FIRST INVESTORS SGL P&PP FOR INV IN FIR INV INS TAX EX FUN I, 485BPOS, 1995-04-12

FIRST INVESTORS SGL P&PP FOR INV IN FIR INV INS TAX EX FUN I
485BPOS, 1995-04-12

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<PAGE>

As filed with the Securities and Exchange Commission on April , 1995

Registration No. 2-64537
811-2691

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------

Post-Effective Amendment No. 18

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF A UNIT INVESTMENT TRUST
REGISTERED ON FORM N-8B-2
PURSUANT TO THE INVESTMENT
COMPANY ACT OF 1940

FIRST INVESTORS SINGLE PAYMENT AND PERIODIC
PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.
(Name of Trust)

FIRST INVESTORS CORPORATION
(Name of Depositor)

95 Wall Street
New York, New York 10005
(Complete address of depositor's principal
executive offices)

Mr. Larry R. Lavoie
Secretary and General Counsel
First Investors Corporation
95 Wall Street
New York, New York 10005
(Name and complete address of agent for service)

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

It is proposed that this filing will become effective on April 17, 1995 pursuant
to paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of securities under the
Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for its fiscal
year ending December 31, 1994 on February 21, 1995.

<PAGE>

TABLE OF CONTENTS

TO FORM S-6

Contents of Post-Effective Amendment No. 18 to Registration Statement of First
Investors Single Payment and Periodic Payment Plans for Investment in First
Investors Insured Tax Exempt Fund, Inc.

1. The Facing Page

2. The Prospectus consisting of 45 pages

3. The Signature Page

4. Consent of Accountants

5. Powers of Attorney

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND PERIODIC PAYMENT
PLANS FOR INVESTMENT IN FIRST INVESTORS
INSURED TAX EXEMPT FUND, INC.

CROSS-REFERENCE SHEET

N-8B-2
Item No. Location
- -------- --------

1-8 Organizational and General Front Cover; Concerning the
Information Sponsor, First Investors
Corporation; Concerning the
Duties of the Custodian and
the Sponsor; Registration and
Legality of Offering;
Agreements

9 Material Litigation Concerning the Duties of the
Custodian and the Sponsor

10 General Information Rights and Privileges of
Concerning the Securities of Planholders; Method of
the Trust and the Rights of Investing Payments and
Holders Distributions; Method of
Selling Shares in the Event of
Partial Liquidation or
Complete Termination; Income
Dividends and Capital Gains
Distributions; Substitution of
Other Shares as the Underlying
Investment of the Plans;
Termination of the Plans

11-12 Information Concerning the Front Cover; Underlying
Securities Underlying the Investment; Concerning the
Trust's Securities Duties of the Custodian and
the Sponsor; Agreements

13 Information Concerning Statistical Data Applicable to
Loads, Fees, Charges and First Investors Plans;
Expenses Allocation of Monthly Payments
and Deductions; Deductions
Single Payment Plans; Combined
Plans for Discount; Letter of
Intent; Agreements; Other
Deductions From Assets or
Distributions; Rights and
Privileges of Planholders;
Termination of Plans

14-24 Information Concerning the Operation of a Periodic
Operations of the Trust Payment Plan; Single Payment

<PAGE>

N-8B-2
Item No. Location
- -------- --------

Plan; Method of Investing
Payments and Distributions;
Termination of Plans; Other
Deductions From Assets or
Distributions; Rights and
Privileges of Planholders;
Concerning the Duties of the
Custodian and the Sponsor;
Concerning the Sponsor, First
Investors Corporation

25-27 Organization and Operations Concerning the Sponsor, First
of Depositor Investors Corporation

28 Officials and Affiliated Concerning the Sponsor, First
Persons of Depositor Investors Corporation; General

29 Companies Owning Securities General
of Depositor

30 Controlling Persons Not Applicable

31-34 Compensation of Officers and Concerning the Sponsor, First
Directors of Depositor Investors Corporation

35-38 Distribution of Securities Agreements; Statistical Data
Applicable to First Investors
Plans

41-43 Information Concerning Concerning the Sponsor, First
Principal Underwriter Investors Corporation; General

44-45 Offering Price or Pertinent Provisions of the
Acquisition Valuation of Prospectus of First Investors
Securities of the Trust Insured Tax Exempt Fund, Inc.
(File No. 2-57473)
incorporated herein by
reference

46 Redemption Valuation of Pertinent Provisions of the
Securities of the Trust Prospectus of First Investors
Insured Tax Exempt Fund, Inc.
(File No. 2-57473)
incorporated herein by
reference

47 Purchase and Sale of Rights and Privileges of
Interests in Underlying Shareholders; Method of
Securities from and to Investing Payments and
Security Holders Distributions; Method of
Selling Shares in the Event of
Partial Liquidation or
Complete Termination

<PAGE>

N-8B-2
Item No. Location
- -------- --------

48-50 Information Concerning the Concerning the Duties of the
Trustee or Custodian Custodian and the Sponsor;
Custodian, Bookkeeping and
Maintenance Fees; Other
Deductions From Assets or
Distributions

51 Information Concerning Not Applicable
Insurance of Holders of
Securities

52 Policy of Registrant Substitution of Other Shares
as the Underlying Investment
of the Plans; Rights and
Privileges of Planholders

53 Regulated Investment Company Tax Status

54-58 Financial and Statistical Illustration of a Plan Under
Information First Investors Corporation
Contractual Plans for
Investment in First Investors
Insured Tax Exempt Fund, Inc.;

59 Financial Statements Financial Statements and
Report of Independent
Certified Public Accountants

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

First Investors Corporation ("FIC" or "Sponsor"), as Sponsor, offers the
following long term investment programs providing for investment in First
Investors Insured Tax Exempt Fund, Inc. (the "Fund"). THE MUNICIPAL BONDS IN
THE FUND'S PORTFOLIO ARE INSURED AS TO TIMELY PAYMENTS OF PRINCIPAL AND
INTEREST BY THE ISSUER OR UNDER AN INSURANCE POLICY WRITTEN BY AN INDEPENDENT
INSURANCE COMPANY. INSURANCE DOES NOT PROTECT AGAINST FLUCTUATIONS IN THE
MARKET VALUE OF THE MUNICIPAL BONDS IN THE FUND'S PORTFOLIO OR IN THE NET ASSET
VALUE OF THE FUND'S SHARES AND DOES NOT REMOVE MARKET RISK. FOR MORE
INFORMATION REGARDING THE FUND'S INSURANCE COVERAGE, SEE "INSURANCE" IN THE
FUND'S PROSPECTUS.

SINGLE PAYMENT PLANS-The sales charge on these plans, as a percent of the
offering price, ranges from 6.25% on a $1,000 Plan to 2.50% on a $500,000 but
under $1,000,000 Plan, which is 6.67% to 2.56%, respectively, of the net amount
invested. The sales charge is the only deduction from the initial investment.
There is no sales charge on single payment plans of $1,000,000 or more.

PERIODIC PAYMENT PLANS-These plans provide for regular monthly payments for
10 or 15 years. The sales charge on 10-Year Plans ranges from 6.15% on $6,000
Plans ($50 per month) to 4.40% on $120,000 Plans ($1,000 per month) of total
payments and from 6.76% to 4.61% of the net amount invested, respectively. Total
deductions range from 10.07% to 4.88% of the net amount invested, respectively.
Plans in excess of $120,000 are subject to a sales charge of 4.40% (reducing to
3.40% on Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and
1.40% on Plans of $1,000,000 and over). Plans are also subject to maintenance
and custodian fees.

The sales charge on 15-Year Plans ranges from 6.15% on $9,000 Plans ($50
per month) to 4.40% on $180,000 Plans ($1,000 per month) of total payments and
from 6.77% to 4.61% of the net amount invested, respectively. Total deductions
range from 10.08% to 4.88% of the net amount invested, respectively. Plans in
excess of $180,000 are subject to a sales charge of 4.40% (reducing to 3.40% on
Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and 1.40% on
Plans of $1,000,000 and over). Plans are also subject to maintenance and
custodian fees.

A double initial payment is required on all Periodic Payment Plans. The
Planholder's net payments, after deducting all applicable fees, are invested in
Class A shares ("shares") of the Fund at net asset value. The value of Fund
shares is subject to fluctuations in accordance with the market value of the
securities it holds for investment. Furthermore, the provisions of the Periodic
Payment Plans are such that a substantial part of the costs of the Plan is
charged the first year: in fact, 50% of the first 13 monthly payments is
deducted as a sales charge. For example, even after application of the "refund
privileges" described herein under "Refund Privileges," total charges of a
minimum Periodic Payment Plan would amount to 15% of total payments if the Plan
were carried for any period of time between forty-five days and eighteen months.
Moreover, if such a minimum Plan were carried for nineteen months, total charges
would amount to 37.14% of total payments under the 10-year Plan and 37.75% under
the 15-year Plan; they would amount to 29.16% and 30.07%, respectively, under
the 10- and 15-year Plans, if carried for two years. Therefore, it is obvious
that a loss would be incurred in the event of early withdrawal or termination by
a Planholder or if the Planholder redeemed his or her underlying Fund shares at
a time when their redemption value is less than their cost to the Planholder.
Consideration should be given to these factors by a prospective Planholder who
should be reasonably certain of his or her ability to continue the Plan to
completion before considering this long-term investment program.

Shares of the Fund may also be purchased outright at a sales charge not in
excess of 6.25%, without penalty for early termination or payment of the
maintenance and custodian fees and service charges applicable to the Plans
offered hereby. (See the prospectus of the Fund and "Statistical Data Applicable
to First Investors Plans" in this Prospectus.) Direct purchases of Fund shares
enable the investor to put more of his or her money to work immediately and over
the life of a Fund account than would be possible under the life of the Periodic
Payment Plan offered hereby. Prepayment of all or any part of the first 13
payments under the Periodic Payment Plan produces a smaller net investment after
deduction of applicable charges than would result from direct investment of the
same amount in shares of the Fund. Such prepayment would increase possible loss
in the event of early termination. An investor has (a) a 45-day right of
withdrawal, and (b) a right to receive during the first 18 months (or 28 months,
if applicable) of the Plan the value of his or her account and a portion of the
sales charges paid prior to his or her withdrawal. For a full discussion of
these withdrawal rights, see "Refund Privileges" in this Prospectus.

This Prospectus sets forth concisely the information about the Plans that a
prospective investor should know before investing and should be kept for future
reference. For a discussion of regulatory matters involving FIC, certain
corporate affiliates of FIC, and certain of the Fund's officers and directors,
investors should see "Sponsor and Underwriter-Regulatory Matters."

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

The date of this Prospectus is April 17, 1995

<PAGE>

ALLOCATION OF MONTHLY PAYMENTS AND DEDUCTIONS* 10-YEAR PLANS

SALES CHARGE
--------------------------------------------------------
From From Each
Each of Subse- % of Sales
Aggregate the First quent Total Charge to
Monthly Amount of 13 Monthly Monthly Sales Aggregate
Payments Payments Payments** Payment Charge Payments
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

$ 50 $ 6,000 $ 24.75 $ .44 $ 368.83 6.15%
75 9,000 37.00 .68 553.76 6.15
100 12,000 49.50 .88 737.66 6.15
125 15,000 62.00 1.09 922.63 6.15
150 18,000 74.50 1.29 1,106.53 6.15
167 20,040 82.95 1.44 1,232.43 6.15
175 21,000 87.25 1.47 1,291.54 6.15
200 24,000 99.50 1.71 1,476.47 6.15
225 27,000 112.00 .65 1,525.55 5.65
250 30,000 124.50 .71 1,694.47 5.65
300 36,000 149.50 .85 2,034.45 5.65
350 42,000 174.50 .98 2,373.36 5.65
400 48,000 199.50 1.11 2,712.27 5.65
425 51,000 161.50 6.12 2,754.34 5.40
500 60,000 190.00 7.20 3,240.40 5.40
750 90,000 280.00 11.40 4,859.80 5.40
1000 # 120,000 325.00 9.86 5,280.02 4.40

MAINTENANCE
AND PERCENTAGE
CUSTODIAN RELATIONSHIP
FEES* OF TOTAL CHARGES
--------------------- -----------------------
Fee Per Net To To Net
Pay- Total Total Investment Aggregate Invest-
ment Fee Charges in Fund Payments ment
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

$1.50 $180.00 $ 548.83 $ 5,451.17 9.15% 10.07%
2.00 240.00 793.76 8,206.24 8.82 9.67
2.00 240.00 977.66 11,022.34 8.15 8.87
2.00 240.00 1,162.63 13,837.37 7.75 8.40
2.00 240.00 1,346.53 16,653.47 7.48 8.09
2.00 240.00 1,472.43 18,567.57 7.35 7.93
2.00 240.00 1,531.54 19,468.46 7.29 7.87
2.00 240.00 1,716.47 22,283.53 7.15 7.70
2.50 300.00 1,825.55 25,174.45 6.76 7.25
2.50 300.00 1,994.47 28,005.53 6.65 7.12
2.50 300.00 2,334.45 33,665.55 6.48 6.93
2.50 300.00 2,673.36 39,326.64 6.37 6.80
2.50 300.00 3,012.27 44,987.73 6.28 6.70
2.50 300.00 3,054.34 47,945.66 5.99 6.37
2.50 300.00 3,540.40 56,459.60 5.90 6.27
2.50 300.00 5,159.80 84,840.20 5.73 6.08
2.50 300.00 5,580.02 114,419.98 4.65 4.88

<FN>
* After a period of ten years from the date of a Plan or in the event no
payment has been made for a period of one year, the Plan is subject to
annual maintenance and custodian fees of 25/100 of 1% per year of the total
agreed payments (minimum $3.00 and maximum $30.00 per year) deducted from
dividend and capital gain distributions (whether paid in cash or additional
Fund shares) or from the proceeds of the redemption of Fund shares to the
extent that dividend and capital gain distributions are insufficient.

** A double initial payment is required on all Periodic Payment Plans and
deductions from this payment are double. The next regular scheduled
payment becomes due one month from the date of the initial payment.

# Periodic Payment Plans of larger denominations may be issued subject to
deductions for sales charges of 4.40% on Plans of $120,000 and over, 3.40%
on Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and
1.40% on Plans of $1,000,000 and over. Deductions will be made on the same
proportionate basis as in the $1,000 per month Plan and maintenance and
custodian fees will be $300.

</TABLE>

2
<PAGE>

ALLOCATION OF MONTHLY PAYMENTS AND DEDUCTIONS* 15-YEAR PLANS

$ 50 $ 9,000 $ 24.75 $ 1.39 $ 553.88 6.15%
75 13,500 37.00 2.09 830.03 6.15
100 18,000 49.50 2.78 1,107.76 6.15
125 22,500 62.00 3.46 1,383.82 6.15
150 27,000 74.50 3.34 1,526.28 5.65
167 30,060 82.95 3.71 1,697.92 5.65
175 31,500 87.25 3.87 1,780.54 5.65
200 36,000 99.50 4.43 2,033.31 5.65
225 40,500 112.00 4.98 2,287.66 5.65
250 45,000 124.50 5.53 2,542.01 5.65
300 54,000 149.50 5.82 2,915.44 5.40
350 63,000 174.50 6.79 3,402.43 5.40
400 72,000 199.50 7.75 3,887.75 5.40
500 90,000 190.00 14.31 4,859.77 5.40
600 108,000 200.00 12.89 4,752.63 4.40
750 135,000 205.00 19.61 5,939.87 4.40
1000 # 180,000 250.00 27.96 7,919.32 4.40

$ 1.50 $270.00 $ 823.88 $ 8,176.12 9.15% 10.08%
2.00 360.00 1,190.03 12,309.97 8.82 9.67
2.00 360.00 1,467.76 16,532.24 8.15 8.88
2.00 360.00 1,743.82 20,756.18 7.75 8.40
2.00 360.00 1,886.28 25,113.72 6.99 7.51
2.00 360.00 2,057.92 28,002.08 6.85 7.35
2.00 360.00 2,140.54 29,359.46 6.80 7.29
2.00 360.00 2,393.31 33,606.69 6.65 7.12
2.50 450.00 2,737.66 37,762.34 6.76 7.25
2.50 450.00 2,992.01 42,007.99 6.65 7.12
2.50 450.00 3,365.44 50,634.56 6.23 6.65
2.50 450.00 3,852.43 59,147.57 6.11 6.51
2.50 450.00 4,337.75 67,662.25 6.02 6.41
2.50 450.00 5,309.77 84,690.23 5.90 6.27
2.50 450.00 5,202.63 102,797.37 4.82 5.06
2.50 450.00 6,389.87 128,610.13 4.73 4.97
2.50 450.00 8,369.32 171,630.68 4.65 4.88

<FN>
* After a period of fifteen years from the date of a Plan or in the event no
payment has been made for a period of one year, the Plan is subject to
annual maintenance and custodian fees of 25/100 of 1% per year of the total
agreed payments (minimum $3.00 and maximum $30.00 per year) deducted from
dividend and capital gain distributions (whether paid in cash or additional
Fund shares) or from the proceeds of the redemption of Fund shares to the
extent that dividend and capital gain distributions are insufficient.

# Periodic Payment Plans of larger denominations may be issued subject to
deductions for sales charges of 4.40% on Plans of $180,000 and over, 3.40%
on Plans of $250,000 and over, 2.40% on Plans of $500,000 and over and
1.40% on Plans of $1,000,000 and over. Deductions will be made on the same
proportionate basis as in the $1,000 per month Plan and maintenance and
custodian fees will be $450.

</TABLE>

3
<PAGE>

ALLOCATION OF PAYMENTS AT VARIOUS STAGES ($6,000 10-YEAR $50 MONTHLY PLAN)

(At the End of 10 Years) (At the End of 2 Years)
-------------------------------- --------------------------------
% of Amount % of Amount
Amount of Payments Amount of Payments
------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Total Payments . . . . . . . . . . . . . . . $6,000.00 100.00% $1,250.00** 100.00%
Amount of Sales Charge . . . . . . . . . . . 368.83 6.15 327.03 26.16
Maintenance and Custodian Fees*. . . . . . . 180.00 3.00 37.50 3.00
Total deductions . . . . . . . . . . . . . . 548.83 9.15+ 364.53 29.16
Net Amount Invested. . . . . . . . . . . . . 5,451.17 90.85 885.47 70.84

(At the End of 1 Year) (At the End of 6 Months)
------------------------------ ------------------------------
% of Amount % of Amount
Amount of Payments Amount of Payments
----------------------------------------------------------------------
<S> <C> <C> <C> <C>

Total Payments . . . . . . . . . . . . . . . $650.00** 100.00% $350.00** 100.00%
Amount of Sales Charge . . . . . . . . . . . 321.75 49.50 173.25 49.50
Maintenance and Custodian Fees*. . . . . . . 19.50 3.00 10.50 3.00
Total deductions . . . . . . . . . . . . . . 341.25 52.50 183.75 52.50
Net Amount Invested. . . . . . . . . . . . . 308.75 47.50 166.25 47.50

<FN>
+ 10.07% of net amount invested

</TABLE>

ALLOCATION OF PAYMENTS AT VARIOUS STAGES ($9,000 15-YEAR $50 MONTHLY PLAN)

<TABLE>
<CAPTION>
(At the End of 15 Years) (At the End of 2 Years)
-------------------------------- --------------------------------
% of Amount % of Amount
Amount of Payments Amount of Payments
------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Total Payments . . . . . . . . . . . . . . . $9,000.00 100.00% $1,250.00** 100.00%
Amount of Sales Charge . . . . . . . . . . . 553.88 6.15 338.43 27.07
Maintenance and Custodian Fees*. . . . . . . 270.00 3.00 37.50 3.00
Total deductions . . . . . . . . . . . . . . 823.88 9.15+ 375.93 30.07
Net Amount Invested. . . . . . . . . . . . . 8,176.12 90.85 874.07 69.93

<FN>
+ 10.06% of net amount invested

* Reference is made to tables on Pages 2 and 3 and "Other Deductions" for
maintenance and custodian fees on Periodic Payment Plans after completion
of payments and annual charges for special administrative duties.
** Reflects equivalent of one additional monthly payment because of the
required double initial payment.

</TABLE>

FOR COMPARISON OF COST OF FIC CONTRACTUAL PLAN VERSUS AN OPEN
ACCOUNT IN THE SAME UNDERLYING FUND SEE "STATISTICAL DATA
APPLICABLE TO FIRST INVESTORS PLANS."

THE PLANS

First Investors Single Payment and Periodic Payment Plans for Investment in
First Investors Insured Tax Exempt Fund, Inc. (each, a "Plan") is a long-term
investment program. The Sponsor of the Plan is First Investors Corporation (the
"Sponsor"). The custodian is The Bank of New York (the "Custodian"). Plan
payments, after the deduction of all applicable fees, are invested at net asset
value in shares of First Investors Insured Tax Exempt Fund, Inc., an open-end
diversified management investment company (the "Fund"). The Fund seeks to
provide a high level of interest income which is exempt from Federal income tax
and, for non-corporate shareholders, the Federal alternative minimum tax (see
"Underlying Investment").

PERIODIC PAYMENT PLANS

Periodic Payment Plans provide for regular and systematic monthly
investment over a period of either ten or fifteen years. From the investor's
viewpoint, the operation of the Plan is extremely simple. Once the investor
understands the Plan and decides to adopt it, the investor need only decide how
much to pay regularly--it can be as little as $50 per month, or as much as
$1,000 per month or more, limited to 120 or 180 payments. The investor can then
decide the most convenient time to

<PAGE>

make regular payments. The investor will also probably choose to name a
beneficiary by completing a Declaration of Trust. These questions settled, with
the assistance of a First Investors registered representative, the investor
completes the appropriate Plan application, writes out a check to the order of
The Bank of New York, Custodian, to cover the first payment (the initial payment
requires a sum representing two monthly payments), and the First Investors
registered representative will process the application and check. In a few days,
after the approval of the application by the Sponsor, a First Investors Periodic
Payment Plan Certificate will be forwarded to the investor. Following the double
initial payment, subsequent Plan payments will be made through First Investors
Money Line or Automatic Payroll Investment, as described below.

FIRST INVESTORS MONEY LINE. This service allows you to invest through
automatic deductions from your bank checking account. You must complete and sign
the First Investors Money Line portion of the Plan application in order to
participate in this service. Any loss or expense incurred by the Sponsor or any
delinquency in Plan payments resulting from insufficient funds in the
Planholder's checking account or otherwise will be the Planholder's liability.
You may decrease the amount or discontinue this service at any time by calling
Administrative Data Management Corp. at 1-800-423-4026 or writing to
Administrative Data Management Corp., 10 Woodbridge Center Drive, Woodbridge, NJ
07095-1198, Attention: Control Dept. To increase the amount, send a written
request to Administrative Data Management Corp. at the address noted above.
Allow up to 5 days for processing your request. Please include the Plan name and
account number whenever writing to Administrative Data Management Corp.

AUTOMATIC PAYROLL INVESTMENT. You also may arrange for automatic Plan
payments on a systematic basis through salary deductions, provided your employer
has direct deposit capabilities. You must complete and sign the Automatic
Payroll Investment portion of the Plan application in order to participate in
this service. Arrangements must also be made with your employer's Payroll
Department. You may change the amount invested or discontinue the service by
contacting your employer.

When a Planholder's payment is received, the Sponsor will determine the
authorized deductions and the number of full and fractional shares of the Fund
to be acquired and will credit the requisite shares to the Planholder's account.
To the extent that there are shares to be sold for other Planholders on the same
day, new shares purchased will be offset by shares sold. The price paid for
shares is the net asset value of shares of the Fund next determined after
receipt of such payment. See the Fund's Prospectus for information as to the
procedure for computing net asset value. Unless privileges of termination are
exercised by the Planholder or the Sponsor, each Plan shall continue in force
for a period of at least twenty years for a ten-year Periodic Payment Plan and
twenty-five years for a fifteen-year Periodic Payment Plan.

SINGLE PAYMENT PLANS

Single Payment Plans are also available, whereby an investor may make a
single investment of $1,000 or more, with larger Plans available in $100
multiples. These Plans, providing for the same underlying investment as the
Periodic Payment Plans, offer the investment diversification, supervision and
research facilities of the Fund in a single investment with an option to have
dividend and capital gain distributions, if any, after authorized deductions,
paid in additional Fund shares without sales charge, or if income is desired, to
have the net amount of dividend and capital gain distributions, if any,
remitted. The investor may name a beneficiary by completing a

<PAGE>

Declaration of Trust. In addition, Class A Shares of the Fund may be exchanged
at net asset value for units of a Single Payment Plan. You should refer to the
Fund's Prospectus for further details on this exchange privilege.

Single Payment Plans are subject to a sales charge as follows:

PERCENT OF SALES CHARGE
-------------------------------
TO NET
TO TOTAL INVESTMENT IN
AMOUNT OF PAYMENT PAYMENTS FUND SHARES
- ----------------- -------- -------------
Less than $25,000. . . . . . . . . . . . 6.25% 6.67%
$25,000 but under $50,000. . . . . . . . 5.75 6.10
$50,000 but under $100,000 . . . . . . . 5.50 5.82
$100,000 but under $250,000. . . . . . . 4.50 4.71
$250,000 but under $500,000. . . . . . . 3.50 3.63
$500,000 but under $1,000,000. . . . . . 2.50 2.56

There is no sales charge on transactions of $1 million or more.

Maintenance and custodian fees are charged against Single Payment Plans in
an amount of 25/100 of 1% annually of the single payment (minimum $3.00 and
maximum $30.00) deducted from dividend and capital gain distributions (whether
paid in cash or additional Fund shares) or from the proceeds of the redemption
of Fund shares to the extent that dividend and capital gain distributions are
insufficient.

REDUCED SALES CHARGES. Two or more Single Payment Plans, when purchased at
the same time by a corporation, partnership, individual, an investor for his or
her own account, or for the investor, the investor's spouse and children under
age 21, or by a trustee or other fiduciary of a single trust estate or account
(including a pension, profit-sharing or other qualified employee benefit plan
under the Internal Revenue Code of 1986, as amended) may be combined to attain a
reduced sales charge. This privilege does not apply to a group of individuals
who combine their funds directly or indirectly for the purchase of Plans.

Upon written notice to the Sponsor, Single Payment Plans are also available
at a quantity discount on new Single Payment Plans purchased if the then current
value at net asset value of all shares of First Investors Global Fund, Inc.,
First Investors Government Fund, Inc., First Investors Fund For Income, Inc.,
and/or First Investors Insured Tax Exempt Fund, Inc. previously purchased and
then owned under Single Payment Plans, plus the face amount of the Single
Payment Plan being purchased, amount to $25,000 or more. Such quantity discounts
may be modified or terminated at any time by the Sponsor.

LETTER OF INTENT. Individuals making application for a Single Payment Plan
(restricted to applicants as listed above) may also sign a Letter of Intent
indicating their intent to purchase additional Single Payment Plans within
thirteen months from the date of the original purchase. Such Letter of Intent
may be filed at any time during a period of 90 days from the date of the
application. A statement filed after the date is retroactive to that date for
computation of the 13-month period. A Letter of Intent can also be amended:
(a) during the 13-month period if the investor files an amended Letter of Intent
with the same expiration date as the original, or (b) automatically after the
end of the period, if total purchases credited to the Letter of Intent qualify
for an additional reduction in the sales charge. If and when such additional
purchases have been made and the total

<PAGE>

of all Single Payment Plans so purchased have attained an aggregate amount (at
least $25,000), they qualify for a reduction of sales commission. The execution
of a Letter of Intent is not a binding obligation on the part of the investor or
the Sponsor.

If total purchases pursuant to such Letter of Intent are less than the
amount stipulated therein, the Planholder must remit to the Sponsor an amount
equal to the difference in the dollar amount of sales charges actually paid by
the Planholder and the amount of sales charges which the Planholder would have
paid on his or her aggregate purchases if the total of same had been made at a
single time. If such payment is not made within 20 days following the expiration
of the 13-month period, an appropriate number of shares of the Fund shall be
surrendered for redemption to pay such sales charge. Fund shares remaining after
such redemption shall be delivered to the Planholder or as he or she directs.

An investor can achieve the same investment results by investing directly
in the Fund under a Letter of Intent, without paying the maintenance and
custodian fees applicable to the Plan.

UNDERLYING INVESTMENT

First Investors Insured Tax Exempt Fund, Inc., an open-end diversified
management investment company, seeks to provide a high level of interest income
which is exempt from Federal income tax and, for non-corporate shareholders, the
Federal alternative minimum tax. The Fund seeks to achieve its objective by
investing, under normal circumstances, at least 80% of its total assets in
municipal bonds issued by or on behalf of states, territories and possessions of
the United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities, the interest on which is exempt from Federal
income tax and, for non-corporate shareholders, the Federal alternative minimum
tax. Investors should refer to the Fund's Prospectus for a detailed description
of the Fund's investment objective and policies. There is no assurance that the
Fund's objective will be achieved.

OTHER DEDUCTIONS

The Plan provides that there may be deducted from the assets of the
Planholder, fees or expenses as follows:

After the expiration of a period of ten years (or fifteen years for a
15-Year Plan) from the date of a Plan, or prior to the expiration of such
period, if there has been a lapse of one year from the date of the Planholder's
last payment which makes a Plan one year or more delinquent, a charge for
bookkeeping and administrative services will be made, in monthly, quarterly or
semiannual installments, at the rate of 25/100 of 1% per annum of the total
agreed payments, subject to a minimum annual charge of $3 and a maximum of $30.
This fee shall be deductible from dividend and capital gain distributions
(whether paid in cash or additional Fund shares) or from the proceeds of the
redemption of Fund shares to the extent that dividend and capital gain
distributions are insufficient.

In the case of an assignment, release of an assignment, transfer of
ownership of a retirement plan account, partial withdrawal or liquidation or
complete withdrawal and termination from a non- retirement plan account (if made
before completion of Plan payments or before the expiration of 10 years from the
date of issuance of a Single Payment Plan), certain transfers or replacement of
lost

<PAGE>

Plan certificates, and reinvestment of partial liquidations, a specified service
fee of $2.25 is charged. In the case of a partial withdrawal or liquidation or
complete withdrawal and termination from a retirement plan account, a specified
service fee of $7.00 is charged. For a retirement plan transfer, Plan
certificate transfer or replacement, reinvestment of a partial liquidation or
complete withdrawal and termination from a retirement plan account, such fee may
be paid directly by the Planholder or deducted from the proceeds of the
redemption of Fund shares, if desired. For an assignment or release of an
assignment, such fee must be paid directly by the Planholder.

After one year from the issuance of a Single Payment Plan or after the
thirteenth payment has been made on a Periodic Payment Plan, a charge of up to
$5.00 will be deducted on an annual basis from dividend or capital gain
distributions (whether paid in cash or additional Fund shares) or from the
proceeds of the redemption of Fund shares to the extent that dividend and
capital gain distributions are insufficient. This charge is to reimburse the
Sponsor for actual expenses incurred by the Sponsor in performing certain
administrative duties, as described under "Sponsor and Underwriter." (See the
Plan's Statement of Operations for Delegated Service Fees.) Some administrative
services are performed by the Fund at no expense to shareholders.

The foregoing fees mentioned for bookkeeping and administrative services
and for specific services are paid, as are the maintenance and custodian service
fees deducted from periodic payments, to the Sponsor as reasonable compensation
for the Sponsor's performing such services. The Sponsor reserves the right to
change the fees charged to Planholders.

Neither the Custodian nor the Sponsor shall be personally liable for any
taxes levied or assessed against them or either of them with respect to the Fund
shares in the custody of the Custodian, or arising from the income therefrom or
redemption or transfer thereof. Deductions may be made from time to time to pay
tax liabilities and claims therefor, and if necessary, Fund shares may be
redeemed to provide funds for the payment of such liabilities or the creation of
reserves therefor. The term "tax liability" includes not only taxes and possible
taxes but also auditing expenses and counsel fees incurred in connection
therewith.

RIGHTS AND PRIVILEGES OF PLANHOLDERS

Each Plan issued is registered in the name of the Planholder and is in the
form of an individual agreement between First Investors Corporation, as Sponsor
of the Plan, and the Planholder. The Bank of New York is appointed Custodian
under each agreement. The Custodian performs only bare custodianship functions,
while the Sponsor has assumed bookkeeping and administrative functions as set
forth under the heading "Sponsor and Underwriter." No amendment adversely
affecting outstanding Plans may be made without the Planholder's expressed
consent.

Certain optional provisions are extended to Planholders, including rights
in the following respects:

(1) DIVIDENDS AND OTHER DISTRIBUTIONS

Dividend and other distributions received by Planholders are dependent upon
the distributions made by the Fund. Dividends from the Fund's net investment
income (consisting of interest, earned discount and other income earned on
portfolio securities less expenses) are generally declared daily and paid
monthly. Unless you direct Administrative Data Management Corp. otherwise,
dividends

<PAGE>

declared by the Fund are paid in additional Fund shares at the net asset value
(without sales charge) generally determined as of the close of business on the
first business day of the following month. The Fund also distributes
substantially all of its net capital gain (the excess of net long-term capital
gain over net short-term capital loss), if any, after deducting any available
capital loss carryovers, together with any other taxable income (including any
net short-term capital gain) with its regular dividend at the end of the year.
Unless you direct Administrative Data Management Corp. otherwise, these
distributions are paid in additional shares of the Fund at the net asset value
(without sales charge) generally determined as of the close of business on the
business day immediately following the record date of the distribution.
Dividends and other distributions paid in Fund shares are added to your Plan
account.

In order to be eligible to receive a dividend or other distribution, you
must own Fund shares as of the close of business on the record date of the
distribution. You may elect to receive dividends and/or other distributions in
cash by notifying Administrative Data Management Corp. by telephone or in
writing prior to the record date. If you elect this form of payment, the
payment date generally is two weeks following the record date of any such
distribution. Your election remains in effect until you revoke it. Reference
is made to the Fund's Prospectus for additional information as to the payment of
dividends and capital gain distributions by the Fund.

(2) DECLARATION OF TRUST

A Planholder may, without transferring his or her Plan, execute and file
with the Sponsor from time to time revocable Declarations of Trust, in a form
acceptable to the Sponsor, declaring that the Plan and the Fund shares held
thereunder are held in trust for the benefit of the person or persons named in
such Declaration of Trust upon the terms therein stated.

(3) PARTIAL LIQUIDATION WITHOUT TERMINATION

After six months from the date of purchase of a Single Payment Plan and
after making 20 payments or the equivalent thereof on a Periodic Payment Plan, a
Planholder may at any time withdraw a portion of the Fund shares in his or her
Plan account without terminating the Plan. In addition, if six months or more
have elapsed from the date of a substantial prepayment on a Periodic Payment
Plan (at least equal to initial payments 1-13), a Planholder may at any time
redeem a portion of the Fund shares in his or her account without terminating
the Plan. The liquidation must be for at least $50 and cannot be in excess of
80% of the value of the Planholder's account. The proceeds of the redemption of
Fund shares or the Fund share certificate will be mailed to the Planholder or
designee of the Planholder. Requests for partial liquidations must be in writing
as more fully described under "Method of Selling Shares." Where a partial
liquidation has been effected through the redemption of Fund shares, the
Planholder may reinvest in an amount equal to the proceeds of such redemption by
sending a check payable to The Bank of New York, Custodian, c/o First Investors
Corporation, 10 Woodbridge Center Drive, Woodbridge, New Jersey 07095,
Attention: New Accounts. Such funds will be applied to the purchase of Fund
shares at a net asset value based on the next price computation and held under
the Planholder's account. The number of Fund shares may be more or less than the
amount redeemed due to the purchase price in effect at the time the reinvestment
is made. Where a partial liquidation has been effected through the withdrawal of
Fund shares, rather than the redemption, such shares may at any time be replaced
by redepositing the share certificate with the Custodian c/o First Investors
Corporation, 10 Woodbridge Center Drive, Woodbridge, NJ 07095. (There is a fee,
currently $2.25, for each partial liquidation or reinvestment.)

<PAGE>

Reinvestment of such partial liquidation will be made only upon written request
of the Planholder accompanied by the appropriate payment. The partial
liquidation and reinvestment privilege is intended to facilitate the temporary
use for emergency purposes of funds invested in a Plan. If a Planholder realizes
a gain on liquidation, such gain is taxable for Federal income tax purposes even
though all of such proceeds are reinvested.

(4) TRANSFER OR ASSIGNMENT

A Planholder may (a) assign his or her Plan and the Fund shares held
thereunder to a bank or loan institution as security for a loan; or (b) transfer
and assign his or her Plan and Fund shares to another person, in the form and
manner acceptable to the Sponsor. If assignment is made without consent of the
Sponsor it will not be recorded on the records of the Plan. (There is a fee,
currently $2.25, for each assignment or transfer.)

(5) COMPLETE WITHDRAWAL AND TERMINATION

A Planholder of a Single Payment Plan or Periodic Payment Plan may, at any
time, terminate his or her Plan by surrendering the Plan Certificate and other
required documents, where applicable, to Administrative Data Management Corp.,
10 Woodbridge Center Drive, Woodbridge, New Jersey 07095, Attention: Liquidation
Dept. and may request delivery of the Fund shares accumulated, registered in his
or her name, or request their redemption and remittance to the Planholder of the
proceeds of such redemption. (There is a fee, currently $2.25, for withdrawal or
liquidation prior to completion of Periodic Payment Plans or before expiration
of ten years for Single Payment Plans.) Requests for termination and complete
liquidation or withdrawal must be in writing. Please refer to "Method of Selling
Shares" for instructions on making a complete withdrawal or termination. Any
adjustment in sales or other charges occasioned by virtue of termination by the
Planholder through the exercise of the refund privileges (see "Refund
Privileges") will be made at the same time. The redemption price is the net
asset value of Fund shares effective after receipt of the request in "good
order" by Administrative Data Management Corp., 10 Woodbridge Center Drive,
Woodbridge, New Jersey 07095.

(6) REPORTS, RECEIPTS AND NOTICES

The Sponsor will mail to each Periodic Payment Planholder a receipt of each
payment, including a statement of the number of shares held for his or her
account, and notices of payments due in advance of their due date. The
Planholder will also be sent audited annual reports of the Fund, distribution
notices and tax statements relating to the Plan (TIN 13-2873780), and at least
annually a current Fund Prospectus if a Plan payment has been made during the
calendar year.

(7) VOTING RIGHTS

The Planholder will be sent notice of any meeting at which his or her Fund
shares may be voted and will be sent voting instruction forms. The Sponsor will
cause the Custodian to vote any Planholder's shares in accordance with the
Planholder's instructions, or if the Planholder so requests, to give him or her
a proxy or otherwise arrange for his or her exercise of voting rights at any
meeting. If the Planholder does not exercise any of the above privileges, the
Sponsor will cause the Custodian to vote his or her Fund shares for or against
each matter on which the Planholder is

<PAGE>

entitled to vote, in the same proportion as indicated in the voting instructions
given the Custodian on behalf of other Planholders.

(8) PREPAYMENT

Planholders of Periodic Payment Plans may accelerate completion of a Plan
by making full or partial payments in advance of their due dates. Such
prepayments do not in any way accelerate the due dates of unpaid payments.
Unpaid payments will be considered to be due on that date on which they would
have originally been required if all prior payments (whether or not in fact made
in advance) had been made when they were respectively due. In the event the
Planholder makes a payment aggregating twelve or more monthly payments, the
deductions therefrom for maintenance and custodian fees will be reduced by 50%
of the scheduled fees. A Planholder considering advance payments should keep in
mind that direct purchases of Fund shares enable the investor to put more of his
or her money to work immediately and over the life of a Fund account than would
be possible under the life of the Plan offered hereby.

(9) REFUND PRIVILEGES

Within 60 days after the issuance of the Plan Certificate, Planholders of
Periodic Payment Plans will receive a statement of charges to be deducted from
the projected Plan payments and a notice of his or her right to withdraw from
the Plan. Planholders electing to exercise this right of withdrawal will receive
a full refund of all charges deducted from payments made plus the net asset
value of Fund shares accumulated in his or her Plan account, provided the
Planholder surrenders his or her Plan Certificate to the Sponsor, First
Investors Corporation, 10 Woodbridge Center Drive, Woodbridge, New Jersey 07095,
so that it is received within 45 days after the mailing to the Planholder of
such withdrawal notice. Please refer to "Method of Selling Shares" for
instructions on making requests for refunds of sales charges.

In addition, if he or she misses any three payments (which need not be
consecutive) among the first fifteen payments due under his or her Plan or any
one payment thereafter, but prior to the 18th payment, the Planholder will
receive a separate written notice informing the Planholder of (1) the right to
surrender his or her Plan Certificate, (2) the value of his or her Plan account
at the time of the mailing of the notice, and (3) the amount to which he or she
is entitled. Moreover, the Planholder has a right to request a refund of the
portion of the sales charges which exceeds 15% of the gross payments he or she
has made plus the then net asset value of the Fund shares accumulated in his or
her Plan account, provided the Planholder surrenders his or her Plan Certificate
so that it is received by the Sponsor at the address in the preceding paragraph
within 18 months of the date the Plan Certificate was issued. Planholders who
purchased a Plan after May 25, 1992 (on or after May 22, 1992 for Kentucky
Planholders) may request this refund within 28 months of the date the Plan
Certificate was issued. Planholders will be sent a notice setting forth this
refund privilege not less than 30 days and not more than 60 days prior to the
expiration of the Planholder's right to receive this refund.

(10) COMPLETION OF PLAN

Upon completion of all Plan payments, the Planholder may elect to terminate
the Plan or have the Fund shares accumulated under the Plan held in his or her
Plan account.

<PAGE>

A Planholder who elects to terminate the Plan account may either receive
the proceeds from the redemption of the Fund shares held in his or her account
or transfer those shares to a Fund account. Reference is made to "Method of
Selling Shares" for instructions on how to terminate a Plan. Planholders who
elect to receive the proceeds from the redemption of Fund shares will realize a
gain or loss for Federal income tax purposes.

As soon as possible after the close of each calendar year, the Planholder
will be advised of the amount and nature of the distributions declared on his or
her behalf during such year. Planholders who elect to have their investment
remain in their Plan account may make no more payments or contributions into the
account. Dividend and capital gain distributions will continue to be paid on the
Fund shares held in the Planholder's account and annual maintenance and
custodian fees will continue to be deducted from the Planholder's account.

METHOD OF SELLING SHARES

A Planholder may, by written request filed with the Sponsor, direct the
redemption of some but not all of the Fund shares credited to his or her Plan
account or, upon surrender of the Plan Certificate, terminate the Plan and
direct the redemption of all of his or her shares. The Sponsor will cause
payment to be made by check within seven days after the written request for
liquidation or termination "in good order" is received by Administrative Data
Management Corp. Requests for liquidation or termination should be addressed to
Administrative Data Management Corp., 10 Woodbridge Center Drive, Woodbridge,
New Jersey 07095-1198, Attention: Liquidation Department. "Good order" means
that the request for liquidation or termination must include:

(1) a letter of instruction specifying the account number and the number
of Fund shares or dollar amount to be redeemed. This request must be signed by
all registered Planholder(s) in the exact name(s) in which the account is
registered;

(2) required signature guarantees (see below);

(3) in the case of termination requests only, the Plan Certificate, if one
was issued; and

(4) other supporting legal documents, as required by Administrative Data
Management Corp. In the case of estates, trusts, guardianships, custodianships,
corporations, partnerships or other organizations, additional information may be
required, which may be obtained by calling Administrative Data Management Corp.
at 1-800-423-4026.

If the proceeds of the redemption are more than $50,000 or if the check is
made payable to someone other than the registered Planholder(s) or mailed to an
address other than the address of record or if the address of record has changed
within the past 60 days, a signature guarantee will be required. In order to
avoid any possible delay in processing a transaction, Planholders are advised to
submit liquidation or termination requests with signature guarantees.

SIGNATURE GUARANTEES. A signature guarantee is designed to protect you,
the Plan and the Sponsor. Members of STAMP (Securities Transfer Agents
Medallion Program), MSP (New York Stock Exchange Medallion Signature Program)
and SEMP (Stock Exchanges Medallion Program) are eligible signature guarantors.
A notary public is not an acceptable guarantor. The guarantee must be manually
signed by an authorized signatory of the guarantor and the words "Signature

<PAGE>

Guaranteed" must appear in direct association with such signature. Although the
Sponsor reserves the right to require signature guarantees at any other time,
signature guarantees are required whenever: (1) the amount of the redemption is
$50,000 or more, (2) a redemption check is to be made payable to someone other
than the registered Planholder, (3) a redemption check is to be mailed to an
address other than the address of record, (4) an account registration is being
transferred to another owner, (5) a Plan account, other than an individual,
joint, UGMA or UTMA nonretirement Plan account, is being exchanged or redeemed,
(6) the redemption request is for certificated shares, or (7) your address of
record has changed within 60 days prior to a redemption or exchange request.

The redemption price of Fund shares will be the net asset value per share
next determined after receipt by Administrative Data Management Corp. of the
request "in good order," as noted above. To the extent that there are offsetting
new purchases on the same day for the accounts of other Planholders, redemptions
will be netted against those purchases. If, on any business day, there are more
shares offered for redemption than required for new purchases, the excess will
be presented to the Fund for redemption or repurchase at the next determined net
asset value. The right to receive cash, however, may be suspended during any
period when the Fund shall have suspended the right to redeem its shares. The
Board of Directors of the Fund may suspend the right of redemption or postpone
the date of payment during any period when (a) trading on the New York Stock
Exchange ("NYSE") is restricted as determined by the Securities and Exchange
Commission or such Exchange is closed for other than weekends and holidays,
(b) the Securities and Exchange Commission has by order permitted such
suspensions, or (c) an emergency, as defined by rules of the Commission, exists
during which time the sale of portfolio securities or valuation of securities
held by the Fund are not reasonably practicable. For additional information
regarding redemption rights and suspension thereof refer to the Prospectus of
the Fund.

TERMINATION OF PLAN BY THE SPONSOR

Either the Sponsor or the Custodian may, but is not required to, terminate
a Plan as hereinafter provided, after:

a) the expiration of 20 years from the date of inception of a Single
Payment Plan;

b) the expiration of 20 years from the date of inception of a Periodic
Payment Plan providing for 120 payments over 10 years; or

c) the expiration of 25 years from the date of inception of a Periodic
Payment Plan providing for 180 payments over 15 years.

If a Planholder fails to make a Plan payment on or before the due date, he
or she will be considered in default. Should any Planholder continue in default
for a period of two years or more, the Sponsor may terminate his or her Plan as
hereinafter provided. As a matter of policy the power to terminate because of
default will usually be exercised only when the default has continued over a
comparatively long period and the dividend and capital gain distributions on the
Fund shares are insufficient to cover maintenance and custodian charges.

If the Sponsor or the Custodian shall determine to exercise its right to
terminate any Plan for the reasons noted above, the Sponsor will mail to the
Planholder at his or her address noted on its records a notice of termination.
Within 60 days of the date of such notice of termination, the

<PAGE>

Planholder must surrender the Plan Certificate to the Sponsor and elect to
receive either: (a) a share certificate for the amount of full Fund shares and
the proceeds of any fractional Fund share accumulated in his or her Plan account
or; (b) the proceeds from the redemption of all Fund shares in the account. If
the Planholder fails to so elect, the Sponsor may, without further notice,
either: (a) cause the issuance of a share certificate in the Planholder's name
for the amount of full Fund shares accumulated in his or her Plan account and
the redemption of any fractional Fund share; or (b) cause the redemption of all
Fund shares in the Plan account. The Sponsor will hold the share certificate or
the net proceeds from the redemption of Fund shares for delivery or payment to
the Planholder upon surrender of the Plan Certificate. If the Planholder does
not surrender his or her Plan Certificate after an additional 60 days, the
Sponsor may, without receiving a Plan Certificate, mail to the Planholder at his
or her address noted on its records either: (a) a share certificate for the
amount of full Fund shares and a check for the fractional Fund share; or (b) a
check representing the net proceeds of the redemption of all Fund shares in the
Plan account. Reference is made to the Fund's Prospectus for the method of
redeeming share certificates. Planholders who elect to receive the proceeds from
the redemption of Fund shares will realize a gain or loss for Federal income tax
purposes.

Furthermore, a Planholder who does not make the regularly scheduled second
payment within a period of 60 days after it becomes due shall be considered in
default. In such event, the Sponsor reserves the right to terminate the Plan by
giving the Planholder written notice and refunding the entire initial payment,
less deductions, upon surrender of the Plan Certificate.

Reference is made to "Other Deductions" relative to charges made after
completion of ten or fifteen years or in cases of default. Such deductions that
cannot be satisfied from distributions available will be made from the
redemption of Fund shares held in the Planholder's account.

No interest will be payable on funds held for Planholders pending surrender
of Plan Certificates. Any assets undelivered to the Planholder shall be held by
the Custodian in custody, subject to disposition under applicable state law.

Any notice required or permitted to be given to the Planholder shall be
conclusively deemed to have been given when such notice is enclosed in an
envelope, addressed to the Planholder at the Planholder's address, as noted on
the records, and deposited in the United States Mail, postage prepaid. The date
of the mailing of such notice shall be deemed to be the date of giving such
notice.

EXCHANGES INVOLVING OTHER PLANS

You may exchange at relative net asset value of the underlying Fund shares
into or from any other single or periodic payment plan of the same type and
denomination for which FIC is the Sponsor without paying an additional sales
charge. If a Planholder elects to exercise this exchange privilege, he or she
pays the same sales charge on additional payments, and has the same rights and
privileges, under the new plan as under the current plan. Exchanges can only be
made into accounts registered to identical owners. If your exchange is into a
new account, it must meet the minimum investment and other requirements of the
plan into which the exchange is being made. Additionally, the plan must be
available for sale in the state where you reside. A $10.00 exchange fee is
charged for each such exchange. In addition, the $2.25 redemption fee
applicable to Plan liquidations (see "Other Deductions") is charged for each
exchange.

<PAGE>

Before exchanging your Plan, you should read the Prospectus for the new
plan and the Prospectus for its underlying Fund investment into which the
exchange is to be made. You may obtain these Prospectuses and information with
respect to which plans qualify for the exchange privilege free of charge by
calling Shareholder Services at 1-800-423-4026. Exchange requests received in
"good order" by Administrative Data Management Corp., 10 Woodbridge Center
Drive, Woodbridge, New Jersey 07095 before the close of regular trading on the
NYSE, generally 4:00 P.M. (New York City time), will be processed at the net
asset value of the underlying Fund shares determined as of the close of regular
trading on the NYSE on that day; exchange requests received after that time will
be processed on the following trading day.

Exchanges should be made for investment purposes only. A pattern of
frequent exchanges may be contrary to the best interests of a Fund's other
shareholders. Accordingly, the Sponsor has the right, at its sole discretion,
to limit the amount of an exchange, impose a holding period, reject any
exchange, or, upon 60 days' notice, materially modify or discontinue the
exchange privilege. The Sponsor in consultation with a Fund's Investment
Adviser, will consider all relevant factors in determining whether a particular
frequency of exchanges is contrary to the best interests of a Fund and its other
shareholders. Any such restriction will be made by the Sponsor on a prospective
basis only, upon notice to the Planholder not later than ten days following such
Planholder's most recent exchange.

An exchange between plans will result in a taxable gain or loss to you,
depending on whether the redemption proceeds from the underlying Fund shares are
more or less than your adjusted basis for the Plan (which normally includes the
sales charges paid under the Plan). Please refer to "Taxes" and the Fund's
Prospectus.

SUBSTITUTION OF OTHER SHARES AS
THE UNDERLYING INVESTMENT OF THE PLAN

Subject to prior approval of the Securities and Exchange Commission, the
Sponsor may, whenever the Sponsor deems it to be in the best interest of the
Planholders, substitute other shares as the underlying investment of the Plans.
Such substitution may include shares previously purchased or may affect only
shares to be purchased. Shares to be substituted must be generally comparable to
the shares previously purchasable under the Plans and as a matter of policy will
be limited to shares registered with the Securities and Exchange Commission.
Before any substitution may be made by the Sponsor it shall:

(1) Apply for and receive prior approval from the Securities and Exchange
Commission permitting such substitution under the provisions of Section 26(b) of
the Investment Company Act of 1940, as amended;

(2) Notify the Custodian of the proposed substitution;

(3) Give written notice of the proposed substitution to the Planholders,
describing the new shares and notifying them that unless they surrender their
Plan Certificates to the Sponsor for termination within 30 days, they will be
conclusively deemed to have authorized the substitution; and

<PAGE>

(4) In the case of substitution of new shares for shares previously
purchased, furnish new shares which have an aggregate net asset value at least
equal to the aggregate value of the shares previously purchased, based on their
published or quoted bid price.

Unless the Sponsor shall receive from the Planholder, within 30 days from
the date of the Sponsor's notice, written notice that he or she desires to make
a complete withdrawal, the Sponsor is authorized to cause the purchase of new
shares and, if the old shares are to be exchanged, to exchange the old shares
for the substituted shares.

In the event of substitution the Planholder is required to be advised in
writing within 5 days after such substitution is made. Any expenses and charges
involved in such substitution, other than proper transfer taxes and charges,
will be borne by the Sponsor.

In the event that shares used as the underlying investment of the Plan may
not be purchasable for a period of 90 days, and if the Sponsor does not
substitute other shares, it is agreed that the Plan will be terminated, and the
Sponsor is authorized to complete such termination.

SPONSOR AND UNDERWRITER

First Investors Corporation (TIN 13-2608328), 95 Wall Street, New York,
N.Y., 10005, was organized under the laws of the State of New York in
February 1968. It is a member of the National Association of Securities Dealers,
Inc. First Investors Corporation is the Sponsor and the Underwriter of the Plan.
The Plan is offered for sale by registered representatives of the Underwriter.

First Investors Corporation also acts as the Sponsor and Underwriter of
Periodic and/or Single Payment Plans for the accumulation of shares of First
Investors Government Fund, Inc., First Investors High Yield Fund, Inc., First
Investors Fund For Income, Inc., and First Investors Global Fund, Inc. and as
underwriter for the First Investors family of mutual funds.

First Investors Consolidated Corporation owns all of the outstanding stock
of First Investors Corporation and Administrative Data Management Corp. and all
of the outstanding voting common stock of First Investors Management Company,
Inc., the investment adviser of the Fund. Mrs. Julie W. Grayson (as executrix of
the estate of her deceased husband, David D. Grayson) and Mr. Glenn O. Head (or
members of his family) are controlling persons of First Investors Consolidated
Corporation and therefore, jointly control First Investors Management Company,
Inc., the investment adviser of the Fund.

The Sponsor and its administrative agent, Administrative Data Management
Corp., a subsidiary of First Investors Consolidated Corporation, the Sponsor's
parent organization, are responsible for the performance of all regular
bookkeeping and administrative services with respect to the Plans, as more fully
set forth below. In addition, the Sponsor is responsible for the performance of
certain special administrative services, specifically: causing the mailing to
Planholders of prospectuses, when applicable, annual and semiannual reports of
the Fund, and required dividend and tax notices; and causing an independent
quarterly audit of the records of the Custodian and the preparation and filing
of required tax returns. The Sponsor receives all of the maintenance and
custodian fees deducted from payments or imposed on an annual basis as set forth
on pages 2 through 4 and all of the fees for specific services as set forth
under "Other Deductions." For the year ended December 31,

<PAGE>

1994, these fees amounted to $91,686, all of which were paid to Administrative
Data Management Corp.

In general, and without limitation, the bookkeeping and administrative
services assumed by the Sponsor and Administrative Data Management Corp. are
comprised of the maintenance of all records relating to the Planholders and
their accumulated Fund shares, the processing of payments from Planholders, the
processing of proceeds to withdrawing or terminating Planholders, the placement
of orders with the underwriter of the Fund's shares for the purchase and
redemption of Fund shares on behalf of the Planholders, the calculation of the
number of shares to be purchased or redeemed or credited as dividend or capital
gain distributions, the causing of the mailing of all required notices and other
information to Planholders and the handling of all contact and correspondence
with and inquiries from Planholders.

First Investors Corporation paid its three highest paid officers aggregate
compensation from salaries or commissions of $1,264,803 during 1994. The
aggregate remuneration paid to all other officers during 1994 was $1,309,106.
Compensation of sales officers, sales supervisory personnel and registered
representatives totaled $25,208,439 while administrative personnel excluding
officers received $8,037,902 during 1994. The aggregate directors fees paid in
1994 totalled $22,500.

A blanket fidelity bond in an amount of $5,000,000 is carried with Gulf
Insurance Group covering the acts of Directors, Officers, Employees and Sales
Personnel of the Sponsor; an excess blanket fidelity bond in an amount of
$20,000,000 is carried with the ICI Mutual Insurance Company, covering the acts
of Directors, Officers and Employees of the Sponsor. The Sponsor also maintains
$30,000,000 in Directors & Officers/Employees & Officers coverage.

REGULATORY MATTERS. In June 1992, the Funds' underwriter FIC, entered into
a settlement with the SEC to resolve allegations by the agency that certain of
FIC's sales representatives had made misrepresentations concerning the risks of
investing in two high yield bond funds, the First Investors Fund For Income,
Inc. and the First Investors High Yield Fund, Inc. ("High Yield Funds"), and had
sold these Funds to investors for whom they were not suitable. Without
admitting or denying the SEC's allegations, FIC: (a) consented to the entry of a
final judgment enjoining it from violating Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder and Section 17(a) of the 1933
Act; (b) agreed to the entry of an administrative order censuring it and
requiring it to comply with undertakings to improve its policies and procedures
with regard to sales, training, supervision and compliance; and (c) agreed to
pay $24.7 million to certain investors who purchased shares of the High Yield
Funds from in or about November 1984 to in or about November 1990.

FIC, FIMCO and/or certain affiliated entities and persons have entered into
settlements with regulators in 29 states to resolve allegations, similar to
those made by the SEC, concerning sales of the High Yield Funds. In October
1993, as part of settlements with Maine, Massachusetts, New York, Virginia and
Washington ("State Settlements"), FIC, FIMCO and certain affiliated entities
and persons agreed, without admitting or denying any of the allegations, (a) to
be enjoined from violating certain provisions of the state securities laws, (b)
to engage in remedial measures designed to ensure that proper sales practices
are observed in the future, and (c) to pay $7.5 million, in addition to the
$24.7 million previously paid by FIC in connection with the SEC settlement, to
investors in the High Yield Funds. In addition, as part of those settlements,
several FIC executives, including Glenn O. Head, who is an officer and director
of the Funds, agreed to be suspended and enjoined temporarily from associating
with any broker-dealer in a supervisory capacity in certain of

<PAGE>

the states. On December 8, 1993, several present and former FIC executives,
including Mr. Head, also agreed, without admitting or denying the allegations,
to temporary SEC suspensions from associating with broker-dealers and in some
cases other regulated entities in a supervisory capacity.

CUSTODIAN

The Bank of New York (TIN 13-4941102), 48 Wall Street, New York, N.Y.,
10286, acts as Custodian under the Custodian Agreement dated March 12, 1985. The
Custodian is subject to supervision by the New York State Banking Commission.
The duties of the Custodian under the provisions of the Custodian Agreement are
those of bare custodianship. The Custodian holds all securities, cash, checks
and other property in which the funds of the Planholders are invested or are to
be invested, all funds held for such investment, all redemption proceeds, and
other special funds of the Planholders, and all income upon, accretions to, and
proceeds of such property and funds to the extent such assets are delivered to
it. All such assets are held subject to such disbursements as the Sponsor may
direct and subject to a charge for the fees of the Custodian. The Sponsor
directs the Custodian to make disbursements in accordance with the provisions of
the Plan.

The Custodian assumes no duties or obligations not specifically imposed
upon it by the Plan. Without limiting the generality of the foregoing, the
Custodian assumes no responsibility for the choice of the investment, the
investment policies of the investment adviser to the Fund, or for any acts or
omissions on the part of the Sponsor. The Custodian specifically does not assume
the duties of investment ordinarily imposed upon a trustee, and its only
obligations are, as set forth above, to function as bare Custodian under the
Plan. The Custodian may not resign its custodianship under the Plan unless the
Plan has been terminated or unless a successor Custodian has been designated and
has accepted the custodianship.

The Custodian shall have a lien upon the Fund shares held for Planholders
and the proceeds from any redemption thereof for its fees and reimbursable
expenses to the extent that payments by the Planholder and distributions
received on such Fund shares may be insufficient to pay the same. For the fiscal
year ended December 31, 1994, there were no fees paid to the Custodian for
services rendered on behalf of the Plans.

TAXES

Under the Internal Revenue Code of 1986, as amended ("Code"), you are
deemed, for Federal income tax purposes, to be the owner of the underlying Fund
shares accumulated in your Plan account. The Fund has qualified and intends to
continue to qualify for treatment as a regulated investment company under the
Internal Revenue Code of 1986, as amended, so that it will be relieved of
Federal income tax on that part of its investment company taxable income
(consisting generally of taxable net investment income and net short-term
capital gain) and net capital gain that is distributed to its shareholders. In
addition, the Fund intends to continue to qualify to pay "exempt-interest
dividends."

Distributions by the Fund of the excess of interest income from municipal
instruments over certain amounts disallowed as deductions, which are designated
by the Fund as "exempt-interest dividends," generally may be excluded by you
from gross income. Distributions by the Fund of

<PAGE>

interest income from taxable obligations and net short-term capital gain, if
any, are taxable to you as ordinary income to the extent of the Fund's earning
and profits, whether received in cash or paid in additional Fund shares.
Distributions of the Fund's realized net capital gain, if any, when designated
as such, are taxable to you as long-term capital gains, whether received in cash
or paid in additional Fund shares and regardless of the length of time you have
owned your shares. Investors should be aware that if shares are purchased
shortly before the record date for a taxable dividend or capital gain
distribution, the shareholder will pay full price for the shares and receive
some portion of the price back as a taxable distribution. You will receive an
annual statement following the end of each calendar year describing the tax
status of distributions paid by the Fund during that year.

The Sponsor is required to withhold 31% of all dividends, capital gain
distributions and redemption proceeds payable to you (if you are an individual
or certain other non-corporate shareholder) if the Sponsor is not furnished with
your correct taxpayer identification number, and in certain other circumstances.

If you itemize deductions for Federal income tax purposes, you may deduct
maintenance and custodian fees deducted from payments and/or dividend and
capital gain distributions only if the requirements applicable to the
deductibility of "miscellaneous itemized deductions" are satisfied (including
the requirement that they, together with other miscellaneous itemized
deductions, exceed 2% of adjusted gross income). The sales charges paid in
acquiring your Plan should be included for tax purposes in the cost of the Plan
and reinvested dividends or distributions.

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting the Fund and its shareholders; see the Fund's
Prospectus and Statement of Additional Information for a further discussion.
There may be other Federal, state or local tax considerations applicable to a
particular investor. You therefore are urged to consult your own tax advisor.

OFFICERS AND DIRECTORS OF FIRST INVESTORS CORPORATION

The following sets forth the officers and directors of First Investors
Corporation as well as information as to their other affiliations:

GLENN O. HEAD
CHAIRMAN OF THE BOARD AND DIRECTOR, 95 Wall Street, New York, NY 10005.
Chairman of the Board and Director of First Investors Management Company,
Inc. and First Investors Consolidated Corporation, Chairman of the Board,
Director and Treasurer of Administrative Data Management Corp., and an
officer and/or director of other affiliated companies of First Investors
Corporation as well as the investment companies of the First Investors
Group.

MARVIN HECKER
PRESIDENT, 95 Wall Street, New York, NY 10005. Prior to March 1995 First
Vice President, Executive Sales. Prior to March 1991, in First Investors
Corporation's Seminar Complex, New Jersey office.

LAWRENCE A. FAUCI
SENIOR VICE PRESIDENT AND DIRECTOR, 95 Wall Street, New York, NY 10005.
Senior Vice President of First Investors Consolidated Corporation.

<PAGE>

LOUIS RINALDI
SENIOR VICE PRESIDENT, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
Senior Vice President of Administrative Data Management Corp.

KATHRYN S. HEAD
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR, 10 Woodbridge Center
Drive, Woodbridge, NJ 07095. President of First Investors Consolidated
Corporation and First Investors Management Company, Inc., President and
Director of First Financial Savings Bank, S.L.A., Chief Financial Officer
of Administrative Data Management Corp. and an officer and/or director of
other affiliated companies of First Investors Corporation as well as the
investment companies of the First Investors Group.

JOHN T. SULLIVAN
DIRECTOR, 95 Wall Street, New York, NY 10005. Director of First Investors
Management Company, Inc., First Investors Consolidated Corporation and
Administrative Data Management Corp. and an officer and/or director of
other affiliated companies of First Investors Corporation as well as the
investment companies of the First Investors Group.

ROGER L. GRAYSON
DIRECTOR, 95 Wall Street, New York, NY 10005. President and Director,
First Investors Resources. A commodities portfolio manager. A director of
the investment companies of the First Investors Group.

JEREMY J. LYONS
DIRECTOR, 56 Weston Avenue, Chatham, NJ 07928. Publisher, Springer-Verlag
Inc. (publishing), New York, NY. Prior to September 1993, with W.H.
Freeman & Co. (publishing), New York, NY.

MARY JANE KRUZAN
DIRECTOR, 15 Norwood Avenue, Summit, NJ 07901. Corresponding Secretary of
charitable organization.

ANNE CONDON
VICE PRESIDENT, 10 Woodbridge Center Drive, Woodbridge, NJ 07095. Senior
Vice President of Administrative Data Management Corp.

FREDERICK MILLER
VICE PRESIDENT, 10 Woodbridge Center Drive, Woodbridge, NJ 07095. Senior
Vice President of Administrative Data Management Corp.

<PAGE>

MATTHEW SMITH
VICE PRESIDENT, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.

LARRY R. LAVOIE
SECRETARY AND GENERAL COUNSEL, 95 Wall Street, New York, NY 10005. Officer
of certain affiliated companies of First Investors Corporation. Prior to
March 1993, a partner in the law firm of Kirkpatrick & Lockhart.

JOSEPH I. BENEDEK
TREASURER, 10 Woodbridge Center Drive, Woodbridge, NJ 07095. Officer of
other affiliated companies of First Investors Corporation as well as the
investment companies of the First Investors Group.

OTHER OFFICERS
Concetta Durso, Assistant Vice President and Assistant Secretary
Gary Abbott, Assistant Vice President
Philip Adriani, Jr., Assistant Vice President
Randy Pagan, Assistant Vice President
Mark Segal, Assistant Vice President
Iris Goldberg, Assistant Vice President
Elizabeth Reilly, Assistant Vice President
Robert Murphy, Assistant Treasurer
Carol Lerner Brown, Assistant Secretary
Carl Tomik, Assistant Secretary
Frank Williams, Assistant Secretary

SALES OFFICERS

ALVIN BLUMENFELD, Senior Vice President. . . . . . .Scarsdale Division Executive
HOWARD FROMAN, Senior Vice President . . . . . . . .Scarsdale Division Executive
MYRON FELTHEIMER, Senior Vice President. . . . . . . . . . . .Penn Plaza Complex
GEORGE KECHEJIAN, Senior Vice President. . . . . . . . . . . . .Hartford Complex
THOMAS BARDEN, Regional Vice President . . . . . . .Scarsdale Division Executive
JOHN CUPO, Vice President. . . . . . . . . . . . . .Scarsdale Division Executive
RICHARD NADEAU, Vice President . . . . . . . . . . .Scarsdale Division Executive

SALES OFFICE STATE

Robert J. Rundback, Senior Vice President North Jersey NJ
Bruce Cobey, Regional Vice President Albany Complex NY
John Murphy, Regional Vice President Springfield MA

<PAGE>

SALES OFFICE STATE

Sam Agust, Vice President Lexington NY
John Bucsek, Vice President Grand Central Complex NY
Paul Caccomo, Vice President Detroit MI
Conrad Charak, Vice President Penn Plaza Complex NY
Avra L. Cohn, Vice President Skokie IL
Denis Collins, Vice President New Orleans LA
Richard Di Paolo, Vice President Columbus OH
Steve Domenitz, Vice President Philadelphia PA
Benn Feltheimer, Vice President Penn Plaza Complex NY
Ben N. Gardner, Vice President Wall Street NY
John Golden, Vice President Garden City NY
Gus Graff, Vice President Huntington NY
James Hoysick, Vice President Denver CO
Bruce Katz, Vice President Miami FL
Brian Kennedy, Vice President Cleveland OH
Andrew Levenson, Vice President Boston South MA
Milton Levy, Vice President Penn Plaza NY
Steve Manning, Vice President Lauderhill FL
Mary McConnell, Vice President Tudor City NY
Loren P. Morse, Vice President Binghamton NY
Jim Morton, Vice President Chicago IL
Fred Nero, Vice President Albany NY
Jerry Nettuno, Vice President Winter Park FL
Paul Prete, Vice President New Haven CT
James Reilly, Vice President Jersey Shore NJ
Richard C. Risley, Vice President Hartford CT
Ronald Rovelli, Vice President Norfolk VA
Stuart Rudnick, Vice President Scarsdale Complex NY
Richard Rustic, Vice President Hartford CT
Malvin S. Scherr, Vice President Los Angeles CA
Stephen Sheron, Vice President Elmsford NY
Jay Stainsby, Vice President Buffalo Complex NY
Richard Starace, Vice President Bronx NY
Sal Talamo, Vice President Indianapolis IN
Norman Wigutow, Vice President Washington DC
Frank Williams, Vice President Wall Street NY
Max Zwiebel, Vice President Penn Plaza NY

Frank Cimino, Senior Resident Vice President Central Jersey NJ
Philip J. Franco, Senior Resident Vice President Central Jersey NJ
Albert Gallo, Senior Resident Vice President Penn Plaza NY
Peter Kulas, Senior Resident Vice President Central Jersey NJ
Perry Moskowitz, Senior Resident Vice President Grand Central NY
Richard Paul, Senior Resident Vice President Central Jersey NJ
Edmund Reichard, Senior Resident Vice President Wall Street NY

<PAGE>

SALES OFFICE STATE

Buddy Schiff, Senior Resident Vice President Garden City NY
Jack Tuck, Senior Resident Vice President Lauderhill FL
Frank Cimino, Senior Resident Vice President Central Jersey NJ
Garrett Cutler, Resident Vice President Grand Central NY
Sunny Ensley, Resident Vice President Penn Plaza NY
Milton Fried, Resident Vice President Lexington NY
Christine D. Froman, Resident Vice President Elmsford NY
Sal Gallo, Resident Vice President Penn Plaza NY
Peter Hesbacher, Resident Vice President Jersey Shore NJ
Pete Kulas, Resident Vice President Central Jersey NJ
Lou Lombardi, Resident Vice President Grand Central NY
Walter Markowitz, Resident Vice President Grand Central NY
Hy Morgenstein, Resident Vice President Lexington NY
Alvin Person, Resident Vice President Penn Plaza NY
Henia Reiser, Resident Vice President Penn Plaza NY
Frank Sautner, Resident Vice President Central Jersey NJ
Bernard Shultz, Resident Vice President Penn Plaza NY
Harold Silvey, Resident Vice President Grand Central NY
Sanford Zipser, Resident Vice President Huntington NY

Dennis Burd, Associate Vice President Pittsburgh PA
Jack Cline, Associate Vice President Fort Worth TX
Ted Davis, Associate Vice President Albany NY
Michael Fioroni, Associate Vice President Springfield MA
Gregory Gelineau, Associate Vice President Narragansett Bay RI
John Gentry, Associate Vice President Nebraska Central NE
Dino Giovannone, Associate Vice President Wheeling WV
Robert Graef, Associate Vice President New Haven CT
Ray Imbro, Associate Vice President City Line PA
Alan Kasser, Associate Vice President Houston TX
Christopher Kinsky, Associate Vice President Denver Lodo CO
Joy Kourkounis, Associate Vice President Buffalo NY
Stephen E. Krise, Associate Vice President Charlotte NC
Christopher Long, Associate Vice President New Haven CT
Jim Messecar, Associate Vice President Jacksonville FL
Luciano Miceli, Associate Vice President Buffalo NY
Tom Morin, Associate Vice President Richmond VA
Don Skelly, Associate Vice President Jacksonville FL
Timothy Smith, Associate Vice President Newburgh NY
William Stead, Associate Vice President Phoenix AZ
Patricia Theil, Associate Vice President Denver CO
Howard Washburn, Associate Vice President Seattle WA

Janice Barlow, Assistant Vice President Tampa FL
Sandro Barone, Assistant Vice President Wall Street NY

<PAGE>

SALES OFFICE STATE

John Berry, Assistant Vice President Washington VA
Nicholas Bollas, Assistant Vice President Boston North MA
Robert Bugdal, Assistant Vice President Central Jersey NJ
Steve Cooper, Assistant Vice President Tucson AZ
Paul Corapi, Assistant Vice President Jersey Shore NJ
Arthur A. Cornick, Assistant Vice President Lauderhill FL
Ted Davis, Assistant Vice President Albany NY
Jay Epstein, Assistant Vice President Buffalo NY
Robert Flood, Assistant Vice President Tampa FL
Judith Fryer, Assistant Vice President Lexington NY
Johnny Fu, Assistant Vice President Wall Street NY
Jack Gardner, Assistant Vice President Wall Street NY
Henry Golinski, Assistant Vice President Grand Central NY
Herman Groen, Assistant Vice President Penn Plaza NY
William Henderson, Assistant Vice President Astro TX
Ronald W. Hoffer, Assistant Vice President Indianapolis IN
Terry Humphries, Assistant Vice President New Orleans LA
Fred Johnson, Assistant Vice President Norfolk VA
Kevin Keating, Assistant Vice President Wheeling WV
Vincent Martucci, Assistant Vice President North Jersey NJ
John Timothy McCue, Assistant Vice President Wall Street NY
Robert McGeorge, Assistant Vice President Keeneland KY
Timothy Neuville, Assistant Vice President Anaheim CA
William Newman, Assistant Vice President New Haven CT
James Pelletteri, Assistant Vice President Albany NY
Anthony Philbin, Assistant Vice President Penn Plaza NY
George Rescigno, Assistant Vice President Miami FL
Anthony J. Rinaldi, Assistant Vice President Los Angeles CA
David Roy, Assistant Vice President Boston South MA
Harvey Sanders, Assistant Vice President Wall Street NY
Raphael J. Schnelly, Assistant Vice President St. Paul MN
Timothy Scrodin, Assistant Vice President Albany NY
Peter Shalvoy, Assistant Vice President Grand Central NY
Robert Stutzman, Assistant Vice President Nebraska Central NE
Albert Troisi, Assistant Vice President Elmira NY
Anthony Trozzi, Assistant Vice President Penn Plaza NY
Linda Tucker, Assistant Vice President Alexandria VA
Anthony Valente, Assistant Vice President Elmsford NY
Landon Vath, Assistant Vice President St. Paul MN
Joseph Ventura, Assistant Vice President Albany NY
Michael Weiss, Assistant Vice President New Haven CT
Dan White, Assistant Vice President Boundbrook NJ

<PAGE>

STATISTICAL DATA APPLICABLE TO
FIRST INVESTORS PLANS

CONTRACTUAL PLAN VS. OPEN ACCOUNT
COST COMPARISON ($50 PER MONTH--10 YEAR PLAN)

THE UNDERLYING FUND
FIRST INVESTORS PLAN UNDER AN OPEN ACCOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
Maintenance % Net % Sales % Net
and % Total Investment Total Charges Investment
Total Sales Custodian Total Sales to Total Sales to Total to Total
Payments Charge Fees Charges Charge Payments Charges Payments Payments
----------- --------- ---------- -------- ------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

6 Months . . . . . . . $ 350.00 $ 173.25 $ 10.50 $183.75 49.50% 47.50% $ 21.53 6.25% 93.75%
1 Year . . . . . . . . 650.00 321.75 19.50 341.25 49.50 47.50 39.98 6.25 93.75
2 Years . . . . . . . . 1,250.00 327.03 37.50 364.53 26.16 70.84 76.88 6.25 93.75
10 Years . . . . . . . 6,000.00 368.83 180.00 548.83 6.15 90.85 369.00 6.25 93.75

</TABLE>

<PAGE>

$6,000 TEN-YEAR PAYMENT PLAN

ILLUSTRATION OF A PLAN UNDER FIRST INVESTORS CORPORATION CONTRACTUAL PLANS
FOR INVESTMENT IN FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

This illustration is in terms of an assumed investment of $50 per month for
the period January 1, 1985 to December 31, 1994 with dividend and capital gain
distributions paid in additional Fund shares. The Plan provides for ten years of
investing and an additional ten years during which dividends from investment
income and distributions from capital gains on accumulated Fund shares are paid
in shares.

The period covered was one of fluctuating securities prices. The results
shown should not be considered as a representation of the dividend income or
capital gain (or loss) which may be realized from an investment made in the Fund
today. A program of the type illustrated does not assure a profit, or protect
against depreciation in declining markets.

The table below was computed at the maximum sales charge of 8.75%. As of
this date of this Prospectus, the maximum sales charge has been reduced to
6.25%. If the current maximum sales charge had been in place, Deductions would
have been lower and Total Value of Shares would have been higher.

DEDUCTIONS*
---------------------------
MONTHLY PAYMENTS
- ------------------------------------------
Annual Maintenance
dividend Total and
Year Income Cumulative Sales Custodian
Ended Annually Cumulative Reinvested Cost (a) Charge Fees
- ---- -------- ---------- ---------- ---------- ------ ----
<S> <C> <C> <C> <C> <C> <C>

1985 $650.00 $ 650.00 $ 17.58 $ 667.58 $321.75 $13.00
1986 600.00 1,250.00 55.52 1,323.20 9.36 12.00
1987 600.00 1,850.00 99.20 2,022.40 9.36 12.00
1988 600.00 2,450.00 151.15 2,773.55 9.36 12.00
1989 600.00 3,050.00 202.87 3,576.42 9.36 12.00
1990 600.00 3,650.00 256.39 4,432.81 9.36 12.00
1991 600.00 4,250.00 309.71 5,342.52 9.36 12.00
1992 600.00 4,850.00 351.75 6,294.27 9.36 12.00
1993 600.00 5,450.00 383.36 7,277.63 9.36 12.00
1994 550.00 6,000.00 408.57 8,236.20 8.58 11.00
---------
$2,236.20

BALANCE
INVESTED
AFTER DEDUCTIONS
-----------------------------
Annual
Capital No. of Asset Total
Year Gain Distribution Shares Value Value of
Ended Annually Cumulative Reinvested Accumulated(b) Reinvest Shares
- ----- -------- ---------- ---------- -------------- -------- ------
<S> <C> <C> <C> <C> <C> <C>

1985 $ 332.83 $ 332.83 $ .00 $ 36.348 $ 9.48 $ 334.58
1986 634.26 967.09 .93 100.317 10.14 1,017.21
1987 677.84 1,644.93 .00 169.489 9.63 1,632.18
1988 729.79 2,374.72 .00 243.960 9.91 2,417.64
1989 781.51 3,156.23 .00 322.091 10.02 3,227.35
1990 835.03 3,991.26 .00 406.389 9.93 4,035.44
1991 888.35 4,879.61 .00 494.775 10.23 5,061.55
1992 930.39 5,810.00 27.37 587.983 10.32 6,067.98
1993 962.00 6,772.00 102.74 688.689 10.56 7,272.56
1994 938.99 7,710.99 .00 783.963 9.42 7,384.93
-------
$131.04

<FN>
* Under the terms of this Plan, out of the initial double payment of $100,
$49.50 is deducted as a sales charge, with $24.75 being deducted as a sales
charge from each of the next 11 payments. Additional deductions include $2.00
from the initial payment and $1.00 from each of the next 11 payments for
maintenance and custodian fees. Total deductions from the first 13 payments
equal $334.75, or 52% of the total of the first 13 monthly payments. If all of
the first 10 years' payments are made, total sales charges and other deductions
amount to 10.75% of the total agreed payments.

(a) Reflects the cumulative total of monthly payments plus the cumulative
amount of dividends paid in shares.

(b) Shares purchased include 549.311 from net payments invested, 222.177 from
net dividend income and 12.475 from capital gain distributions.

</TABLE>

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>

DECEMBER 31, 1994
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

ASSETS
First Investors Insured Tax Exempt Fund, Inc. shares,
at value (Cost $55,218,564) (NOTE 3) $52,328,241
Dividend receivable 40,647
Cash 4,248
-----------
TOTAL ASSETS 52,373,136

LIABILITIES
Dividends payable in cash $36,342
Payable for First Investors Insured Tax Exempt Fund, Inc.
shares purchased 1,141
Custodian fees payable 4,305
Planholders' prepayments of life insurance premiums 3,107
-------
TOTAL LIABILITIES 44,895
-----------

NET ASSETS (Equivalent to $9.42 per share based on
5,555,015 shares of capital stock owned on outstanding plans) $52,328,241
-----------
-----------

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

</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

STATEMENT OF OPERATIONS

<TABLE>

YEAR ENDED DECEMBER 31, 1994

- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

INVESTMENT INCOME
DISTRIBUTIONS RECEIVED ON SHARES OF
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.
From: Net investment income $ 3,119,335

EXPENSES
Custodian fees $ 52,091
Delegated service fees 19,835
----------
TOTAL EXPENSES 71,926
-----------
INVESTMENT INCOME - NET 3,047,409
-----------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
COMPLETE AND PARTIAL LIQUIDATIONS,
INCLUDING SHARES DELIVERED TO
PLANHOLDERS AT MARKET VALUE
Proceeds received,
net of custodian fees of $1,245 8,274,864
Cost of shares 8,365,547
----------
NET REALIZED LOSS (90,683)

UNREALIZED APPRECIATION (DEPRECIATION)
Beginning of year 3,456,801
End of year (2,890,323)
----------
NET DEPRECIATION FOR THE YEAR (6,347,124)
-----------
NET REALIZED AND UNREALIZED
LOSS ON PLAN SHARES (6,437,807)
-----------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $(3,390,398)
-----------
-----------

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

</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 1994 AND 1993

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

1994 1993
---- ----
<S> <C> <C>

INCREASE (DECREASE) IN NET ASSETS FROM
Investment income - net $ 3,047,409 $ 4,210,094
Realized gain (loss) on plan liquidations (90,683) 602,094
Unrealized appreciation (depreciation)
on plan shares held (6,347,124) 769,788
----------- -----------
(3,390,398) 5,581,976
Distributions to planholders from
investment income - net (3,047,409) (4,210,094)
Capital share transactions - net (NOTE 2) (1,585,830) 795,485
----------- -----------

NET INCREASE (DECREASE) IN NET ASSETS (8,023,637) 2,167,367

NET ASSETS
Beginning of year 60,351,878 58,184,511
----------- -----------

END OF YEAR $52,328,241 $60,351,878
----------- -----------
----------- -----------

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

</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

(1) SIGNIFICANT ACCOUNTING POLICIES

The Plan is a unit investment trust registered under the Investment Company
Act of 1940. The following significant accounting policies, which are in
conformity with generally accepted accounting principles for unit
investment trusts, are consistently used in the preparation of its
financial statements.

SECURITY VALUATION

Investments are valued at the net asset value of Fund shares held.

TRANSACTION DATES

Share transactions are recorded on the trade date. Investment income
and realized gains distributions are recorded on the ex-dividend date.

INCOME TAXES

No provision is made for federal income tax. All distributions of
net investment income and realized gains received by Planholders are
treated as if received directly from the underlying Fund. A
Planholder realizes a gain or loss on liquidation for cash but not on
withdrawal of the underlying Fund shares.

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

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
- --------------------------------------------------------------------------------

(2) CAPITAL SHARES

At December 31, 1994 and 1993, the Plan held 5,555,015 and 5,715,140 shares
of First Investors Insured Tax Exempt Fund, Inc., respectively. Capital
transactions in First Investors Insured Tax Exempt Fund, Inc. shares were
as follows:

YEARS ENDED DECEMBER 31,
------------------------
1994 1993
------------------------------ -----------------------------
AMOUNT SHARES AMOUNT SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>

Planholders' payments * $ 4,357,900 $6,351,891
----------- ----------
Less
Sales charges 234,045 387,231
Custodian fees 38,350 44,233
Insurance premiums 165 546
----------- ----------
272,560 432,010
----------- ----------
Balance invested in
First Investors
Insured Tax Exempt
Fund, Inc. shares 4,085,340 414,344 5,919,881 559,782
Shares of
First Investors
Insured Tax Exempt
Fund, Inc. acquired
on reinvestment of
distributions received 2,603,694 266,937 3,674,097 347,772
Redemptions and
cancellations of
First Investors
Insured Tax Exempt
Fund, Inc. shares (8,274,864) (841,406) (8,798,493) (830,448)
----------- -------- ---------- --------

NET INCREASE (DECREASE) $(1,585,830) (160,125) $ 795,485 77,106
----------- -------- ---------- --------
----------- -------- ---------- --------

<FN>
* NET OF REFUNDS (SEE NOTE 4)
- --------------------------------------------------------------------------------

</TABLE>

<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
- --------------------------------------------------------------------------------

(3) PLANHOLDERS' COST OF FIRST INVESTORS INSURED TAX EXEMPT FUND, INC. SHARES

The investment in First Investors Insured Tax Exempt Fund, Inc. shares is
carried at identified cost, which represents the amount available for
investment (including reinvested distributions of net investment income and
realized gains) in such shares after deduction of sales charges, custodian
fees, and insurance premiums, if applicable.

The totals for each plan type are listed below.

PLANS OUTSTANDING - DECEMBER 31, 1994

MONTHLY SINGLE
PAYMENT PAYMENT
PLANS PLANS TOTAL
------- ------- -----
<S> <C> <C> <C>

TOTAL AGREED PAYMENTS $95,804,596 $13,952,074 $109,756,670
----------- ----------- -----------
----------- ----------- -----------

Total payments made by
Planholders on plans
outstanding $35,561,848 $13,952,074 $49,513,922
Reinvested distributions from
Net investment income 11,208,306 3,924,827 15,133,133
Realized gains 633,137 240,265 873,402
----------- ----------- -----------

TOTAL 47,403,291 18,117,166 65,520,457
----------- ----------- -----------
Deductions
Fees and service charges 3,952,277 719,322 4,671,599
Insurance premiums 10,277 - 10,277
----------- ----------- -----------
TOTAL DEDUCTIONS 3,962,554 719,322 4,681,876
----------- ----------- -----------
Net investment in
First Investors Insured Tax
Exempt Fund, Inc. shares 43,440,737 17,397,844 60,838,581
Less cost of partial withdrawals 4,521,215 1,098,802 5,620,017
----------- ----------- -----------
NET COST OF
FIRST INVESTORS INSURED TAX
EXEMPT FUND, INC. SHARES 38,919,522 16,299,042 55,218,564
UNREALIZED DEPRECIATION (2,134,950) (755,373) (2,890,323)
----------- ----------- -----------
NET AMOUNT APPLICABLE
TO PLANHOLDERS $36,784,572 $15,543,669 $52,328,241
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

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

32
<PAGE>

FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

(4) TRANSACTIONS WITH AFFILIATES

First Investors Corporation, the Plan Sponsor, receives all sponsor fees
from Plan payments and an annual delegated service fee from Plan dividends.
Administrative Data Management Corp., the Plan Transfer Agent, receives
the custodian fees from Plan payments, dividends and liquidations. Plan
payments, as shown in Note 2, are net of sponsor fee refunds of $20,611 and
$30,215, and custodian fee refunds of $111 and $193 for the years ended
December 31, 1994 and 1993, respectively.

First Investors Life Insurance Company, Inc. serves as insurer for Plans
issued with group reducing term insurance.

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

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

BOARD OF DIRECTORS
FIRST INVESTORS CORPORATION
AND THE PLANHOLDERS OF
FIRST INVESTORS SINGLE PAYMENT AND
PERIODIC PAYMENT PLANS FOR INVESTMENT IN
FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.
NEW YORK, NEW YORK

We have audited the accompanying statement of assets and liabilities of First
Investors Single Payment and Periodic Payment Plans for Investment in First
Investors Insured Tax Exempt Fund, Inc. as of December 31, 1994, the related
statement of operations for the year then ended, and the statement of changes in
net assets for each of the two years in the period then ended. These financial
statements are the responsibility of the plan sponsor, First Investors
Corporation. 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. Our
procedures included confirmation of shares held as of December 31, 1994, by
correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by the plan sponsor,
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 Single Payment
and Periodic Payment Plans for Investment in First Investors Insured Tax Exempt
Fund, Inc. at December 31, 1994, and the results of its operations and the
changes in its net assets for the respective periods then ended, in conformity
with generally accepted accounting principles.

/s/Tait, Weller & Baker

TAIT, WELLER & BAKER

PHILADELPHIA, PENNSYLVANIA
FEBRUARY 23, 1995

<PAGE>

THE FINANCIAL STATEMENTS SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS. THEY ARE INCLUDED IN
THE PROSPECTUS FOR THE PURPOSE OF INFORMING INVESTORS AS TO THE FINANCIAL
RESPONSIBILITY OF THE SPONSOR AND ITS ABILITY TO CARRY OUT ITS CONTRACTUAL
OBLIGATIONS.

FIRST INVESTORS CORPORATION
BALANCE SHEET

DECEMBER 31, 1994

<TABLE>

ASSETS
<S> <C> <C>

CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,884,795
Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364,764
Receivables from customers and others . . . . . . . . . . . . . . . . . . . . . . 2,183,493
Salesmen advances--net, prepaid expenses and other
amounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,729,743
Receivable from affiliated companies. . . . . . . . . . . . . . . . . . . . . . . 21,237
-----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,184,032

FIXED ASSETS
Leasehold improvements and equipment (less accumulated
depreciation and amortization of $1,965,000) . . . . . . . . . . . . . . . . . 527,520

OTHER ASSETS
Marketable securities--restricted . . . . . . . . . . . . . . . . . . . . . . . . $ 111,696
Cash and cash equivalents segregated under
Federal Regulations (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . 2,430,978
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 572,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61,656
----------
Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,176,330
-----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,887,882
-----------
-----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Payable for securities purchased. . . . . . . . . . . . . . . . . . . . . . . . . $ 7,207,916
Payable to dealers and customers. . . . . . . . . . . . . . . . . . . . . . . . . 1,208,690
Accrued commissions and supplier accounts payable . . . . . . . . . . . . . . . . 916,549
Other liabilities and accrued expenses. . . . . . . . . . . . . . . . . . . . . . 5,200,528
-----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . 14,533,683

CONTINGENCIES (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --

STOCKHOLDERS' EQUITY
Common stock, no par, stated value $5,
200 shares authorized, issued and outstanding. . . . . . . . . . . . . . . . . 1,000
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,353,199
----------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . 6,354,199
-----------
Total liabilities and stockholders' equity . . . . . . . . . . . . . . . . . . $20,887,882
-----------
-----------

</TABLE>

See notes to financial statements

<PAGE>

FIRST INVESTORS CORPORATION
STATEMENT OF INCOME (LOSS) AND RETAINED EARNINGS

YEAR ENDED DECEMBER 31, 1994
<TABLE>

REVENUE
Commissions on sales of Funds and other securities. . . . . . . . . . . . . . . . $20,912,446
Sales of variable life insurance products . . . . . . . . . . . . . . . . . . . . 6,650,851
Sponsor fees on periodic and single payment investment plans. . . . . . . . . . . 982,148
Service fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,006,748
-----------

32,552,193
Less commission expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,981,843
-----------
15,570,350

Income from investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,691
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,394,074
-----------
Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,015,115

EXPENSES
Selling expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12,723,556
Administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,517,782
-----------

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,241,338
------------

Loss before income tax benefit. . . . . . . . . . . . . . . . . . . . . . . . . . (4,226,223)
Income tax benefit (Note 8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,565,000)
-----------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,661,223)
Retained earnings (deficit)
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,451,404)
-----------

End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(6,112,627)
-----------
-----------

</TABLE>

See notes to financial statements

36
<PAGE>

FIRST INVESTORS CORPORATION
STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1994

<TABLE>

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<S> <C>

Cash flows from operating activities
Commissions and fees received - net. . . . . . . . . . . . $ 22,015,967
Other revenue. . . . . . . . . . . . . . . . . . . . . . . 1,394,074
Investment income received . . . . . . . . . . . . . . . . 340,309
Cash paid to suppliers and employees . . . . . . . . . . . (25,393,076)
Cash received from segregated trust account. . . . . . . . 206,114
Income taxes refunded. . . . . . . . . . . . . . . . . . . 1,891,703
-------------

Net cash provided by operating activities. . . . . . . . 455,091
-------------

Cash flows from investing activities
Proceeds received on sale of investment securities . . . . 476,512
Capital expenditures . . . . . . . . . . . . . . . . . . . (149,932)
-------------

Net cash used for investing activities . . . . . . . . . 326,580
-------------

Cash flows from financing activities
Capital contribution by parent . . . . . . . . . . . . . . 600,000
-------------

Net increase in cash and cash equivalents. . . . . . . . 1,381,671

Cash and cash equivalents
Beginning of year. . . . . . . . . . . . . . . . . . . . 10,503,124
-------------

End of year. . . . . . . . . . . . . . . . . . . . . . . $ 11,884,795
-------------
-------------

</TABLE>

37
<PAGE>

FIRST INVESTORS CORPORATION
STATEMENT OF CASH FLOWS--(Continued)

YEAR ENDED DECEMBER 31, 1994

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
OPERATING ACTIVITIES

<TABLE>

<S> <C>

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,661,223)

Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . 180,807
Loss on sale of investment securities. . . . . . . . . . . . . . . . . . . . . . 77,777
Net unrealized loss on marketable securities . . . . . . . . . . . . . . . . . . 211,841
Provision for deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . 208,000

(Increase) decrease in
Receivable from dealers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 785,872
Receivable from customers. . . . . . . . . . . . . . . . . . . . . . . . . . . 1,484,206
Receivable from Funds - shares redeemed. . . . . . . . . . . . . . . . . . . . (570,263)
Receivable from Funds - distribution fees. . . . . . . . . . . . . . . . . . . 146,374
Salesmen's advances - net. . . . . . . . . . . . . . . . . . . . . . . . . . . 120,757
Prepaid expenses and miscellaneous receivables . . . . . . . . . . . . . . . . 113,587
Cash and cash equivalents segregated under federal regulations . . . . . . . . 206,114
Receivable from affiliated companies . . . . . . . . . . . . . . . . . . . . . 443,801
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,882

Increase (decrease) in
Payable for securities purchased . . . . . . . . . . . . . . . . . . . . . . . (205,461)
Customer credit balances . . . . . . . . . . . . . . . . . . . . . . . . . . . (107,223)
Payable to dealers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638,621
Accrued commissions payable. . . . . . . . . . . . . . . . . . . . . . . . . . (380,680)
Accounts payable--suppliers. . . . . . . . . . . . . . . . . . . . . . . . . . (108,696)
Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . (1,495,497)
Payable to affiliated companies. . . . . . . . . . . . . . . . . . . . . . . . 1,363,495
------------

Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . . $ 455,091
------------
------------

</TABLE>

See notes to financial statements

38
<PAGE>

FIRST INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS

December 31, 1994

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

First Investors Corporation (the "Company"), a wholly-owned subsidiary of
First Investors Consolidated Corporation ("FICC"), is engaged in business as a
broker-dealer primarily for the First Investors family of mutual funds
("Funds").

CASH EQUIVALENTS

The Company considers all investments in money market funds to be cash
equivalents.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the normal course of business, the Company's customer activities involve
the execution and settlement of customer transactions. These activities may
expose the Company to risk of loss in the event the customer is unable to
fulfill its contracted obligations, in which case the Company may have to
purchase or sell financial instruments at prevailing market prices. Any loss
from such transactions is not expected to have a material effect on the
Company's financial statements.

SECURITY TRANSACTIONS

Security transactions are recorded on a trade date basis with related
commission income and expenses recorded as of the trade date.

MARKETABLE SECURITIES

Marketable securities are valued at market and include securities acquired
for investment purposes and securities held for re-sale to customers. As of
December 31, 1994, marketable securities consist principally of common stocks.
Marketable securities subject to withdrawal restrictions are classified under
"Other assets".

LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment are recorded at cost. Depreciation and
amortization are provided on a straight-line basis over the estimated useful
life of the asset, ranging from 5 to 15 years, or the remaining life of the
lease.

DISTRIBUTION PLANS

Pursuant to separate underwriting agreements with the Funds, the Company is
entitled to commissions on the sale of shares of the Funds in an amount ranging
from one percent to six and one-quarter percent of the amount received on the
sales. In addition, under separate distribution plans

39
<PAGE>

FIRST INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

adopted under Rule 12b-1 of the Investment Company Act of 1940 for each Fund,
the Company receives distribution and service fees in an amount up to three-
tenths of one percent of the Fund's average daily net assets. The distribution
fees are intended to cover the cost of distributing the Fund shares, including
cost of travel and office expenses. The service fees provide for servicing or
maintenance of shareholder accounts, including payments to registered
representatives who provide ongoing servicing to such accounts. For the year
ended December 31, 1994, $4,812,953 of distribution fees were received from the
Funds and recorded as a reduction to selling expenses.

INCOME TAXES

The Company files consolidated federal and certain state income tax returns
with its parent and certain other wholly-owned subsidiaries of the parent. It is
the policy of the parent to allocate the applicable federal taxes (benefits) to
each subsidiary on a separate return basis.

The provision for income taxes includes amounts currently payable and
deferred income taxes (benefits). These deferred amounts arise from using
different accounting methods for tax and financial statement purposes, primarily
for unrealized appreciation (depreciation) of securities, sponsor fee refunds
and various accrued expenses.

NOTE 2--CASH AND CASH EQUIVALENTS SEGREGATED UNDER FEDERAL REGULATIONS

At December 31, 1994, cash and cash equivalents of approximately $2,431,000
were segregated in a special reserve bank account for the benefit of customers
under Rule 15c3-3 of the Securities Exchange Act of 1934 ("1934 Act"). The
minimum amount required was approximately $1,266,000. In January 1995, the
Company withdrew $950,000 from the special reserve bank account.

NOTE 3--RELATED PARTIES

The Company and certain wholly-owned subsidiaries of its parent share
office space and data processing facilities. The Company is charged its
proportionate share of expenses based on space occupied and usage of the data
processing facilities. Additionally, the Company charges certain of its
affiliates for management, office space and other services based upon time
allocated to the management and operation of the affiliate and space occupied.
During the year 1994 the Company charged certain of its affiliates approximately
$3,812,000 for management and other services and approximately $406,000 for
office space. The Company purchased approximately $599,000 of data processing
services, and approximately $339,000 of office space during the year.

The Company also receives commissions and fees on the sale of various life
insurance products from an affiliated life insurance company. For 1994, these
commissions and fees amounted to approximately $6,651,000.

In addition to the outstanding advances between the Company and its
affiliates, the Company at December 31, 1994 had approximately $3,039,000
deposited in an account of an affiliated savings bank, and approximately
$7,376,000 invested in First Investors mutual funds, principally in the money
market fund.

40
<PAGE>

FIRST INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE 4--PROFIT-SHARING PLAN

The Company is a participating employer with certain other wholly-owned
subsidiaries of its parent in a profit-sharing plan covering all of its eligible
employees. Contributions to the plan are determined annually by the Board of
Directors and are based on the consolidated income of the parent. There were no
contributions for 1994. FICC has assumed the responsibility of the Company's
non-qualified profit-sharing plan for the benefit of registered representatives.

NOTE 5--LEASES

The Company leases office space under terms of various lease agreements,
certain of which are cancelable at the end of specified time periods and others
which are non-cancelable, expiring at various times through 2005. Total rent
expense was approximately $3,340,000 for 1994. The minimum annual rental
commitments relating to leases in effect as of December 31, 1994 exclusive of
taxes and other charges by lessors subject to escalation clauses, are as
follows:

1995 . . . . . . . . . . . . . . . . . . . . $ 3,090,000
1996 . . . . . . . . . . . . . . . . . . . . 2,700,000
1997 . . . . . . . . . . . . . . . . . . . . 2,387,000
1998 . . . . . . . . . . . . . . . . . . . . 2,127,000
1999 through 2005. . . . . . . . . . . . . . 11,719,000
-----------
$22,023,000
-----------
-----------

NOTE 6--LITIGATION

The Company is a defendant in a number of sales practice cases which allege
that certain of the Company's sales representatives had made misrepresentations
concerning the risks of investing in First Investors Fund For Income, Inc. and
First Investors High Yield Fund, Inc., investment companies which invest
primarily in high yield funds. The Company has made tentative settlements in
connection with several of these cases which involve collectively approximately
180 investors. The Company's parent has assumed and accrued a liability for
these settlements for approximately $3.5 million in 1994. This amount was
subsequently paid in January 1995. The Company believes that the remaining
cases, which involve collectively approximately 17 investors, will not have a
material adverse effect on its financial condition. The Company's parent has
agreed to assume such liabilities, if any.

The Company is a defendant in a number of other lawsuits involving claims
for damages of the type normally associated with the Company's business.
Management is of the opinion that such lawsuits will not result in any material
liability to the Company.

41
<PAGE>

FIRST INVESTORS CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

NOTE 7--NET CAPITAL REQUIREMENTS

As a registered broker-dealer the Company is subject to the Uniform Net
Capital Rule, Rule 15c3-1, under the 1934 Act. Under the alternative method
permitted by this Rule, required net capital shall not be less than 2% of
aggregate debit items arising from customer security transactions. At
December 31, 1994, the Company had net capital of approximately $1,935,000, or
an excess of approximately $1,685,000, over net capital required of $250,000.

For additional information, the Company's statement of financial condition
filed pursuant to Rule 17a-5 under the 1934 Act is available for inspection at
the Company's main office or at the regional office of the SEC.

42
<PAGE>

NOTE 8--INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109"), effective January 1, 1993. SFAS 109
is an asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's financial statements or tax returns.

The provision for income taxes consists of the following:

CURRENT
Federal . . . . . . . . . . . . . . . . . . . $ (1,590,000)
State and local . . . . . . . . . . . . . . . (183,000)
------------
(1,773,000)
------------
DEFERRED
Federal . . . . . . . . . . . . . . . . . . . 164,300
State and local . . . . . . . . . . . . . . . 43,700
------------
208,000
------------
Total . . . . . . . . . . . . . . . . . . $ (1,565,000)
------------
------------

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

Unrealized gains . . . . . . . . . . . . . . . . . $ (29,600)
Accrued expenses . . . . . . . . . . . . . . . . . (470,000)
Depreciation . . . . . . . . . . . . . . . . . . . (97,500)
Other. . . . . . . . . . . . . . . . . . . . . . . 25,100
------------
$ (572,000)
------------
------------

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

Statutory rate . . . . . . . . . . . . . . . . . . 34.0%
Increases in effective tax rate resulting from:
State and local income taxes, net of federal
tax benefit . . . . . . . . . . . . . . . . . 1.1
Other . . . . . . . . . . . . . . . . . . . . 1.9
----
Actual effective rate. . . . . . . . . 37.0%
----
----

43
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholder
First Investors Corporation
New York, New York

We have audited the accompanying balance sheet of First Investors
Corporation as of December 31, 1994, and the related statements of operations
and retained earnings (deficit), and cash flows for the year 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 audit.

We conducted our audit 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 audit provides 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 Corporation
at December 31, 1994 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 15, 1995

44
<PAGE>

SALES OFFICES

ARIZONA ILLINOIS NEBRASKA OREGON
PHOENIX CHICAGO OMAHA BEAVERTON
TUCSON ELGIN
OAKBROOK NEW JERSEY PENNSYLVANIA
CALIFORNIA WESTCHESTER FAIRFIELD BALA CYNWYD
ANAHEIM ISELIN FEASTERVILLE
LOS ANGELES INDIANA MANASQUAN PHILADELPHIA
SAN JOSE INDIANAPOLIS MIDDLESEX PITTSBURGH
SHREWSBURY
COLORADO KENTUCKY WOODBRIDGE RHODE ISLAND
DENVER LEXINGTON WARWICK
ENGLEWOOD NEW YORK
LOUISIANA ALBANY TEXAS
CONNECTICUT METAIRIE BINGHAMTON FT. WORTH
HARTFORD BRONX HOUSTON
NORTH HAVEN MAINE ELMIRA
PORTLAND ELMSFORD VIRGINIA
FLORIDA FAYETTEVILLE ARLINGTON
FORT MARYLAND JERICHO GLEN ALLEN
LAUDERDALE COLUMBIA MANHATTAN HAMPTON
JACKSONVILLE MINEOLA RESTON
LAUDERHILL MASSACHUSETTS NEWBURGH
MIAMI HOLYOKE ROCHESTER WASHINGTON
NORTH MIAMI QUINCY SPRING VALLEY TUKWILA
TAMPA WOBURN WHITE PLAINS
WINTER PARK WHITE PLAINS WEST VIRGINIA
MICHIGAN WILLIAMSVILLE WHEELING
GEORGIA NORTHVILLE
ATLANTA NORTH CAROLINA WISCONSIN
NORCROSS MINNESOTA CHARLOTTE BROOKFIELD
BLOOMINGTON
OHIO
MISSOURI COLUMBUS
KANSAS CITY INDEPENDENCE
ST. LOUIS

<PAGE>

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

Allocation of Monthly Payments and
Deductions - 10 Year Plans . . . . . . . . . . . . . . . . . . 2
Allocation of Monthly Payments and
Deductions - 15 Year Plans . . . . . . . . . . . . . . . . . . 3
Allocation of Payments at Various Stages . . . . . . . . . . . . 4
The Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Underlying Investment. . . . . . . . . . . . . . . . . . . . . . 7
Other Deductions . . . . . . . . . . . . . . . . . . . . . . . . 7
Rights and Privileges of Planholders . . . . . . . . . . . . . . 8
Method of Selling Shares . . . . . . . . . . . . . . . . . . . . 12
Termination of Plan by the Sponsor . . . . . . . . . . . . . . . 13
Exchanges Involving Other Plans. . . . . . . . . . . . . . . . . 14
Substitution of Other Shares as the
Underlying Investment of the Plan. . . . . . . . . . . . . . . 15
Sponsor and Underwriter. . . . . . . . . . . . . . . . . . . . . 16
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Officers and Directors of First Investors Corporation. . . . . . 19
Statistical Data Applicable to First Investors Plans . . . . . . 25
Illustration of a $6,000 Ten-Year Payment Plan . . . . . . . . . 26
Financial Statements . . . . . . . . . . . . . . . . . . . . . . 27

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

Executive Offices
95 Wall Street
New York, NY 10005
Tel. (212) 858-8000

The following language is in a box with serated lines on all four sides:

I hereby acknowedge receipt of FIRST INVESTORS CORPORATION'S PLAN PROSPECTUS
dated May 1, 1995 to which receipt was attached, as well as the current
prospectus of FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

- ---------------------------------------
(Signed)

- ---------------------------------------
(Street)

<PAGE>

- ---------------------------------------
(City) (State)

- ---------------------------------------
(Date)

- ---------------------------------------
(Soliciting Agent)

This ends the text in the box

FITE-111

First Investors Single
Payment and Periodic
Payment Plans
for Investment in

First Investors
Insured Tax Exempt
Fund, Inc
- ---------------------------

Prospectus
- ---------------------------
April 17, 1995

First Investors Logo

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

Vertical line from top to bottom in center of the page about l/2 inch in
thickness.

FITE-111

<PAGE>

EXHIBITS

1. (A - Form N-8B-2)

1.* Custodian Agreement

2. Not Applicable

3(a)* Specimen of Agreement between the Sponsor and a registered
representative with schedule of sales commissions attached

3(b) Not Applicable

3(c) Not Applicable

4. Not Applicable

5.* Specimen Plan Certificate for Single Payment and Periodic
Payment Plans (10 and 15 years)

6.* Certificate of Incorporation, as amended, and By-Laws, as
amended, of First Investors Corporation

7. Not Applicable

8.* Agreement between the Sponsor and First Investors Management
Company, Inc. to provide shares of First Investors Insured Tax
Exempt Fund, Inc.

9. Not Applicable

10a.* Application Form - Single Payment Plan
b.* Application Form - 10-year Periodic Payment Plan
c.* Application Form - 15-year Periodic Payment Plan
d.* Letter of Intention Form

2. See 1.A(5) above

3.** Opinion of Counsel

4. Not Applicable

5. Not Applicable

<PAGE>

ADDITIONAL EXHIBITS

1.* Revocable Declaration of Trust.

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

* Incorporated by reference from Registrant's Registration
Statement (File No. 2-64537) previously filed with the
Commission.

** Incorporated by reference from Registrant's Rule 24f-2 Notice
for its fiscal year ended December 31, 1993 filed with the
Commission on February 21, 1995.

<PAGE>

SIGNATURES

Pursuant to the requirements of 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 duly caused this Post-Effective Amendment to this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 11th day of
April, 1995.

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN FIRST INVESTORS
INSURED TAX EXEMPT FUND, INC.
(Registrant)

BY: FIRST INVESTORS CORPORATION
ATTEST: (Depositor)

/s/ Larry R. Lavoie By /s/ Marvin M. Hecker
----------------------------- ----------------------
Larry R. Lavoie Marvin M. Hecker
Secretary and General Counsel President

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

SIGNATURE TITLE DATE

/s/ Marvin M. Hecker President April 11, 1995
- --------------------------
Marvin M. Hecker

/s/ Glenn O. Head Chairman of the Board April 11, 1995
- --------------------------
Glenn O. Head

/s/ Kathryn S. Head Vice President and April 11, 1995
- --------------------------
Kathryn S. Head Chief Financial Officer

<PAGE>

/s/ Joseph I. Benedek Treasurer April 11, 1995
- --------------------------
Joseph I. Benedek

/s/ Larry R. Lavoie Secretary April 11, 1995
- --------------------------
Larry R. Lavoie

/s/ Glenn O. Head Director April 11, 1995
- --------------------------
Glenn O. Head

/s/ John T. Sullivan Director April 11, 1995
- --------------------------
John T. Sullivan

/s/ Kathryn S. Head Director April 11, 1995
- --------------------------
Kathryn S. Head

/s/ Lawrence A. Fauci Director April 11, 1995
- --------------------------
Lawrence A. Fauci

/s/ Roger L. Grayson Director April 11, 1995
- --------------------------
Roger L. Grayson

/s/ Jeremiah J. Lyons Director April 11, 1995
- --------------------------
Jeremiah J. Lyons

/s/ Jane W. Kruzan Director April 11, 1995
- --------------------------
Jane W. Kruzan

* By:/s/ Larry R. Lavoie
-------------------------
Larry R. Lavoie
Attorney-In-Fact

<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

First Investors Corporation
95 Wall Street
New York, New York 10005

We hereby consent to the use in Post-Effective Amendment No. 18 to the
Registration Statement on Form S-6 (File No. 2-64537) of our report dated
February 23, 1995 relating to the December 31, 1994 financial statements of
First Investors Single Payment and Periodic Payment Plans for Investment in
First Investors Insured Tax Exempt Fund, Inc. and our report dated February 15,
1995 relating to the December 31, 1994 financial statements of First Investors
Corporation, which are included in said Registration Statement.

/s/ Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 11, 1995

<PAGE>