FIRST INVESTORS SGL P&PP FOR INV IN FIR INV INS TAX EX FUN I
485BPOS, 1997-04-07
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      As filed with the Securities and Exchange Commission on April 7, 1997
    


                                                        Registration No. 2-64537
                                                                        811-2691
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

   
                         Post-Effective Amendment No. 20
    

                                       To

                                    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 30, 1997 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, 1996 on February 21, 1997.
    


<PAGE>

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

                                   TO FORM S-6

   
Contents of Post-Effective  Amendment No. 20 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 65 pages
    

                  3.       The Signature Page

                  4.       Consent of Accountants

                  5.       Financial Data Schedule


<PAGE>

               FIRST INVESTORS SINGLE PAYMENT AND PERIODIC PAYMENT
                     PLANS FOR INVESTMENT IN FIRST INVESTORS
                         INSURED TAX EXEMPT FUND, INC.,
                     FIRST INVESTORS GOVERNMENT FUND, INC.,
                       FIRST INVESTORS GLOBAL 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                     Not Applicable

10      General Information Concerning          Rights   and    Privileges    of
        the Securities of the Trust and         Planholders; Method of Investing
        the Rights of Holders                   Payments   and    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 Trust's       Investment;    Concerning    the
        Securities                              Duties of the  Custodian and the
                                                Sponsor; Agreements             

13      Information Concerning Loads,           Statistical  Data  Applicable to
        Fees, Charges and Expenses              First      Investors      Plans;
                                                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


<PAGE>

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

14-24   Information Concerning the              Operation of a Periodic  Payment
        Operations of the Trust                 Plan;   Single   Payment   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 of          Concerning the Sponsor, First
        Depositor                               Investors Corporation

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

29      Companies Owning Securities of          General
        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 Principal        Concerning  the  Sponsor,  First
        Underwriter                             Investors Corporation; General

44-45   Offering Price or Acquisition           Pertinent   Provisions   of  the
        Valuation of Securities                 Prospectus  of  First  Investors
        of the Trust                            Insured  Tax Exempt  Fund,  Inc.
                                                (File No. 2-57473), First 
                                                Investors Government Fund, Inc.
                                                (File No. 2-89287) and First 
                                                Investors Global Fund, Inc. 
                                                (File No. 2-71911) incorporated
                                                herein by reference            

46      Redemption Valuation of Securities      Pertinent   Provisions   of  the
        of the Trust                            Prospectus  of  First  Investors
                                                Insured  Tax Exempt  Fund,  Inc.
                                                (File No. 2-57473) First 
                                                Investors Government Fund, Inc.
                                                (File No. 89287) and First 
                                                Investors Global Fund, Inc. 
                                                (File No. 2-71911) incorporated
                                                herein by reference


<PAGE>

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

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

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

51       Information Concerning Insurance       Not Applicable
         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>

                                    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.**           Opinion of Counsel

3.             Not Applicable

4.             Not Applicable

5.             Financial Data Schedule (filed as Exhibit 27 for electronic 
               filing purposes)

<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,  1996 filed with the Commission on 
      February 21, 1997.
    

<PAGE>

   
       First Investors Single
       Payment and Periodic
       Payment Plans for the
       Accumulation of Shares of

       FIRST INVESTORS
       GLOBAL FUND, INC.


       First Investors Single
       Payment and Periodic
       Payment Plans for
       Investment in

       FIRST INVESTORS
       GOVERNMENT FUND

       FIRST INVESTORS INSURED
       TAX EXEMPT FUND


       PROSPECTUS

       =========================
       APRIL 30, 1997
    



[LOGO] FIRST INVESTORS


<PAGE>

   
FIRST INVESTORS SINGLE PAYMENT AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF SHARES OF FIRST INVESTORS GLOBAL FUND, INC.

FIRST INVESTORS SINGLE PAYMENT AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN FIRST INVESTORS GOVERNMENT FUND, INC.

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,  each providing for investment in
one of the following open-end diversified management investment companies: First
Investors Global Fund,  Inc.;  First Investors  Government Fund, Inc.; and First
Investors Insured Tax Exempt Fund, Inc.  (singularly,  "Fund," and collectively,
"Funds").  THE MUNICIPAL BONDS IN THE PORTFOLIO OF FIRST  INVESTORS  INSURED TAX
EXEMPT FUND, INC. 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 THIS FUND'S  PORTFOLIO OR IN THE NET ASSET VALUE OF THE
FUND'S SHARES AND DOES NOT REMOVE MARKET RISK.  FOR MORE  INFORMATION  REGARDING
THIS 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. This plan is also subject to maintenance and custodian fees.
         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 a Fund at net asset value. The value of Fund shares
is subject to fluctuation 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 twenty-eight  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%,  

<PAGE>

respectively,  under  the 10- and  15-year  Plans,  if  carried  for two  years.
Therefore,  a loss would likely be incurred in the event of early  withdrawal or
termination by a 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 a 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 applicable 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 Plans offered hereby. Prepayment of all or any part
of the first 13 payments  under a 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 a 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 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.

          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
       PROSPECTUS FOR FIRST INVESTORS GLOBAL FUND, INC., FIRST INVESTORS
     GOVERNMENT FUND, INC. OR FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.

                  The date of this Prospectus is April 30, 1997
    


<PAGE>

ALLOCATION OF MONTHLY PAYMENTS AND DEDUCTIONS* 10-YEAR PLANS

<TABLE>
<CAPTION>
                                SALES CHARGE                    MAINTENANCE
                       ------------------------------------         AND                                      PERCENTAGE
                                                                 CUSTODIAN                                  RELATIONSHIP
                       From     From Each                          FEES*                                  OF TOTAL CHARGES
           Aggregate  Each of    Subse-          % of Sales     -----------                             -----------------
            Amount    the First   quent    Total  Charge to  Fee Per                           Net        To       To Net
  Monthly     of     13 Monthly  Monthly   Sales  Aggregate   Pay-    Total        Total   Investment  Aggregate   Invest-
  Payments Payments  Payments**  Payment  Charge  Payments    ment     Fee        Charges    in Fund   Payments    ment
  ----------------------------------------------------------------------------------------------------------------------
<S>        <C>      <C>         <C>       <C>    <C>         <C>     <C>        <C>        <C>         <C>         <C>
  $ 50.00  $ 6,000  $ 24.75    $ .44   $  368.83   6.15%     $1.50   $180.00    $  548.83  $  5,451.17    9.15%     10.07%
    75.00    9,000    37.00      .68      553.76   6.15       2.00    240.00       793.76     8,206.24    8.82      9.67
   100.00   12,000    49.50      .88      737.66   6.15       2.00    240.00       977.66    11,022.34    8.15      8.87
   125.00   15,000    62.00     1.09      922.63   6.15       2.00    240.00     1,162.63    13,837.37    7.75      8.40
   150.00   18,000    74.50     1.29    1,106.53   6.15       2.00    240.00     1,346.53    16,653.47    7.48      8.09
   167.00   20,040    82.95     1.44    1,232.43   6.15       2.00    240.00     1,472.43    18,567.57    7.35      7.93
   175.00   21,000    87.25     1.47    1,291.54   6.15       2.00    240.00     1,531.54    19,468.46    7.29      7.87
   200.00   24,000    99.50     1.71    1,476.47   6.15       2.00    240.00     1,716.47    22,283.53    7.15      7.70
   225.00   27,000   112.00      .65    1,525.55   5.65       2.50    300.00     1,825.55    25,174.45    6.76      7.25
   250.00   30,000   124.50      .71    1,694.47   5.65       2.50    300.00     1,994.47    28,005.53    6.65      7.12
   300.00   36,000   149.50      .85    2,034.45   5.65       2.50    300.00     2,334.45    33,665.55    6.48      6.93
   350.00   42,000   174.50      .98    2,373.36   5.65       2.50    300.00     2,673.36    39,326.64    6.37      6.80
   400.00   48,000   199.50     1.11    2,712.27   5.65       2.50    300.00     3,012.27    44,987.73    6.28      6.70
   425.00   51,000   161.50     6.12    2,754.34   5.40       2.50    300.00     3,054.34    47,945.66    5.99      6.37
   500.00   60,000   190.00     7.20    3,240.40   5.40       2.50    300.00     3,540.40    56,459.60    5.90      6.27
   750.00   90,000   280.00    11.40    4,859.80   5.40       2.50    300.00     5,159.80    84,840.20    5.73      6.08
 1,000.00# 120,000   325.00     9.86    5,280.02   4.40       2.50    300.00     5,580.02   114,419.98    4.65      4.88
</TABLE>

*    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.  Information  regarding the sales charges and
     fees for larger  denomination  Plans will be made  available to prospective
     investors upon request.


                                       3

<PAGE>

ALLOCATION OF MONTHLY PAYMENTS AND DEDUCTIONS* 15-YEAR PLANS

<TABLE>
<CAPTION>
                                                                MAINTENANCE
                                 SALES CHARGE                       AND                                    PERCENTAGE
                      ------------------------------------       CUSTODIAN                                RELATIONSHIP
                       From    From Each                           FEES*                                OF TOTAL CHARGES
           Aggregate  Each of   Subse-          % of Sales    --------------                            ----------------
            Amount   the First   quent    Total  Charge to    Fee Per                           Net        To      To Net
  Monthly     of    13 Monthly  Monthly   Sales  Aggregate     Pay-    Total        Total   Investment  Aggregate  Invest-
  Payments Payments Payments**  Payment  Charge  Payments      ment     Fee        Charges    in Fund   Payments    ment
  ----------------------------------------------------------------------------------------------------------------------
<S>        <C>      <C>        <C>     <C>       <C>        <C>      <C>        <C>         <C>         <C>        <C>
 $  50.00 $  9,000  $ 24.75    $1.39   $  553.88   6.15%    $ 1.50   $270.00    $  823.88   $ 8,176.12    9.15%    10.08%
    75.00   13,500    37.00     2.09      830.03   6.15       2.00    360.00     1,190.03    12,309.97    8.82      9.67
   100.00   18,000    49.50     2.78    1,107.76   6.15       2.00    360.00     1,467.76    16,532.24    8.15      8.88
   125.00   22,500    62.00     3.46    1,383.82   6.15       2.00    360.00     1,743.82    20,756.18    7.75      8.40
   150.00   27,000    74.50     3.34    1,526.28   5.65       2.00    360.00     1,886.28    25,113.72    6.99      7.51
   167.00   30,060    82.95     3.71    1,697.92   5.65       2.00    360.00     2,057.92    28,002.08    6.85      7.35
   175.00   31,500    87.25     3.87    1,780.54   5.65       2.00    360.00     2,140.54    29,359.46    6.80      7.29
   200.00   36,000    99.50     4.43    2,033.31   5.65       2.00    360.00     2,393.31    33,606.69    6.65      7.12
   225.00   40,500   112.00     4.98    2,287.66   5.65       2.50    450.00     2,737.66    37,762.34    6.76      7.25
   250.00   45,000   124.50     5.53    2,542.01   5.65       2.50    450.00     2,992.01    42,007.99    6.65      7.12
   300.00   54,000   149.50     5.82    2,915.44   5.40       2.50    450.00     3,365.44    50,634.56    6.23      6.65
   350.00   63,000   174.50     6.79    3,402.43   5.40       2.50    450.00     3,852.43    59,147.57    6.11      6.51
   400.00   72,000   199.50     7.75    3,887.75   5.40       2.50    450.00     4,337.75    67,662.25    6.02      6.41
   500.00   90,000   190.00    14.31    4,859.77   5.40       2.50    450.00     5,309.77    84,690.23    5.90      6.27
   600.00  108,000   200.00    12.89    4,752.63   4.40       2.50    450.00     5,202.63   102,797.37    4.82      5.06
   750.00  135,000   205.00    19.61    5,939.87   4.40       2.50    450.00     6,389.87   128,610.13    4.73      4.97
 1,000.00# 180,000   250.00    27.96    7,919.32   4.40       2.50    450.00     8,369.32   171,630.68    4.65      4.88
</TABLE>


*    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.

**   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 $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.  Information  regarding the sales charges and
     fees for larger  denomination  Plans will be made  available to prospective
     investors upon request.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                      (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   

<CAPTION>
                                       (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>
                                         $650.00**  100.00%     $350.00**   100.00%
                                          321.75     49.50       173.25      49.50
                                           19.50      3.00        10.50       3.00
                                          341.25     52.50       183.75      52.50
                                          308.75     47.50       166.25      47.50
</TABLE>

+ 10.07% of net amount invested

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   

<CAPTION>

                                        (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>

                                         $650.00**  100.00%    $350.00**  100.00%
                                          321.75     49.50      173.25     49.50
                                           19.50      3.00       10.50      3.00
                                          341.25     52.50      183.75     52.50
                                          308.75     47.50      166.25     47.50
</TABLE>


+ 10.06% of net amount invested

*     Reference  is made to tables on Pages 3 and 4 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.

  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  the
Accumulation of Shares of First  Investors  Global Fund,  Inc.,  First Investors
Single  Payment and Periodic  Payment Plans for  Investment  in First  Investors
Government  Fund, Inc. and First Investors  Single Payment and Periodic  Payment
Plans  for  Investment  in  First  Investors   Insured  Tax  Exempt  Fund,  Inc.
(singularly,  "Plan,"  and  collectively,   "Plans")  are  long-term  investment
programs.  The Sponsor of the Plans is First Investors Corporation  ("Sponsor").
The custodian is The Bank of New York  ("Custodian").  Plan payments,  after the
deduction  of all  applicable  fees,  are invested at net asset value in Class A
shares of the open-end  diversified  management  investment  company that is the
underlying  investment  for the Plan you have  chosen.  The  investment  choices
available to you are listed in the following paragraph.

      First  Investors  Global  Fund,  Inc.   ("Global  Fund")  primarily  seeks
long-term  capital growth and  secondarily  seeks to earn a reasonable  level of
current income. First Investors Government Fund, Inc.  ("Government Fund") seeks
to  achieve a  significant  level of current  income  which is  consistent  with
security and liquidity of principal.  First  Investors  Insured Tax Exempt Fund,
Inc.  ("Insured  Tax Exempt  Fund")  seeks to  provide a high level of  interest
income which is exempt from Federal
    


                                       5
<PAGE>

   
income tax and is not an item of tax  preference  for  purposes  of the  Federal
alternative  minimum tax.  Global Fund,  Government  Fund and Insured Tax Exempt
Fund are sometimes  herein referred to singularly as "Fund" and  collectively as
"Funds." See "Underlying Investment" for a description of each Fund's investment
policies and practices.
    

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 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 submit the application
and check to  Administrative  Data Management  Corp. for  processing.  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 must 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.,  581  Main  Street,   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 applicable Fund's Prospectus for information as
to the procedure for computing


                                       6
<PAGE>

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 a 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 Declaration  of
Trust. In addition, Class A shares of a Fund may be exchanged at net asset value
for units of a Single Payment Plan.  You should refer to the  applicable  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
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 High Yield
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


                                       7
<PAGE>

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 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.

      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  following  the  expiration  of the
13-month period,  an appropriate  number of Fund shares 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 a Fund under a Letter of Intent, without paying the maintenance and custodian
fees applicable to the Plan.

                              UNDERLYING INVESTMENT

   
      Global  Fund,  an  open-end  diversified  management  investment  company,
primarily  seeks  long-term  capital  growth  and  secondarily  seeks  to earn a
reasonable  level of current income.  The Fund seeks to achieve these objectives
by investing, under normal circumstances, in common stocks, preferred stocks and
bonds and other debt obligations  issued by companies or governments of at least
three  countries,  including the United  States.  Investors  should refer to the
Fund's Prospectus for a detailed description of the Fund's investment objectives
and policies. There is no assurance that the Fund's objectives will be achieved.

      First Investors Government Fund, Inc., an open-end diversified  management
investment company, seeks to achieve a significant level of current income which
is  consistent  with  security  and  liquidity of  principal.  The Fund seeks to
achieve its objective by investing, under normal circumstances,  at least 80% of
its assets in  obligations  issued or guaranteed as to principal and interest by
the   U.S.   Government,   its   agencies   or   instrumentalities,    including
mortgage-backed securities.  Although the payment of interest and principal on a
portfolio  security  may be  guaranteed  by the  U.S.  Government  or one of its
agencies or instrumentalities,  shares of the Fund are not insured or guaranteed
by the U.S. Government or any agency or instrumentality.  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.
    


                                       8
<PAGE>

   
      Insured Tax Exempt Fund,  an open-end  diversified  management  investment
company,  seeks to provide a high level of interest  income which is exempt from
Federal  income tax and is not an item of tax  preference  for  purposes  of 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  that  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,   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  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 Funds at no expense to shareholders.


                                       9

<PAGE>

      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 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  express
consent.

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

(1)   Dividends and Other Distributions

      Dividends and other  distributions  received by Planholders  are dependent
upon the  distributions  made by a Fund.  Dividends from net  investment  income
(consisting  of interest,  earned  discount and other income earned on portfolio
securities  less  expenses)  are  generally  declared  daily and paid monthly by
Government  Fund and Insured Tax Exempt Fund.  Unless you direct  Administrative
Data Management Corp. otherwise, dividends declared by either of these Funds are
paid in additional  shares of the  applicable  Fund at net asset value  (without
sales  charge)  generally  determined  as of the close of  business on the first
business day of the following month. Dividends from Global Fund's net investment
income  are   generally   declared   and  paid   annually.   Unless  you  direct
Administrative  Data Management Corp.  otherwise,  dividends  declared by Global
Fund are paid in  additional  shares of that Fund at net  asset  value  (without
sales charge)  generally  determined as of the close of business on the business
day immediately following the record date of the distribution.

      Each Fund also distributes  substantially all of its net capital gain (the
excess of net long-term  capital gain over net short-term  capital loss) and net
short-term  capital gain,  if any,  after  deducting any available  capital loss
carryovers,  with its regular dividend at the end of the year.  Global Fund also
distributes any net realized gains from foreign currency  transactions with that
dividend. Insured Tax Exempt Fund also distributes any taxable income (including
any  net  short-term  capital  gain)  with  that  dividend.  Unless  you  direct
Administrative Data Management Corp. otherwise,  these distributions are paid in
additional  shares of the applicable  Fund at the net asset 


                                       10
<PAGE>

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
applicable  Fund's  Prospectus for  additional  information as to the payment of
dividends and capital gain distributions by such 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.  Declarations of Trust
are not available to UGMA or UTMA accounts.

(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 his or her  existing  Plan 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,  581 Main Street,  Woodbridge,  New
Jersey 07095, Attention:  Non-Retirement Dept. 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,  581 Main Street,  Woodbridge, NJ 07095. (There
is a fee,  currently  $2.25,  for each  partial  liquidation  or  reinvestment.)
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.


                                       11
<PAGE>

(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.,
581 Main Street, Woodbridge,  New Jersey 07095, Attention:  Non-Retirement 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," as defined below,  by  Administrative  Data Management  Corp.,  581 Main
Street, 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  annual  and  semi-annual  reports  of a  Fund,
distribution  notices and tax  statements  relating to the Global Fund Plan (TIN
13-3094384), the Government Fund Plan (TIN 13-3204580) or the Insured Tax Exempt
Fund Plan (TIN 13-2873780),  as applicable, and at least annually a current Fund
Prospectus.
    

(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 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  


                                       12
<PAGE>

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 a Plan offered hereby.

(9)   Refund Privileges

      Within 45 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, 581 Main Street, Woodbridge, New Jersey 07095, Attention:
Non-Retirement Dept., 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.

   
      If a Planholder  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 will
be sent notices setting forth these refund  privileges not less than 30 days and
not more than 60 days prior to the expiration of the 18 month right to receive a
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.

      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  


                                       13
<PAGE>

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., 581 Main Street,  Woodbridge,  New Jersey
07095-1198,  Attention:  Non-Retirement Department.  "Good order" means that the
request for liquidation or termination must include:

      (1) a letter of instruction specifying the account number, the name of the
Plan 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;

      (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. Please call Administrative Data Management Corp. at 1-800-423-4026 for
further information.

      If information is missing,  your request is ambiguous or the value of your
account is less than the amount  indicated on your request,  the redemption will
not be processed.  Administrative  Data  Management  Corp.  will seek additional
information and process the redemption on the day it receives such information.

      If the shares  being  redeemed  were  recently  purchased,  payment may be
delayed,  normally  not more  than 15 days,  to  verify  that the check has been
honored.

   
      SIGNATURE  GUARANTEES.  A signature  guarantee is designed to protect you,
the Plans and their agents.  Each Plan  reserves the right to require  signature
guarantees in order to process certain transaction  requests. A notary public is
not an acceptable  guarantor.  Call Shareholder  Services at 1-800-423-4026  for
instances when signature guarantees are required.
    

      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.  For a  


                                       14
<PAGE>

discussion of emergency  pricing  practices  when FIC's  Woodbridge  offices are
unable to open for  business  due to an  emergency,  see the  Prospectus  of the
applicable Fund. 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 each 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 the NYSE 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 a Fund
are not reasonably practicable.  For additional information regarding redemption
rights and suspension thereof, refer to the Prospectus of the applicable 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 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  shares;  or (b) a check
representing  the net proceeds of the  redemption of all Fund shares in the Plan
account. Reference 


                                       15
<PAGE>

is made to the applicable  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 OF 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.  A check  for the  fee may be  submitted  to
Administrative  Data Management  Corp. If the exchange fee is not submitted with
the request, it will be deducted from your Plan account. In addition,  the $2.25
redemption  fee  applicable to Plan  liquidations  (see "Other  Deductions")  is
charged for each exchange.

      Before  exchanging  your Plan,  you  should  read the  Prospectus  for the
underlying Fund investment into which the exchange is to be made. You may obtain
this  Prospectus  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., 581 Main Street, Woodbridge, New Jersey 07095, Attention:
Non-Retirement Dept., 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  


                                       16
<PAGE>

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 the Funds' 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  you  are  presently
participating  in (which  normally  includes  the sales  charges paid under such
Plan). Please refer to "Taxes" and the applicable 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 any Plan.
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 such Plan 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

      (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.


                                       17
<PAGE>

      In the event that shares used as the  underlying  investment of a Plan may
not be  purchasable  for a  period  of 90  days,  and if the  Sponsor  does  not
substitute other shares, it is agreed that such 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 Plans. The
Plans are 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  investment in First  Investors  High
Yield Fund,  Inc. and First  Investors Fund For Income,  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 to the Funds.  Mr. Glenn O. Head controls  First
Investors  Consolidated  Corporation  and  therefore  controls  First  Investors
Management Company, Inc.

   
      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 Funds,  and required  dividend and tax notices;  and causing an  independent
annual 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
3 through 5 and all of the fees for specific  services as set forth under "Other
Deductions."  For the year ended  December  31,  1996,  these fees  amounted  to
$29,567  with  respect to the Global  Fund Plan,  $102,788  with  respect to the
Government  Fund Plan,  and $75,718  with respect to the Insured Tax Exempt Fund
Plan, all of which were paid to Administrative Data Management Corp. The Sponsor
assumes no duties or obligations not specifically imposed upon it by the Plans.
    

      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 a  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.


                                       18
<PAGE>

   
      First Investors Corporation paid its three highest paid officers aggregate
compensation  from  salaries or  commissions  of  $1,510,325  during  1996.  The
aggregate  remuneration  paid to all other officers  during 1996 was $1,417,388.
Compensation  of sales  officers,  sales  supervisory  personnel and  registered
representatives  totaled  $28,299,685 while  administrative  personnel excluding
officers received  $5,275,023 during 1996. The aggregate  directors fees paid in
1996 totalled $15,000.
    

      A blanket  fidelity  bond in an amount of  $5,000,000 is carried with Gulf
Insurance Company 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. A $30,000,000 Directors and
Officers/Errors  and Omissions  Liability  Insurance Policy is also carried with
ICI Mutual Insurance Company.

                                    CUSTODIAN

      The Bank of New York (TIN  13-4941102),  48 Wall Street,  New York,  N.Y.,
10286, acts as Custodian under Custodian Agreements dated November 12, 1987. The
Custodian is subject to  supervision  by the New York State Banking  Commission.
The duties of the Custodian under the provisions of the Custodian Agreements are
minimal. 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 Plans.  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 Funds, 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
Plans. The Custodian may not resign its  custodianship  under the Plans unless a
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,  1996 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.  Each Fund has qualified and intends to
continue to qualify for  treatment as a regulated  investment  company under the
Code,  so that it will be  relieved  of  Federal  income tax on that part 


                                       19
<PAGE>

of its investment company taxable income (consisting generally of net investment
income, net short-term capital gain and, for Global Fund, net gains from certain
foreign currency  transactions)  and net capital gain that is distributed to its
shareholders.  In  addition,  Insured  Tax Exempt  Fund  intends to  continue to
qualify to pay "exempt-interest dividends."

      For Global Fund and Government  Fund,  dividends from a Fund's  investment
company taxable income are taxable to you as ordinary  income,  to the extent of
the Fund's earnings and profits, whether paid in cash or in additional shares of
the applicable  Fund. For Insured Tax Exempt Fund,  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 of
each Fund's net capital gain,  when  designated  as such,  are taxable to you as
long-term  capital  gain,  whether paid in cash or in  additional  shares of the
applicable Fund,  regardless of the length of time you have owned the shares. If
you  purchase  shares  shortly  before the record  date for a dividend  or other
distribution, you 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 applicable 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 that percentage of dividends
and such distributions 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.  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  each  Fund and its  shareholders;  see the
applicable  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., 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 14  investment
      companies of the First Investors Group.
    


                                       20
<PAGE>

   
MARVIN HECKER
      President,  95 Wall Street, New York, NY 10005. Prior to March 1995, First
      Vice President, Executive Sales.

LAWRENCE A. FAUCI
      Senior Vice  President and Director,  95 Wall Street,  New York, NY 10005.
      Senior Vice President of First Investors Consolidated Corporation.

LOUIS RINALDI
      Senior Vice President, 581 Main Street,  Woodbridge, NJ 07095. Senior Vice
      President of Administrative Data Management Corp.

KATHRYN S. HEAD
      Vice  President,  Chief Financial  Officer and Director,  581 Main Street,
      Woodbridge,   NJ  07095.   President  of  First   Investors   Consolidated
      Corporation,  First Investors Management Company,  Inc. and Administrative
      Data Management Corp., Chairman, President and Director of First Financial
      Savings  Bank,  S.L.A.,  President  and  Director 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
      certain 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 and 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, 232 Adair Street, Decatur, GA 30030.  Corresponding Secretary of
      charitable organization.

ANNE CONDON
      Vice  President,  581 Main  Street,  Woodbridge,  NJ  07095.  Senior  Vice
      President of Administrative Data Management Corp.

FREDERICK MILLER
      Vice  President,  581 Main  Street,  Woodbridge,  NJ  07095.  Senior  Vice
      President of Administrative Data Management Corp.
    


                                       21
<PAGE>

   
MATTHEW SMITH
      Vice President, 581 Main Street, 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 LLP.

JOSEPH I. BENEDEK
      Treasurer,  581  Main  Street,  Woodbridge,  NJ  07095.  Officer  of other
      affiliated  companies  of  First  Investors  Corporation  as  well  as the
      investment companies of the First Investors Group.

ROBERT J. MURPHY
      Comptroller,  581 Main  Street,  Woodbridge,  NJ 07095.  Officer  of other
      affiliated companies of First Investors Corporation.

HOWARD M. FACTOR
      Vice  President,  95 Wall Street,  New York, NY. Prior to June 1994,  Vice
      President, Oppenheimer Capital.

OTHER OFFICERS
Gary Abbott, Associate Vice President
Philip Adriani, Jr., Associate Vice President
Robert Flanagan, Associate Vice President

Concetta Durso,  Assistant Vice President and Assistant  Secretary 
Randy Pagan,  Assistant Vice  President  
Mark Segal,  Assistant Vice President
Iris Goldberg, Assistant Vice President 
Elizabeth Reilly, Assistant Vice President  
Carol  Lerner  Brown,  Assistant  Secretary  
Frank  Williams, Assistant Secretary



SALES OFFICERS

ALVIN BLUMENFELD, Executive Vice President..........Scarsdale Division Executive
MYRON FELTHEIMER, Executive Vice President....................Penn Plaza Complex

HOWARD FROMAN, Executive Vice President.............Scarsdale Division Executive
JOHN BUCSEK, Senior Vice President.........................Grand Central Complex
CONRAD CHARAK, Senior Vice President..........................Penn Plaza Complex
BRUCE COBEY, Senior Vice President..................Scarsdale Division Executive
GEORGE KECHEJIAN, Senior Vice President.............Scarsdale Division Executive
    


                                       22
<PAGE>

   
Thomas Barden, Senior Vice President,...........................Executive Office
John Murphy, Senior Vice President...........................Springfield Complex
Richard Nadeau, SeniorVice President............................Executive Office
Stuart Rudnick, Senior Vice President..........................Scarsdale Complex
Jay Stainsby, Senior Vice President..............................Buffalo Complex
Bruce Katz, Regional Vice President................................Miami Complex
Andrew Levenson, Regional Vice President..........................Boston Complex
James Morton, Regional Vice President............................Chicago Complex
Paul Prete, Regional Vice President............................New Haven Complex
Ronald Rovelli, Regional Vice President..........................Norfolk Complex
Salvatore Talamo, Regional Vice President...................Indianapolis Complex


                                                            SALES OFFICE   STATE

Sam Agust, Vice President.....................................Penn Plaza    NY
Paul Caccomo, Vice President................................Oakland Park    FL
Avra Cohn, Vice President.........................................Skokie    IL
Denis Collins, Vice President................................New Orleans    LA
John Cupo, Vice President......................................Scarsdale     NY
Richard Di Paolo, Vice President................................Columbus    OH
Steven Domenitz, Vice President.............................Philadelphia    PA
Ben Gardner, Vice President..................................Wall Street    NY
John Golden, Vice President..................................Garden City    NY
Gus Graff, Vice President.....................................Hicksville    NY
James Hoysick, Vice President.....................................Denver    CO
Brian Kennedy, Vice President..................................Cleveland    OH
Mary McConnell, Vice President................................Penn Plaza    NY
Thomas Morin, Vice President....................................Richmond    VA
Loren Morse, Vice President...................................Binghamton    NY
Fred Nero, Vice President.........................................Albany    NY
James Reilly, Vice President................................Jersey Shore    NJ
Richard Risley, Vice President..................................Hartford    CT
Malvin Scherr, Vice President.................................Penn Plaza    CA
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 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
Louis Lomardi, 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
Buddy Schiff, Senior Resident Vice President.................Garden City    NY
Jack Tuck, Senior Resident Vice President.....................Lauderhill    FL
    


                                       23
<PAGE>

   
Janice Barlow, Resident Vice President.............................Tampa    FL
Steve Cooper, Resident Vice President.............................Tucson    AZ
Garrett Cutler, Resident Vice President....................Grand Central    NY
Rufus Ensley, Resident Vice President.........................Penn Plaza    NY
Milton Fried, Resident Vice President.........................Penn Plaza    NY
Christine Froman, Resident Vice President......................Scarsdale    NY
Sal Gallo, Resident Vice President............................Penn Plaza    NY
Peter Hesbacher, Resident Vice President....................Jersey Shore    NJ
Walter Markowitz, Resident Vice President..................Grand Central    NY
Hyman Morgenstein, Resident Vice President....................Penn Plaza    NY
William Newman, Resident Vice President........................New Haven    CT
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
Gregory Steinmetz, Resident Vice President.........................Miami    FL
Sanford Zipser, Resident Vice President.......................Hicksville    NY

Cynthia Bordeaux, Associate Vice President.....................Beaverton    OR
Dennis Burd, Associate Vice President.........................Pittsburgh    PA
Jack Cline, Associate Vice President..........................Fort Worth    TX
Michael Fioroni, Associate Vice President....................Springfield    MA
Robert Flood, Associate Vice President.............................Tampa    FL
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
Alan Kasser, Associate Vice President............................Houston    TX
Christopher Kinsky, Associate Vice President......................Denver    CO
Joy Kourkounis, Associate Vice President.........................Buffalo    NY
Stephen Krise, Associate Vice President........................Charlotte    NC
Christopher Long, Associate Vice President.....................New Haven    CT
Vincent Martucci, Associate Vice President..................North Jersey    NJ
John Timothy McCue, Associate Vice President.................Wall Street    NY
Luciano Miceli, Associate Vice President.........................Buffalo    NY
Donald Skelly, Associate Vice President............................Tampa    FL
Timothy Smith, Associate Vice President.........................Newburgh    NY
William Stead, Associate Vice President..........................Phoenix    AZ
Forrest Strickland, Associate Vice President...................Beaverton    OR
Howard Washburn, Associate Vice President........................Seattle    WA
Terry Wasserman, Associate Vice President....................Center City    PA

Rupi Arora, Assistant Vice President..........................Penn Plaza    NY
Kofi Awere, Assistant Vice President.......................Grand Central    NY
Vera Baker, Assistant Vice President.........................Garden City    NY
Sandro Barone, Assistant Vice President......................Wall Street    NY
Arnie Bergman, Assistant Vice President..........................Seattle    WA
Nicholas Bollas, Assistant Vice President.........................Boston    MA
    


                                       24
<PAGE>

   
Catherine Bucsek, Assistant Vice President......................Hamilton    NJ
Robert Bugdal, Assistant Vice President...................Central Jersey    NJ
Kelle Cline, Assistant Vice President.........................Fort Worth    TX
Paul Corapi, Assistant Vice President.......................Jersey Shore    NJ
Lisa Danielson, Assistant Vice President.....................Center City    PA
Curtis Davis, Assistant Vice President..........................San Jose    CA
Theodore Davis, Assistant Vice President..........................Albany    NY
Jay Epstein, Assistant Vice President............................Buffalo    NY
Johnny Fu, Assistant Vice President..........................Wall Street    NY
Jack Gardner, Assistant Vice President.......................Wall Street    NY
Anne Geddes, Assistant Vice President............................Detroit    MI
Henry Golinski, Assistant Vice President...................Grand Central    NY
Herman Groen, Assistant Vice President........................Penn Plaza    NY
William Henderson, Assistant Vice President........................Astro    TX
Steven Hurter, Assistant Vice President..........................Seattle    WA
Ronald Hoffer, Assistant Vice President.....................Indianapolis    IN
Fredrick Johnson, Assistant Vice President....................Alexandria    VA
Kevin Keating, Assistant Vice President.........................Wheeling    WV
Rena Komarmy, Assistant Vice President...........................Detroit    MI
Gregory Knupp, Assistant Vice President.........................Syracuse    NY
Robert Kunin, Assistant Vice President......................North Jersey    NJ
Robert McGeorge, Assistant Vice President......................Keeneland    KY
Joyce Messecar, Assistant Vice President...........................Tampa    FL
Kathleen Morton, Assistant Vice President........................Chicago    IL
Karol Noble, Assistant Vice President...........................Hartford    CT
Susan Perry, Assistant Vice President..........................Beaverton    OR
Anthony Philbin, Assistant Vice President.....................Penn Plaza    NY
Mark Phillips, Assistant Vice President............................Tampa    FL
David Roy, Assistant Vice President...............................Boston    MA
Harvey Sanders, Assistant Vice President.....................Wall Street    NY
Tim Scrodin, Assistant Vice President.............................Albany    NY
Stephen Scully, Assistant Vice President.........................Chicago    IL
Peter Shalvoy, Assistant Vice President....................Grand Central    NY
Judith Shedden, Assistant Vice President......................Penn Plaza    NY
Robert Stutzman, Assistant Vice President...............Nebraska Central    NE
Albert Troisi, Assistant Vice President...........................Elmira    NY
Leslie Troisi, Assistant Vice President...........................Elmira    NY
Anthony Trozzi, Assistant Vice President......................Penn Plaza    NY
Camille Vaccaro, Assistant Vice President...................Philadelphia    PA
Anthony Valente, Assistant Vice President......................Scarsdale    NY
Landon Vath, Assistant Vice President........................Twin Cities    MN
Dan White, Assistant Vice President...........................Penn Plaza    NY
Casey Winningham, Assistant Vice President......................San Jose    CA
Mary Wong, Assistant Vice President.....................Nebraska Central    NE
    

                                       25
<PAGE>

                         STATISTICAL DATA APPLICABLE TO
                              FIRST INVESTORS PLANS


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

<TABLE>
<CAPTION>
                                                                                        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>


                                       26
<PAGE>

                          $6,000 TEN-YEAR PAYMENT PLAN

      These illustrations are in terms of an assumed investment of $50 per month
for the period  January 1, 1987 to December  31, 1996 with  dividend and capital
gain  distributions  paid in additional  Fund shares.  The Plans provide 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
applicable Fund today. Programs of the types illustrated do not assure a profit,
or protect against depreciation in declining markets.

      The tables below were computed at the maximum sales charge of 6.25%. Prior
to May 1, 1992, the maximum sales charge was 8.75%.

                  Illustration Of A Plan Under First Investors
                  Corporation Contractual Plans For Investment
                      In First Investors Global Fund, Inc.

<TABLE>   
<CAPTION>
                                                              DEDUCTIONS*
                                                              -----------              BALANCE
                                                                                       INVESTED
     MONTHLY PAYMENTS               Annual                          Maintenance    AFTER DEDUCTIONS
- -----------------------            Dividend      Total                 and         ----------------
Year                              Income Re-  Cumulative     Sales   Custodian                  
Ended    Annually    Cumulative    invested     Cost (a)     Charge    Fees      Annually   Cumulative
- ------------------------------------------------------------------------------------------------------
<S>      <C>         <C>          <C>         <C>            <C>    <C>          <C>        <C>
1987      600.00      1,250.00        1.15      1,251.32      9.36     12.00      579.79       895.21
1988      600.00      1,850.00         .00      1,851.32      9.36     12.00      578.64     1,473.85
1989      600.00      2,450.00      138.06      2,589.38      9.36     12.00      716.70     2,190.55
1990      600.00      3,050.00        8.56      3,197.94      9.36     12.00      587.20     2,777.75
1991      600.00      3,650.00         .00      3,797.94      9.36     12.00      578.64     3,356.39
1992      600.00      4,250.00       39.32      4,437.26      9.36     12.00      617.96     3,974.35
1993      600.00      4,850.00       15.02      5,052.28      9.36     12.00      593.66     4,568.01
1994      600.00      5,450.00       32.73      5,685.01      9.36     12.00      611.37     5,179.38
1995      550.00      6,000.00       46.58      6,281.59      8.58     11.00      577.00     5,756.38
1996      550.00      6,000.00       51.23      6,251.30      8.58     11.00      581.65     5,726.09
                                   $251.30                                                  $1,740.53
                                   =======                                                  =========
                                                                                         
<CAPTION>
           Annual
           Capital           No. of            Net
         Gain Distri-        Shares           Asset            Total
           bution          Re-Accumu-         Value          Value of
          invested          lated(b)         Reinvest         Shares
         --------------------------------------------------------------
         <S>               <C>               <C>            <C>
           100.61          277.531(c)        3.87(c)        1,074.04(c)
              .00          414.495(c)        4.46(c)        1,848.65(c)
           265.49          607.279(c)        5.29(c)        3,212.51(c)
            58.00          733.982(c)        4.63(c)        3,398.34(c)
              .00          848.734(c)        5.41(c)        4,591.65(c)
              .00          966.694(c)        5.11(c)        4,939.81(c)
              .00        1,075.099(c)        6.27(c)        6,740.87(c)
           192.89        1,207.666(c)        5.84(c)        7,052.77(c)
           355.82        1,355.164(c)        6.57(c)        8,903.43(c)
         1,054.31        1,359.073(c)        6.59(c)        8,956.29(c)
</TABLE>    

   
*   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 1,036.003 from net payments  invested,  43.728 from
net dividend income and 279.342 from capital gain distributions.

(c) Reflects a 5-for-1 stock split on April 1, 1987.
    


                                       27
<PAGE>

                  Illustration Of A Plan Under First Investors
                  Corporation Contractual Plans For Investment
                    In First Investors Government Fund, Inc.


<TABLE>   
<CAPTION>
                                                              DEDUCTIONS*
                                                              -----------              BALANCE
                                                                                       INVESTED
     MONTHLY PAYMENTS               Annual                          Maintenance    AFTER DEDUCTIONS
- -----------------------            Dividend      Total                 and         ----------------
Year                              Income Re-  Cumulative     Sales   Custodian                  
Ended    Annually    Cumulative    invested     Cost (a)     Charge    Fees      Annually   Cumulative
- ------------------------------------------------------------------------------------------------------
<S>      <C>         <C>          <C>         <C>            <C>    <C>          <C>        <C>
1987     600.00       1,250.00       56.53    1,327.80       9.36      12.00       635.17       971.69
1988     600.00       1,850.00      113.20    2,041.00       9.36      12.00       691.84     1,663.53
1989     600.00       2,450.00      181.03    2,822.03       9.36      12.00       759.67     2,423.20
1990     600.00       3,050.00      229.32    3,651.35       9.36      12.00       807.96     3,231.16
1991     600.00       3,650.00      276.35    4,527.70       9.36      12.00       854.99     4,086.15
1992     600.00       4,250.00      310.39    5,438.09       9.36      12.00       889.03     4,975.18
1993     600.00       4,850.00      359.56    6,397.65       9.36      12.00       938.20     5,913.38
1994     600.00       5,450.00      386.31    7,383.96       9.36      12.00       964.95     6,878.33
1995     550.00       6,000.00      475.08    8,409.04       8.58      11.00     1,005.50     7,883.83
1996     550.00       6,000.00      416.32    8,265.23       8.58      11.00       946.74      7740.02
                                 ---------                                                            
                                 $2,265.23                                                            
                                 =========                                                            
                                                                                         

<CAPTION>
           Annual
           Capital           No. of            Net
         Gain Distri-        Shares           Asset            Total
           bution          Re-Accumu-         Value          Value of
          invested          lated(b)         Reinvest         Shares
         --------------------------------------------------------------
         <S>               <C>               <C>            <C>

           10.33            85.174            10.83             922.43
             .00           148.202            10.73           1,590.21
             .00           218.006            11.01           2,400.25
             .00           292.408            11.08           3,239.88
             .00           368.036            11.88           4,372.27
             .00           443.802            11.83           5,250.18
             .00           523.443            11.55           6,045.77
             .00           612.042            10.50           6,426.44
             .00           703.818            11.31           7,960.18
             .00           693.715            11.05           7,665.55
          ------
          $ 3.24
          ======
</TABLE>    


   
*   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 490.647 from net payments  invested,  202.763 from
net dividend income and .305 from capital gain distributions.
    


                                       28
<PAGE>

   Illustration Of A Plan Under First Investors Corporation Contractual Plans
        For Investment In First Investors Insured Tax Exempt Fund, Inc.

<TABLE>   
<CAPTION>
                                                              DEDUCTIONS*
                                                              -----------              BALANCE
                                                                                       INVESTED
     MONTHLY PAYMENTS               Annual                          Maintenance    AFTER DEDUCTIONS
- -----------------------            Dividend      Total                 and         ----------------
Year                              Income Re-  Cumulative     Sales   Custodian                  
Ended    Annually    Cumulative    invested     Cost (a)     Charge    Fees      Annually   Cumulative
- ------------------------------------------------------------------------------------------------------
<S>      <C>         <C>          <C>         <C>            <C>    <C>          <C>        <C>
1987       600.00     1,250.00      49.45       1,315.02      9.36    12.00       628.09       958.91
1988       600.00     1,850.00      97.57       2,012.59      9.36    12.00       676.21     1,635.12
1989       600.00     2,450.00     146.06       2,758.65      9.36    12.00       724.70     2,359.82
1990       600.00     3,050.00     196.29       3,554.94      9.36    12.00       774.93     3,134.75
1991       600.00     3,650.00     246.69       4,401.63      9.36    12.00       825.33     3,960.08
1992       600.00     4,250.00     287.78       5,289.41      9.36    12.00       866.42     4,826.50
1993       600.00     4,850.00     319.93       6,209.34      9.36    12.00       898.57     5,725.07
1994       600.00     5,450.00     346.49       7,155.83      9.36    12.00       925.13     6,650.20
1995       550.00     6,000.00     379.52       8,085.35      8.58    11.00       909.94     7,560.14
1996       550.00     6,000.00     358.37       7,960.85      8.58    11.00       888.79     7,435.64
                                ---------                                                            
                                $1,960.85                                                            
                                =========                                                            
                                                                                          
                                                                                        
<CAPTION>
           Annual
           Capital           No. of            Net
         Gain Distri-        Shares           Asset            Total
           bution          Re-Accumu-         Value          Value of
          invested          lated(b)         Reinvest         Shares
         --------------------------------------------------------------
         <S>               <C>               <C>            <C>
             .00             97.526            9.63             939.18
             .00            166.534            9.91           1,650.35
             .00            238.990           10.02           2,394.68
             .00            317.219            9.93           3,149.98
             .00            399.343           10.23           4,085.28
           22.61            485.865           10.32           5,014.13
           86.38            579.029           10.56           6,114.55
             .00            673.146            9.42           6,341.04
             .00            764.651           10.37           7,929.43
             .00            748.695           10.14           7,591.77
          ------                                                       
          $90.21                                                       
          ======                                                       
</TABLE>    


   
*   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 545.671 from net payments  invested,  194.440 from
net dividend income and 8.584 from capital gain distributions.
    


                                       29

<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 THE
    ACCUMULATION OF CLASS A SHARES OF
    FIRST INVESTORS GLOBAL 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 the  Accumulation  of
Class A Shares of First Investors Global Fund, Inc. as of December 31, 1996, 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 Class A Shares held as of December 31, 1996, 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 the  Accumulation  of Class A Shares of First
Investors  Global  Fund,  Inc.  at  December  31,  1996,  and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.


PHILADELPHIA, PENNSYLVANIA
MARCH 7, 1997


                                       30
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS
<S>                                                                               <C>             <C>
   First Investors Global Fund, Inc. Class A Shares,
      at value (Cost $23,463,886) (NOTE 3)                                                        $26,550,636
   Cash                                                                                                 3,016
   Dividend receivable                                                                                 87,302
                                                                                                  -----------
         TOTAL ASSETS                                                                              26,640,954


LIABILITIES
   Custodian and delegated service fees payable                                   $66,659
   Dividends payable in cash                                                       20,643
   Federal income tax withheld on liquidations                                      2,222
   Planholders' prepayment of life insurance premiums                                 546
   Payable for First Investors Global Fund, Inc.
      Class A Shares purchased                                                        248
                                                                                  -------
         TOTAL LIABILITIES                                                                             90,318
                                                                                                  -----------

NET ASSETS (Equivalent to $6.59 per share based on
   4,028,928 shares of capital stock owned on outstanding plans)                                  $26,550,636
                                                                                                  ===========
</TABLE>


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


                                       31
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTMENT INCOME
<S>                                                         <C>                   <C>
   DISTRIBUTIONS RECEIVED ON CLASS A SHARES OF
      FIRST INVESTORS GLOBAL FUND, INC.
      From: Investment Income                                                     $   151,763
               Realized gains                                                       3,132,090
                                                                                  -----------
      TOTAL INVESTMENT INCOME                                                       3,283,853

   EXPENSES
      Custodian fees                                        $     47,472
      Delegated service fees                                      19,187
                                                            ------------
      TOTAL EXPENSES                                                                   66,659
                                                                                  -----------
         INVESTMENT INCOME, NET                                                     3,217,194
                                                                                  -----------

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 $1,719                    4,146,827
         Cost of shares                                        3,256,580
                                                             -----------
      NET REALIZED GAIN                                                               890,247

   UNREALIZED APPRECIATION (DEPRECIATION)
      Beginning of year                                        3,831,208
      End of year                                              3,086,750
                                                             -----------
      NET DEPRECIATION FOR THE YEAR                                                  (744,458)
                                                                                  -----------
         NET REALIZED AND UNREALIZED GAIN
            ON PLAN SHARES                                                            145,789
                                                                                  -----------

            NET INCREASE IN NET ASSETS
               RESULTING FROM OPERATIONS                                           $3,362,983
                                                                                  ===========
</TABLE>


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


                                       32
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                  1996                1995
                                                                                  ----                ----
<S>                                                                           <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   Investment income - net                                                    $  3,217,194        $  1,037,879
   Realized gain on plan liquidations                                              890,247             704,247
   Unrealized appreciation (depreciation) on plan shares held                     (744,458)          2,005,769
                                                                              ------------         -----------
                                                                                 3,362,983           3,747,895
   Distributions to Planholders from investment income - net                    (3,217,194)         (1,037,879)
   Capital share transactions - net (NOTE 2)                                     1,865,260            (581,283)
                                                                              ------------         -----------

         NET INCREASE IN NET ASSETS                                              2,011,049           2,128,733

NET ASSETS
   Beginning of year                                                            24,539,587          22,410,854
                                                                              ------------         -----------

   END OF YEAR                                                                 $26,550,636         $24,539,587
                                                                              ============        ============
</TABLE>


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


                                       33
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL 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 Plan  provides  for single  payment and periodic
      payment plans with regular and systematic monthly investments over periods
      of either ten or fifteen  years.  The objective of the investment in First
      Investors Global Fund, Inc. is primarily to seek long-term  capital growth
      and secondarily to earn a reasonable level of current income.

      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.


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

                                       34

<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

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

(2)   CAPITAL SHARES

      At December 31, 1996 and 1995, the Plan held 4,028,928 and 3,735,097 Class
      A Shares of First  Investors  Global  Fund,  Inc.,  respectively.  Capital
      transactions in First  Investors  Global Fund, Inc. Class A Shares were as
      follows:

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                              1996                               1995
                                                       -------------------              ---------------------
                                                       AMOUNT       SHARES              AMOUNT         SHARES
                                                       ------       ------              ------         ------
 <S>                                               <C>              <C>             <C>               <C>
      Planholders' payments *                      $ 3,082,852                      $ 3,023,708
                                                   -----------                      -----------

      Less
         Sales charges                                 224,879                          216,008
         Custodian fees                                 42,343                           45,578
         Insurance premiums **                              92                              120
                                                   -----------                     ------------
                                                       267,314                          261,706
                                                   -----------                     ------------

      Balance invested in Class A Shares
         of First Investors Global
         Fund, Inc.                                  2,815,538       401,473          2,762,002       445,078

      Class A Shares of First Investors
         Global Fund, Inc. acquired
         on reinvestment of
         distributions received                      3,196,549       485,663          1,030,873       157,126

      Redemption and cancellations
         of First Investors Global
         Fund, Inc. Class A Shares                  (4,146,827)     (593,305)        (4,374,158)     (704,582)
                                                   -----------      --------       ------------      --------

      NET INCREASE (DECREASE)                      $ 1,865,260       293,831       $   (581,283)     (102,378)
                                                   ===========      ========       ============      ========
</TABLE>

*     NET OF REFUNDS (SEE NOTE 4)

**    INCLUDES EXCESS INSURANCE PREMIUMS RETURNED UPON PLAN COMPLETIONS


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


                                       35
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)




(3)   PLANHOLDERS' COST OF FIRST INVESTORS GLOBAL FUND, INC. CLASS A SHARES

      The  investment in First  Investors  Global Fund,  Inc.  Class A 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, 1996

<TABLE>
<CAPTION>
                                                                  MONTHLY          SINGLE
                                                                  PAYMENT         PAYMENT
                                                                   PLANS           PLANS             TOTAL
                                                                  -------         -------            -----
<S>                                                             <C>               <C>             <C>
      TOTAL AGREED PAYMENTS                                     $76,240,140       $373,464        $76,613,604
                                                                ===========       ========        ===========

      Total payments made by Planholders
         on plans outstanding                                   $21,908,916       $373,464        $22,282,380

      Reinvested distributions from
         Net investment income                                      790,182         62,614            852,796
         Realized gains                                           4,687,303        130,357          4,817,660
                                                               ------------      ---------       ------------
               TOTAL                                             27,386,401        566,435         27,952,836
                                                               ------------      ---------       ------------

      Deductions
         Fees, taxes and service charges                          2,896,804         20,490          2,917,294
         Insurance premiums                                          10,179            -               10,179
                                                               ------------      ---------       ------------
               TOTAL DEDUCTIONS                                   2,906,983         20,490          2,927,473
                                                               ------------      ---------       ------------

      Net investment in
         First Investors Global Fund, Inc.
             Class A Shares                                      24,479,418        545,945         25,025,363
      Less cost of partial withdrawals                            1,601,580         23,102          1,624,682
                                                               ------------      ---------       ------------
      NET COST OF
         FIRST INVESTORS GLOBAL FUND, INC.
             CLASS A SHARES                                      22,877,838        522,843         23,400,681
      RETURN OF CAPITAL DISTRIBUTIONS REINVESTED                     61,632          1,573             63,205
      UNREALIZED APPRECIATION                                     3,043,240         43,510          3,086,750
                                                               ------------      ---------       ------------

      NET AMOUNT APPLICABLE TO PLANHOLDERS                      $25,982,710       $567,926        $26,550,636
                                                               ============      =========       ============
</TABLE>

                                       36
- --------------------------------------------------------------------------------


<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR THE
ACCUMULATION OF CLASS A SHARES OF
FIRST INVESTORS GLOBAL 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 $14,956  and  $18,772,  and  custodian  fee refunds of $132 and
      $140, for the years ended December 31, 1996 and 1995, respectively.

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



- --------------------------------------------------------------------------------
                                       37
<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 CLASS A SHARES OF
    FIRST INVESTORS GOVERNMENT 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 Class A
Shares of First  Investors  Government  Fund,  Inc. as of December 31, 1996, 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 Class A Shares held as of December 31, 1996, 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 Class A Shares of First  Investors
Government  Fund,  Inc. at December 31, 1996,  and the results of its operations
for the year then  ended and the  changes  in its net assets for each of the two
years in the period then ended, in conformity with generally accepted accounting
principles.


PHILADELPHIA, PENNSYLVANIA
MARCH 7, 1997


                                       38
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS
<S>                                                           <C>           <C>
   First Investors Government Fund, Inc. Class A Shares,
      at value (Cost $37,207,779) (NOTE 3)                                   $   36,637,181
   Dividend receivable                                                               10,152
   Cash                                                                               1,486
                                                                             --------------
         TOTAL ASSETS                                                            36,648,819


LIABILITIES
   Dividends payable in cash                                   $  4,610
   Custodian fees payable                                         5,542
   Payable for First Investors Government Fund, Inc.
      Class A Shares purchased                                    1,178
   Planholder prepayments of life insurance premiums                308
                                                               --------
         TOTAL LIABILITIES                                                           11,638
                                                                             --------------

NET ASSETS  (Equivalent to $11.05 per share based on 
   3,315,582  Class A Shares of capital stock owned
      on outstanding plans                                                   $   36,637,181
                                                                             ==============
</TABLE>


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


                                       39
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT FUND, INC.

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

INVESTMENT INCOME
   DISTRIBUTIONS RECEIVED ON CLASS A SHARES OF
      FIRST INVESTORS GOVERNMENT FUND, INC.

<TABLE>
<S>                                                              <C>              <C>
      From:  Net investment income                                                $  2,229,944

   EXPENSES
      Custodian fees                                             $  70,391
      Delegated service fees                                        26,777
                                                                 ---------
      TOTAL EXPENSES                                                                    97,168
                                                                                  ------------
         INVESTMENT INCOME - NET                                                     2,132,776
                                                                                  ------------


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 $2,647                   8,612,889
            Cost of shares                                       8,790,981
                                                                 ---------
      NET REALIZED LOSS                                                               (178,092)

      UNREALIZED APPRECIATION (DEPRECIATION)
         Beginning of year                                         230,715
         End of year                                              (570,598)
                                                                 ---------

      NET DEPRECIATION FOR THE YEAR                                                   (801,313)
                                                                                  ------------
         NET REALIZED AND UNREALIZED LOSS
            ON PLAN SHARES                                                            (979,405)
            NET INCREASE IN NET ASSETS
                                                                                  ------------
               RESULTING FROM OPERATIONS                                          $  1,153,371
                                                                                  ============
</TABLE>


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

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


                                       40
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT FUND, INC.

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 1996              1995
                                                                                 ----              ----
<S>                                                                       <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   Investment income - net                                                $    2,132,776      $    2,652,309
   Realized loss on plan liquidations                                           (178,092)           (227,565)
   Unrealized appreciation (depreciation)
      on plan shares held                                                       (801,313)          3,350,297
                                                                          --------------      --------------
                                                                               1,153,371           5,775,041
   Distributions to planholders from
      investment income - net                                                 (2,132,776)         (2,652,309)
   Capital share transactions - net (NOTE 2)                                  (4,492,105)         (2,700,270)
                                                                          --------------      --------------

         NET INCREASE (DECREASE) IN NET ASSETS                                (5,471,510)            422,462

NET ASSETS
   Beginning of year                                                          42,108,691          41,686,229
                                                                          --------------      --------------

   END OF YEAR                                                            $   36,637,181      $   42,108,691
                                                                          ==============      ==============
</TABLE>


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


                                       41
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT 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 Plan  provides  for single  payment and periodic
      payment plans with regular and systematic monthly investments over periods
      of either ten or fifteen  years.  The objective of the investment in First
      Investors  Government  Fund,  Inc.  is to achieve a  significant  level of
      current  income  which  is  consistent  with  security  and  liquidity  of
      principal.

      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.


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


                                       42
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

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

(2)   CAPITAL SHARES

      At December 31, 1996 and 1995, the Plan held 3,315,582 and 3,723,138 Class
      A Shares of First Investors Government Fund, Inc.,  respectively.  Capital
      transactions in First Investors Government Fund, Inc.
      Class A Shares were as follows:

<TABLE>
<CAPTION>
                                                                   YEARS ENDED DECEMBER 31,
                                                                   ------------------------
                                                            1996                              1995
                                                            ----                              ----
                                                    AMOUNT          SHARES            AMOUNT           SHARES
                                                    ------          ------            ------           ------
<S>                                            <C>                <C>           <C>                <C>

      Planholders' payments *                  $    2,193,955                   $    2,903,160
                                               --------------                   --------------
      Less
         Sales charges                                 98,835                          128,543
         Custodian fees                                29,750                           42,202
         Insurance **                                     (16)                              19
                                               --------------                   --------------
                                                      128,569                          170,764
                                               --------------                   --------------
      Balance invested in
         First Investors
         Government Fund,
         Inc. Class A Shares                        2,065,386       187,343          2,732,396       249,811
      Class A Shares of
         First Investors
         Government Fund,
         Inc. acquired on
         reinvestment of
         distributions received                     2,055,398       187,300          2,551,145       232,604
      Redemptions and
         cancellations of
         First Investors
         Government Fund,
         Inc. Class A Shares                       (8,612,889)     (782,199)        (7,983,811)     (729,394)
                                               --------------                   --------------

      NET   DECREASE                           $   (4,492,105)     (407,556)    $   (2,700,270)     (246,979)
                                               ==============    ==========     ==============     =========
</TABLE>


*     NET OF REFUNDS (SEE NOTE 4)

**    INCLUDES EXCESS INSURANCE PREMIUMS RETURNED UPON PLAN COMPLETIONS


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


                                       43
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT FUND, INC.

NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

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

(3)   PLANHOLDERS' COST OF FIRST INVESTORS GOVERNMENT FUND, INC.
         CLASS A SHARES

      The investment in First Investors  Government Fund, Inc. Class A 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 and
      custodian fees.

      The totals for each plan type are listed below.

                PLANS OUTSTANDING - DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                           MONTHLY              SINGLE
                                                           PAYMENT              PAYMENT
                                                            PLANS                PLANS             TOTAL
                                                           -------              -------            -----
<S>                                                    <C>                  <C>               <C>
      TOTAL AGREED PAYMENTS                            $    76,960,260      $  1,855,712      $   78,815,972
                                                       ===============      ============      ==============

      Total payments made by Planholders
         on plans outstanding                          $    29,763,641      $  1,855,712      $   31,619,353
      Reinvested distributions from
         Net investment income                              11,536,543           687,609          12,224,152
         Realized gains                                         44,103            15,459              59,562
                                                       ---------------      ------------      --------------
               TOTAL                                        41,344,287         2,558,780          43,903,067
                                                       ---------------      ------------      --------------

      Deductions
         Fees and service charges                            3,544,878           101,183           3,646,061
         Insurance premiums                                        163              -                    163
                                                       ---------------      ------------      --------------
               TOTAL DEDUCTIONS                              3,545,041           101,183           3,646,224
                                                       ---------------      ------------      --------------

      Net investment in First Investors
         Government Fund, Inc. Class A Shares               37,799,246         2,457,597          40,256,843
      Less cost of partial withdrawals                       2,828,502           347,100           3,175,602
                                                       ---------------      ------------      --------------
      NET COST OF FIRST INVESTORS
         GOVERNMENT FUND, INC.
         CLASS A SHARES                                     34,970,744         2,110,497          37,081,241
      RETURN OF CAPITAL DISTRIBUTIONS
         REINVESTED                                            113,279            13,259             126,538
      UNREALIZED DEPRECIATION                                 (486,440)          (84,158)           (570,598)
                                                       ---------------      ------------      --------------

      NET AMOUNT APPLICABLE TO PLANHOLDERS             $    34,597,583      $  2,039,598      $   36,637,181
                                                       ===============      ============      ==============
</TABLE>


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


                                       44
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
FIRST INVESTORS GOVERNMENT 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 $533 and $2,631, and custodian fee refunds of $10 and $-0-, for
      the years ended December 31, 1996 and 1995, respectively.

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


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


                                       45
<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 CLASS A SHARES OF
    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 Class A
Shares of First Investors Insured Tax Exempt Fund, Inc. as of December 31, 1996,
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 Class A Shares held as of December 31, 1996, 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 Class A Shares of First  Investors
Insured  Tax Exempt  Fund,  Inc. at December  31,  1996,  and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.


PHILADELPHIA, PENNSYLVANIA
MARCH 7, 1997


                                       46
<PAGE>

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

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ASSETS
<S>                                                                <C>            <C>
   First Investors Insured Tax Exempt Fund, Inc. Class A Shares,
      at value (Cost $47,988,965) (NOTE 3)                                        $   48,909,742
   Dividend receivable                                                                    33,174
   Cash                                                                                    4,789
                                                                                  --------------
         TOTAL ASSETS                                                                 48,947,705

LIABILITIES
   Dividends payable in cash                                       $  29,595
   Custodian fees payable                                              3,579
   Payable for First Investors Insured Tax Exempt Fund, Inc.
      Class A Shares purchased                                         1,707
   Planholders' prepayments of life insurance premiums                 2,750
   Federal income tax withheld on liquidations                           332
                                                                   ---------
         TOTAL LIABILITIES                                                                37,963
                                                                                  --------------

NET ASSETS  (Equivalent to $10.14 per share based on 
   4,823,446  Class A Shares of capital stock owned
   on outstanding plans)                                                          $   48,909,742
                                                                                  ==============
</TABLE>


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


                                       47
<PAGE>

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

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
INVESTMENT INCOME
<S>                                                      <C>                   <C>
   DISTRIBUTIONS RECEIVED ON CLASS A SHARES OF
      FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.
      From:  Net investment income                                             $   2,572,031

   EXPENSES
      Custodian fees                                     $       45,085
      Delegated service fees                                     17,385
                                                         --------------
      TOTAL EXPENSES                                                                  62,470
                                                                               -------------
         INVESTMENT INCOME - NET                                                   2,509,561
                                                                               -------------


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 $1,102               10,030,832
            Cost of shares                                    9,880,076
                                                         --------------
      NET REALIZED GAIN                                                              150,756

      UNREALIZED APPRECIATION (DEPRECIATION)
         Beginning of year                                    2,305,196
         End of year                                            920,777
                                                         --------------

      NET DEPRECIATION FOR THE YEAR                                               (1,384,419)
                                                                               -------------
         NET REALIZED AND UNREALIZED LOSS
            ON PLAN SHARES                                                        (1,233,663)
                                                                               -------------
            NET INCREASE IN NET ASSETS
               RESULTING FROM OPERATIONS                                       $   1,275,898
                                                                               =============
</TABLE>


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


                                       48
<PAGE>

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

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                                 1996               1995
                                                                                 ----               ----
<S>                                                                       <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   Investment income - net                                                $    2,509,561      $    2,802,178
   Realized gain on plan liquidations                                            150,756              20,286
   Unrealized appreciation (depreciation)
      on plan shares held                                                     (1,384,419)          5,195,519
                                                                          --------------      --------------
                                                                               1,275,898           8,017,983
   Distributions to planholders from
      investment income - net                                                 (2,509,561)         (2,802,178)
   Capital share transactions - net (NOTE 2)                                  (5,399,673)         (2,000,968)
                                                                          --------------      --------------

           NET INCREASE (DECREASE) IN NET ASSETS                              (6,633,336)          3,214,837

NET ASSETS
   Beginning of year                                                          55,543,078          52,328,241
                                                                          --------------      --------------

   END OF YEAR                                                            $   48,909,742      $   55,543,078
                                                                          ==============      ==============
</TABLE>


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


                                       49

<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
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 Plan  provides  for single  payment and periodic
      payment plans with regular and systematic monthly investments over periods
      of either ten or fifteen  years.  The objective of the investment in First
      Investors  Insured  Tax-Exempt  Fund,  Inc., is to provide a high level of
      interest income which is exempt from Federal income tax.

      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.


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


                                       50
<PAGE>

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

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

(2)   CAPITAL SHARES

      At December 31, 1996 and 1995, the Plan held 4,823,446 and 5,356,131 Class
      A Shares of First Investors  Insured Tax Exempt Fund, Inc.,  respectively.
      Capital  transactions  in First  Investors  Insured Tax Exempt Fund,  Inc.
      Class A Shares were as follows:

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                                    ------------------------
                                                    1996                                1995
                                                    ----                                ----
                                           AMOUNT          SHARES              AMOUNT          SHARES
                                           ------          ------              ------          ------
<S>                                   <C>                <C>             <C>                <C>
Planholders' payments *               $     2,634,241                    $    4,649,089
                                      ---------------                    --------------
Less
   Sales charges                              109,657                           212,906
   Custodian fees                              29,531                            33,901
   Insurance premiums **                         (198)                              138
                                      ---------------                    --------------
                                              138,990                           246,945
                                      ---------------                    --------------
Balance invested in
   First Investors
   Insured Tax Exempt
   Fund, Inc. Class A Shares                2,495,251       248,266           4,402,144        443,041

Class A Shares of
   First Investors
   Insured Tax Exempt
   Fund, Inc. acquired
   on reinvestment of
   distributions received                   2,135,908       212,843           2,377,925        238,293

Redemptions and
   cancellations of
   First Investors
   Insured Tax Exempt
   Fund, Inc. Class A Shares              (10,030,832)     (993,794)         (8,781,037)      (880,218)
                                      ---------------    ----------      --------------     ----------

NET DECREASE                          $    (5,399,673)     (532,685)     $   (2,000,968)      (198,884)
                                      ===============    ==========      ==============     ==========
</TABLE>


*     NET OF REFUNDS (SEE NOTE 4)

**    INCLUDES EXCESS INSURANCE PREMIUMS RETURNED UPON PLAN COMPLETIONS.


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


                                       51
<PAGE>

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

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

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

      The investment in First  Investors  Insured Tax Exempt Fund,  Inc. Class A
      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, 1996
                -------------------------------------

<TABLE>
<CAPTION>
                                                           MONTHLY              SINGLE
                                                           PAYMENT             PAYMENT
                                                            PLANS                PLANS               TOTAL
                                                           -------             -------               -----
<S>                                                    <C>                 <C>                 <C>
      TOTAL AGREED PAYMENTS                            $   72,429,676      $   11,019,357      $   83,449,033
                                                       ==============      ==============      ==============

      Total payments made by
         Planholders on plans
         outstanding                                   $   30,766,201      $  11,019,357       $   41,785,558
      Reinvested distributions from
         Net investment income                             10,997,724           3,860,123          14,857,847
         Realized gains                                       451,224             181,915             633,139
                                                       --------------      --------------      --------------
               TOTAL                                       42,215,149          15,061,395          57,276,544
                                                       --------------      --------------      --------------
      Deductions
         Fees and service charges                           3,198,237             548,603           3,746,840
         Insurance premiums                                     7,276                -                  7,276
                                                       --------------      --------------      --------------
               TOTAL DEDUCTIONS                             3,205,513             548,603           3,754,116
                                                       --------------      --------------      --------------
      Net investment in
         First Investors Insured Tax
         Exempt Fund, Inc. Class A Shares                  39,009,636          14,512,792          53,522,428
      Less cost of partial withdrawals                      4,338,096           1,195,367           5,533,463
                                                       --------------      --------------      --------------
      NET COST OF
         FIRST INVESTORS INSURED TAX
         EXEMPT FUND, INC. CLASS A SHARES                  34,671,540          13,317,425          47,988,965
      UNREALIZED APPRECIATION                                 566,450             354,327             920,777
                                                       --------------      --------------      --------------
      NET AMOUNT APPLICABLE
         TO PLANHOLDERS                                $   35,237,990      $   13,671,752      $   48,909,742
                                                       ==============      ==============      ==============
</TABLE>


- --------------------------------------------------------------------------------
                                       52
<PAGE>

FIRST INVESTORS SINGLE PAYMENT
AND PERIODIC PAYMENT PLANS FOR
INVESTMENT IN CLASS A SHARES OF
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 $7,880 and $10,819,  and  custodian fee refunds of $56 and $84,
      for the years ended December 31, 1996 and 1995, respectively.

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


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

                                       53
<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, 1996
                                     ASSETS

<TABLE>
<CAPTION>
CURRENT ASSETS
<S>                                                               <C>            <C>

     Cash and cash equivalents....................................               $11,649,549
     Marketable securities........................................                   103,676
     Receivables from customers and others........................                 2,023,253
     Salesmen advances--net, prepaid expenses and other
        amounts receivable........................................                 2,422,729
     Receivable from affiliated companies.........................                    25,570
     Deferred sales commissions ..................................                   482,809
                                                                                ------------
        Total current assets......................................                16,707,586
FIXED ASSETS
     Leasehold improvements and equipment (less accumulated
        depreciation and amortization of $1,524,000)..............                   280,560
OTHER ASSETS
     Cash and cash equivalents segregated under
        federal regulations (Note 2)..............................$1,013,338
     Deferred sales commissions................................... 1,448,427
     Other........................................................    79,804
                                                                  ----------
        Total other assets........................................                 2,541,569
                                                                                 -----------
        Total assets..............................................               $19,529,715
                                                                                 ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
CURRENT LIABILITIES
<S>                                                               <C>          <C>
     Payable for securities purchased.............................             $  4,948,452
     Payable to dealers and customers.............................                  234,694
     Accrued commissions and supplier accounts payable............                1,001,375
     Other liabilities and accrued expenses.......................                7,252,678
                                                                               ------------
        Total current liabilities.................................               13,437,199
     Deferred income taxes........................................                  536,000

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

STOCKHOLDERS' EQUITY
     Common stock, no par, stated value $5,
        200 shares authorized, issued and outstanding.............$   1,000
     Surplus......................................................5,555,516
                                                                  ---------
        Total stockholder's equity................................                5,556,516
                                                                               ------------
        Total liabilities and stockholder's equity................              $19,529,715
                                                                                ===========
</TABLE>

                        See notes to financial statements


                                       54
<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
             STATEMENT OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
REVENUE
<S>                                                               <C>             <C>
     Commissions on sales of Funds and other securities...........                $21,866,624
     Sales of variable life insurance products....................                  9,708,831
     Sponsor fees on periodic and single payment investment
        plans.....................................................                    657,200
     Service fees.................................................                  4,130,413
                                                                                  -----------

                                                                                   36,363,068
        Less commission expense...................................                 24,107,335
                                                                                   ----------
        Total commissions and fees - net..........................                 12,255,733

     Income from investments......................................                    330,356
     Other revenue................................................                    616,288
                                                                                 ------------
        Total revenue.............................................                 13,202,377

EXPENSES
     Selling expenses.............................................$ 8,233,748
     Administrative expenses......................................  6,456,826
                                                                  -----------

        Total expenses............................................                 14,690,574
                                                                                 ------------


     Loss before income tax benefit...............................                 (1,488,197)
Income tax benefit (Note 8).......................................                   (549,800)
                                                                                  ------------


     NET LOSS.....................................................                   (938,397)
Retained earnings (deficit)
     Beginning of year............................................                 (7,971,913)
                                                                                --------------

     End of year..................................................               $ (8,910,310)
                                                                                 =============
</TABLE>


                        See notes to financial statements


                                       55
<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
                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 1996

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH FLOWS FROM OPERATING ACTIVITIES
    Commissions and fees received - net......................$  12,161,131
    Other revenue............................................      616,288
    Investment income received...............................      329,407
    Cash paid to suppliers and employees.....................  (15,100,384)
    Cash received from (paid to) segregated trust account....      279,021
    Income taxes refunded....................................      870,800
                                                              ------------

       NET CASH USED FOR OPERATING ACTIVITIES................     (843,737)
                                                              ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds received on sale of investment securities.......      219,590
    Purchase of investment securities........................      (43,200)
    Capital expenditures.....................................      (29,430)
                                                             -------------

       NET CASH PROVIDED BY INVESTING ACTIVITIES.............      146,960
                                                             -------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Advances from parent and affiliates......................      855,008
                                                             -------------

       NET CASH PROVIDED BY FINANCING ACTIVITIES.............      855,008
                                                             -------------

         NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      158,231

CASH AND CASH EQUIVALENTS
       Beginning of year.....................................   11,491,318
                                                             -------------

       END OF YEAR...........................................$  11,649,549
                                                             =============

                        See notes to financial statements


                                       56
<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
                      STATEMENT OF CASH FLOWS--(CONTINUED)

                          YEAR ENDED DECEMBER 31, 1996

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
 (USED FOR) OPERATING ACTIVITIES
    NET LOSS................................................. $   (938,397)

    ADJUSTMENTS TO RECONCILE NET LOSS TO NET
       CASH PROVIDED BY (USED FOR)  OPERATING ACTIVITIES

       Depreciation and amortization - fixed assets..........     146,818
       Amortization of deferred sales commissions............     601,212
       Net unrealized (gain) loss on marketable securities...        (949)
       Provision for deferred income taxes...................     321,000

       (Increase) decrease in
         Receivable from dealers.............................    (298,664)
         Receivable from customers...........................      89,098
         Receivable from Funds - shares redeemed.............     384,200
         Receivable from Funds - distribution fees...........    (110,613)
         Salesmen's advances - net...........................     328,791
         Prepaid expenses and miscellaneous receivables......      10,642
         Cash and cash equivalents segregated under federal r     279,021
         Receivable from affiliated companies................      39,424
         Deferred sales commissions..........................  (1,526,600)
         Other...............................................      (4,061)

       Increase (decrease) in
         Payable for securities purchased....................     (60,319)
         Customer credit balances............................      13,949
         Payable to dealers..................................    (105,592)
         Accrued commissions payable.........................      (6,661)
         Accounts payable-suppliers..........................      99,284
         Accrued expenses and other liabilities..............    (105,320)
                                                             -----------

    NET CASH USED FOR OPERATING ACTIVITIES...................$   (843,737)
                                                             ============

                        See notes to financial statements


                                       57
<PAGE>

                           FIRST INVESTORS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

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").

      ACCOUNTING ESTIMATES

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

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash and cash  equivalents,  accounts  receivable,
accounts payable,  and other  liabilities  approximate fair value because of the
short  maturity of these  items.  Marketable  securities  are recorded at market
value in the balance sheet, therefore, these values represent fair value.

      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. Marketable
securities  consist  principally of unit investment trusts at December 31, 1996.
Marketable  securities  subject to withdrawal  restrictions are classified under
"Other Assets".


                                       58
<PAGE>

                           FIRST INVESTORS CORPORATION
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1996


      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.

      SALES COMMISSIONS

      Sales  commissions  paid on sales of "A"  shares  of the  Funds  and other
investment companies are charged to operations when paid. Sales commissions paid
on sales of "B" shares of the Funds are  charged to deferred  sales  commissions
and amortized  over four years.  Early  withdrawal  charges on "B" shares of the
Funds received by the Company from  redeeming  shareholders  reduce  unamortized
deferred sales commissions  first, with any remaining amount recorded in income.
For the year ended December 31, 1996  amortization of deferred sales commissions
amounted to approximately $601,000.

      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 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 sales promotion 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.  Distribution  fees are recorded in
income or as a reduction of expenses  when earned.  For the year ended  December
31, 1996,  approximately  $5,687,000 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 Company's  method of accounting for income taxes conforms to Statement
of Financial  Accounting  Standards No. 109, "Accounting For Income Taxes". This
method  requires the  recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary  differences between the financial
reporting basis and tax basis of assets and liabilities.


                                       59
<PAGE>

                           FIRST INVESTORS CORPORATION
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1996


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

      At  December  31,  1996,  cash  and  cash   equivalents  of  approximately
$1,013,300  were segregated in a special reserve bank account for the benefit of
customers under Rule 15c3-3 of the Securities  Exchange Act of 1934. The minimum
amount required was approximately $350,000.

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  1996,   the  Company   charged   certain  of  its  affiliates
approximately  $2,615,000 for  management  and other services and  approximately
$530,000 for office space.

The Company purchased  approximately  $617,000 of data processing services,  and
approximately $460,000 of office space.

      The Company also receives commissions and fees on the sale of various life
insurance  products from an affiliated life insurance  company.  For 1996, these
commissions and fees amounted to approximately $9,709,000.

      In  addition  to the  outstanding  advances  between  the  Company and its
affiliates,  the  Company  also had  approximately  $4,287,000  deposited  in an
account of an affiliated savings bank, and approximately  $7,340,000 invested in
First Investors mutual funds,  principally in the money market fund, at December
31, 1996.

NOTE 4--PROFIT-SHARING PLAN

      The Company is a sponsoring employer in a profit-sharing plan covering all
of its eligible  employees and those of other  wholly-owned  subsidiaries of its
parent.  Contributions  to the  plan are  determined  annually  by the  Board of
Directors. In addition, the Company is a sponsoring employer in a 401(k) savings
plan  covering all of its  eligible  employees  and those of other  wholly-owned
subsidiaries  of its parent  whereby  employees  may  voluntarily  contribute  a
percentage  of their  compensation  with the  Company  matching a portion of the
contributions of certain employees. The amount contributed by the Company during
the  year  was not  material.  For the  year,  the  Company  charged  operations
approximately $430,000 for its portion of the contribution to the profit-sharing
plan.


                                       60
<PAGE>

                           FIRST INVESTORS CORPORATION
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1996

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 2010.  Total rent
expense, including amounts charged from affiliates and net of amounts charged to
affiliates,  was  approximately  $3,089,000  for 1996. The minimum annual rental
commitments  relating to leases in effect as of December 31, 1996,  exclusive of
taxes and other  charges  by  lessors  subject  to  escalation  clauses,  are as
follows:

  1997......................................................   $  1,826,000
  1998......................................................      2,164,000
  1999......................................................      1,845,000
  2000......................................................      1,557,000
  2001 through 2010.........................................     11,501,000
                                                                -----------
                                                                $18,893,000
                                                                ===========
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 bonds.  The Company  believes  that these
cases will not have a material adverse effect on its financial condition.

      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.

NOTE 7--NET CAPITAL REQUIREMENTS

      As a  registered  broker-dealer  the Company is subject to the Uniform Net
Capital  Rule  15c3-1  under  the  Securities  Exchange  Act of 1934.  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, 1996, the Company had net capital of approximately
$792,000, or an excess of approximately  $542,000,  over net capital required of
$250,000.

      For  additional  information,  the Company's  Annual  Audited Report filed
pursuant to Rule 17a-5 under the  Securities  Exchange  Act of 1934 is available
for  inspection  at the Company's  main office or at the regional  office of the
Securities and Exchange Commission.


                                       61
<PAGE>

                           FIRST INVESTORS CORPORATION
                   NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
                                DECEMBER 31, 1996

NOTE 8--INCOME TAXES

      The provision (refund) for income taxes consists of the following:

          CURRENT
                Federal                                         $   (802,400)
                State and local                                      (68,400)
                                                                -------------
                                                                    (870,800)
          DEFERRED
                Federal                                              286,400
                State and local                                       34,600
                                                                     321,000
                    Total                                        $  (549,800)
                                                                 ============


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

          Unrealized gains                                      $      2,300
          Accrued expenses                                           (93,000)
          Depreciation                                              (127,300)
          Deferred sales commissions                                 734,000
          Other                                                       20,000
                                                                $    536,000

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

          Statutory rate                                               34.0%
          Increases (decreases) in effective tax rate 
            resulting from

                State and local income taxes, net of federal tax 
                benefit                                                 1.4
                Other                                                   1.5
                                                                     ------

                       Actual effective rate                           36.9%
                                                                     ======


                                       62
<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, 1996,  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, 1996 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 14, 1997


                                       63
<PAGE>
                                  SALES OFFICES

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

                                       64
<PAGE>

TABLE OF CONTENTS
===========================================================
Allocation of Monthly Payments and
  Deductions - 10 Year Plans..........................    3
Allocation of Monthly Payments and
  Deductions - 15 Year Plans..........................    4
Allocation of Payments at Various Stages..............    5
The Plans.............................................    5
Underlying Investment.................................    8
Other Deductions......................................    9
Rights and Privileges of Planholders..................   10
Method of Selling Shares..............................   14
Termination of Plan by the Sponsor....................   15
Exchanges Involving Other Plans.......................   16
Substitution of Other Shares as the
  Underlying Investment of the Plan...................   17
Sponsor and Underwriter...............................   18
Custodian ............................................   19
Taxes.................................................   19
Officers and Directors of First Investors
  Corporation.........................................   20
Statistical Data Applicable to First Investors
  Plans...............................................   26
Illustration of a $6,000 Ten-Year Payment Plan........   27
Financial Statements..................................   30
===========================================================

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


I hereby  acknowledge  receipt of FIRST INVESTORS  CORPORATION'S PLAN PROSPECTUS
dated April 30,  1997,  to which  receipt was  attached,  as well as the current
prospectus of FIRST INVESTORS  GLOBAL FUND,  INC.,  FIRST  INVESTORS  GOVERNMENT
FUND. OR FIRST INVESTORS INSURED TAX EXEMPT FUND, INC.


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


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

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


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


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


                                                                        FIIS 081
<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 31st day of
March, 1997.

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

                                              BY: FIRST INVESTORS CORPORATION
                                                  (Depositor)
ATTEST:

 /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                       March 31, 1997
- --------------------
Marvin M. Hecker

     *
- --------------------          Chairman of the Board           March 31, 1997
Glenn O. Head

     *
- --------------------          Vice President and              March 31, 1997
Kathryn S. Head               Chief Financial Officer


     *
- ---------------------         Treasurer                       March 31, 1997
Joseph I. Benedek


 /s/Larry R. Lavoie
- --------------------          Secretary                       March 31, 1997
Larry R. Lavoie


     *
- --------------------          Director                        March 31, 1997
Glenn O. Head


     *
- --------------------          Director                        March 31, 1997
John T. Sullivan


     *
- --------------------          Director                        March 31, 1997
Kathryn S. Head


     *
- ---------------------         Director                        March 31, 1997
Lawrence A. Fauci


     *
- --------------------          Director                        March 31, 1997
Roger L. Grayson


     *                        Director                        March 31, 1997
- ---------------------
Jeremiah J. Lyons


     *
- --------------------          Director                        March 31, 1997
Jane W. Kruzan


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




               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. 20 to the
Registration  Statement on Form S-6 (File No. 2-64537) of our report dated March
7,  1997  relating  to the  December  31,  1996  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 14, 1997
relating  to the  December  31, 1996  financial  statements  of First  Investors
Corporation, which are included in said Registration Statement.


                                                        /s/ Tait, Weller & Baker



                                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
April 3, 1997


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<ARTICLE> 6
<SERIES>
   <NUMBER> 001
   <NAME> CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
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<PERIOD-START>                              JAN-1-1996
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<INVESTMENTS-AT-COST>                            23398
<INVESTMENTS-AT-VALUE>                           23398
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       5
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<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          436
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<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                         22888
<SHARES-COMMON-STOCK>                            22888
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<OTHER-INCOME>                                       0
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<NET-INVESTMENT-INCOME>                            690
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                              690
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (690)
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-SOLD>                          29038
<NUMBER-OF-SHARES-REDEEMED>                      31877
<SHARES-REINVESTED>                                682
<NET-CHANGE-IN-ASSETS>                          (2157)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                            (123)
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  (264)
<AVERAGE-NET-ASSETS>                             24563
<PER-SHARE-NAV-BEGIN>                             1.00
<PER-SHARE-NII>                                   .028
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                            (.028)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                               1.00
<EXPENSE-RATIO>                                    .71
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 002
   <NAME> CLASS B
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                              JAN-1-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                            23398
<INVESTMENTS-AT-VALUE>                           23398
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       5
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   23403
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          436
<TOTAL-LIABILITIES>                                436
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                            80
<SHARES-COMMON-STOCK>                               80
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                        80
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    2
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (1)
<NET-INVESTMENT-INCOME>                              1
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                1
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                          (1)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            100
<NUMBER-OF-SHARES-REDEEMED>                         21
<SHARES-REINVESTED>                                  1
<NET-CHANGE-IN-ASSETS>                              80
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<PER-SHARE-NAV-BEGIN>                             1.00
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<PER-SHARE-DIVIDEND>                            (.010)
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