FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A, 485BPOS, 1997-04-28

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A
485BPOS, 1997-04-28

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As filed with the Securities and Exchange Commission on April 28, 1997

Registration No. 2-66295
811-2982
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------

F O R M N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 22

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 22
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 30, 1997 pursuant
to paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of securities under the
Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for its fiscal year
ending December 31, 1996 on February 26, 1997.

C-1
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FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A

CROSS-REFERENCE SHEET

N-4 Item No. Location
- ------------ --------
PART A: PROSPECTUS

1. Cover Page.............................. Cover Page
2. Definitions............................. Glossary of Special Terms
3. Synopsis................................ Fee 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

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.

C-2

<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"). The
Contracts are designed for individual investors who desire to accumulate capital
on a tax-deferred basis for retirement or other long-term purposes. The
Contracts may be purchased on a nonqualified basis. The Contracts may also be
purchased through (1) qualified individual retirement accounts and (2) qualified
corporate employee pension and profit-sharing plans. The Contracts offered are
flexible premium deferred annuity contracts ("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 30, 1997, 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. Additional information
about Separate Account A has been filed with the Securities and Exchange
Commission.

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 30, 1997

<PAGE>

PROSPECTUS
TABLE OF CONTENTS

GLOSSARY OF SPECIAL TERMS....................................................3
FEE TABLE....................................................................4
CONDENSED FINANCIAL INFORMATION..............................................5
GENERAL DESCRIPTION..........................................................5
First Investors Life Insurance Company.................................5
Separate Account A.....................................................5
The Fund...............................................................6
Adviser................................................................6
Underwriter............................................................6
Voting Rights..........................................................6
PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES..................................7
Purchase Payments......................................................7
Deductions from Purchase Payments......................................7
Deduction Table........................................................8
Exchange Privilege.....................................................8
Mortality and Expense Risk Charges.....................................8
Administrative Charge..................................................9
Other Charges..........................................................9
Expenses...............................................................9
VARIABLE ANNUITY CONTRACTS...................................................9
Deferred Variable Annuities--Accumulation Period......................10
Annuity Period........................................................10
Death Benefit During the Accumulation Period..........................12
Surrender and Termination (Redemption) During
the Accumulation Period.............................................12
Death of Contractowner................................................13
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
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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 and 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 ("NYSE") is
open for regular trading. Each Valuation Date ends as of the close of regular
trading on the NYSE (normally 4:00 p.m., Eastern Time). The NYSE currently
observes the following holidays: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

VALUATION PERIOD - The period beginning on the date after any Valuation
Date and ending at the end of 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. . . . . . . . . . . . . . . . . . . . . . . . . 0.11%
Total Fund Operating Expenses . . . . . . . . . . . . . . . . . . 0.86%*

* The Fund has an expense offset arrangement that may reduce the Fund's
custodian fee based on the amount of cash maintained by the Fund with its
custodian. Any such fee reductions are not reflected under Total Fund
Operating Expenses.

For more complete descriptions of the various costs and expenses shown in
the Fee 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").

EXAMPLE
If you surrender your Contract at
the end of the applicable time period: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

You would pay the following expenses
on a $1,000 investment, assuming 5%
annual return on assets: .............. $85 $117 $151 $248

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.

4
<PAGE>

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, 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
December 31, 1996 4.46562 8,254,269.6

GENERAL DESCRIPTION

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

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
segregated from the assets of First Investors Life, and that portion of such
assets having a value equal to, or approximately equal to, the reserves and
contract liabilities under the Contracts are not chargeable with liabilities
arising out of any other business of First Investors Life. Separate Account A is
registered with the Securities and Exchange Commission ("Commission") as a unit
investment trust under the Investment Company Act of 1940, as amended (the "1940
Act"), but such registration does not involve any supervision by the Commission
of the management or investment practices or policies of Separate Account 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

5
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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 for any changes and
provide, when required, the appropriate notification to Contractowners prior to
making such changes. Examples of the changes First Investors Life may make
include, but are not limited to:

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

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

. 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.

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 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 Contracts 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 Contract funded by the underlying mutual
fund unless a current Prospectus of the Fund has been delivered.

ADVISER. First Investors Management Company, Inc. (the "Adviser"), an
affiliate of First Investors Life, is the investment adviser of the Fund. The
Adviser supervises and manages the investments and operations of the Fund. The
Adviser is a New York corporation located at 95 Wall Street, New York, New York
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. First Investors Life will vote the shares of the Fund held
in Separate Account A or directly, at any Fund shareholders meeting, in
accordance with its view of present law. It will vote Fund shares held in
Separate Account A as follows: shares attributable to Contractowners for which
it receives

6
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instructions, in accordance with the instructions; shares attributable to
Contractowners for which it does not receive instructions, in the same
proportion that it votes shares held in the Separate Account for which it
receives instructions; and shares not attributable to Contractowners, in the
same proportion that it votes shares held in the Separate Account that are
attributable to Contractowners and for which it receives instructions. It will
vote Fund shares held directly in the same proportion that it votes shares held
in the Separate Account that are attributable to Contractowners and for which it
receives instructions. All of the shares of the Fund held by First Investors
Life through the Separate Account or directly will be presented at any Fund
shareholders meeting for purposes of determining a quorum.

Prior to the Annuity Commencement Date, the number of Fund shares held in
the Separate Account that is attributable to each Contractowner is determined by
dividing the Separate Account's Accumulated Value by the net asset value of one
Fund share. After the Annuity Commencement Date, the number of Fund shares held
in the Separate Account that is attributable to each Contractowner is determined
by dividing the reserve held in the Separate Account for the variable annuity
payment under the Contract by the net asset value of one Fund share. As this
reserve fluctuates, the number of votes fluctuates. The number of votes that a
Contractowner has the right to cast will be determined as of the record date
established by Life Series Fund.

Voting instructions will be solicited by written communication prior to
the date of the meeting at which votes are to be cast. Each Contractowner having
a voting interest in the Separate Account will be sent meeting and other
materials relating to the Fund.

First Investors Life reserves the right to proceed other than as described
above, including the right to vote shares of the Fund in its own right, to the
extent permitted by law.

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.

Initial purchase payments will be credited to a Contractowner's Account on
the Valuation Date they are received by First Investors Life, provided that
First Investors Life has received a duly completed application. Additional
payments will be credited to a Contractowner's Account on the Valuation Date
they are received 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 based upon the next computed value of an Accumulation Unit
following receipt by First Investors Life at its Executive Office or other
designated office. Accumulation Units are valued at the end of each Valuation
Date (i.e., as of the close of regular trading on the NYSE, normally 4:00 p.m.,
Eastern Time).

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

7
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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

SALES CHARGE AS % OF CONCESSION TO
OFFERING NET AMOUNT DEALERS AS % OF
AMOUNT OF INVESTMENT PRICE* INVESTED OFFERING PRICE
- -------------------- --------- ------------ ---------------
Less than $25,000.................... 7.00% 7.53% 5.75%
$25,000 but under $50,000............ 6.25 6.67 5.17
$50,000 but under $100,000........... 4.75 4.99 3.93
$100,000 but under $250,000.......... 3.50 3.63 2.90
$250,000 but under $500,000.......... 2.50 2.56 2.19
$500,000 but under $1,000,000........ 2.00 2.04 1.67
$1,000,000 or over................... 1.50 1.52 1.24

- ----------
* Assumes that 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 eleven 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 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 risks.
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. First Investors Life also assumes mortality risk as a result of its
guarantee of a minimum payment in the event the Annuitant or the Contractowner
named in the original application for the Contract dies prior to the Annuity
Commencement Date.

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

8
<PAGE>

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.

EXPENSES. The total expenses of Separate Account A for the fiscal year
ended December 31, 1996 amounted to $276,587 or 0.74% 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 Deferred 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 surrendered 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 plan.

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.

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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 based upon the next computed value of
an Accumulation Unit following receipt of the purchase payment by First
Investors Life at its Executive Office 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 Annuity Commencement Date may not be deferred
beyond the first day of the calendar month following the Annuitant's 85th
birthday, or 90th birthday, where such later date is permitted. If no other date
is elected, annuity payments will commence on the first day of the calendar
month following the Annuitant's 85th birthday, or 90th birthday, where such
later date is permitted.

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

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<PAGE>

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 last payment due prior
to the death of the survivor.

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

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<PAGE>

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 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 amount of the Death
Benefit plus any interest at the current settlement option rate then in effect
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. For any partial or full surrender, the
deduction will be based upon the next computed value of an Accumulation Unit
following receipt of the request 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 seven days. However, First Investors Life may postpone
such payment during any period when (a) trading on the NYSE is restricted as
determined by the Commission or the NYSE is closed for other than weekends and
holidays, (b) the Commission has by order permitted such suspension or (c) an
emergency, as defined by the rules of the

12
<PAGE>

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 ("Annuity Commencement 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 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 for use by individuals who desire to accumulate
capital on a tax-deferred basis for retirement or other long-term purposes. The
Contracts may be purchased on a nonqualified basis or through the following
retirement plans qualified for special tax treatment under the Code (1)
individual retirement accounts and (2) qualified corporate employee pension and
profit sharing plans.

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

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<PAGE>

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 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, which is ordinarily the amount of
purchase payments made under the Contract with certain adjustments, will be
excluded from gross income. The investment in the Contract is divided by the
Contractowner's life expectancy or other period for which annuity payments are
expected to be made, in the case of variable annuity payments, and by the
expected return, in the case of fixed annuity payments, 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

14
<PAGE>

guidance by a ruling or regulation. It is not clear what this additional
guidance would provide, nor whether it would be applied on a retroactive basis.
First Investors Life reserves the right to amend the Contracts in any
appropriate way and take other action 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 the Contract's
Accumulated Value exceeds the investment in the Contract, (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 calendar year will be treated as one annuity contract.
Contractowners should consult their tax advisors before purchasing more than one
Contract during any calendar year.

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.

15
<PAGE>

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. 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.

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<PAGE>

TABLE OF CONTENTS
OF THE STATEMENT OF ADDITIONAL
INFORMATION

ITEM PAGE
---- ----
General Description............................................... 2
Services.......................................................... 2
Annuity Payments.................................................. 3
Other Information................................................. 5
Performance Information........................................... 5
Relevance of Financial Statements................................. 7
Appendices........................................................ 8
Financial Statements.............................................. 13

APPENDIX I

STATE AND LOCAL TAXES*

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

Note: 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.

<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 30, 1997

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 30, 1997, which may be obtained at no cost by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005, or by telephoning (212) 858-8200.

TABLE OF CONTENTS

Page

General Description.......................................... 2
Services..................................................... 2
Annuity Payments............................................. 3
Other Information............................................ 5
Performance Information...................................... 5
Relevance of Financial Statements............................ 7
Appendices................................................... 8
Financial Statements......................................... 13

1
<PAGE>

GENERAL DESCRIPTION

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

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. First
Investors Life pays Tait, Weller & Baker a fee for serving as the independent
accountants for Separate Account A which is set by the Audit Committee of the
Board of Directors of First Investors Life.

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.

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

2
<PAGE>

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

For the fiscal years ended December 31, 1994, 1995 and 1996, the Fund paid
the Adviser $294,179, $277,740, and $271,569, 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, 1994, 1995 and 1996, FIC received fees of $13,872, $11,406 and $5,165,
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.

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

(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.

3
<PAGE>

(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 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.

4
<PAGE>

OTHER INFORMATION

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

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

5
<PAGE>

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, 1996 calculated using the offering price for Separate Account A is
set forth in the tables below:

AVERAGE ANNUAL TOTAL RETURN*

One Year 3.81%
Five Years 9.73
Ten Years 7.75

TOTAL RETURN*

One Year 3.81%
Five Years 59.09
Ten Years 110.93

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 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, 1996 for Separate Account
A is set forth in the tables below:

AVERAGE ANNUAL TOTAL RETURN*

One Year 11.62%
Five Years 11.33
Ten Years 8.54

TOTAL RETURN*

One Year 11.62%
Five Years 71.04
Ten Years 126.88

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 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 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%.

6
<PAGE>

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 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.

7
<PAGE>

APPENDICES

8
<PAGE>

APPENDIX I

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

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

<TABLE>
<CAPTION>
Where:
<S> <C>
A = The Net Asset Value of a Fund share, plus dividends accrued but not
reinvested, as of the end of the current Valuation Period.
Assume............................................................................. = $8.51000000
B = The per share amount of any dividend or capital gains distribution reinvested
since the end of the immediately preceding Valuation Period.
Assume............................................................................. = 0
C = The Net Asset Value of a Fund share, plus dividends accrued but not reinvested,
as of 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 - .00002054........................... = 1.01428220
--------------
8.39000000
</TABLE>

EXAMPLE B
FORMULA AND ILLUSTRATION FOR DETERMINING
ACCUMULATION UNIT VALUE OF A SUBACCOUNT
OF SEPARATE ACCOUNT A
<TABLE>
<CAPTION>
Accumulation Unit Value = A x B Where:
<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............................................................................. = 1.01428220

Then, the Accumulation Unit Value = $1.46328760 x 1.01428220........................... = 1.48418657

</TABLE>

9
<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 - (CxD), if A is greater than CxD
- -
B B
Where:

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

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

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

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

Then the number of Annuity Units Payable:

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

= 18,458.18554633 - 3,498.44665320

= 14,959.73889313

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

14,959.73889313 x $1.12173107 = $16,780.80

10
<PAGE>

APPENDIX III

EXAMPLE A

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

Annuity Unit Value = A x B x C

Where:

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

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

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

Then, the Annuity Value is:

$1.10071211 x 1.00083530 x 0.99990575 = $1.10152771

EXAMPLE B

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

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

Where:

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

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

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

11
<PAGE>

EXAMPLE C

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

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

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

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

EXAMPLE D

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

Second Monthly Variable Annuity Payment = A x B

Where:

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

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

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

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

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

12
<PAGE>

Financial Statements
as of December 31, 1996

<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, 1996 and 1995, and the related statements
of income, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1996. 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, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 24, 1997

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
BALANCE SHEETS

ASSETS

DECEMBER 31, 1996 DECEMBER 31,1995
<S> <C> <C>
Investments (note 2):
Available-for-sale securities......................... $114,011,891 $ 113,815,086
Held-to-maturity securities........................... 5,549,214 5,942,604
Short term investments................................ 7,667,491 5,160,201
Policy loans.......................................... 18,865,648 17,016,692
------------ ------------

Total investments.................................. 146,094,244 141,934,583

Cash ................................................... 901,980 1,189,030
Premiums and other receivables, net of allowances of
$30,000 in 1996 and 1995.............................. 3,998,210 4,334,595
Accrued investment income............................... 2,903,566 2,833,561
Deferred policy acquisition costs (note 6).............. 17,547,129 17,318,214
Deferred Federal income taxes (note 7) ............. 934,000 12,000
Furniture, fixtures and equipment, at cost, less
accumulated depreciation of $925,736 in 1996 and
$800,593 in 1995..................................... 146,078 236,736
Other assets............................................ 136,302 123,509
Separate account assets................................. 465,456,848 344,568,486
------------ ------------

Total assets....................................... $638,118,357 $512,550,714
============ ============

LIABILITIES AND STOCKHOLDER'S EQUITY
<CAPTION>

LIABILITIES:
Policyholder account balances (note 6).................. $113,295,474 $113,374,173
Claims and other contract liabilities................... 12,190,281 11,289,108
Accounts payable and accrued liabilities................ 3,730,943 4,150,250
Separate account liabilities............................ 464,852,507 343,956,938
------------- ------------

Total liabilities.................................. 594,069,205 472,770,469
------------- ------------

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)................................... 644,000 1,878,000
Retained earnings ...................................... 34,370,809 28,867,902
------------- ------------

Total stockholder's equity......................... 44,049,152 39,780,245
------------- ------------

Total liabilities and stockholder's equity......... $ 638,118,357 $512,550,714
============= ============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1996 DECEMBER 31,1995 DECEMBER 31,1994
----------------- ---------------- ----------------
<S> <C> <C> <C>
REVENUES
Policyholder fees................................... $ 22,955,165 $ 19,958,420 $16,433,269
Premiums............................................ 6,725,329 7,293,719 7,630,182
Investment income (note 2).......................... 9,771,389 9,363,212 8,835,356
Realized gain (loss) on investments................. (221,025) 373,582 (259,987)
Other income........................................ 704,678 835,703 701,355
-------------- -------------- --------------

Total income..................................... 39,935,536 37,824,636 33,340,175
-------------- -------------- --------------
BENEFITS AND EXPENSES
Benefits and increases in contract liabilities...... 12,912,810 13,027,516 14,297,499
Dividends to policyholders.......................... 964,913 954,384 910,754
Amortization of deferred acquisition costs (note 6). 1,454,408 1,672,429 1,573,216
Commissions and general expenses.................... 16,287,498 15,773,968 13,513,644
-------------- -------------- --------------

Total benefits and expenses...................... 31,619,629 31,428,297 30,295,113
-------------- -------------- --------------

Income before Federal income tax ..................... 8,315,907 6,396,339 3,045,062

Federal income tax (note 7):
Current............................................. 3,099,000 2,553,000 838,000
Deferred............................................ (286,000) (376,000) (352,000)
-------------- -------------- --------------

2,813,000 2,177,000 486,000
-------------- -------------- --------------

Net Income............................................ $ 5,502,907 $ 4,219,339 $ 2,559,062
============== ============== ============

Income per share, based on 534,350 shares outstanding
$10.30 $7.90 $4.79
=============== ================= ===============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1996 DECEMBER 31,1995 DECEMBER 31, 1994
---------------- ---------------- -----------------
<S> <C> <C> <C>
Balance at beginning of year.............................. $ 39,780,245 $ 31,196,906 $ 34,173,844
Net income................................................ 5,502,907 4,219,339 2,559,062
Increase (decrease) in unrealized holding gains on
available-for-sale securities........................... (1,234,000) 4,364,000 (5,536,000)
------------ ------------- ------------
Balance at end of year.................................... $ 44,049,152 $ 39,780,245 $ 31,196,906
============ ============= ============

STATEMENTS OF CASH FLOWS

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1996 DECEMBER 31,1995 DECEMBER 31, 1994
---------------- ---------------- -----------------
<S> <C> <C> <C>
Increase (decrease) in cash:
Cash flows from operating activities:
Policyholder fees received.......................... $ 22,925,131 $ 19,374,522 $ 16,433,269
Premiums received................................... 6,413,009 6,895,096 7,366,276
Amounts received on policyholder accounts........... 105,489,481 87,156,662 63,526,544
Investment income received.......................... 9,964,169 9,360,894 8,886,847
Other receipts...................................... 55,779 69,621 46,581
Benefits and contract liabilities paid.............. (117,321,389) (101,642,156) (75,131,594)
Commissions and general expenses paid............... (20,857,687) (18,176,870) (15,252,935)
------------ ------------- -------------

Net cash provided by (used for) operating
activities....................................... 6,668,493 3,037,769 5,874,988
------------ ------------- -------------

Cash flows from investing activities:
Proceeds from sale of investment securities......... 39,062,702 58,755,827 36,751,082
Purchase of investment securities................... (44,134,604) (58,622,646) (42,164,770)
Purchase of furniture, equipment and other
assets........................................... (34,485) (128,442) (67,121)
Net increase in policy loans........................ (1,848,956) (2,330,591) (1,801,780)
Investment in Separate Account ..................... (200) (500,000) --
------------ ------------- -------------

Net cash provided by (used for) investing
activities....................................... (6,955,543) (2,825,852) (7,282,589)
------------ ------------- -------------

Net increase (decrease) in cash..................... (287,050) 211,917 (1,407,601)

Cash
Beginning of year ..................................... 1,189,030 977,113 2,384,714
------------ ------------- -------------
End of year............................................ $ 901,980 $ 1,189,030 $ 977,113
============ ============= =============
</TABLE>

The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal income tax of $3,243,000 in 1996, $2,125,000 in 1995 and $1,368,000 in
1994.

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>

Reconciliation of net income to net cash
provided by (used for) operating activities:

Net income ............................................................ $ 5,502,907 $ 4,219,339 $ 2,559,062

Adjustments to reconcile net income to net cash provided by (used for)
operating activities:
Depreciation and amortization ...................................... 130,924 141,121 122,199
Amortization of deferred policy
acquisition costs ............................................... 1,454,408 1,672,429 1,573,216
Realized investment (gains) losses ............................................. 221,025 (373,582) 259,987
Amortization of premiums and discounts on
investments ...................................................... 262,785 237,472 287,340
Deferred Federal income taxes ...................................... (286,000) (376,000) (352,000)
Other items not requiring cash - net ............................... 6,794 (112,268) (149)

(Increase) decrease in:
Premiums and other receivables, net ................................ 336,385 (433,106) (1,055,910)
Accrued investment income .......................................... (70,005) (239,790) (235,849)
Deferred policy acquisition costs, exclusive
of amortization .................................................. (1,275,323) (1,117,752) (1,138,988)
Other assets ....................................................... (18,574) 64,490 (30,882)

Increase (decrease) in:
Policyholder account balances ...................................... (78,699) (1,882,591) 2,719,458
Claims and other contract liabilities .............................. 901,173 551,392 503,025
Accounts payable and accrued liabilities ........................... (419,307) 686,615 664,479
----------- ----------- -----------

$ 6,668,493 $ 3,037,769 $ 5,874,988
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

<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.

<PAGE>

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

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1996 DECEMBER 31, 1995 DECEMBER 31,1994
<S> <C> <C> <C> <C>

Interest on fixed maturities...................... $ 8,559,429 $ 8,243,748 $ 8,091,627
Interest on short term investments................ 410,930 451,475 225,682
Interest on policy loans.......................... 1,151,681 973,242 886,465
Dividends on equity securities.................... 43,756 58,305 10,220
------------ ------------ ------------

Total investment income...................... 10,165,796 9,726,770 9,213,994
Investment expense........................... 394,407 363,558 378,638
------------ ------------ ------------

Net investment income............................. $ 9,771,389 $ 9,363,212 $ 8,835,356
============ ============ ============

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The amortized cost and estimated market values of investments at December 31, 1996 and 1995 are as
follows:

GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C>

Available-For-Sale Securities
December 31, 1996
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies .......................... $ 41,254,552 $ 569,803 $ 157,020 $ 41,667,335
Debt Securities issued by
States of the U.S. .................... 5,525,022 -- 172,264 5,352,758
Corporate Debt Securities .............. 56,013,590 1,217,747 297,752 56,933,585
Other Debt Securities .................. 9,952,727 133,266 27,780 10,058,213
------------ ---------- ------------ ------------
$112,745,891 $1,920,816 $ 654,816 $114,011,891
============ ========== ============ ============

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
============ ========== ============ ============
</TABLE>

<PAGE>

At December 31, 1996 and 1995, the Company recognized "Unrealized Holding
Gains (Losses) on Available-For-Sale Securities" of $644,000 and $1,878,000, net
of applicable deferred income taxes and amortization of deferred acquisition
costs. The change in the Unrealized Holding Gains (Losses) of ($1,234,000) ,
$4,364,000 and ($5,536,000) for 1996, 1995 and 1994, respectively is reported as
a separate component of stockholders' equity.

Held-To-Maturity Securities
December 31,1996

U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies ........... $3,439,214 $36,945 $ 10,944 $3,465,215
Corporate Debt Securities 2,000,000 -- 66,200 1,933,800
Other Debt Securities ... 110,000 -- -- 110,000
---------- ------- ---------- ----------
$5,549,214 $36,945 $ 77,144 $5,509,015
========== ======= ========== ==========

December 31,1995

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
========== ======== ========== ==========

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The amortized cost and estimated market value of debt securities at
December 31, 1996, 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.

HELD TO MATURITY AVAILABLE FOR SALE
AMORTIZED ESTIMATED AMORTIZED ESTIMATED
COST MARKET VALUE COST MARKET VALUE
<S> <C> <C> <C> <C>

Due in one year or less....................... $ 100,000 $ 100,000 $ 2,359,443 $ 2,368,650
Due after one year through five years......... 267,660 265,400 36,423,615 36,855,145
Due after five years through ten years........ 3,181,554 3,209,815 48,199,575 49,009,561
Due after ten years........................... 2,000,000 1,933,800 25,763,258 25,778,535
---------- ---------- ------------ ------------
$5,549,214 $5,509,015 $112,745,891 $114,011,891
========== ========== ============ ============
</TABLE>

Proceeds from sales of investments in fixed maturities were $39,046,422,
$56,949,635 and $36,701,082 in 1996, 1995 and 1994, respectively. Gross gains of
$185,708 and gross losses of $406,733 were realized on those sales in 1996.
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.

(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.

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
1994 and 1995 Financial Statements in order to conform to the 1996 presentation.

<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 participates in a non-contributory profit sharing plan for the
benefit of its employees and those of other wholly-owned subsidiaries of its
parent. The Plan provides for retirement benefits based upon earnings. Vesting
of benefits is based upon years of service. For the years ended December 31,
1996, 1995 and 1994, the Company charged operations approximately $100,000,
$40,000 and $ 0, respectively for its portion of the contribution.

The Company also has a non-contributory retirement plan for the benefit of
its sales agents. The plan provides for retirement benefits based upon
commission on first-year premiums and length of service. The plan is unfunded.
Vesting of benefits is based upon graduated percentages dependent upon the
number of allocations made in accordance with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$414,000 in 1996, $375,000 in 1995 and $312,000 in 1994. The accrued liability
of approximately $2,858,000 in 1996 and $2,621,000 in 1995 was sufficient to
cover the value of benefits provided by the plan.

In addition, the Company participates in a 401(k) savings plan covering
all of its eligible employees and those of other wholly-owned subsidiaries of
its parent whereby employees may voluntarily contribute a percentage of their
compensation with the Company matching a portion of the contributions of certain
employees. The amount contributed by the Company in 1996 and 1995 was not
material.

Note 5 -- Commitments and Contingent Liabilities
The Company has agreements with affiliates and non-affiliates as follows:
(a) The Company's maximum retention on any one life is $100,000. The
Company reinsures a portion of its risk with other insurance companies and
reserves are reduced by the amount of reserves for such reinsured risks. The
Company is liable for any obligations 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, 1996, 1995 and 1994. The Company also had
assumed reinsurance amounting to approximately 21%, 20% and 21% 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, 1996, 1995 and 1994, the Company
paid approximately $1,222,000, $1,282,000 and $1,099,000, respectively, for
these services. In addition, the Company reimbursed an affiliate approximately
$9,709,000 in 1996, $8,739,000 in 1995,and $6,651,000 in 1994 for commissions
relating to the sale of its products.

The Company maintains a checking account with a financial
institution, which is also a wholly-owned subsidiary of its parent. The balance
in this account was approximately $ 326,000 at December 31, 1996 and $343,000 at
December 31, 1995.

(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.

<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, 1996, 1995 and 1994 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
----------------------- ------------------------
1996 1995 1994 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>

Reported on a statutory basis.......... $5,002,533 $3,705,334 $2,205,814 $26,580,877 $21,600,537 $18,020,531
---------- ---------- ---------- ----------- ----------- -----------

Adjustments:
Deferred policy acquisition costs (b) (179,085) (554,677) (434,228) 17,547,129 17,318,214 19,321,891
Future policy benefits (a).......... 514,086 422,387 727,849 (2,398,397) (2,912,483) (3,334,870)
Deferred income taxes............... 286,000 376,000 352,000 934,000 12,000 1,884,000
Premiums due and deferred (e)....... 85,461 80,133 70,968 (1,359,107) (1,444,568) (1,524,702)
Cost of colletion and other statutory
liabilities....................... (12,283) (16,318) (32,454) 36,984 49,267 65,585
Non-admitted assets................. -- -- -- 298,731 395,758 385,500
Asset valuation reserve................ -- -- -- 1,136,664 1,016,830 901,041
Interest maintenance reserve........ (48,542) (40,804) 71,048) 6,271 200,690 (5,070)
Gross unrealized holding gains (losses) on
available-for-sale securities... -- -- -- 1,266,000 3,544,000 (4,517,000)
Net realized capital gains (losses). (221,025) 373,582 (259,987) -- -- --
Other............................... 75,762 126,298) 148 -- -- --
---------- ---------- ---------- ----------- ----------- -----------
500,374 514,005 353,248 17,468,275 18,179,708 13,176,375
---------- ---------- ---------- ----------- ----------- -----------

In accordance with generally accepted
accounting principles............... $5,502,907 $4,219,339 $2,559,062 $44,049,152 $39,780,245 $31,196,906

Per share, based on 534,350 shares
outstanding......................... $10.30 $7.90 $4.79 $82.44 $74.45 $58.38
====== ===== ===== ====== ======= ======
</TABLE>

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The following is a description of the significant policies used to adjust the
net income and capital shares and surplus from a statutory to a GAAP basis.
(a) Liabilities for future policy benefits have been computed primarily by
the net level premium method with assumptions as to anticipated mortality,
withdrawals and investment yields. The composition of the policy liabilities and
the more significant assumptions pertinent thereto are presented below:

DISTRIBUTION OF LIABILITIES* BASIS OF ASSUMPTIONS
YEARS
1996 1995 OF ISSUE INTEREST MORTALITY TABLE WITHDRAWAL
----- ---- -------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Non-par:
$ 1,655,040 $ 1,722,604 1962-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton B
5,814,885 5,668,858 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton B
2,546,702 2,574,079 1984-1988 7 1/2% 85% of 1965-70 Basic Select Modified
plus Ultimate Linton B
86,508 74,055 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Linton B
113,117 109,919 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Actual
34,185 39,885 1989-Present 8% 1975-80 Basic Select plus Ultimate Actual
31,902,122 31,896,847 1985-Present 6% Accumulation of Funds --
Par:
223,500 224,307 1966-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton A
13,357,249 13,557,033 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton A
975,132 988,555 1981-1984 7 1/4% 90% of 1965-70 Basic Select
plus Ultimate Linton B
4,772,595 4,713,069 1983-1988 9 1/2% 80% of 1965-70 Basic Select
plus Ultimate Linton B
14,031,404 12,459,045 1990-Present 8% 66% of 1975-80 Basic Select
plus Ultimate Linton B
Annuities:
21,779,771 25,202,605 1976-Present 5 1/2% Accumulation of Funds --
Miscellaneous:
16,939,829 15,161,153 1962-Present 2 1/2%-3 1/2% 1958-CSO None
</TABLE>

- ----------
* The above amounts are before deduction of deferred premiums of $936,565 in
1996 and $1,017,841 in 1995.

(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 $1,454,408 in 1996, $1,672,429 in 1995 and $1,573,216
in 1994 was charged to operations.

(c) Participating business represented 9.8% and 11.1% of individual life
insurance in force at December 31, 1996 and 1995, 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 $16,796,135, $11,815,645 and $8,235,339 at December
31, 1996, 1995 and 1994, respectively.

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Note 7 -- Federal Income Taxes

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

Retained earnings at December 31, 1996 included approximately $146,000
which is defined as "policyholders' surplus" and may be subject to Federal
income tax at ordinary corporate rates under certain future conditions,
including distributions to stockholders.

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

1996 1995
---- ----
Policyholder dividend provision ................. $ (332,719) $ (323,612)
Non-qualified agents' pension plan reserve ...... (1,127,384) (1,044,728)
Deferred policy acquisition costs ............... 2,507,526 2,968,214
Future policy benefits .......................... (2,346,908) (2,639,345)
Bond discount ................................... 28,677 27,842
Unrealized holding gains (losses) on
Available-For-Sale Securities 331,000 967,000
Other ........................................... 5,808 32,629
----------- -----------
$ (934,000) $ (12,000)
=========== ===========

The currently payable Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit resulting from a capital loss carryback
of $221,025 and the $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:

1996 1995 1994
---- ---- ----
Application of statutory tax rate........................ 34% 34% 34%
Special tax deduction for life insurance companies....... -- -- (18)
--- --- ---
....................................................... 34% 34% 16%
=== === ===

<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, 1996 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
8. Not applicable

9./4/ Opinion of counsel

C-3
<PAGE>

10. a. Consent of Independent Public Accountants

b./3/ Power 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, 1996 filed with the Commission on February
26, 1997.

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-4
<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

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

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

William M. Lipkus Chief Accounting Officer
95 Wall Street
New York, NY 10005

C-5
<PAGE>

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 is the controlling person 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.

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.

C-6
<PAGE>

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.

Specialty Insurance Group, Inc. (Delaware). Ownership: 100% owned by
FICC; Principal Business: Insurance broker for specialized lines of
insurance available to school systems; Affiliate of First Investors
Life Insurance Company.

ITEM 27. Number of Contractowners

As of March 21, 1997, the number of owners of variable annuity
contracts offered by First Investors Life Variable Annuity Fund A was 1,434

C-7
<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.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.

C-8
<PAGE>

First Investors Corporation is Sponsor of:

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

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

Name and Principal Position and Office with
Business Address 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-9
<PAGE>

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
232 Adair Street
Decatur, GA 30030

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

ITEM 30. Location of Accounts and Records

C-10
<PAGE>

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

(d) Representation Regarding Reasonableness of
Aggregate Contract Fees and Charges
Pursuant to Section 26(a)(e)(2)(A) of the
Investment Company Act of 1940

First Investors Life represents that the fees and charges
deducted under the Contracts described in this Registration
Statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and
the risks assumed by First Investors Life under the Contracts.
First Investors Life bases its representations on its
assessment of all of the facts and circumstances, including
such relevant factors as: the nature and extent of such
services, expenses and risks; the need for First Investors
Life to earn a profit; and the regulatory standards for
exemptive relief under the Investment Company Act of 1940 used
prior to October 1996, including the range of industry
practice.

C-11
<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
21st day of April, 1997.

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:

SIGNATURE TITLE DATE
--------- ----- ----

/s/Richard H. Gaebler President and Director April 21, 1997
- ---------------------
Richard H. Gaebler

/s/Lawrence M. Falcon Senior Vice President April 21, 1997
- --------------------- and Comptroller
Lawrence M. Falcon

Glenn O. Head* Chairman and Director April 21, 1997
Jay G. Baris* Director April 21, 1997
George V. Ganter* Director April 21, 1997
Robert J. Grosso* Director April 21, 1997
Scott Hodes* Director April 21, 1997
Jackson Ream* Director April 21, 1997
Nelson Schaenen Jr.* Director April 21, 1997
John T. Sullivan* Director April 21, 1997
Kathryn S. Head* Director April 21, 1997
Glenn T. Dallas* Director April 21, 1997

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

<PAGE>

INDEX TO EXHIBITS

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

99.N4.10 Consent of Accountants

99.N4.13 Performance calculations

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. 22 to the
Registration Statement on Form N-4 (File No. 2-66295) of our report dated
February 24, 1997 relating to the December 31, 1996 financial statements of
First Investors Life Variable Annuity Fund A and our report dated February 24,
1997 relating to the December 31, 1996 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 18, 1997

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 there of.)

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, 1996.

AVE. ANNUAL TOTAL
ERV P N TOTAL RETURN RETURN
--- - - ------------ -------

1 year: $ 1,116.20 $ 1,000.00 1.00 11.62% 11.62%

5 years: $ 1,710.40 $ 1,000.00 5.00 11.33% 71.04%

10 years: $ 2,268.80 $ 1,000.00 10.00 8.54% 126.88%

<PAGE>

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 there of.)

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, 1996.

AVE. ANNUAL TOTAL
ERV P N TOTAL RETURN RETURN
--- - - ------------ -------

1 year: $1,038.10 $1,000.00 1.00 3.81% 3.81%

5 years: $1,590.90 $1,000.00 5.00 9.73% 59.09%

10 years: $2,109.30 $1,000.00 10.00 7.75% 110.93%