Head
- ----------------
Glen O. Head                   Chairman and Director      April 20, 2000
Richard H. Gaebler*            Director                   April 20, 2000
Jay G. Baris*                  Director                   April 20, 2000
Scott Hodes*                   Director                   April 20, 2000
Jackson Ream*                  Director                   April 20, 2000
Nelson Schaenen Jr.*           Director                   April 20, 2000
John T. Sullivan*              Director                   April 20, 2000
Kathryn S. Head*               Director                   April 20, 2000
Glenn T. Dallas*               Director                   April 20, 2000
/s/ Clark D. Wagner
- -------------------
Clark D. Wagner                Director                   April 20, 2000




* By: /s/ Glenn O. Head
      -----------------
      Glenn O. Head
      Attorney-In-Fact
      Pursuant to Powers of
      Attorney previously filed
<PAGE>
INDEX TO EXHIBITS

Exhibit

Number                                Exhibit
- ------                                -------

10                                    Consent of Independent Public Accounts


                                                                      Exhibit 10
                                                                      ----------


                              TAIT, WELLER & BAKER
                          CERTIFIED PUBLIC ACCOUNTANTS

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
First Investors Life Insurance Company
95 Wall Street
New York, NY  10005


      We hereby  consent  to the use in  Post-Effective  Amendment  No. 5 to the
Registration  Statement  on Form N-4 (File No.  333-26341)  of our report  dated
February  18, 2000  relating to the December 31, 1999  financial  statements  of
First  Investors Life Variable  Annuity Fund D and our report dated February 18,
2000 relating to the December 31, 1999 financial  statements of First  Investors
Life Insurance Company, which are included in said Registration Statement.

                                          /s/ TAIT, WELLER & BAKER
                                          TAIT, WELLER & BAKER



Philadelphia, Pennsylvania
April 19, 2000


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