FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A
485BPOS, 1996-04-25
Previous: INSURED MUNICIPALS INCOME TRUST SERIES 35, 485BPOS, 1996-04-25
Next: FIRST INVESTORS SPECIAL BOND FUND INC, NSAR-B/A, 1996-04-25



   
     As filed with the Securities and Exchange Commission on April 25, 1996
    

                                                        Registration No. 2-66295
                                                                        811-2982

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   
                         Post-Effective Amendment No. 21
    

                                     and/or

                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                               COMPANY ACT OF 1940

   
                                Amendment No. 21
    

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

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                               (Name of Depositor)

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

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

                          Richard H. Gaebler, President
                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 95 Wall Street
                            New York, New York 10005
                     (Name and 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 29, 1996
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, 1995 on February 27, 1996.
    

<PAGE>

                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A

                              CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
N-4 Item No.                                                                    Location
- ------------                                                                    --------

<S>      <C>                                                                    <C>               
PART A:  PROSPECTUS
    1.   Cover Page...........................................................  Cover Page
    2.   Definitions..........................................................  Glossary of Special Terms
    3.   Synopsis.............................................................  Fee Table
    4.   Condensed Financial Information......................................  Condensed Financial
                                                                                Information
    5.   General Description of Registrant,
          Depositor, and Portfolio Companies..................................  General Description
    6.   Deductions and Expenses..............................................  Purchases, Deductions,
                                                                                Charges and Expenses
    7.   General Description of Variable
          Annuity Contracts...................................................  Variable Annuity Contracts
    8.   Annuity Period.......................................................  Variable Annuity Contracts
    9.   Death Benefit........................................................  Variable Annuity Contracts
   10.   Purchases and Contract Value.........................................  Purchases, Deductions,
                                                                                Charges and Expenses;
                                                                                Variable Annuity Contracts
   11.   Redemptions..........................................................  Variable Annuity Contracts
   12.   Taxes................................................................  Federal Income Tax Status
   13.   Legal Proceedings....................................................  Not Applicable
   14.   Table of Contents of the Statement
          of Additional Information...........................................  Table of Contents of the
                                                                                Statement of Additional
                                                                                Information

PART B:  STATEMENT OF ADDITIONAL INFORMATION
   15.   Cover Page...........................................................  Cover Page
   16.   Table of Contents....................................................  Table Of Contents
   17.   General Information and History......................................  General Description; Other
                                                                                Information
   18.   Services.............................................................  Services
   19.   Purchase of Securities Being Offered.................................  Purchase of Securities
   20.   Underwriters.........................................................  Services
   21.   Calculation of Performance Data......................................  Performance Information
   22.   Annuity Payments.....................................................  Annuity Payments
   23.   Financial Statements.................................................  Relevance of Financial
                                                                                Statements; Financial
                                                                                Statements
</TABLE>

PART C:  OTHER INFORMATION

      Information  required  to be  included  in Part C is set  forth  under the
appropriate item so numbered, in Part C hereof.

<PAGE>

First Investors Life Variable Annuity Fund A
Individual Variable Annuity Contracts
Offered By
First Investors Life Insurance Company

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

     This Prospectus  describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance  Company ("First  Investors Life") for
nonqualified retirement programs and deferred compensation plans for individuals
("Annuitants"). The Contracts offered are deferred annuity contracts under which
annuity payments will begin on a selected future date. A penalty may be assessed
on early  withdrawals.  See "Federal Income Tax Status." The Contracts contain a
10-day  revocation right. See "Variable  Annuity  Contracts--Ten-Day  Revocation
Right."  The  Contracts  provide  for the  accumulation  of values on a variable
basis.  Payment of annuity benefits will be on a variable basis,  unless a fixed
basis  or a  combination  of  variable  and  fixed  bases  is  selected  by  the
Contractowner. Although the Contracts do not meet the requirements applicable to
tax  qualified  plans,  the tax status of the  Annuitant  is  determined  by the
provisions  of the plan (see  "Federal  Income Tax  Status").  Unless  otherwise
stated,  this Prospectus  describes only the variable  aspects of the Contracts.
The Contracts contain information on the fixed aspects.

     Contractowners'  purchase  payments less certain  deductions ("net purchase
payments") are paid into a unit investment trust,  First Investors Life Variable
Annuity  Fund A ("Separate  Account  A").  The assets of Separate  Account A are
invested at net asset value in shares of First Investors Special Bond Fund, Inc.
(the "Fund"), an open-end, diversified management investment company.

   
     This Prospectus sets forth the information  about Separate Account A that a
prospective  investor should know before investing and should be kept for future
reference. A Statement of Additional Information, dated April 29, 1996, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference  in its  entirety.  (See page 17 of this  Prospectus  for the Table of
Contents  of  the  Statement  of  Additional   Information.)  The  Statement  of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above.
    

          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 ATTACHED TO THE CURRENT
             PROSPECTUS OF FIRST INVESTORS SPECIAL BOND FUND, INC.

                  The date of this Prospectus is April 29, 1996
    

<PAGE>

                                   PROSPECTUS
                                TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS.................................................   3

FEE TABLE.................................................................   4

CONDENSED FINANCIAL INFORMATION...........................................   4

GENERAL DESCRIPTION.......................................................   5
   First Investors Life Insurance Company.................................   5
   Separate Account A.....................................................   5
   The Fund...............................................................   5
   Adviser................................................................   6
   Underwriter............................................................   6
   Voting Rights..........................................................   6

   
PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES...............................   7
   Purchase Payments......................................................   7
   Deductions from Purchase Payments......................................   7
   Deduction Table........................................................   7
   Exchange Privilege.....................................................   7
   Mortality and Expense Risk Charges.....................................   8
   Administrative Charge..................................................   8
   Other Charges..........................................................   8
   Expenses...............................................................   9

VARIABLE ANNUITY CONTRACTS................................................   9
   Deferred Variable Annuities--Accumulation Period.......................   9
   Annuity Period.........................................................   9
   Death Benefit During the Accumulation Period...........................  11
   Surrender and Termination (Redemption) During
     the Accumulation Period..............................................  12
   Death of Contractowner.................................................  12
   Ten-Day Revocation Right...............................................  13

FEDERAL INCOME TAX STATUS.................................................  13

PERFORMANCE INFORMATION...................................................  15

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............  17

APPENDIX I - STATE AND LOCAL TAXES........................................  17
    

                                        2

<PAGE>

                            GLOSSARY OF SPECIAL TERMS

     Accumulated Value - The value of all the Accumulation Units credited to the
Contract.

     Accumulation  Period - The period  between  the date of issue of a Contract
and the Annuity Commencement Date.

     Accumulation  Unit - A unit used to measure the value of a  Contractowner's
interest in Separate Account A prior to the Annuity Commencement Date.

     Additional  Payment - A purchase payment made to First Investors Life after
issuance of a deferred annuity.

     Annuitant - The person  designated to receive or the person who is actually
receiving annuity payments under a Contract.

     Annuity  Commencement  Date - The date on  which  annuity  payments  are to
commence.

     Annuity Unit - A unit used to determine the amount of each annuity  payment
after the first.

     Beneficiary  - The  person  designated  to  receive  any  benefits  under a
Contract  upon the death of the  Annuitant in  accordance  with the terms of the
Contract.

     Contract  -  An  individual  variable  annuity  contract  offered  by  this
Prospectus.

     Contractowner  - The person or entity with legal rights of ownership of the
Contract.

     Fixed Annuity - An annuity with annuity  payments  which remain fixed as to
dollar amount throughout the payment period.

     General  Account - All  assets of First  Investors  Life  other  than those
allocated  to Separate  Account A (or other  segregated  investment  accounts of
First Investors Life).

     Joint  Annuitant - The  designated  second  person under joint and survivor
life annuity.

     Separate  Account A - The segregated  investment  account  entitled  "First
Investors Life Variable  Annuity Fund A,"  established  by First  Investors Life
pursuant to applicable law and registered as a unit  investment  trust under the
Investment Company Act of 1940, as amended.

   
     Single Payment - A one-time  purchase  payment made to First Investors Life
to purchase a deferred annuity.

     Valuation  Date - Any date on which the New York Stock Exchange is open for
trading,  and at such other times as the Directors of First  Investors Life deem
necessary,  provided there is a sufficient degree of trading in Separate Account
A's investments which may affect its net asset value.
    

     Valuation  Period - The period  beginning  on the date after any  Valuation
Date and ending on the next Valuation Date.

     Variable  Annuity - An annuity with annuity  payments  varying in amount in
accordance with the net investment experience of Separate Account A.

                                        3

<PAGE>

                                    FEE TABLE

     The   following   table  has  been  prepared  to  assist  the  investor  in
understanding  the various costs and expenses a  Contractowner  will directly or
indirectly  bear. The table reflects  expenses of Separate  Account A as well as
the Fund.

CONTRACTOWNER TRANSACTION EXPENSES
  Sales Load Imposed on Purchases
    (As a percentage of purchase payments) ............................   7.00%

SEPARATE ACCOUNT ANNUAL EXPENSES
  (As a percentage of average account value)
    Mortality and Expense Risk Fees ...................................   0.75%
Total Separate Account Annual Expenses ................................   0.75%

FUND ANNUAL EXPENSES
  (As a percentage of Fund average net assets)
    Management Fees ...................................................   0.75%
    Other Expenses ....................................................   0.13%
    Total Fund Operating Expenses .....................................   0.88%

EXAMPLE

<TABLE>
<CAPTION>
If you surrender your Contract at
the end of the applicable time period:            1 year       3 years       5 years        10 years
                                                  ------       -------       -------        --------
<S>                                                <C>          <C>           <C>             <C> 
  You would pay the following expenses
  on a $1,000 investment, assuming 5%
  annual return on assets: ..................      $85          $118          $152            $250
</TABLE>

   
The Example is based on expense data for the Fund's  fiscal year ended  December
31, 1995. For more complete descriptions of the various costs and expenses shown
in the table, please refer to "Purchases,  Deductions, Charges and Expenses." An
administrative  charge may be  deducted if the  Accumulated  Value of a Deferred
Annuity Contract is less than $1,500 (see "Administrative Charge"). In addition,
premium  taxes may be  applicable  (see "Other  Charges").  The  expenses in the
Example should not be considered a  representation  of past or future  expenses.
Actual expenses in future years may be greater or less than those shown.
    

                         CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values

     The  following  shows  the  accumulation  unit  values  and the  number  of
accumulation  units  outstanding for Separate  Account A for the last ten fiscal
years:

   
                                    Accumulation              Number of
               As of:               Unit Value($)        Accumulation Units
        -----------------           -------------        ------------------
        December 31, 1986              1.84460              12,417,659.9
        December 31, 1987              1.88094              23,227,139.1
        December 31, 1988              2.13623              32,388,317.9
        December 31, 1989              2.08689              40,781,044.9
        December 31, 1990              1.88053              28,318,605.0
        December 31, 1991              2.53391              19,910,946.0
        December 31, 1992              2.88323              15,144,947.0
        December 31, 1993              3.38150              12,724,736.0
        December 31, 1994              3.31907              11,057,783.2
        December 31, 1995              3.97815               9,552,100.7
    

                                        4

<PAGE>

                               GENERAL DESCRIPTION

   
     First  Investors Life  Insurance  Company.  First  Investors Life Insurance
Company,  95 Wall Street,  New York, New York 10005 ("First  Investors Life"), a
stock life  insurance  company  incorporated  under the laws of the State of New
York  in  1962,  writes  life  insurance,  annuities  and  accident  and  health
insurance.  First Investors  Consolidated  Corporation  ("FICC") owns all of the
voting common stock of First  Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser")  and all of the  outstanding  stock of First  Investors  Life,  First
Investors Corporation ("FIC" or "Underwriter") and the Transfer Agent. Mr. Glenn
O. Head controls FICC and, therefore, controls the Adviser.

     Separate Account A. First Investors Life Variable Annuity Fund A ("Separate
Account A") was  established  on September 11, 1979 under the  provisions of the
New York  Insurance  Law. The assets of Separate  Account A are held  separately
from the assets of First  Investors  Life and for that  portion  of such  assets
having a value equal to, or  approximately  equal to, such reserves and contract
liabilities  are  not  chargeable  with  liabilities  arising  out of any  other
business of First  Investors  Life.  Separate  Account A is registered as a unit
investment trust under the Investment Company Act of 1940, as amended (the "1940
Act"), but such  registration does not involve any supervision of the management
or investment practices or policies of Separate Account A.
    

     The assets of Separate  Account A are invested at net asset value in shares
of First Investors  Special Bond Fund, Inc. (the "Fund").  The Fund's Prospectus
describes the risks attendant to an investment in the Fund.

     Income, gains and losses, whether or not realized, from assets allocated to
Separate Account A are, in accordance with the applicable Contracts, credited to
or charged against Separate  Account A without regard to other income,  gains or
losses  of First  Investors  Life.  The  obligations  under  the  Contracts  are
obligations of First Investors Life.

     Any and all  distributions  received  from  the  Fund  will be paid in Fund
shares or if in cash,  will be reinvested in additional Fund shares at net asset
value.  Accordingly,  no cash  distributions  will  be  made to  Contractowners.
Deductions and redemptions  from Separate Account A may be effected by redeeming
the number of applicable Fund shares,  at net asset value,  necessary to satisfy
the  amount to be  deducted  or  redeemed.  Shares of the Fund will be valued at
their net asset value.

   
     Subject to applicable  law, First Investors Life reserves the right to make
certain changes if, in its judgment,  they would best serve the interests of the
Contractowners  and  Annuitants  or would be  appropriate  in  carrying  out the
purposes of the Contract.  First Investors Life will obtain, when required,  the
necessary Contractowner approval or regulatory approval. Examples of the changes
First Investors Life may make include, but are not limited to:

     o    To operate the Separate Account A in any form permitted under the 1940
          Act or in any other form permitted by law.

     o    To add,  delete,  or substitute,  for the Fund shares held in Separate
          Account A, the shares of another investment company or series thereof,
          or any other investment permitted by law.

     o    To make any amendments to the Contracts necessary for the Contracts to
          comply with the  provisions of the Internal  Revenue Code or any other
          applicable federal or state law.
    

                                        5

<PAGE>

   
     The Fund. First Investors Special Bond Fund, Inc. is a diversified open-end
management investment company registered under the 1940 Act. Registration of the
Fund with the Securities and Exchange Commission ("Commission") does not involve
supervision  by the  Commission of the  management  or  investment  practices or
policies  of the  Fund.  The  shares  of the Fund are not sold  directly  to the
general  public  but are  available  only  through  the  purchase  of an annuity
contract  issued by First  Investors  Life. The Fund reserves the right to offer
its shares to other  separate  accounts of First  Investors  Life or directly to
First Investors Life.
    

     The Fund  primarily  seeks to earn a high level of current  income  without
undue risk to principal and secondarily seeks growth of capital.  The Fund seeks
to achieve its  objectives by investing at least 65% of its total assets in high
yield,  high risk securities.  Investments in high yield,  high risk securities,
commonly  referred to as "junk  bonds," may entail  risks that are  different or
more pronounced than those involved in higher-rated securities.  See "High Yield
Securities -- Risk Factors" in the Fund's Prospectus.

     For more complete information about the Fund, including management fees and
other expenses, see the Fund's Prospectus, which is attached to this Prospectus.
It is important to read the Prospectus carefully before you decide to invest. No
offer  will be made of a  variable  annuity  contract  funded by the  underlying
mutual fund unless a current Prospectus of the Fund has been delivered.

     Adviser.  First Investors  Management Company,  Inc., an affiliate of First
Investors Life,  supervises and manages the Fund's  investments,  supervises all
aspects of the Fund's operations and determines its portfolio transactions.  The
Adviser is a New York corporation located at 95 Wall Street, New York, NY 10005.

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

     Voting Rights. In accordance with its view of present applicable law, First
Investors  Life  will vote the Fund  shares  held in  Separate  Account A at any
Special  Meeting of  Shareholders  of the Fund in accordance  with  instructions
received from persons having the voting interest in Separate Account A. However,
if the 1940 Act or any regulation thereunder should be amended or if the present
interpretation  thereof  should  change,  and as a result First  Investors  Life
determines that it is permitted to vote the Fund shares in its own right, it may
elect  to  do  so.  The  person  having  the  voting   interest   shall  be  the
Contractowner.  First  Investors  Life will vote, in its own right,  Fund shares
that are not attributable to contracts.
    

     Prior to the Annuity  Commencement  Date,  the number of shares of the Fund
held in  Separate  Account  A which is  attributable  to each  Contractowner  is
determined by dividing the Separate Account A Accumulated Value by the net asset
value of one share of the Fund. After the Annuity  Commencement Date, the number
of Fund shares held in Separate Account A which is attributable to each Contract
is  determined  by  dividing  the  reserve  held in  Separate  Account A for the
variable annuity payment under such Contract by the net asset value of one share
of the Fund. As this reserve  fluctuates,  the number of votes  fluctuates.  The
number of votes  which a person has the right to cast will be  determined  as of
the record date established by the Fund.  Voting  instructions will be solicited
by written  communication prior to the date of the meeting at which votes are to
be cast.

                                        6

<PAGE>

Shares of the Fund held in Separate Account A as to which no timely instructions
are received or are not otherwise  attributable to Contractowners  will be voted
by First  Investors  Life in  proportion  to the voting  instructions  which are
received with respect to all Contracts participating in Separate Account A. Each
person having a voting  interest in Separate  Account A will be sent reports and
other materials relating to the Fund.

                   PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES

     Purchase  Payments.  Investors  in  Separate  Account A will be  purchasing
Accumulation  Units of  Separate  Account  A only and not  shares of the Fund in
which Separate Account A invests.

     The  minimum  purchase  payment is $2,000 for a Deferred  Variable  Annuity
Contract.  Additional Payments under a Deferred Variable Annuity Contract in the
minimum  amount  of $200  may be made at any  time  after  the  issuance  of the
Contract.

   
     Purchase payments will be credited to a Contractowner's Account on the date
of  receipt  by First  Investors  Life of a  completed  application.  Additional
payments will be credited to a Contractowner's Account on the date of receipt by
First  Investors  Life. In the event First Investors Life receives an incomplete
application,  all  required  information  shall be provided  not later than five
business days following the receipt of such  application or the purchase payment
will be returned to the applicant at the end of such five-day  period.  Purchase
payments,  after deductions for sales expenses and any applicable  premium taxes
(see "Deductions from Purchase Payments"), will be allocated to Separate Account
A.

     Deductions  from Purchase  Payments.  First  Investors  Life or FIC, as the
Underwriter,  makes  deductions,  in accordance  with the Deduction Table below,
from the  purchase  payment for  expenses  in  connection  with sales  functions
relative to the  Contracts.  Reductions in sales  charges are  applicable to the
total amount of the purchase payment.  In addition,  any Additional Payment made
after the issuance of a Deferred Annuity Contract is subject to the sales charge
applicable to the total amount of all purchase payments previously made plus the
amount of the  Additional  Payment  being made.  The sales charge is intended to
cover all expenses relating to the sale of the Contracts,  including commissions
paid to persons distributing the Contracts.
    

                                 DEDUCTION TABLE

<TABLE>
<CAPTION>
                                                             Sales Charge as % of   
                                                          --------------------------         Concession to
                                                          Offering        Net Amount        Dealers as % of
Amount of Investment                                        Price*         Invested         Offering Price
- --------------------                                      --------        ----------        ---------------
<S>                                                         <C>              <C>                 <C>  
Less than $25,000.......................................    7.00%            7.53%               5.75%
$25,000 but under $50,000...............................    6.25             6.67                5.17
$50,000 but under $100,000..............................    4.75             4.99                3.93
$100,000 but under $250,000.............................    3.50             3.63                2.90
$250,000 but under $500,000.............................    2.50             2.56                2.19
$500,000 but under $1,000,000...........................    2.00             2.04                1.67
$1,000,000 or over......................................    1.50             1.52                1.24
</TABLE>

- ----------
*    Assumes that no premium taxes have been deducted.

     Exchange Privilege. First Investors Life Variable Annuity Fund C ("Separate
Account C") is a segregated  investment  account  established by First Investors
Life which invests in shares of First  Investors Life Series Fund, a mutual fund
composed of nine  separate  series.  Contractowners  of  Separate  Account A may
exchange  their Separate  Account A Contracts for Separate  Account C Contracts.
The Accumulated Value of the Separate Account A Contract will be invested at net
asset

                                        7

<PAGE>

value in one or more  Subaccounts  of Separate  Account C. Although  there is no
charge for this exchange, Contractowners will be required to execute a change of
contract form which,  in part,  states that First Investors Life deducts a daily
charge  equal to an annual  rate of 1.00% of the  daily  net asset  value of the
Subaccounts  as a charge for  mortality  and expense  risk.  Contractowners  are
advised to read the Prospectus of Separate Account C, which may be obtained free
of charge  from First  Investors  Life,  before  exchanging  Separate  Account A
Contracts  for Separate  Account C Contracts.  This  exchange  privilege  may be
modified or terminated at any time by First Investors Life.

     Mortality  and Expense Risk  Charges.  Although the amount of each variable
annuity payment made to an Annuitant will vary in accordance with the investment
performance  of  Separate  Account A, the  amount  will not be  affected  by the
mortality  experience  (death rate) of persons receiving such payments or of the
general population. First Investors Life assumes this "mortality risk" by virtue
of annuity rates incorporated in the Contracts which cannot be changed.

     The  mortality  risk  assumed  by  First  Investors  Life  arises  from its
obligation to continue to make fixed or variable annuity payments, determined in
accordance  with the annuity tables and other  provisions of the  Contracts,  to
each  Annuitant  regardless of how long that person lives and  regardless of how
long all payees as a group live.  This  assures an  Annuitant  that  neither the
Annuitant's own longevity nor an improvement in life  expectancy  generally will
have any adverse  effect on the variable  annuity  payments the  Annuitant  will
receive  under the  Contract,  and relieves  the  Annuitant of the risk that the
Annuitant  will  outlive  the  funds  that the  Annuitant  has  accumulated  for
retirement.

   
     In  addition,  First  Investors  Life assumes the risk that the charges for
administrative  expenses may not be adequate to cover such  expenses and assures
that it will not increase the amount  charged for  administrative  expenses.  In
consideration  for its assumption of these  mortality and expense  risks,  First
Investors  Life deducts an amount equal on an annual basis to 0.75% of the daily
net asset value of Separate  Account A. Of such charge,  approximately  0.60% is
for assuming the mortality risk and 0.15% is for assuming the expense risk.

     If the charge is insufficient to cover the actual cost of the mortality and
expense risks,  the loss will fall on First Investors Life;  conversely,  if the
deduction  proves  more than  sufficient,  the excess  will be a profit to First
Investors Life. Any profits resulting to First Investors Life for over-estimates
of the actual  costs of the  mortality  and  expense  risks can be used by First
Investors  Life for any business  purpose,  including the payment of expenses of
distributing the contracts, and will not remain in Separate Account A.
    

     Administrative  Charge. An  administrative  charge of $7.50 may be deducted
annually by First Investors Life from the Accumulated  Value of Deferred Annuity
Contracts  which have an  Accumulated  Value of less than  $1,500 due to partial
surrenders.  These  charges  against  Annuitant  accounts are for the purpose of
compensating  First Investors Life for expenses involved in administering  small
dormant  accounts.  If the actual expenses exceed charges,  First Investors Life
will bear the loss.

     Other Charges.  Some states assess premium taxes which presently range from
0% to 2.35% at the time Purchase  Payments are made; others assess premium taxes
at the time of surrender or when annuity  payments  begin.  First Investors Life
currently  advances any premium taxes due at the time Purchase Payments are made
and then deducts premium taxes from the Accumulated Value of the contract at the
time of surrender,  upon death of the annuitant or when annuity  payments begin.
First Investors Life,  however,  reserves the right to deduct premium taxes when
incurred. See Appendix I for premium tax table.

                                        8

<PAGE>

     Expenses.  The total  expenses  of  Separate  Account A for the fiscal year
ended December 31, 1995 amounted to $287,884 or 0.77% of its average net assets.
There are  deductions  from and expenses paid out of the assets of the Fund that
are described in the Prospectus for the Fund.

                           VARIABLE ANNUITY CONTRACTS

   
     This Prospectus offers Individual Deferred Variable Annuity Contracts under
which annuity  payments will begin on a selected  future date.  First  Investors
Life is offering the Contracts in states where it has the authority to issue the
Contracts.  The Individual Variable Annuity Contracts offered by this Prospectus
are designed to provide  lifetime  annuity  payments to Annuitants in accordance
with the plan adopted by the Contractowner.  The amount of annuity payments will
vary with the  investment  performance  of  Separate  Account  A. The  Contracts
obligate First Investors Life to make payments for the lifetime of the Annuitant
in accordance  with the annuity rates  contained in the Contract,  regardless of
actual  mortality  experience  (see  "Annuity  Period").  Upon the  death of the
Annuitant under a Contract before the Annuity Commencement Date, First Investors
Life will pay a death benefit to the  beneficiary  designated by the  Annuitant.
For a discussion of the amount and manner of payment of this benefit, see "Death
Benefit During the Accumulation Period."
    

     All or a portion  of the  Accumulated  Value may be  withdrawn  during  the
Accumulation  Period.  For a discussion on withdrawals  during the  Accumulation
Period,  see "Surrender and  Termination  (Redemption)  During the  Accumulation
Period."  For Federal  income tax  consequences  of a  withdrawal,  see "Federal
Income Tax Status." The exercise of contract rights herein described,  including
the right to make a withdrawal during the Accumulation  Period,  will be subject
to the terms and  conditions  of any  qualified  trust or plan  under  which the
Contracts are purchased. This Prospectus contains no information concerning such
trust or plans.

     First  Investors Life reserves the right to amend the Contracts to meet the
requirements  of the 1940  Act or  other  applicable  Federal  or state  laws or
regulations.

     Contractowners with any inquiries  concerning their account should write to
First Investors Life Insurance  Company at its Executive office, 95 Wall Street,
New York, New York 10005.

Deferred Variable Annuities--Accumulation Period

   
     Crediting  Accumulation Units. During the Accumulation Period, net purchase
payments on Deferred Annuity Contracts,  after deductions for sales expenses and
any premium taxes,  where applicable (see "Deductions from Purchase  Payments"),
are credited to the  Contractowner's  Account in the form of Accumulation Units.
The number of  Accumulation  Units  credited  to a  Contractowner  for  Separate
Account A is determined by dividing the net purchase  payment by the value of an
Accumulation  Unit for Separate  Account A for the Valuation Period during which
the purchase payment is received at the Executive Office of First Investors Life
or other designated office. The value of the Contractowner's  Individual Account
varies  with the  value of the  assets of  Separate  Account  A. The  investment
performance  of the Fund,  expenses and deduction of certain  charges affect the
value of an  Accumulation  Unit.  There  is no  assurance  that  the  value of a
Contractowner's  Individual Account will equal or exceed purchase payments.  The
value of a  Contractowner's  Individual  Account for a  Valuation  Period can be
determined by multiplying the total number of Accumulation Units credited to the
account for Separate Account A by the value of an Accumulation Unit for Separate
Account A for the Valuation Period.
    

Annuity Period

     Commencement Date. Annuity payments will begin on the Annuity  Commencement
Date selected by the Contractowner.  Not later than 30 days prior to the Annuity
Commencement  Date, the  Contractowner  may elect in writing to advance or defer
the Annuity Commencement Date. The

                                        9

<PAGE>

Annuity  Commencement  Date may not be  deferred  beyond  the  first  day of the
calendar month  following the  Annuitant's  85th  birthday.  If no other date is
elected,  annuity  payments will commence on the first day of the calendar month
following the Annuitant's 85th birthday.

     If the Net Accumulated Value on the Annuity  Commencement Date is less than
$2,000,  First  Investors  Life may pay such value in one sum in lieu of annuity
payments.  If the Net Accumulated Value is not less than $2,000 but the variable
annuity payments  provided for would be or become less than $20, First Investors
Life may change the  frequency  of annuity  payments to such  intervals  as will
result in payments of at least $20.

   
     Assumed  Investment Rate. A 3.5% assumed  investment rate is built into the
Annuity Tables in the Contract.  This is based on First Investors Life's opinion
that it is the average  result to be expected  from a  diversified  portfolio of
common stocks during a relatively stable economy. A higher assumption would mean
a higher  initial  payment  but more  slowly  rising  and more  rapidly  falling
subsequent variable annuity payments. A lower assumption would have the opposite
effect. If the actual net investment rate of Separate Account A is at the annual
rate of 3.5%, the variable annuity payments will be level. A fixed annuity is an
annuity with annuity payments which remain fixed as to dollar amount  throughout
the  payment  period and is based on an assumed  interest  rate of 3.5% per year
built into the Annuity Tables in the Contract.
    

     Annuity Options.  The Contractowner may, at any time at least 30 days prior
to the Annuity  Commencement Date upon written notice to First Investors Life at
its Executive  Office or other  designated  office,  elect to have payments made
under any one of the Annuity Options provided in the Contract. If no election is
in effect on the Annuity  Commencement  Date, annuity payments will be made on a
variable basis only under Annuity Option 3 below,  Life Annuity with 120 Monthly
Payments Guaranteed, which is the Basic Annuity.

   
     The material  factors that determine the level of annuity  benefits are (i)
the value of a  Contractowner's  Individual  Account  determined  in the  manner
described in this  Prospectus  before the Annuity  Commencement  Date,  (ii) the
Annuity Option selected by the Contractowner,  (iii) the sex and adjusted age of
the Annuitant and any Joint Annuitant at the Annuity  Commencement Date and (iv)
in the case of a variable annuity, the investment performance of the Fund.
    

     On the Annuity  Commencement  Date,  First  Investors  Life shall apply the
Accumulated  Value,  reduced  by any  applicable  premium  taxes not  previously
deducted,  to  provide  the Basic  Annuity  or, if an  Annuity  Option  has been
elected, to provide one of the Annuity Options described below.

     The Contracts provide for the six Annuity Options described below:

     Option 1 - Life Annuity - An annuity payable monthly during the lifetime of
the  Annuitant,  ceasing  with the last  payment  due  prior to the death of the
Annuitant.  If this Option is elected,  annuity payments terminate automatically
and  immediately  on the death of the Annuitant  without regard to the number or
total amount of payments received.

     Option 2a - Joint and Survivor  Life Annuity - An annuity  payable  monthly
during  the  joint  lifetime  of the  Annuitant  and  the  Joint  Annuitant  and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

     Option 2b - Joint and  Two-Thirds  to  Survivor  Life  Annuity - An annuity
payable monthly during the lifetime of the Annuitant and the Joint Annuitant and
continuing  thereafter during the lifetime of the survivor at an amount equal to
two-thirds  of the joint  annuity  payment,  ceasing with the first  payment due
prior to the death of the survivor.

                                       10

<PAGE>

     Option  2c - Joint and  One-Half  to  Survivor  Life  Annuity - An  annuity
payable  monthly  during  the  joint  lifetime  of the  Annuitant  and the Joint
Annuitant and  continuing  thereafter  during the lifetime of the survivor at an
amount  equal to one-half of the joint  annuity  payment,  ceasing with the last
payment due prior to the death of the survivor.

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

     Option 3 - Life Annuity with 60, 120 or 240 Monthly  Payments  Guaranteed -
An  annuity  payable  monthly  during the  lifetime  of the  Annuitant  with the
guarantee that if, upon the death of the Annuitant,  payments have been made for
less than 60, 120 or 240 monthly periods,  as elected,  payments will be made as
follows:

          1. Any  guaranteed  annuity  payments  will be  continued  during  the
     remainder of the selected period to the  Beneficiary.  The Beneficiary may,
     at any time,  elect to have the present value of the  guaranteed  number of
     annuity payments  computed in the manner specified in (2) below,  paid in a
     lump sum.

          2. If a Beneficiary  receiving annuity payments under this Option dies
     after the death of the  Annuitant,  the present  value,  computed as of the
     Valuation Period in which notice of death of the Beneficiary is received by
     First Investors Life at its Executive Office or other designated office, of
     the guaranteed  number of annuity payments  remaining after receipt of such
     notice and to which such deceased  Beneficiary would have been entitled had
     the Beneficiary not died,  computed at the effective  annual interest rate,
     assumed in determining the Annuity  Tables,  shall be paid in a lump sum in
     accordance with the Contract.

     Option 4 - Unit Refund Life Annuity - An annuity payable monthly during the
lifetime of the  Annuitant,  terminating  with the last payment due prior to the
death  of the  Annuitant.  An  additional  annuity  payment  will be made to the
Beneficiary equal to the Annuity Unit Value of Separate Account A as of the date
that  notice of death in  writing is  received  by First  Investors  Life at its
Executive Office or other designated  office,  multiplied by the excess, if any,
of (a) over (b) where (a) is the Net  Accumulated  Value  allocated  to Separate
Account A and applied under the option at the Annuity Commencement Date, divided
by the corresponding Annuity Unit Value as of the Annuity Commencement Date, and
(b) is the  product of the number of Annuity  Units  applicable  under  Separate
Account A represented by each annuity payment and the number of annuity payments
made. (For an illustration of this  calculation,  see Appendix II, Example A, in
the Statement of Additional Information.)

     Allocation  of  Annuity.  The  Contractowner  may  elect  to  have  the Net
Accumulated  Value applied at the Annuity  Commencement  Date to provide a Fixed
Annuity,  a Variable  Annuity,  or any  combination  thereof.  After the Annuity
Commencement Date, no transfers or redemptions are allowed.  Such elections must
be made in  writing to First  Investors  Life at its  Executive  Office or other
designated  office, at least 30 days prior to the Annuity  Commencement Date. In
the absence of an election,  annuity  payments will be made on a variable  basis
only under  Annuity  Option 3 above,  Life  Annuity  with 120  monthly  payments
guaranteed, which is the Basic Annuity.

Death Benefit During the Accumulation Period

     If the  Annuitant  dies  prior  to the  Annuity  Commencement  Date,  First
Investors  Life will pay a Death  Benefit to the  Beneficiary  designated by the
Contractowner  upon receipt of a death certificate or similar proof of the death
of the Annuitant. The value of the Death Benefit will be

                                       11

<PAGE>

determined  as of the  Valuation  Date on or next  following  the  date on which
written  notice of death is received by First  Investors  Life at its  Executive
Office or other designated office.

     If payment of the Death  Benefit  under one of the Annuity  Options was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death  Benefit  paid in a single  sum or applied to provide an
annuity  under one of the Annuity  Options or as  otherwise  permitted  by First
Investors  Life. If a single sum  settlement is requested,  the proceeds will be
paid within seven days of receipt of such election and due proof of death. If an
Annuity  Option is desired,  election  may be made by the  Beneficiary  during a
ninety-day  period commencing with the date of receipt of notification of death.
If such an election  is not made,  a single sum  settlement  will be made to the
Beneficiary  at the end of such  ninety-day  period.  If any  Annuity  Option is
elected,  the  Annuity  Commencement  Date  shall be the date  specified  in the
election but no later than ninety days after receipt by First  Investors Life of
notification of death.

     The  amount  of the  Death  Benefit  will be the  greater  of (1) the gross
purchase  payments (prior to any deductions or charges) made under an Individual
Contract  less  any  amount  of  purchase  payments  surrendered,   or  (2)  the
Accumulated Value.

Surrender and Termination (Redemption) During the Accumulation Period

     A  Contractowner  may elect,  at any time before the earlier of the Annuity
Commencement  Date or the death of the Annuitant,  to surrender the Contract for
all or any part of the  Contractowner's  Individual  Account.  In the event of a
termination of the Contract,  First  Investors Life will,  upon due surrender of
the Contract at the Executive Office of First Investors Life or other designated
office, pay to the Contractowner the Accumulated Value of the Contract.  If only
a portion of the amount of the Contractowner's  Individual Account is requested,
the amount so requested shall be deducted from Separate Account A resulting in a
corresponding  reduction  in the number of  Accumulation  Units  credited to the
Contractowner  in Separate  Account A. All Accumulated  Values described in this
section will be determined  as of the end of the  Valuation  Period during which
the written request is received by First Investors Life at its Executive  Office
or other designated office.  First Investors Life may defer any such payment for
a period of not more than 7 days.  However,  First  Investors  Life may postpone
such payment  during any period when (a) trading on the New York Stock  Exchange
is restricted as determined by the  Securities  and Exchange  Commission or such
Exchange is closed for other than weekends and holidays,  (b) the Securities and
Exchange  Commission has by order permitted such suspension or (c) an emergency,
as defined by the rules of the Securities and Exchange Commission, exists during
which time the sale of portfolio  securities or calculation of securities is not
reasonably practicable. For information as to Federal tax consequences resulting
from  surrenders,  see "Federal  Income Tax Status." For information as to State
premium tax consequences, see "Other Charges" and "Appendix I."

   
     Maturity Date Exchange Privilege. If this Contract is liquidated during the
one-year  period  preceding  its  maturity  date,  the  proceeds  can be used to
purchase  Class A shares of First  Investors  mutual funds  without  incurring a
sales charge.

Death of Contractowner

     If the  Contractowner  dies before the entire  interest in the Contract has
been  distributed,  the  value  of  the  Contract  must  be  distributed  to the
Beneficiary as provided below so that the Contract qualifies as an annuity under
Section 72(s) of the Internal Revenue Code of 1986, as amended (the "Code").

     If the death of the Contractowner  occurs prior to the Annuity Commencement
Date,  the  entire  interest  in the  Contract  will be (1)  distributed  to the
Beneficiary within five years, or (2) distributed
    

                                                      12

<PAGE>

   
under an Annuity  Option  beginning  within one year which provides that annuity
payments will be made over a period not longer than the life or life  expectancy
of the  Beneficiary.  If the  Contract is payable to (or for the benefit of) the
Contractowner's  surviving  spouse,  no  distributions  will be required and the
Contract may be continued with the surviving spouse as the new Contractowner. If
the  Contractowner  is also the  Annuitant,  such spouse shall have the right to
become the Annuitant under the Contract. Likewise, if the Annuitant dies and the
Contractowner  is not a natural person,  the Annuitant's  surviving spouse shall
have the right to become the Contractowner and the Annuitant.
    

Ten-Day Revocation Right

   
     A  Contractowner  may,  within  ten days  from the  date  the  Contract  is
delivered to the  Contractowner,  elect to cancel the Contract.  First Investors
Life will,  upon surrender of the Contract,  together with a written request for
cancellation,  at  the  Executive  Office  of  First  Investors  Life  or  other
designated  office,  pay to the Contractowner an amount equal to the Accumulated
Value of the  Contract  on the date of  surrender  plus the  amount of any sales
charges  deducted  from the initial  purchase  payment.  The amount  refunded to
Contractowners may be more or less than their initial purchase payment depending
on the  investment  results of Separate  Account A. In those states where a full
refund of premiums is required if the Contractowner elects to exercise to cancel
the Contract under the ten-day  revocation  right, such  Contractowner  shall be
entitled to a full refund of premiums paid upon such cancellation.
    

                            FEDERAL INCOME TAX STATUS

   
     The Contracts are designed principally for use by individuals in retirement
plans which will not be  qualified  plans under the  provisions  of the Internal
Revenue Code of 1986, as amended (the "Code").  In general,  a Contract acquired
by a person  who is not an  individual  will be  treated  as one which is not an
annuity to the extent of  contributions  made after  February 28, 1986,  and any
income  credited to a  Contractowner's  Individual  Account will  accordingly be
includable in the Contractowner's  gross income on a current basis in accordance
with that person's method of accounting.  The preceding  sentence will not apply
to any annuity contract that is (i) acquired by a decedent's estate by reason of
the decedent's  death,  (ii) held under a qualified  pension,  profit-sharing or
stock  bonus plan  described  under  Section  401(a) of the Code or an  employee
annuity program described under Section 403(a) of the Code (or that is purchased
by an employer upon the  termination of such plan or program and that is held by
the employer until all amounts under a Contract are  distributed to the employee
for whom the Contract was purchased or the employee's  beneficiary),  (iii) held
under an individual  retirement plan or an employee  annuity  program  described
under Section  403(b) of the Code,  or (iv) an immediate  annuity (as defined in
Section 72(u)(4) of the Code).
    

     The ultimate  effect of Federal  income  taxes on  Accumulated  Values,  on
annuity payments and on the economic benefit to the Contractowner,  Annuitant or
Beneficiary  depends  on the tax  status of both  First  Investors  Life and the
individual  concerned.  The discussion contained herein is general in nature and
is not  intended as tax advice.  No attempt is made to consider  any  applicable
state or other tax laws.  Moreover,  the  discussion  herein is based upon First
Investors Life's  understanding of Federal income tax laws as they are currently
interpreted.  No representation is made regarding the likelihood of continuation
of  current  Federal  income  tax  laws or the  current  interpretations  of the
Internal Revenue Service.  Prospective  Contractowners  should consult their tax
advisors as to the tax consequences of purchasing Contracts.

     First  Investors Life is taxed as a life insurance  company under the Code.
Since Separate  Account A is not a separate entity from First Investors Life and
its  operation  forms  part  of  First  Investors  Life,  it will  not be  taxed
separately as a "regulated investment company" under

                                       13

<PAGE>

Subchapter M of the Code.  Under  existing  Federal  income tax law,  investment
income of  Separate  Account A, to the extent that it is applied  (after  taking
into account the mortality  risk and expense risk charges) to increase  reserves
under the  Contract,  is not taxed and may be  compounded  through  reinvestment
without  additional  tax to First  Investors  Life to the  extent  income  is so
applied.  Thus, the Fund may realize net investment income and pay dividends and
Separate  Account A may receive and reinvest  them on behalf of  Contractowners,
all  without  Federal  income tax  consequences  for  Separate  Account A or the
Contractowner.

     Under current interpretations of the Code, the Contractowner is not subject
to  income  tax on  increases  in the  value of the  Contractowner's  Individual
Account  until  payments are received by the  Contractowner  under the Contract.
Annuity payments  received after the Annuity  Commencement Date will be taxed to
the  Contractowner as ordinary income in accordance with Section 72 of the Code.
However,  that  portion of each payment  which  represents  the  Contractowner's
investment  in the  Contract,  as defined in Section 72,  will be excluded  from
gross income. The investment in the Contract,  which is ordinarily the amount of
purchase payments made under the Contract with certain  adjustments,  is divided
by the  Contractowner's  life  expectancy  or other  period  for  which  annuity
payments  are  expected to be made to determine  the annual  exclusion.  Annuity
payments  received  each year in excess of this annual  exclusion are taxable as
ordinary income as provided in Section 72 of the Code.

   
     In order that the Contracts be treated as annuities for Federal  income tax
purposes,  other than Contracts  issued in connection with retirement plans that
are  qualified  under  the  Code,   Separate  Account  A  must  satisfy  certain
diversification  requirements that are generally  applicable to variable annuity
contract segregated asset accounts under Subchapter L of the Code.  Ownership by
Separate  Account  A of  shares  of the Fund  will not fail the  diversification
requirements  provided that the Fund is taxed as a regulated  investment company
under  Subchapter  M of the Code,  and that the Fund meets such  diversification
requirements,  and all shares of the Fund are owned only by  Separate  Account A
(and similar accounts of First Investors Life or other insurance companies), and
access to the Fund is  available  exclusively  through the purchase of Contracts
(and additional  variable annuity or life insurance  products of First Investors
Life or other insurance companies).  Fund shares also may be held by the Adviser
provided  such  shares  are  being  held in  connection  with  the  creation  or
management  of the Fund.  The Adviser does not intend to sell any Fund shares it
owns to the  general  public.  It is expected  that the  Adviser  will cause the
assets  of the Fund to be  invested  in a manner  that  complies  with the asset
diversification requirements.

     The tax law does not  currently  provide  guidance as to  circumstances  in
which a  Contractowner  may be said to have  "control"  over Separate  Account A
assets  and thus be  subject  to  current  taxation  on income  credited  to the
Contractowner's  Contract.  The Treasury Department has said that it may provide
such guidance by a ruling or regulation. First Investors Life reserves the right
to amend the  Contracts in any  appropriate  way necessary to avoid such current
taxation.

     With respect to withdrawals before the start of annuity payments,  the Code
currently provides that: (i) withdrawals from an annuity contract are taxable as
ordinary income in the year of receipt to the extent that income from investment
has been earned,  (ii) a loan under,  or an  assignment  or pledge of an annuity
contract is treated as a  distribution,  and (iii) a 10 percent  penalty will be
assessed,  subject to certain exceptions,  on the taxable portion of withdrawals
made prior to the taxpayer's attainment of age 59 1/2.

     In determining the amount of any  distribution  that is includable in gross
income,   all  annuity  contracts  issued  by  the  same  company  to  the  same
Contractowner  during  any  12-month  period  will  be  treated  as one  annuity
contract.  Contractowners  should consult their tax advisors  before  purchasing
more than one Contract during any calendar year.
    

                                       14

<PAGE>

     Under the Code,  income tax must generally be withheld from all "designated
distributions."  A designated  distribution  includes the taxable portion of any
distribution  or payment  from an  annuity.  A partial  surrender  of an annuity
contract is considered a distribution subject to withholding.

     The amount of  withholding  depends on the type of payment:  "periodic"  or
"non-periodic."  For a periodic payment (e.g., an annuity  payment),  unless the
recipient files an appropriate  withholding  certificate,  the tax withheld from
the taxable  portion of the payment is based on a payroll  withholding  schedule
which assumes a married recipient claiming three withholding  exemptions.  For a
non-periodic  payment  distribution  (e.g.,  a partial  surrender  of an annuity
contract),  the tax withheld will generally be 10 percent of the taxable portion
of the payment.

     A recipient may elect not to have the withholding rules apply. For periodic
payments,  an election is effective  for the calendar  year for which it is made
and for  each  necessary  year  until  amended  or  modified.  For  non-periodic
distributions,  an election is effective only for the  distribution for which it
is made.  Payors  must notify  recipients  of their right to elect to have taxes
withheld.

     Insurers are required to report all designated distribution payments to the
Internal Revenue Service.

     With respect to the  Contracts  issued in  connection  with  retirement  or
deferred compensation plans which do not meet the requirements applicable to tax
qualified plans, the tax status of the Annuitant is determined by the provisions
of the plan. In general, the Annuitant is not taxed until the Annuitant receives
annuity payments.  The rules for taxation of payments under  non-qualified plans
are, in  general,  similar to those for  taxation of payments  under a qualified
plan; however, the special income averaging treatment available for certain lump
sum payments under qualified  plans is not available for similar  payments under
non-qualified plans.

     It  should  be noted  that the laws and  regulations  with  respect  to the
foregoing  tax matters  are  subject to change at any time by  Congress  and the
Treasury Department, respectively, and that the interpretations of such laws and
regulations  now in effect are subject to change by judicial  decision or by the
Treasury Department.

                             PERFORMANCE INFORMATION

     From  time to time,  Separate  Account  A may  advertise  several  types of
performance information,  including yield, average annual total return and total
return.  Each of these  figures is based  upon  historical  earnings  and is not
necessarily representative of the future performance of Separate Account A.

     Average annual total return and total return  calculations  measure the net
income of  Separate  Account A plus the  effect of any  realized  or  unrealized
appreciation or depreciation of the underlying investments in Separate Account A
for the period in question.  Average annual total return will be quoted for one,
five and ten year periods, or for shorter time periods depending upon the length
of time during  which  Separate  Account A has  operated.  Average  annual total
return  figures are  annualized  and,  therefore,  represent the average  annual
percentage  change in the value of an investment in Separate  Account A over the
period in question.  Total return  figures are not  annualized and represent the
actual  percentage  change over the period in  question.  Average  annual  total
return and total return  figures will include the  deduction of all expenses and
fees, including the payment of the maximum sales charge of 7.00% and the payment
of the Mortality and Expense Risk fee of 0.75%.

     Yield is a measure of the net dividend and  interest  income  earned over a
specific one month or 30-day  period  expressed as a percentage  of the value of
Separate Accounts A's Accumulation Units.

                                       15

<PAGE>

Yield is an  annualized  figure,  which means that it is assumed  that  Separate
Account A generates the same level of net income over a one-year period which is
compounded on a semi-annual basis.

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

                                       16

<PAGE>

                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION

       Item                                                               Page
       ----                                                               ----
    General Description.................................................  2
    Services............................................................  2
    Purchase of Securities..............................................  3
    Deduction Table.....................................................  4
    Annuity Payments....................................................  4
    Other Information...................................................  6
    Performance Information.............................................  6
    Relevance of Financial Statements...................................  9
   
    Appendices..........................................................  10
    Financial Statements................................................  15
    

                                   APPENDIX I

                             STATE AND LOCAL TAXES*

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

- ----------

Note:  The foregoing  rates are subject  to  amendment  by  legislation  and the
       applicability  of the stated  rates  may  be  subject  to  administrative
       interpretation.

       * Includes local annuity premium taxation.

                                       17

<PAGE>

                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A

                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                                   OFFERED BY
                     FIRST INVESTORS LIFE INSURANCE COMPANY

   
            Statement of Additional Information dated April 29, 1996

     This Statement of Additional  Information is not a Prospectus and should be
read in  conjunction  with the  Prospectus  for First  Investors  Life  Variable
Annuity  Fund A,  dated  April 29,  1996,  which may be  obtained  at no cost by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005, or by telephoning (212) 858-8200.
    

                                TABLE OF CONTENTS

                                                                       Page
                                                                       ----

    General Description..............................................     2
    Services.........................................................     2
    Purchase of Securities...........................................     3
    Deduction Table..................................................     4
    Annuity Payments.................................................     4
    Other Information................................................     6
    Performance Information..........................................     6
    Relevance of Financial Statements................................     9
    Appendices.......................................................    10
   
    Financial Statements.............................................    15
    

                                        1

<PAGE>

                               GENERAL DESCRIPTION

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

     Separate Account A. First Investors Life Variable Annuity Fund A ("Separate
Account A") was  established  on September 11, 1979 under the  provisions of the
New York  Insurance  Law. The assets of Separate  Account A are held  separately
from the assets of First  Investors  Life and for that  portion  of such  assets
having a value equal to, or  approximately  equal to, such reserves and contract
liabilities  are  not  chargeable  with  liabilities  arising  out of any  other
business of First  Investors  Life.  Separate  Account A is registered as a unit
investment trust under the Investment Company Act of 1940, as amended (the "1940
Act"), but such  registration does not involve any supervision of the management
or investment practices or policies of Separate Account A.
    

     The assets of Separate  Account A are invested at net asset value in shares
of First Investors  Special Bond Fund, Inc. (the "Fund").  The Fund's Prospectus
describes the risks attendant to an investment in the Fund.

                                    SERVICES

     Custodian.   First   Investors   Life,   subject  to  applicable  laws  and
regulations,  is the  custodian  of the  securities  of Separate  Account A. The
assets of  Separate  Account A are held by United  States  Trust  Company of New
York,  114 W.  47th  Street,  New  York,  New  York  10036  under a  safekeeping
arrangement.  Under the terms of a Safekeeping Agreement dated December 13, 1979
between  First  Investors  Life and  United  States  Trust  Company of New York,
securities and similar  investments of Separate  Account A shall be deposited in
the safekeeping of United States Trust Company of New York. First Investors Life
is responsible for the payment of all expenses of, and  compensation  to, United
States Trust Company of New York in such amounts as may be agreed upon from time
to time.

     Independent  Public  Accountants.  Tait,  Weller & Baker,  Two Penn  Center
Plaza,  Philadelphia,  PA 19102,  independent certified public accountants,  has
been selected as the independent accountants for Separate Account A.

     Adviser.  Investment  advisory  services to the Fund are  provided by First
Investors Management Company,  Inc., 95 Wall Street, New York, NY 10005 pursuant
to  an  Investment  Advisory  Agreement  dated  June  13,  1994  (the  "Advisory
Agreement").  The  Advisory  Agreement  was  approved  by the  Fund's  Board  of
Directors,  including  a majority  of the  Directors  who are not parties to the
Advisory  Agreement or "interested  persons" (as defined in the 1940 Act) of any
such  party,  in  person  at a  meeting  called  for  such  purpose  and  by the
shareholders of the Fund.

                                        2

<PAGE>

     Pursuant to the Advisory  Agreement,  FIMCO shall  supervise and manage the
Fund's  investments,  determine the Fund's portfolio  transactions and supervise
all aspects of its operations,  subject to review by the Fund's  Directors.  The
Advisory  Agreement also provides that FIMCO shall provide the Fund with certain
executive,   administrative  and  clerical  personnel,   office  facilities  and
supplies,  conduct the  business  and details of the  operation  of the Fund and
assume certain  expenses  thereof,  other than obligations or liabilities of the
Fund  such as  shareholder  servicing  fees  and  expenses;  custodian  fees and
expenses;  legal and  auditing  fees;  expenses  of  communicating  to  existing
shareholders,   including  preparing,  printing  and  mailing  prospectuses  and
shareholder  reports to such  shareholders;  and proxy and  shareholder  meeting
expenses.

     Under the Advisory Agreement, the Fund pays the Adviser an annual fee, paid
monthly, according to the following schedule:

                                                                        Annual
Average Daily Net Assets                                                 Rate
- ------------------------                                                 ----

Up to $250 million.....................................................  0.75%
In excess of $250 million up to $500 million...........................  0.72
In excess of $500 million up to $750 million...........................  0.69
Over $750 million......................................................  0.66

The  SEC  considers  this  fee  greater  than  those  paid by  other  investment
companies.

   
     For the fiscal years ended December 31, 1993,  1994 and 1995, the Fund paid
the Adviser $322,888, $294,179 and $277,740, respectively, in advisory fees.

     Underwriter.  First Investors Life and Separate Account A have entered into
an Underwriting Agreement with First Investors Corporation. FIC, an affiliate of
First Investors Life, and of the Adviser has its principal  business  address at
95 Wall Street,  New York, New York 10005.  For the fiscal years ending December
31,  1993,  1994 and 1995,  FIC received  fees of $18,316,  $13,872 and $11,406,
respectively,  in  connection  with  the  distribution  of  the  Contracts  in a
continuous offering.
    

     The  Contracts  are sold by  insurance  agents  licensed  to sell  variable
annuities,   who  are   registered   representatives   of  the   Underwriter  or
broker-dealers who have sales agreements with the Underwriter.

                             PURCHASE OF SECURITIES

     Purchase  Payments.  Investors  in  Separate  Account A will be  purchasing
Accumulation  Units of  Separate  Account  A only and not  shares of the Fund in
which Separate Account A invests.

     The  minimum  purchase  payment is $2,000 for a Deferred  Variable  Annuity
Contract.  Additional Payments under a Deferred Variable Annuity Contract in the
minimum  amount  of $200  may be made at any  time  after  the  issuance  of the
Contract.

     Purchase payments will be credited to a Contractowner's Account on the date
of receipt by First  Investors  Life of a  completed  application.  In the event
First   Investors  Life  receives  an  incomplete   application,   all  required
information shall be provided not later than five business days following the

                                        3

<PAGE>

receipt of such  application  or the  purchase  payment  will be returned to the
applicant  at  the  end  of  such  five-day  period.  Purchase  payments,  after
deductions for sales expenses and any applicable  premium taxes (see "Deductions
from Purchase Payments"), will be allocated to Separate Account A.

     Deductions  from Purchase  Payments.  First  Investors  Life or FIC, as the
Underwriter,  makes  deductions,  in accordance  with the Deduction Table below,
from the  purchase  payment for  expenses  in  connection  with sales  functions
relative to the  Contracts.  Reductions in sales  charges are  applicable to the
total amount of the purchase payment.  In addition,  any Additional Payment made
after the issuance of a Deferred Annuity Contract is subject to the sales charge
applicable to the total amount of all purchase payments previously made plus the
amount of the  Additional  Payment  being made.  The sales charge is intended to
cover expenses relating to the sale of the Contracts, including commissions paid
to  persons  distributing  the  Contracts  and  costs  of  preparation  of sales
literature.

                                 DEDUCTION TABLE

<TABLE>
<CAPTION>
                                                             Sales Charge as % of
                                                          --------------------------        Concession to
                                                          Offering        Net Amount       Dealers as % of
Amount of Investment                                       Price*          Invested        Offering Price
- --------------------                                      --------        ----------       ---------------
<S>                                                         <C>              <C>                <C>  
Less than $25,000.......................................    7.00%            7.53%              5.75%
$25,000 but under $50,000...............................    6.25             6.67               5.17
$50,000 but under $100,000..............................    4.75             4.99               3.93
$100,000 but under $250,000.............................    3.50             3.63               2.90
$250,000 but under $500,000.............................    2.50             2.56               2.19
$500,000 but under $1,000,000...........................    2.00             2.04               1.67
$1,000,000 or over......................................    1.50             1.52               1.24
</TABLE>

- ----------
 *  Assumes that no premium taxes have been deducted.

                                ANNUITY PAYMENTS

     Value of an  Accumulation  Unit.  For  Separate  Account A, the value of an
Accumulation  Unit was  arbitrarily  initially  set at  $1.00.  The  value of an
Accumulation  Unit  for  any  subsequent   Valuation  Period  is  determined  by
multiplying  the value of an  Accumulation  Unit for the  immediately  preceding
Valuation Period by the Net Investment Factor for the Valuation Period for which
the Accumulation Unit Value is being calculated (see Appendix I, Example B). The
investment  performance of the Fund,  expenses and deductions of certain charges
affect  the  Accumulation  Unit  Value.  The value of an  Accumulation  Unit for
Separate  Account A may increase or decrease from Valuation  Period to Valuation
Period.

     Net Investment Factor. The Net Investment Factor for Separate Account A for
any Valuation  Period is determined by dividing (a) by (b) and  subtracting  (c)
from the result, where:

(a)  is the net result of:

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

                                        4

<PAGE>

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

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

(c)  is a factor  representing  the charges  deducted for  mortality and expense
     risks.  Such  factor is equal on an annual  basis to 0.75% of the daily net
     asset value of Separate Account A. This percentage represents approximately
     0.60%  charge  for the  mortality  risk  assumed  and 0.15%  charge for the
     expense risk assumed.

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

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

     Amount of Annuity  Payments.  When annuity  payments  are to commence,  the
Accumulated  Value to be applied to a variable annuity option will be determined
by multiplying  the value of an  Accumulation  Unit for the Valuation Date on or
immediately  preceding the seventh day before the Annuity  Commencement  Date by
the number of Accumulation  Units owned. This seven day period is used to permit
calculation  of amounts of annuity  payments and mailing of checks in advance of
the due date. At that time any applicable premium taxes not previously  deducted
will be deducted from the  Accumulated  Value to determine  the Net  Accumulated
Value.  The resultant  value is then applied to the Annuity  Tables set forth in
the Contract to determine the amount of the first monthly annuity  payment.  The
Contract  contains  Annuity Tables setting forth the amount of the first monthly
installment for each $1,000 of Accumulated  Value applied.  These Annuity Tables
vary according to the Annuity Option selected by the Contractowner and according
to the sex and  adjusted  age of the  Annuitant  and any Joint  Annuitant at the
Annuity  Commencement  Date. The Contract contains a formula for determining the
adjusted age, and the Annuity Tables are determined from the Progressive Annuity
Table with interest at 3.5% per year and assumes births prior to 1900,  adjusted
by a  setback  of four  years of age for  persons  born  1900 and  later  and an
additional  setback of one year of age for each  completed  5 years by which the
year of birth is later than 1900.  Annuity  Tables  used by other  insurers  may
provide greater or less benefits to the Annuitant.

     The dollar amount of the first monthly Variable Payment,  based on Separate
Account A  determined  as above,  is divided by the value of an Annuity Unit for
Separate  Account  A for the  Valuation  Date on or  immediately  preceding  the
seventh  day before the Annuity  Commencement  Date to  establish  the number of
Annuity Units  representing  each monthly payment under Separate Account A. This
seven day period is used to permit  calculation  of amounts of annuity  payments
and mailing of checks in advance of the due date.  This number of Annuity  Units
remains fixed for all variable annuity payments. The dollar

                                        5

<PAGE>

amount of the second and subsequent  variable  annuity payments is determined by
multiplying  the fixed  number of Annuity  Units for  Separate  Account A by the
applicable  value of an Annuity Value for the Valuation  Date on or  immediately
preceding  the seventh day before the due date of the  payment.  The value of an
Annuity  Unit will  vary  with the  investment  performance  of the  Fund,  and,
therefore,  the  dollar  amount of the second and  subsequent  variable  annuity
payments may change from month to month. (For an illustration of the calculation
of the first and subsequent  Variable Payments,  see Appendix III, Examples B, C
and D.)

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

                                OTHER INFORMATION

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

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

     Assignment.  Any amounts  payable  under the Contracts may not be commuted,
alienated,  assigned or otherwise  encumbered before they are due. To the extent
permitted  by law,  no such  payments  shall be  subject in any way to any legal
process to subject them to payment of any claims  against any  Annuitant,  Joint
Annuitant or Beneficiary. The Contracts may be assigned.

                             PERFORMANCE INFORMATION

     Separate Account A may advertise its performance in various ways.

     The yield for Separate  Account A is presented  for a specified  thirty-day
period  (the  "base  period").  Yield is based on the amount  determined  by (i)
calculating  the aggregate  amount of net  investment  income earned by the Fund
during  the  base  period  less  expenses   accrued  for  that  period  (net  of
reimbursement),  and (ii) dividing that amount by the product of (A) the average
daily number of Accumulation  Units of Separate Account A outstanding during the
base period and (B) the maximum public offering price per

                                        6

<PAGE>

Accumulation  Unit on the last day of the base period.  The result is annualized
by compounding on a semi-annual  basis to determine  Separate Account A's yield.
For this  calculation,  interest earned on debt  obligations held by the Fund is
generally  calculated  using the yield to maturity (or first expected call date)
of  such  obligations  based  on  their  market  values  (or,  in  the  case  of
receivables-backed  securities  such as  GNMA's,  based on cost).  Dividends  on
equity securities are accrued daily at their estimated stated dividend rates.

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

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

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

          [ERV-P]/P = TOTAL RETURN

     In providing  such  performance  data,  Separate  Account A will assume the
payment of the maximum  sales charge of 7.00% (as a  percentage  of the purchase
payment) on the initial  investment and the payment of the Mortality and Expense
Risk Fee of 0.75% ("P").  Separate  Account A will assume that during the period
covered all dividends and capital gain distributions are paid at net asset value
per  Accumulation  Unit,  and that the  investment is redeemed at the end of the
period.

   
     Average annual total return and total return for the periods ended December
31, 1995 calculated using the offering price for Separate Account A is set forth
in the tables below:
    

AVERAGE ANNUAL TOTAL RETURN*
             One Year                                      12.31%
             Five Years                                    15.36
             Ten Years                                      9.85

TOTAL RETURN*
             One Year                                      12.31%
             Five Years                                   104.28
             Ten Years                                    155.94
- ----------
* The return figures assume the current maximum sales charge of 7.00%.  Prior to
December 30, 1991, the maximum sales charge for Separate Account A was 7.25%.

     Average  annual  total  return  and  total  return  may  also be  based  on
investment at reduced  sales charge levels or at net asset value.  Any quotation
of return not reflecting the maximum sales charge will

                                        7

<PAGE>

   
be greater than if the maximum sales charge were used. Average annual return and
total return computed at net asset value for the periods ended December 31, 1995
for Separate Account A is set forth in the tables below:

AVERAGE ANNUAL TOTAL RETURN*
             One Year                                      20.76%
             Five Years                                    17.04
             Ten Years                                     10.65

TOTAL RETURN*
             One Year                                      20.76%
             Five Years                                   119.67
             Ten Years                                    175.24
    

- ----------
* The return figures assume the current maximum sales charge of 7.00%.  Prior to
December 30, 1991, the maximum sales charge for Separate Account A was 7.25%.

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

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

     Separate  Account A may  include in  advertisements  and sales  literature,
examples,  information  and statistics that illustrate the effect of taxable vs.
tax-deferred  compounding  income at a fixed rate of return to  demonstrate  the
growth of an investment  over a stated period of time resulting from the payment
of dividends and capital gains  distributions in additional  Accumulation Units.
The  examples  may  include   hypothetical   returns  comparing  taxable  versus
tax-deferred  growth which would pertain to an IRA, Section 403(b)(7)  Custodial
Account or other  qualified  retirement  program.  The examples used will be for
illustrative  purposes only and are not representations by Separate Account A of
past or future yield or return.

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

                                        8

<PAGE>

in daily  newspaper  publications  such as THE NEW YORK  TIMES,  THE WALL STREET
JOURNAL and THE NEW YORK DAILY NEWS may be cited.

                        RELEVANCE OF FINANCIAL STATEMENTS

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

                                        9

<PAGE>

                                   APPENDICES

                                       10

<PAGE>

                                   APPENDIX I

                                    EXAMPLE A
                    Formula and Illustration for Determining
                         the Net Investment Factor of a
                                Separate Account

   
Net Investment Factor = ((A + B)/C) - D
    

Where:

<TABLE>
<CAPTION>
<S>                                                                                        <C>        
A = The Net  Asset  Value of a Fund  share as of the end of the  current
        Valuation Period.
      Assume............................................................................ = $8.51000000

   
B = The per share amount of any dividend or capital gains distribution
        since the end of the immediately preceding Valuation Period.
      Assume............................................................................ =           0

C = The Net Asset Value of a Fund share at the end of the immediately
        preceding Valuation Period.
      Assume............................................................................ = $8.39000000

D = The daily deduction for mortality and expense risks, which totals .75%
    
        on an annual basis.
      On a daily basis.................................................................. =   .00002054

   
Then, the Net Investment Factor = (8.51000000 + 0)/8.39000000 - .00002054............... =  1.01072840
    
</TABLE>


                                    EXAMPLE B
                    Formula and Illustration for Determining
                          Accumulation Unit Value of a
                                Separate Account

Accumulation Unit Value = A x B

Where:

<TABLE>
<CAPTION>
<S>                                                                                        <C>        
A = The Accumulation Unit Value for the immediately  preceding Valuation
        Period.
      Assume............................................................................ = $1.46328760
B = The Net Investment Factor for the current Valuation Period.
        Assume.......................................................................... =  1.01072840
Then, the Accumulation Unit Value = $1.46328760 x 1.01072840............................ =  1.47898633
</TABLE>

                                       11

<PAGE>

                                   APPENDIX II

                                    EXAMPLE A
                    Formula and Illustration for Determining
                           Death Benefit Payable Under
                    Annuity Option 4-Unit Refund Life Annuity

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

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

Where:

<TABLE>
<CAPTION>
<S>                                                                                          <C>       
A = The net benefit applied on the Annuity Commencement Date to purchase
        the Variable Annuity.
      Assume............................................................................ =   $20,000.00

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

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

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

Then the number of Annuity Units Payable:

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

          = 18,458.18554633 - 3,498.46665300

          = 15,076.35378177

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

     15,076.35378177 x $1.12173107 = $16,911.61

                                       12

<PAGE>

                                  APPENDIX III

                                    EXAMPLE A

                    Formula and Illustration for Determining
                             Annuity Unit Value of a
                                Separate Account

Annuity Unit Value = A x B x C

Where:

<TABLE>
<CAPTION>
<S>                                                                                        <C>        
A = Annuity Unit Value of the immediately preceding Valuation Period.
      Assume............................................................................ = $1.10071211

B = Net Investment Factor for the Valuation Period for which the Annuity
        Unit is being calculated.
      Assume............................................................................ =   1.0083530

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

Then, the Annuity Value is:

     $1.10071211 x 1.0053530 x 0.99990575 = $1.10152771


                                    EXAMPLE B

                    Formula and Illustration for Determining
              Amount of First Monthly Variable Annuity Payment from
                              One Separate Account

First Monthly Variable Annuity Payment = (A/$1,000) x B

Where:

<TABLE>
<CAPTION>
<S>                                                                                        <C>       
A = The Accumulated Value allocated to a Separate Account for the
        Valuation Date on or immediately preceding the seventh day before the
        Annuity Commencement Date.
      Assume............................................................................ = $20,000.00

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

Then, the first Monthly Variable Payment = ($20,000/$1,000) x $6.40 = $128.00

                                       13

<PAGE>

                                    EXAMPLE C

                    Formula and Illustration for Determining
              the Number of Annuity Units for One Separate Account
              Represented by Each Monthly Variable Annuity Payment

Number of Annuity Units = A/B

Where:

<TABLE>
<CAPTION>
<S>                                                                                            <C>    
A = The dollar amount of the first monthly Variable Annuity Payment.
      Assume............................................................................ =     $128.00

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

Then, the number of Annuity Units = ($123.00/$1.09763000) = 116.61488844


                                    EXAMPLE D

                    Formula and Illustration for Determining
              the Amount of Second and Subsequent Monthly Variable
                   Annuity Payments From One Separate Account

Second Monthly Variable Annuity Payment = A x B

Where:

<TABLE>
<CAPTION>
<S>                                                                                        <C>         
A = The Number of Annuity Units represented by each monthly Variable
        Annuity Payment.
      Assume............................................................................ = 116.61488844

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

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

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

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

                                       14

<PAGE>
                              FINANCIAL STATEMENTS

                                       15

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

     We have audited the statement of assets and  liabilities of First Investors
Life  Variable  Annuity  Fund A (a  separate  account  of First  Investors  Life
Insurance  Company,  registered as a unit investment  trust under the Investment
Company Act of 1940),  as of December 31, 1995,  and the related  statements  of
operations for the year then ended and changes in net assets for each of the two
years  in  the  period  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Variable  Annuity  Fund A as of  December  31,  1995,  and  the  results  of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                               TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1996

                                       16

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1995

ASSETS
  Investments at net asset value (Note 2)
    First Investors Special Bond Fund, Inc. (3,108,898 shares at
    $12.23 per share, cost $56,906,820) ........................     $38,037,004

LIABILITIES
  Payable to First Investors Life Insurance Company ............          17,236
                                                                     -----------

NET ASSETS .....................................................     $38,019,768
                                                                     ===========

Net assets represented by Contracts in accumulation period
    (9,557,137 units at unit value of 3.97815455) ..............     $38,019,768
                                                                     ===========

See notes to financial statements.

                                       17

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                             STATEMENT OF OPERATIONS

                          Year ended December 31, 1995

INVESTMENT INCOME
  Income:
    Dividends ...............................................      $  3,226,603
                                                                   ------------
        Total income ........................................         3,226,603
                                                                   ------------
  Expenses:
    Mortality and expense risks (Note 3) ....................           287,884
                                                                   ------------
        Total expenses ......................................           287,884
                                                                   ------------
NET INVESTMENT INCOME .......................................         2,938,719
                                                                   ------------
UNREALIZED DEPRECIATION ON INVESTMENTS
  Beginning of year .........................................       (22,727,199)
  End of year ...............................................       (18,869,816)
                                                                   ------------
Change in unrealized depreciation on investments ............         3,857,383
                                                                   ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ........      $  6,796,102
                                                                   ============

See notes to financial statements.

                                       18

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                       STATEMENTS OF CHANGES IN NET ASSETS

                            Years ended December 31,

<TABLE>
<CAPTION>
                                                                           1995           1994
                                                                      ------------    ------------
<S>                                                                   <C>             <C>         
Increase (Decrease) in Net Assets
  From Operations
    Net investment income .........................................   $  2,938,719    $  3,169,443
    Change in unrealized depreciation on investments ..............      3,857,383      (3,907,185)
                                                                      ------------    ------------

    Net increase (decrease) in net assets resulting from operations      6,796,102        (737,742)
                                                                      ------------    ------------
  From Unit Transactions
    Net annuity considerations ....................................        193,158         227,563
    Contract payments .............................................     (5,671,079)     (5,816,906)
                                                                      ------------    ------------

    Net decrease in net assets derived from unit transactions .....     (5,477,921)     (5,589,343)
                                                                      ------------    ------------

       Net increase (decrease) in net assets ......................      1,318,181      (6,327,085)

Net Assets
  Beginning of year ...............................................     36,701,587      43,028,672
                                                                      ------------    ------------
  End of year .....................................................   $ 38,019,768    $ 36,701,587
                                                                      ============    ============
</TABLE>

See notes to financial statements.

                                       19

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1995

Note 1 -- Organization

     First Investors Life Variable  Annuity Fund A (Separate  Account A), a unit
investment trust  registered under the Investment  Company Act of 1940 (the 1940
Act), is a segregated  investment  account  established by First  Investors Life
Insurance  Company  (FIL).  All assets of the  separate  account are invested in
shares of First  Investors  Special  Bond Fund,  Inc.  (the  Fund),  an open-end
diversified management investment company registered under the 1940 Act.

Note 2 -- Significant Accounting Practices

     INVESTMENTS

          Shares of the Fund held by Separate  Account A are valued at net asset
     value per share. All distributions received from the Fund are reinvested to
     purchase  additional  shares of the Fund at net  asset  value.  The  Fund's
     investments  in high yield  securities,  whether  rated or unrated,  may be
     considered speculative and subject to greater market fluctuations and risks
     of loss of income and principal than lower  yielding,  higher rated,  fixed
     income securities.

     FEDERAL INCOME TAXES

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

Note 3 -- Mortality and Expense Risks and Deductions

     In  consideration  for its  assumption  of the  mortality and expense risks
connected with the Variable Annuity Contracts, FIL deducts an amount equal on an
annual  basis to 0.75% of the daily net asset value of  Separate  Account A. The
deduction  for the year ended  December  31, 1995 was  $287,884.  An  additional
administrative  charge  of  $7.50  may be  deducted  annually  by FIL  from  the
Accumulated  Value of Deferred Annuity Contracts which have an Accumulated Value
of less than $1,500 due to partial surrenders. There was no deduction under this
provision during 1995.

                                       20

<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

     We have audited the  accompanying  balance  sheets of First  Investors Life
Insurance  Company as of December 31, 1995 and 1994, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1995.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Insurance  Company as of  December  31,  1995 and 1994,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1995, in conformity with generally accepted accounting principles.

     As discussed in note 7 to the financial statements, the Company changed its
method of accounting for income taxes.

                                              TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1996

                                       21
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               ASSETS
                                                                                       December 31, 1995  December 31, 1994
                                                                                       -----------------  -----------------
<S>                                                                                       <C>                <C>         
Investments (note 2):
  Available-for-sale securities ...................................................       $113,815,086       $103,898,007
  Held-to-maturity securities .....................................................          5,942,604          5,990,367
  Short term investments ..........................................................          5,160,201          6,964,868
  Policy loans ....................................................................         17,016,692         14,686,101
                                                                                         -------------      -------------

     Total investments ............................................................        141,934,583        131,539,343

Cash ..............................................................................          1,189,030            977,113
Premiums and other receivables, net of allowances of
  $30,000 in 1995 and 1994 ........................................................          4,334,595          3,901,489
Accrued investment income .........................................................          2,833,561          2,593,771
Deferred policy acquisition costs (note 6) ........................................         17,318,214         19,321,891
Deferred Federal income taxes (note 7) ............................................             12,000          1,884,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $800,593 in 1995 and $697,010 in 1994 ...........................            236,736            243,634
Other assets ......................................................................            123,509            193,780
Separate account assets ...........................................................        344,568,486        232,913,278
                                                                                         -------------      -------------
     Total assets .................................................................       $512,550,714       $393,568,299
                                                                                         =============      =============


                                               LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Policyholder account balances (note 6) ............................................       $113,374,173       $115,256,764
Claims and other contract liabilities .............................................         11,289,108         10,737,716
Accounts payable and accrued liabilities ..........................................          4,150,250          3,463,635
Separate account liabilities ......................................................        343,956,938        232,913,278
                                                                                         -------------      -------------

     Total liabilities ............................................................        472,770,469        362,371,393
                                                                                         -------------      -------------
STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares ...........................................          2,538,163          2,538,163
Additional paid in capital ........................................................          6,496,180          6,496,180
Unrealized holding gains (losses) on available-for-sale
  securities (note 2) .............................................................          1,878,000         (2,486,000)
Retained earnings .................................................................         28,867,902         24,648,563
                                                                                         -------------      -------------

     Total stockholder's equity ...................................................         39,780,245         31,196,906
                                                                                         -------------      -------------

     Total liabilities and stockholder's equity ...................................       $512,550,714       $393.568,299
                                                                                         =============      =============
</TABLE>

See accompanying notes to financial statements.

                                       22
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                              Year Ended         Year Ended         Year Ended
                                                          December 31, 1995   December 31,1994   December 31,1993
                                                          -----------------   ----------------   ----------------
<S>                                                          <C>                <C>                <C>        
REVENUES
  Policyholder fees ..................................       $19,958,420        $16,433,269        $14,825,696
  Premiums ...........................................         7,293,719          7,630,182          8,141,342
  Investment income (note 2) .........................         9,363,212          8,835,356          8,470,643
  Realized gain (loss) on fixed securities ...........           373,582           (259,987)           318,372
  Other income .......................................           835,703            701,355            654,608
                                                            ------------       ------------       ------------

     Total income ....................................        37,824,636         33,340,175         32,410,661
                                                            ------------       ------------       ------------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities .....        13,027,516         14,297,499         13,118,328
  Dividends to policyholders .........................           954,384            910,754            985,756
  Amortization of deferred acquisition costs (note 6)          1,672,429          1,573,216          1,528,876
  Commissions and general expenses ...................        15,773,968         13,513,644         13,212,536
                                                            ------------       ------------       ------------

     Total benefits and expenses .....................        31,428,297         30,295,113         28,845,496
                                                            ------------       ------------       ------------
Income before Federal income tax and cumulative
 effect of a change in accounting principle ..........         6,396,339          3,045,062          3,565,165

Federal income tax (note 7):
  Current ............................................         2,553,000            838,000          1,425,000
  Deferred ...........................................          (376,000)          (352,000)          (721,000)
                                                            ------------       ------------       ------------
                                                               2,177,000            486,000            704,000
                                                            ------------       ------------       ------------
Income before cumulative effect
  of a change in accounting principle ................         4,219,339          2,559,062          2,861,165

Cumulative effect on prior years
  of a change in accounting principle (note 7) .......                --                 --            540,000
                                                            ------------       ------------       ------------

Net Income ...........................................       $ 4,219,339        $ 2,559,062        $ 3,401,165
                                                            ============       ============       ============
Income per share, based on 534,350 shares outstanding
Income before cumulative effect
  of a change in accounting principle ................             $7.90              $4.79              $5.35
Cumulative effect of a change in accounting principle                 --                 --               1.01
                                                            ------------       ------------       ------------
                                                                   $7.90              $4.79              $6.36
                                                            ============       ============       ============
</TABLE>

See accompanying notes to financial statements.

                                       23
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                        Year Ended           Year Ended          Year Ended
                                                                      December 31,1995    December 31,1994    December 31, 1993
                                                                      ----------------    ----------------    -----------------
<S>                                                                     <C>                 <C>                 <C>          
Balance at beginning of year .....................................      $  31,196,906       $  34,173,844       $  27,722,679
Net income .......................................................          4,219,339           2,559,062           3,401,165
Increase (decrease) in unrealized holding gains on
  available-for-sale securities ..................................          4,364,000          (5,536,000)          3,050,000
                                                                        -------------       -------------       -------------
Balance at end of year ...........................................      $  39,780,245       $  31,196,906       $  34,173,844
                                                                        =============       =============       =============
</TABLE>


                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          Year Ended         Year Ended          Year Ended
                                                                      December 31, 1995   December 31, 1994   December 31,1993
                                                                      ----------------    ----------------    -----------------
<S>                                                                     <C>                 <C>                 <C>          
Increase (decrease) in cash: Cash flows from operating activities:
     Policyholder fees received ..................................      $  19,374,522       $  16,433,269       $  14,825,696
     Premiums received ...........................................          6,895,096           7,366,276           7,996,528
     Amounts received on policyholder accounts ...................         87,156,662          63,526,544          52,654,219
     Investment income received ..................................          9,360,894           8,886,847           8,583,113
     Other receipts ..............................................             69,621              46,581              44,193
     Benefits and contract liabilities paid ......................       (101,642,156)        (75,131,594)        (61,360,490)
     Commissions and general expenses paid .......................        (18,176,870)        (15,252,935)        (15,866,354)
                                                                        -------------       -------------       -------------

     Net cash provided by (used for) operating activities ........          3,037,769           5,874,988           6,876,905
                                                                        -------------       -------------       -------------
  Cash flows from investing activities:
     Proceeds from sale of investment securities .................         58,755,827          36,751,082          36,063,998
     Purchase of investment securities ...........................        (58,622,646)        (42,164,770)        (39,148,690)
     Purchase of furniture, equipment and other assets ...........           (128,442)            (67,121)            (40,227)
     Net increase in policy loans ................................         (2,330,591)         (1,801,780)         (1,941,256)
     Investment in Separate Account ..............................           (500,000)                 --                  --
                                                                        -------------       -------------       -------------

     Net cash provided by (used for) investing activities ........         (2,825,852)         (7,282,589)         (5,066,175)
                                                                        -------------       -------------       -------------

     Net increase (decrease) in cash .............................            211,917          (1,407,601)          1,810,730

Cash
  Beginning of year ..............................................            977,113           2,384,714             573,984
                                                                        -------------       -------------       -------------
  End of year.....................................................      $   1,189,030       $     977,113       $   2,384,714
                                                                        =============       =============       =============
</TABLE>

The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal  income tax of $2,125,000 in 1995,  $1,368,000 in 1994 and $1,265,000 in
1993.

See accompanying notes to financial statements.

                                       24
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                Year ended           Year Ended           Year Ended
                                                             December 31, 1995    December 31, 1994    December 31, 1993
                                                             -----------------    -----------------    -----------------
<S>                                                             <C>                  <C>                  <C>        
Reconciliation of net income to net cash
  provided by (used for) operating activities:

    Net income ........................................         $ 4,219,339          $ 2,559,062          $ 3,401,165

    Adjustments to reconcile  net income to net cash
        provided by (used for) operating activities:
      Depreciation and amortization ...................             141,121              122,199              118,365
      Amortization of deferred policy acquisition costs           1,672,429            1,573,216            1,528,876
      Realized investment (gains) losses ..............            (373,582)             259,987             (318,372)
      Amortization of premiums and discounts on fixed
        maturities ....................................             237,472              287,340              299,666
      Deferred Federal income taxes ...................            (376,000)            (352,000)            (721,000)
      Cumulative effect of a change in
        accounting principle ..........................                  --                   --             (540,000)
      Other items not requiring cash - net ............            (112,268)                (149)              (1,908)

    (Increase) decrease in:
      Premiums and other receivables, net .............            (433,106)          (1,055,910)           1,683,261
      Accrued investment income .......................            (239,790)            (235,849)            (187,196)
      Deferred policy acquisition costs, exclusive
        of amortization ...............................          (1,117,752)          (1,138,988)          (1,254,547)
      Other assets ....................................              64,490              (30,882)             (13,108)

    Increase (decrease) in:
      Policyholder account balances ...................          (1,882,591)           2,719,458            1,268,788
      Claims and other contract liabilities ...........             551,392              503,025            1,903,908
      Accounts payable and accrued liabilities ........             686,615              664,479             (290,993)
                                                                -----------          -----------          -----------

                                                                $ 3,037,769          $ 5,874,988          $ 6,876,905
                                                                ===========          ===========          ===========
</TABLE>

See accompanying notes to financial statements.

                                       25
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

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

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

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

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

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

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

Note 2 -- Other Significant Accounting Practices

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

     (b)  Depreciation.  Depreciation  is computed on the useful service life of
the depreciable asset using the straight line method of depreciation.

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

     Held-to-Maturity Securities

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

     Trading Securities

          Debt and equity  securities that are held  principally for the purpose
          of selling such securities in the near term are recorded at fair value
          with unrealized gains and losses included in earnings.

     Available-For-Sale Securities

          Debt and equity  securities not classified in the other two categories
          are recorded at fair value with  unrealized  gains and losses excluded
          from earnings and reported as  "unrealized  holding gains or losses on
          available-for-sale securities" in stockholder's equity.

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

                                       26
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

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

<TABLE>
<CAPTION>
                                              Year ended            Year Ended            Year Ended
                                           December 31, 1995     December 31, 1994     December 31,1993
                                           -----------------     -----------------     ----------------
<S>                                           <C>                   <C>                   <C>       
Interest on fixed maturities .....            $8,243,748            $8,091,627            $7,844,723
Interest on short term investments               451,475               225,682               232,244
Interest on policy loans .........               973,242               886,465               771,082
Dividends on equity securities ...                58,305                10,220                    --
                                              ----------            ----------            ----------

     Total investment income .....             9,726,770             9,213,994             8,848,049
     Investment expense ..........               363,558               378,638               377,406
                                              ----------            ----------            ----------

Net investment income ............            $9,363,212            $8,835,356            $8,470,643
                                              ==========            ==========            ==========
</TABLE>

     The amortized  cost and estimated  market values of investments at December
31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                      Gross             Gross          Estimated
                                                 Amortized         Unrealized        Unrealized         Market
                                                    Cost              Gains            Losses            Value
                                                ------------      ------------      ------------      ------------
<S>                                             <C>               <C>               <C>               <C>         
Available-For-Sale Securities
December 31, 1995
  U.S. Treasury Securities and obligations
    of U.S. Government Corporations
    and Agencies .........................      $ 40,056,913      $  1,459,984      $         --      $ 41,516,897
  Debt Securities issued by
    States of the U.S. ...................         9,067,445           215,464            10,295         9,272,614
  Corporate Debt Securities ..............        53,636,330         1,872,502           121,193        55,387,639
  Equity Securities ......................           500,000            55,000                --           555,000
  Other Debt Securities ..................         7,010,398            78,876             6,338         7,082,936
                                                ------------      ------------      ------------      ------------
                                                $110,271,086      $  3,681,826      $    137,826      $113,815,086
                                                ============      ============      ============      ============


December 31,1994
  U.S. Treasury Securities and obligations
    of U.S. Government Corporations
    and Agencies .........................      $ 49,362,608      $      5,901      $  1,541,620      $ 47,826,889
  Debt Securities issued by
    States of the U.S. ...................         3,910,143                --           379,945         3,530,198
  Corporate Debt Securities ..............        53,768,481            86,359         2,578,037        51,276,803
  Equity Securities ......................           500,000                --            15,000           485,000
  Other Debt Securities ..................           873,777             1,801            96,461           779,117
                                                ------------      ------------      ------------      ------------
                                                $108,415,009      $     94,061      $  4,611,063      $103,898,007
                                                ============      ============      ============      ============
</TABLE>

                                       27
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

     At December 31, 1995 and 1994, the Company recognized  "Unrealized  Holding
Gains   (Losses)  on   Available-For-   Sale   Securities"   of  $1,878,000  and
($2,486,000),  net of  applicable  deferred  income  taxes and  amortization  of
deferred  acquisition costs. The change in the Unrealized Holding Gains (Losses)
of  $4,364,000  ,   ($5,536,000)   and  $3,050,000  for  1995,  1994  and  1993,
respectively is reported as a separate component of stockholders' equity.

<TABLE>
<CAPTION>
Held-To-Maturity Securities
December 31,1995
<S>                                             <C>             <C>             <C>             <C>       
  U.S. Treasury Securities and obligations
    of U.S. Government Corporations
    and Agencies .........................      $3,332,604      $  120,983      $       --      $3,453,587
  Corporate Debt Securities ..............       2,000,000              --          40,412       1,959,588
  Other Debt Securities ..................         610,000              --              --         610,000
                                                ----------      ----------      ----------      ----------
                                                $5,942,604      $  120,983      $   40,412      $6,023,175
                                                ==========      ==========      ==========      ==========

December 31,1994
  U.S. Treasury Securities and obligations
    of U.S. Government Corporations
    and Agencies .........................      $3,380,367      $    4,873      $   56,807      $3,328,433
  Corporate Debt Securities ..............       2,000,000              --         324,020       1,675,980
  Other Debt Securities ..................         610,000              --              --         610,000
                                                ----------      ----------      ----------      ----------
                                                $5,990,367      $    4,873      $  380,827      $5,614,413
                                                ==========      ==========      ==========      ==========
</TABLE>

     The  amortized  cost  and  estimated  market  value of debt  securities  at
December 31, 1995, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                    Held to Maturity                  Available For Sale
                                            ------------------------------      ------------------------------
                                              Amortized        Estimated         Amortized         Estimated
                                                Cost          Market Value          Cost          Market Value
                                            ------------      ------------      ------------      ------------
<S>                                         <C>               <C>               <C>               <C>         
Due in one year or less ..............      $  2,239,580      $  2,251,899      $  6,162,578      $  6,227,117
Due after one year through five years            361,632           362,031        32,404,977        34,434,038
Due after five years through ten years         1,341,392         1,449,657        52,785,501        53,846,181
Due after ten years ..................         2,000,000         1,959,588        18,418,030        18,752,750
                                            ------------      ------------      ------------      ------------
                                            $  5,942,604      $  6,023,175      $109,771,086      $113,260,086
                                            ============      ============      ============      ============
</TABLE>

     Proceeds from sales of investments in fixed  maturities  were  $56,949,635,
$36,701,082 and $35,352,716 in 1995, 1994 and 1993, respectively. Gross gains of
$578,810  and gross  losses of  $205,228  were  realized on those sales in 1995.
Gross gains of $85,827 and gross losses of $345,814 were realized on those sales
in 1994.  Gross gains of $397,829 and gross  losses of $79,457 were  realized on
those sales in 1993.

     (d)  Recognition  of  Revenue,  Policyholder  Account  Balances  and Policy
Benefits

          Traditional Ordinary Life and Health

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

                                       28
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

          Universal Life and Variable Life

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

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

          Annuities

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

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

     (f) Reclassifications. Certain reclassifications have been made to the 1993
and 1994 Financial Statements in order to conform to the 1995 presentation.

                                       29
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 3 -- Fair Value of Financial Instruments

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

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

Note 4 -- Retirement Plans

     The Company has a  non-contributory  profit sharing plan for the benefit of
its  employees  which  provides for  retirement  benefits  based upon  earnings.
Vesting of  benefits  is based upon years of  service.  The Company did not make
profit sharing contributions in 1995, 1994 and 1993.

     The Company also has a non-contributory  retirement plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$375,000 in 1995,  $312,000 in 1994 and $292,000 in 1993. The accrued  liability
of  approximately  $2,621,000 in 1995 and  $2,415,000 in 1994 was  sufficient to
cover the value of benefits provided by the plan.

Note 5 -- Commitments and Contingent Liabilities

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

     (a) The  Company's  maximum  retention  on any one  life is  $100,000.  The
Company  reinsures  a portion of its risk with  other  insurance  companies  and
reserves are reduced by the amount of reserves  for such  reinsured  risks.  The
Company is liable  for any  obligations  which any  reinsurance  company  may be
unable to meet.  The Company  had  reinsured  approximately  10% of its net life
insurance  in force at December 31,  1995,  1994 and 1993.  The Company also had
assumed reinsurance  amounting to approximately 20%, 21% and 22% of its net life
insurance in force at the respective year ends. None of these  transactions  had
any material effect on the Company's operating results.

     (b) The Company and certain  affiliates share office space, data processing
facilities and management  personnel.  Charges for these services are based upon
space  occupied,  usage of data  processing  facilities  and time  allocated  to
management. During the years ended December 31, 1995, 1994 and 1993, the Company
paid  approximately  $1,282,000,  $1,099,000 and $1,187,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$196,000  in  1993  for  its  share  of the  cost  of  the  branch  offices  and
approximately  $8,739,000 in 1995, $6,651,000 in 1994,and $5,510,000 in 1993 for
commissions relating to the sale of its products.

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

                                       30
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 6 -- Adjustments Made to Statutory Accounting Practices

     Note 1 describes some of the common differences between statutory practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1995,  1994 and 1993 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                            Net Income                          Capital Shares and Surplus
                                                      Year Ended December 31                         at December 31
                                             ----------------------------------------    -----------------------------------------
                                                1995           1994           1993           1995          1994           1993
                                             ----------     ----------     ----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>           <C>            <C>            <C>        
Reported on a statutory basis ...........    $3,593,786     $2,205,814     $1,682,537    $21,600,537    $18,020,531    $15,933,807

Adjustments:
  Deferred policy acquisition costs (b) .      (554,677)      (434,228)      (274,329)    17,318,214     19,321,891     19,006,119
  Future policy benefits (a) ............       422,387        727,849        669,990     (2,912,483)    (3,334,870)    (4,062,719)
  Deferred income taxes .................       376,000        352,000      1,261,435         12,000      1,884,000     (1,322,799)
  Premiums due and deferred (e) .........        80,133         70,968         11,558     (1,444,568)    (1,524,702)    (1,595,669)
  Cost of colletion and other statutory
    liabilities .........................       (16,318)       (32,454)         8,598         49,267         65,585         98,039
  Non-admitted assets ...................            --             --             --        395,758        385,500        423,038
  Asset valuation reserve ...............            --             --             --      1,016,830        901,041        744,264
  Interest maintenance reserve ..........       (40,804)       (71,048)      (222,809)       200,690         (5,070)       325,965
  Gross unrealized holding gains (losses)
    on available-for-sale securities ....            --             --             --      3,544,000     (4,517,000)     4,623,799
  Net realized capital gains (losses)  ..       373,582       (259,987)       262,712             --             --             --
  Other .................................       (14,750)           148          1,473             --             --             --
                                                625,553        353,248      1,718,628     18,179,708     13,176,375     18,240,037

In accordance with generally accepted
  accounting principles .................    $4,219,339     $2,559,062     $3,401,165    $39,780,245    $31,196,906    $34,173,844

Per share, based on 534,350 shares
  outstanding ...........................         $7.90          $4.79          $6.36         $74.45         $58.38         $63.95
</TABLE>

                                       31
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

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

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

<TABLE>
<CAPTION>
          Distribution of Liabilities*                            Basis of Assumptions
- --------------------------------------------------------------------------------------------------------
                                      Years
       1995              1994        of Issue          Interest                 Mortality Table               Withdrawal
- -----------------    -----------   ------------      -------------    ----------------------------------      ----------
Non-par:
<S>                  <C>           <C>               <C>              <C>                                     <C>      
      $ 1,722,604    $ 1,721,636   1962-1967         4 1/2%           1955-60 Basic Select plus Ultimate      Linton B
        5,668,858      5,764,026   1968-1988         5 1/2%           1955-60 Basic Select plus Ultimate      Linton B
        2,574,079      2,583,886   1984-1988         7 1/2%           85% of 1965-70 Basic Select             Modified
                                                                        plus Ultimate                         Linton B
                                                                      
           74,055         62,830   1989-Present      7 1/2%           1975-80 Basic Select plus Ultimate      Linton B
          109,919         99,022   1989-Present      7 1/2%           1975-80 Basic Select plus Ultimate      Actual
           39,885         41,021   1989-Present      8%               1975-80 Basic Select plus Ultimate      Actual
       31,896,847     31,043,074   1985-Present      6%               Accumulation of Funds                   --
Par:                                                                  
                                                                      
          224,307        232,295   1966-1967         4 1/2%           1955-60 Basic Select plus Ultimate      Linton A
       13,557,033     13,696,383   1968-1988         5 1/2%           1955-60 Basic Select plus Ultimate      Linton A
          988,555      1,037,503   1981-1984         7 1/4%           90% of 1965-70 Basic Select
                                                                        plus Ultimate                         Linton B
                                                                      
        4,713,069      4,634,783   1983-1988         9 1/2%           80% of 1965-70 Basic Select
                                                                        plus Ultimate                         Linton B
                                                                      
       12,459,045      9,922,152   1990-Present      8%               66% of 1975-80 Basic Select
                                                                        plus Ultimate                         Linton B
                                                                      
Annuities:                                                            
                                                                      
       25,202,605     32,707,541   1976-Present      5 1/2%           Accumulation of Funds                   --
Miscellaneous:                                                        
       15,161,153     12,776,574   1962-Present      2 1/2%-3 1/2%    1958-CSO                                None
</TABLE>
- ----------

*    The above amounts are before  deduction of deferred  premiums of $1,017,841
     in 1995 and $1,065,962 in 1994.

     (b) The  costs of  acquiring  new  business,  principally  commissions  and
related agency expenses, and certain costs of issuing policies,  such as medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions  which  were  used  for  computing  liabilities  for  future  policy
benefits.  Amortization of $1,672,429 in 1995, $1,573,216 in 1994 and $1,528,876
in 1993 was charged to operations.

     (c) Participating  business  represented 11.1% and 11.9% of individual life
insurance in force at December 31, 1995 and 1994, respectively.

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

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

     (d) New York State  insurance  law  prohibits  the payment of  dividends to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was  $11,815,645,  $8,235,339  and $6,148,130 at December
31, 1995, 1994 and 1993, respectively.

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

                                       32
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 7 -- Federal Income Taxes

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

     Retained  earnings at December  31, 1995  included  approximately  $146,000
which is  defined  as  "policyholders'  surplus"  and may be  subject to Federal
income  tax  at  ordinary  corporate  rates  under  certain  future  conditions,
including distributions to stockholders.

     The Company adopted  Statement of Financial  Accounting  Standards No. 109,
"Accounting For Income Taxes" ("SFAS 109"),  effective January 1, 1993. SFAS 109
is an asset and liability approach that requires the recognition of deferred tax
assets and liabilities  for the expected future tax  consequences of events that
have been  recognized  in the  Company's  financial  statements  or tax returns.
Financial  statements  for the prior years were not restated and the  cumulative
effect of the accounting  change as of January 1, 1993 was to increase  earnings
by  $540,000.  This amount is reflected  in the 1993  accompanying  Statement of
Income  as the  cumulative  effect  of a  change  in  accounting  principle.  It
primarily  represents  the impact of  adjusting  deferred  taxes to reflect  the
current tax rate of 34% as opposed to the tax rates that were in effect when the
deferred taxes were originally recorded.

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

<TABLE>
<CAPTION>
                                                                               1995           1994
                                                                           -----------    -----------

<S>                                                                        <C>            <C>         
Policyholder dividend provision........................................    $  (323,612)   $  (309,818)
Non-qualified agents' pension plan reserve .............................    (1,044,728)      (967,466)
Deferred policy acquisition costs ......................................     2,968,214      3,521,550
Future policy benefits .................................................    (2,639,345)    (2,862,789)
Bond discount ..........................................................        27,842         20,182
Unrealized holding gains (losses) on Available-For-Sale Securities .....       967,000     (1,281,000)
Other ..................................................................        32,629         (4,659)
                                                                           -----------    -----------
                                                                           $   (12,000)   $(1,884,000)
                                                                           ===========    ===========
</TABLE>

     The currently  payable Federal Income tax provision of $838,000 for 1994 is
net of a $102,000  Federal tax benefit  resulting from a capital loss carry back
of $259,987.

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

                                                         1995    1994     1993
                                                         ----    ----     ----
Application of statutory tax rate ....................    34%     34%      34%
Special tax deduction for life insurance companies ...    --     (18)     (16)
Other ................................................    --      --        2
                                                          ---     ---      ---
                                                          34%     16%      20%
                                                          ===     ===      ===

                                       33
<PAGE>


                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A

                            PART C: OTHER INFORMATION

ITEM 24. Financial Statement and Exhibits

       (a)    Financial Statements:

   
              The financial statements for the period ending December 31, 1995
              for First Investors Life Insurance Company and First Investors
              Life Variable Annuity Fund A, are included in Part B, except
              Condensed Financial Information on Accumulation Unit Values, which
              is included in Part A.
    

       (b)    Exhibits:

              1.(1)  Resolution of the Board of Directors of First Investors
                     Life Insurance Company creating the Separate Account

              2.(1)  Safekeeping Agreement between First Investors Life
                     Insurance Company and United States Trust Company of New
                     York

              3.     Distribution Contracts:

                     a.(2)  Underwriting Agreement between First Investors Life
                            Insurance Company and First Investors Corporation
                            dated April 16, 1987

                     b.(1)  Specimen agreement between First Investors
                            Corporation and dealers and salesman

                     c.(1)  Schedules of sales commissions

              4.(1)  Specimen Individual Variable Annuity Contracts issued by
                     the Company for participation in the Separate Account

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

              6.     a.(1)  Articles of Incorporation of First Investors Life
                            Insurance Company

                     b.(1)  By-laws of First Investors Life Insurance Company

              7.     Not applicable

                                       C-1

<PAGE>

              8.     Not applicable

              9.(4)  Opinion of counsel

             10.     a.     Consent of Independent Public Accountants

                     b.(3)  Powers of Attorney

             11.     Not applicable

             12.     Not applicable

             13.     Performance Calculations

             14.     Not applicable

- ----------

1    Incorporated by reference from Registrant's Registration Statement (File
     No. 2-66295) filed with the Commission on or about December 19, 1979.

2    Incorporated by reference from Post-Effective Amendment No. 11 to
     Registrant's Registration Statement (File No. 2-66295) filed with the
     Commission on or about April 24, 1987.

3    Incorporated by reference from Post-Effective Amendment No. 18 to
     Registrant's Registration Statement (File No. 2-66295) filed with the
     Commission on April 30, 1993.

4    Incorporated by reference from Registrant's Rule 24f-2 Notice for its
     fiscal year ending December 31, 1995 filed with the Commission on February
     27, 1996.

ITEM 25. Directors and Officers of First Investors Life Insurance Company

                                                 Position and Office
Name and Principal                               with First Investors
Business Address                                 Life Insurance Company
- ----------------                                 ----------------------
Lawrence M. Falcon                               Senior Vice President
95 Wall Street                                   and Comptroller
New York, NY  10005

Richard H. Gaebler                               President and Director
95 Wall Street
New York, NY  10005

Jay G. Baris                                     Director
919 Third Avenue
New York, NY  10022

                                       C-2

<PAGE>

                                                 Position and Office
Name and Principal                               with First Investors
Business Address                                 Life Insurance Company
- ----------------                                 ----------------------
William H. Drinkwater                            First Vice President
95 Wall Street                                   and Chief Actuary
New York, NY  10005

George V. Ganter                                 Director
95 Wall Street
New York, NY 10005

Glenn O. Head                                    Chairman and Director
95 Wall Street
New York, NY  10005

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

Carol Lerner Brown                               Secretary
95 Wall Street
New York, NY  10005

Jackson Ream                                     Director
NCNB Texas National Bank
P.O. Box 225961
Dallas, TX  75265

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

Robert J. Grosso                                 Director
95 Wall Street
New York, NY 10005

John T. Sullivan                                 Director
95 Wall Street
New York, NY  10005

Kathryn S. Head                                  Director
581 Main Street
Woodbridge, NJ  07049

Ada M. Suchow                                    Vice President
95 Wall Street
New York, NY  10005

                                       C-3

<PAGE>

                                                 Position and Office
Name and Principal                               with First Investors
Business Address                                 Life Insurance Company
- ----------------                                 ----------------------
William M. Lipkus                                Chief Accounting Officer
95 Wall Street
New York, NY  10005

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

     There are no persons directly or indirectly controlled by or under common
control with the Registrant. Set forth below are all persons controlled by or
under common control with First Investors Life Insurance Company:

     Route 33 Realty Corporation (New Jersey). Ownership: 100% by First
     Investors Life Insurance Company; Principal Business: Real Estate;
     Subsidiary of First Investors Life Insurance Company.

     First Investors Consolidated Corporation (FICC) (Delaware). Ownership:
     Glenn O. Head and Julie W. Grayson (as executrix of the Estate of David D.
     Grayson) are controlling persons of the voting stock; Principal Business:
     Holding Company; Parent of First Investors Life Insurance Company.

     Administrative Data Management Corp. (New York). Ownership: 100% owned by
     FICC; Principal Business: Transfer Agent; Affiliate of First Investors Life
     Insurance Company.

     Executive Investors Management Company, Inc. (Delaware). Ownership: 100%
     owned by FICC; Principal Business: Investment Advisor; Affiliate of First
     Investors Life Insurance Company.

     First Investors Asset Management Company, Inc. (Delaware). Ownership: 100%
     owned by FICC; Principal Business: Investment Advisor; Affiliate of First
     Investors Life Insurance Company.

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

     First Investors Leverage Corporation (New York). Ownership: 100% owned by
     FICC; Principal Business: Inactive; Affiliate of First Investors Life
     Insurance Company.

                                       C-4

<PAGE>

     First Investors Management Company, Inc. (New York). Ownership: 100% of
     voting common stock owned by FICC; Principal Business: Investment Advisor;
     Affiliate of First Investors Life Insurance Company.

     First Investors Realty Company, Inc. (New Jersey). Ownership: 100% owned by
     FICC; Principal Business: Real Estate; Affiliate of First Investors Life
     Insurance Company.

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

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

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

     First Investors Credit Corporation (New Jersey). Ownership: 100% owned by
     FFSB; Principal Business: Inactive; Affiliate of First Investors Life
     Insurance Company.

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

     Real Property Development Corporation (New Jersey). Ownership: 100% owned
     by FICC; Principal Business: Real Estate; Affiliate of First Investors Life
     Insurance Company.

     First Investors Credit Funding Corporation (New York). Ownership: 100%
     owned by FICC; Principal Business: Sells commercial paper; Affiliate of
     First Investors Life Insurance Company.

     School Financial Management Services, Inc. (Ohio). Ownership: 100% owned by
     FICC; Principal Business: Tuition assistance program; Affiliate of First
     Investors Life Insurance Company.

ITEM 27. Number of Contractowners

   
     As of February 12, 1996, the number of owners of variable annuity contracts
offered by First Investors Life Variable Annuity Fund A was 1,620.
    

                                       C-5

<PAGE>

ITEM 28. Indemnification

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

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

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

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

ITEM 29. Principal Underwriters

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

         First Investors Cash Management Fund, Inc.
         First Investors Fund For Income, Inc.
         First Investors Series Fund
         First Investors Government Fund, Inc.
         First Investors High Yield Fund, Inc.
         First Investors Global Fund, Inc.
         First Investors Multi-State Insured Tax Free Fund
         First Investors New York Insured Tax Free Fund, Inc.
         First Investors Insured Tax Exempt Fund, Inc.
         First Investors Tax-Exempt Money Market Fund, Inc.

                                       C-6

<PAGE>

          First Investors U.S. Government Plus Fund
          First Investors Series Fund II, Inc.

     First Investors Corporation is Sponsor of:

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

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

     First Investors Single Payment and Periodic Payment Plans for Investment in
          First Investors Fund For Income, Inc.

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

     First Investors Periodic Payment Plans for Investment in First Investors
          High Yield Fund, Inc.

     First Investors Single Payment and Periodic Payment Plans for the
          Accumulation of Shares of First Investors Global Fund, Inc.

     First Investors Single Payment and Periodic Payment Plans for Investment in
          First Investors Insured Tax Exempt Fund, Inc.

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

Name and Principal                          Position and Office with
Business Address                            First Investors Corporation
- ----------------                            ---------------------------
Glenn O. Head                               Chairman of the Board and Director
95 Wall Street
New York, NY  10005

Lawrence A. Fauci                           Senior Vice President and Director
95 Wall Street
New York, NY  10005

Kathryn S. Head                             Vice President, Chief Financial
581 Main Street                             Officer and Director
Woodbridge, NJ  07095

Joseph I. Benedek                           Treasurer
581 Main Street
Woodbridge, NJ  07095

Louis Rinaldi                               Senior Vice President
581 Main Street
Woodbridge, NJ  07095

Jeremiah J. Lyons                           Director
56 Weston Avenue
Chatham, NJ 07928

                                       C-7

<PAGE>

Name and Principal                          Position and Office with
Business Address                            First Investors Corporation
- ----------------                            ---------------------------
Frederick Miller                            Vice President
581 Main Street
Woodbridge, NJ  07095

Larry R. Lavoie                             Secretary and General Counsel
95 Wall Street
New York, NY  10005

Marvin M. Hecker                            President
95 Wall Street
New York, NY  10005

Howard M. Factor                            Vice President
95 Wall Street
New York, NY  10005

Matthew Smith                               Vice President
581 Main Street
Woodbridge, NJ  07095

Anne Condon                                 Vice President
581 Main Street
Woodbridge, NJ  07095

Robert J. Murphy                            Comptroller
581 Main Street
Woodbridge, NJ  07095

John T. Sullivan                            Director
95 Wall Street
New York, NY  10005

Jane W. Kruzan                              Director
15 Norwood Avenue
Summit, NJ 07901-0493

Roger L. Grayson                            Director
95 Wall Street
New York, NY 10005

     (c) Not Applicable

ITEM 30. Location of Accounts and Records

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

                                       C-8

<PAGE>

Investors Life Insurance Company, 95 Wall Street, New York, New York 10005.

ITEM 31. Management Services

     Not applicable.

ITEM 32. Undertakings

     Registrant hereby makes the following undertakings:

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

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

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

                                       C-9

<PAGE>

                                INDEX TO EXHIBITS

   
Exhibit
Number                                      Description
- ------                                      -----------

99.N4.10                                    Consent of Accountants

99.N4.13                                    Performance calculations
    
                                      C-10

<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
22nd day of April, 1996.
    

                                       FIRST INVESTORS LIFE VARIABLE
                                         ANNUITY FUND A
                                       (Registrant)

                                       By  /s/ RICHARD H. GAEBLER
                                           -------------------------------
                                           Richard H. Gaebler, President
                                           First Investors Life Insurance
                                           Company


                                       FIRST INVESTORS LIFE INSURANCE
                                         COMPANY
                                       (Depositor)

                                       By  /s/ RICHARD H. GAEBLER
                                           -------------------------------
                                           Richard H. Gaebler
                                           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:

<TABLE>
<CAPTION>
         SIGNATURE                               TITLE                                   DATE
         ---------                               -----                                   ----

<S>                                      <C>                                         <C> 
/s/ Richard H. Gaebler                   President and Director                      April 22, 1996
- -------------------------
Richard H. Gaebler

/s/ Lawrence M. Falcon                   Senior Vice President                       April 22, 1996
- -------------------------                  and Comptroller
Lawrence M. Falcon       
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                      <C>                                         <C> 
Glenn O. Head*                           Chairman and Director                       April 22, 1996
Jay G. Baris*                            Director                                    April 22, 1996
George V. Ganter*                        Director                                    April 22, 1996
Robert J. Grosso*                        Director                                    April 22, 1996
Scott Hodes*                             Director                                    April 22, 1996
Jackson Ream*                            Director                                    April 22, 1996
Nelson Schaenen Jr.*                     Director                                    April 22, 1996
John T. Sullivan*                        Director                                    April 22, 1996
Kathryn S. Head*                         Director                                    April 22, 1996



* By:  /s/ RICHARD H. GAEBLER
       --------------------------
       Richard H. Gaebler
       Attorney-In-Fact
       Pursuant to Power of
       Attorney previously filed
</TABLE>


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

     We hereby  consent  to the use in  Post-Effective  Amendment  No. 21 to the
Registration  Statement  on Form N-4  (File No.  2-66295)  of our  report  dated
February  19, 1996  relating to the December 31, 1995  financial  statements  of
First  Investors Life Variable  Annuity Fund A and our report dated February 19,
1996 relating to the December 31, 1995 financial  statements of First  Investors
Life Insurance Company, which are included in said Registration Statement.

                                        /s/Tait, Weller & Baker

                                        TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 22, 1996


SEC STANDARDIZED TOTAL RETURNS

Average  Annual  Total  Return and Total  Return for First  Investors  Funds are
calculated using the following standardized formula:

Average Annual
     Total Return = ((ERV/P)) - 1

     Total Return = ((ERV - P)/P)


WHERE:    ERV = Ending  redeemable  value of  a  hypothetical  $1,000 investment
                made at the beginning of 1, 5, or 10 year periods (or fractional
                period thereof.)

            P = a hypothetical initial investment of $1,000

            N = number of years

The following  table lists the  information  used to calculate the  standardized
average  annual total return and total return for First  Investors  Special Bond
Fund, Inc. as of December 31, 1995.

                                                      AVE. ANNUAL        TOTAL
                  ERV            P          N        TOTAL RETURN       RETURN
                  ---            -          -        ------------       ------
 1 year:       $1,123.10      $1,000       1.00          12.31%          12.31%
 5 years:      $2,042.80      $1,000       5.00          15.36%         104.28%
10 years:      $2,559.40      $1,000      10.00           9.85%         155.94%

<PAGE>

     NAV Only Total Returns

Average  Annual  Total  Return and Total  Return for First  Investors  Funds are
calculated using the following standardized formula:

Average Annual
     Total Return = ((ERV/P)) - 1

     Total Return = ((ERV - P)/P)


WHERE:    ERV = Ending  redeemable  value of  a  hypothetical  $1,000 investment
                made at the beginning of 1, 5, or 10 year periods (or fractional
                period thereof.)

            P = a hypothetical initial investment of $1,000

            N = number of years

The following table lists the  information  used to calculate the average annual
total return and total return for First Investors  Special Bond Fund, Inc. as of
December 31, 1995.

                                                      AVE. ANNUAL        TOTAL
                  ERV            P          N        TOTAL RETURN       RETURN
                  ---            -          -        ------------       ------
 1 year:       $1,207.60      $1,000       1.00          20.76%          20.76%
 5 years:      $2,196.70      $1,000       5.00          17.04%         119.67%
10 years:      $2,752.40      $1,000      10.00          10.65%         175.24%


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission