FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A
497, 1997-04-29
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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
<PAGE>

                            GLOSSARY OF SPECIAL TERMS

      ACCUMULATED  VALUE - The value of all the  Accumulation  Units credited to
the Contract.

      ACCUMULATION  PERIOD - The period  between the date of issue of a Contract
and the Annuity Commencement Date.

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

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

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

      ANNUITY  COMMENCEMENT  DATE - The date on which  annuity  payments  are to
commence.

      ANNUITY UNIT - A unit used to determine the amount of each annuity payment
after the first.

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

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

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

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


      GENERAL  ACCOUNT - All  assets of First  Investors  Life  other than those
allocated  to Separate  Account A 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
<PAGE>

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
<PAGE>


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
<PAGE>

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.


                                       9
<PAGE>

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


                                       10
<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


                                       11
<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


                                       13
<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.



                                       16
<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 SPECIAL BOND FUND, INC.

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

      This is a Prospectus for First Investors Special Bond Fund, Inc. ("Fund"),
an open-end diversified  management investment company.  Investments in the Fund
are only available through the purchase of Individual Variable Annuity Contracts
("Contracts") issued by First Investors Life Insurance Company ("First Investors
Life").  Purchase payments for the Contracts,  net of certain expenses, are paid
into a unit  investment  trust,  First  Investors  Life Variable  Annuity Fund A
("Separate  Account  A").  Separate  Account A uses these  proceeds  to purchase
shares of the Fund.  Investments in the Fund are used to fund benefits under the
Contracts.

      The Fund  primarily  seeks  high  current  income  without  undue  risk to
principal and  secondarily  seeks growth of capital by  investing,  under normal
market  conditions,  at least 65% of its total  assets in high yield,  high risk
securities.  There can be no  assurance  the Fund will  achieve  its  investment
objectives.  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."


      This Prospectus sets forth concisely the information about the Fund that a
prospective  investor  should know before  investing  and should be retained for
further  reference.   First  Investors  Management  Company,  Inc.  ("FIMCO"  or
"Adviser")  serves as investment  adviser to the Fund. A Statement of Additional
Information  ("SAI"),  dated April 30, 1997 (which is  incorporated by reference
herein), has been filed with the Securities and Exchange Commission.  The SAI is
available  at no charge  upon  request to the Fund at the  address or  telephone
number indicated above.



          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
            COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                      PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.



                  The date of this Prospectus is April 30, 1997


<PAGE>

                              FINANCIAL HIGHLIGHTS

      The following  table sets forth the per share operating  performance  data
for a share  outstanding,  total return,  ratios to average net assets and other
supplemental  data for each year  indicated.  The table  has been  derived  from
financial  statements  which  have  been  examined  by  Tait,  Weller  &  Baker,
independent  certified public  accountants,  whose report thereon appears in the
Statement of Additional  Information ("SAI"). This information should be read in
conjunction with the Financial  Statements and Notes thereto,  which also appear
in the SAI, available at no charge upon request to the Fund.


                                       2
<PAGE>

<TABLE>

<CAPTION>
                                                        ------------------------------------------------------------------------
                                                                                                Year Ended December 31
                                                        ------------------------------------------------------------------------

                                                        1996       1995       1994      1993       1992      1991        1990 
                                                        ----       ----       ----      ----       ----      ----        ----
<S>                                                    <C>        <C>        <C>       <C>        <C>         <C>       <C>

Net Asset Value, Beginning of Year...............      $12.23     $11.03     $12.18    $11.38     $11.05      $9.16     $11.47  
                                                      -------    -------    -------   -------    -------   --------    -------  

Income from Investment Operations
Net investment income............................        1.17       1.20       1.09      1.14       1.27       1.26       1.32  
Net realized and unrealized
 gain (loss) on investments......................         .37       1.02      (1.22)      .86        .29       1.86      (2.30) 
                                                      -------    -------    -------   -------    -------   --------    -------  

   Total from Investment Operations..............        1.54       2.22      (.13)      2.00       1.56       3.12      (.98)  
                                                      -------    -------    -------   -------    -------   --------    -------  

Less Distributions from:
   Net investment income.........................        1.02       1.02       1.02      1.20       1.23       1.23       1.33  
   Net realized gain from investments............          -          -          -          -          -          -          -  
   Capital surplus...............................          -          -          -          -          -          -          -  
                                                      -------    -------    -------   -------    -------   --------    -------  
   Total Distributions...........................        1.02       1.02       1.02      1.20       1.23       1.23       1.33  
                                                      -------    -------    -------   -------    -------   --------    -------  


Net Asset Value, End of Year.....................      $12.75     $12.23     $11.03    $12.18     $11.38     $11.05      $9.16  
                                                      =======    =======    =======   =======    =======    =======    =======  

TOTAL RETURN(%)+.................................       13.10      20.76      (1.00)    18.15      14.56      35.76      (9.18) 
- ----------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)...........    $36,948    $38,037    $36,725    $43,056    $44,116    $50,914     $53,328 


Ratios to Average Net Assets (%)
Expenses.........................................         .86        .88        .87       .85        .88        .89        .86  
Net investment income............................        9.31      10.17       9.38      9.54      10.95      11.99      12.57  


Portfolio Turnover Rate (%)......................          29         45         54        79         65         47         37  

<CAPTION>
                                                        ----------------------------
                                                          Year Ended December 31
                                                        ----------------------------

                                                         1989       1988      1987
                                                         ----       ----      ----
<S>                                                    <C>        <C>       <C>
Net Asset Value, Beginning of Year...............       $13.19     $12.99    $14.37
                                                       -------    -------   -------

Income from Investment Operations
Net investment income............................         1.57       1.61      1.57
Net realized and unrealized
 gain (loss) on investments......................        (1.73)       .20     (1.15)
                                                       -------    -------   -------

   Total from Investment Operations..............        (.16)       1.81       .42
                                                       -------    -------   -------

Less Distributions from:
   Net investment income.........................         1.56       1.61      1.58
   Net realized gain from investments............            -          -       .19
   Capital surplus...............................            -          -       .03
                                                       -------    -------   -------
   Total Distributions...........................         1.56       1.61      1.80
                                                       -------    -------   -------


Net Asset Value, End of Year.....................       $11.47     $13.19    $12.99
                                                       =======    =======   =======

TOTAL RETURN(%)+.................................        (1.60)     14.43      2.74
- ----------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year (in thousands)...........      $85,719    $69,641   $43,965


Ratios to Average Net Assets (%)
Expenses.........................................          .82        .84       .86
Net investment income............................        12.38      11.96     11.16


Portfolio Turnover Rate (%)......................           34         51        71
</TABLE>



- ----------
+ The effect of fees and charges  incurred at the separate account level are not
reflected in these performance figures.



                                       3
<PAGE>

                       INVESTMENT OBJECTIVES AND POLICIES

      The Fund  primarily  seeks  high  current  income  without  undue  risk to
principal and secondarily seeks growth of capital. The Fund seeks to achieve its
objectives by investing,  under normal  market  conditions,  at least 65% of its
total assets in high yield, high risk securities,  commonly referred to as "junk
bonds" ("High Yield  Securities").  High Yield Securities  include the following
instruments: fixed, variable or floating rate debt obligations (including bonds,
debentures  and notes) which are rated below Baa by Moody's  Investors  Service,
Inc. ("Moody's") or below BBB by Standard & Poor's Ratings Group ("S&P"), or are
unrated and deemed to be of comparable quality by the Adviser;  preferred stocks
and  dividend-paying  common stocks that have yields comparable to those of high
yielding debt securities;  any of the foregoing securities of companies that are
financially  troubled,  in default or undergoing  bankruptcy  or  reorganization
("Deep Discount  Securities");  and any securities  convertible  into any of the
foregoing.

      The Fund may invest up to 5% of its total assets in debt securities issued
by foreign  governments  and  companies  located  outside the United  States and
denominated  in U.S.  or foreign  currency.  The Fund also may borrow  money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets,
make loans of  portfolio  securities  and invest in zero coupon and  pay-in-kind
securities. See the SAI for more information concerning these securities.

      The  Fund  may  invest  up to 35% of its  total  assets  in the  following
instruments: common and preferred stocks, other than those considered to be High
Yield Securities; debt obligations of all types (including bonds, debentures and
notes)  rated A or  better  by  Moody's  or S&P;  securities  issued by the U.S.
Government or its agencies or instrumentalities ("U.S. Government Obligations");
warrants and money market  instruments  consisting  of prime  commercial  paper,
certificates of deposit of domestic branches of U.S. banks, bankers' acceptances
and repurchase agreements; purchase securities on a "when-issued" basis.

      In any  period of  market  weakness  or of  uncertain  market or  economic
conditions,  the Fund may establish a temporary  defensive  position to preserve
capital by having all or part of its assets  invested in  investment  grade debt
securities or retained in cash or cash equivalents,  including bank certificates
of deposit,  bankers'  acceptances,  U.S. Government  Obligations and commercial
paper  issued  by  domestic  corporations.  See  the SAI  for  more  information
concerning these securities.

      The medium- to lower-rated, and certain of the unrated securities in which
the Fund invests, tend to offer higher yields than higher-rated  securities with
the same maturities because the historical financial condition of the issuers of
such securities may not be as strong as that of other issuers.  Debt obligations
rated lower than A by Moody's or S&P tend to have speculative characteristics or
are speculative, and generally involve more risk of loss of principal and income
than  higher-rated  securities.  Also,  their  yields and  market  value tend to
fluctuate   more  than  higher  quality   securities.   The  greater  risks  and
fluctuations  in yield and value  occur  because  investors  generally  perceive
issuers of lower-rated  and unrated  securities to be less  creditworthy.  These
risks  cannot be  eliminated,  but may be reduced by  diversifying  holdings  to
minimize  the  portfolio   impact  of  any  single   investment.   In  addition,
fluctuations  in market value do not affect the cash income from the securities,
but are  reflected  in the  computation  of the  Fund's  net asset  value.  When
interest  rates rise,  the net asset value of the Fund tends to  decrease.  When
interest rates decline, the net asset value of the Fund tends to increase.

      Variable or floating  rate debt  obligations  in which the Fund may invest
periodically   adjust  their  interest  rates  to  reflect   changing   economic
conditions.  Thus,  changing economic  conditions  specified by the terms of the
security  would serve to change the interest rate and the return  offered to the
investor.  This  reduces  the  effect  of  changing  market  conditions  on  the
security's underlying market value.


                                       4
<PAGE>

      A High Yield Security may itself be convertible  into or exchangeable  for
equity  securities,  or may carry with it the right to acquire equity securities
evidenced  by warrants  attached  to the  security or acquired as part of a unit
with the security. Although the Fund invests primarily in High Yield Securities,
securities  received  upon  conversion  or exercise of warrants  and  securities
remaining  upon the break-up of units or  detachment of warrants may be retained
to permit orderly disposition, and to establish a long-term holding basis.

      Because of the greater  number of  investment  considerations  involved in
investing in High Yield  Securities,  the  achievement of the Fund's  investment
objectives  depends more on the Adviser's  research  abilities than would be the
case if the Fund were  investing  primarily  in  securities  in the higher rated
categories.  Because medium- to lower-rated securities generally involve greater
risks of loss of income and principal than  higher-rated  securities,  investors
should  consider  carefully the relative risks  associated  with  investments in
securities  that carry medium to lower  ratings or are unrated.  See "High Yield
Securities--Risk  Factors" and Appendix A for a  description  of corporate  bond
ratings.

      The Fund actively  seeks to achieve its secondary  objective to the extent
consistent with its primary  objective.  There can be no assurance that the Fund
will be able to achieve its  investment  objectives.  The Fund's net asset value
fluctuates  based mainly upon changes in the value of its portfolio  securities.
The Fund's investment objectives and certain investment limitations set forth in
the SAI are  fundamental  policies that may not be changed  without  shareholder
approval.


      The dollar  weighted  average  of credit  ratings of all bonds held by the
Fund during the 1996 fiscal  year,  computed on a monthly  basis,  are set forth
below.  This information  reflects the average  composition of the Fund's assets
during the 1996 fiscal year and is not necessarily representative of the Fund as
of the end of its 1996 fiscal year, the current fiscal year or at any other time
in the future.

                                                        COMPARABLE QUALITY
                                                       OF UNRATED SECURITIES
                         RATED BY MOODY'S            TO BONDS RATED BY MOODY'S
                         ----------------            -------------------------

         AA                     0.16%                         0%
         Ba                    19.16                          0
         B                     66.62                          0.76
         Caa                    3.12                          0
         Ca                     0.01                          0
                             -------                          -----
         Total                 89.07%                         0.76%


DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS


      CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred  stock or other security that may be converted into or exchanged for a
prescribed  amount of common  stock of the same or a different  issuer  within a
particular  period  of time at a  specified  price  or  formula.  A  convertible
security  entitles  the  holder to receive  interest  paid or accrued on debt or
dividends paid on preferred stock until the convertible  security  matures or is
redeemed, converted or exchanged.  Convertible securities have unique investment
characteristics  in that they  generally  (1) have  higher  yields  than  common
stocks,  but lower yields than comparable  non-convertible  securities,  (2) are
less subject to fluctuation in value than the underlying stock because they have
fixed  income  characteristics,  and  (3)  provide  the  potential  for  capital
appreciation if 


                                       5
<PAGE>

the market price of the underlying common stock increases.  See the SAI for more
information on convertible securities.


      DEBT  SECURITIES--RISK  FACTORS.  The market value of debt  securities  is
influenced  primarily by changes in the level of interest rates.  Generally,  as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities  increases.  Factors
which  could  result in a rise in interest  rates,  and a decrease in the market
value of debt  securities,  include an increase  in  inflation  or  inflationary
expectations,  an increase in the rate of U.S.  economic growth, an expansion in
the Federal budget  deficit or an increase in the price of  commodities  such as
oil.  In  addition,  the  market  value  of debt  securities  is  influenced  by
perceptions of the credit risks associated with such securities.  Credit risk is
the risk that  adverse  changes in  economic  conditions  can affect an issuer's
ability to pay  principal  and  interest.  See Appendix A for a  description  of
corporate bond ratings.

      DEEP  DISCOUNT  SECURITIES.  The Fund may  invest  up to 15% of its  total
assets in securities of companies that are financially  troubled,  in default or
undergoing  bankruptcy or reorganization.  Such securities are usually available
at a deep discount from the face value of the  instrument.  The Fund will invest
in Deep Discount  Securities when the Adviser  believes that there exist factors
that are likely to restore the company to a healthy  financial  condition.  Such
factors  include a  restructuring  of debt,  management  changes,  existence  of
adequate assets or other unusual  circumstances.  Debt instruments  purchased at
deep discounts may pay very high effective yields. In addition, if the financial
condition  of the issuer  improves,  the  underlying  value of the  security may
increase,  resulting  in  a  capital  gain.  If  the  company  defaults  on  its
obligations  or  remains  in  default,  or if  the  plan  of  reorganization  is
insufficient  for  debtholders,  the Deep  Discount  Securities  may stop paying
interest  and lose value or become  worthless.  The  Adviser  will  balance  the
benefits of  investing in Deep  Discount  Securities  with these risks.  While a
diversified  portfolio may reduce the overall impact of a Deep Discount Security
that is in default or loses its value, the risk cannot be eliminated.  See "High
Yield Securities--Risk Factors."

      HIGH YIELD SECURITIES--RISK  FACTORS. High Yield Securities are subject to
certain  risks  that  may  not be  present  with  investments  in  higher  grade
securities.

           EFFECT OF INTEREST RATE AND ECONOMIC CHANGES.  Debt obligations rated
lower than Baa by Moody's or BBB by S&P,  commonly  referred to as "junk  bonds"
are  speculative  and  generally  involve a higher risk or loss of principal and
income than High Yield  Securities.  The prices of High Yield Securities tend to
be less sensitive to interest rate changes than  higher-rated  investments,  but
may be more  sensitive  to  adverse  economic  changes or  individual  corporate
developments.  Periods of economic  uncertainty and changes  generally result in
increased  volatility in the market  prices and yields of High Yield  Securities
and  thus  in a  Fund's  net  asset  value.  A  strong  economic  downturn  or a
substantial period of rising interest rates could severely affect the market for
High Yield Securities. In these circumstances,  highly leveraged companies might
have greater  difficulty  in making  principal  and interest  payments,  meeting
projected business goals, and obtaining additional financing.  Thus, there could
be a higher incidence of default. This would affect the value of such securities
and thus a Fund's net asset value. Further, if the issuer of a security owned by
a Fund defaults, that Fund might incur additional expenses to seek recovery.

         Generally,  when  interest  rates  rise,  the value of fixed  rate debt
obligations,  including High Yield Securities,  tends to decrease; when interest
rates fall, the value of fixed rate debt  obligations  tends to increase.  If an
issuer of a High  Yield  Security  containing  a  redemption  or call  provision
exercises either provision in a declining  interest rate market,  the Fund would
have to replace  the  security,  which could  result in a  decreased  return for
shareholders.  Conversely, if the Fund experiences unexpected net redemptions in
a rising  interest rate market,  it might be forced to sell certain  securities,
regardless of investment  merit.  This could result in 


                                       6
<PAGE>

decreasing the assets to which Fund expenses could be allocated and in a reduced
rate of return for the Fund.  While it is impossible to protect entirely against
this risk,  diversification  of the Fund's  portfolio and the Adviser's  careful
analysis of prospective  portfolio  securities  should  minimize the impact of a
decrease in value of a particular  security or group of securities in the Fund's
portfolio.

           THE HIGH YIELD  SECURITIES  MARKET.  The market for below  investment
grade bonds  expanded  rapidly in recent years and its growth  paralleled a long
economic expansion.  In the past, the prices of many lower-rated debt securities
declined  substantially,  reflecting  an  expectation  that many issuers of such
securities might experience financial  difficulties.  As a result, the yields on
lower-rated debt securities rose dramatically.  However,  such higher yields did
not  reflect the value of the income  streams  that  holders of such  securities
expected,  but rather  the risk that  holders  of such  securities  could lose a
substantial  portion  of  their  value  as a result  of the  issuers'  financial
restructuring  or default.  There can be no assurance  that such declines in the
below investment grade market will not reoccur.  The market for below investment
grade bonds  generally  is thinner and less active than that for higher  quality
bonds,  which may limit the Fund's ability to sell such securities at fair value
in  response  to  changes  in the  economy  or the  financial  markets.  Adverse
publicity  and  investor  perceptions,  whether  or  not  based  on  fundamental
analysis,  may also decrease the values and liquidity of lower rated securities,
especially in a thinly traded market.

           CREDIT  RATINGS.  The credit ratings issued by credit rating services
may not fully  reflect  the true risks of an  investment.  For  example,  credit
ratings typically  evaluate the safety of principal and interest  payments,  not
market value risk, of High Yield  Securities.  Also,  credit rating agencies may
fail to change on a timely basis a credit rating to reflect  changes in economic
or company  conditions  that affect a  security's  market  value.  Although  the
Adviser considers ratings of recognized rating services such as Moody's and S&P,
the Adviser primarily relies on its own credit analysis,  which includes a study
of  existing  debt,  capital  structure,  ability  to  service  debt  and to pay
dividends,  the  issuer's  sensitivity  to economic  conditions,  its  operating
history and the current  trend of  earnings.  The Fund may invest in  securities
rated  as low as D by  S&P or C by  Moody's  or,  if  unrated,  deemed  to be of
comparable  quality by the Adviser.  Debt  obligations with these ratings either
have  defaulted or in great danger of defaulting and are considered to be highly
speculative.  See "Deep Discount  Securities." The Adviser continually  monitors
the  investments  in the Fund's  portfolio  and carefully  evaluates  whether to
dispose of or retain High Yield  Securities  whose credit  ratings have changed.
See Appendix A for a description of corporate bond ratings.

           LIQUIDITY AND VALUATION. Lower-rated bonds are typically traded among
a smaller number of broker-dealers than in a broad secondary market.  Purchasers
of High Yield Securities tend to be institutions, rather than individuals, which
is a factor that  further  limits the  secondary  market.  To the extent that no
established  retail secondary market exists,  many High Yield Securities may not
be as liquid as  higher-grade  bonds.  A less active and thinner market for High
Yield Securities than that available for higher quality securities may result in
more volatile valuations of the Fund's holdings and more difficulty in executing
trades at favorable prices during unsettled market conditions.

      The  ability  of the Fund to value or sell High Yield  Securities  will be
adversely  affected  to the extent  that such  securities  are thinly  traded or
illiquid.  During such periods, there may be less reliable objective information
available and thus the  responsibility of the Fund's Board of Directors to value
High Yield  Securities  becomes more difficult,  with judgment playing a greater
role.  Further,  adverse  publicity about the economy or a particular issuer may
adversely affect the public's perception of the value, and thus liquidity,  of a
High Yield Security,  whether or not such perceptions are based on a fundamental
analysis.

           LEGISLATION.  Provisions  of the Revenue  Reconciliation  Act of 1989
limit a  corporate  issuer's  deduction  for a  portion  of the  original  issue
discount on "high yield discount"  obligations  (including  certain  


                                       7
<PAGE>

pay-in-kind securities).  This limitation could have a materially adverse impact
on the market for certain High Yield Securities.  From time to time, legislators
and regulators have proposed other  legislation that would limit the use of high
yield debt securities in leveraged buyouts, mergers and acquisitions.  It is not
certain  whether such proposals,  which also could  adversely  affect High Yield
Securities, will be enacted into law.

      MARKET  RISK.  The Fund is  subject to market  risk  because it invests in
common  stocks.  Market risk is the  possibility  that common  stock prices will
decline over short or even extended  periods.  The U.S. stock market tends to be
cyclical,  with periods when stock prices  generally rise and periods when stock
prices generally decline.

      MONEY MARKET  INSTRUMENTS.  Investments in commercial paper are limited to
obligations  rated Prime-1 by Moody's or A-1 by S&P.  Commercial  paper includes
notes,  drafts, or similar instruments payable on demand or having a maturity at
the time of issuance not  exceeding  nine months,  exclusive of days of grace or
any renewal  thereof.  Investments in  certificates of deposit will be made only
with domestic  institutions  with assets in excess of $500 million.  See the SAI
for more  information  regarding money market  instruments and Appendix A to the
SAI for a description of commercial paper ratings.

      PREFERRED STOCK. A preferred stock is a blend of the  characteristics of a
bond and common stock.  It can offer the higher yield of a bond and has priority
over common stock in equity ownership, but does not have the seniority of a bond
and,  unlike  common  stock,  its  participation  in the issuer's  growth may be
limited.  Preferred  stock has  preference  over common  stock in the receipt of
dividends  and in any  residual  assets after  payment to  creditors  should the
issuer be  dissolved.  Although the  dividend is set at a fixed annual rate,  in
some circumstances it can be changed or omitted by the issuer.

      RESTRICTED AND ILLIQUID  SECURITIES.  The Fund may invest up to 15% of its
net assets in illiquid  securities,  including (1) securities  that are illiquid
due to the absence of a readily  available market or due to legal or contractual
restrictions on resale and (2) repurchase agreements maturing in more than seven
days.  However,  illiquid  securities  for  purposes of this  limitation  do not
include  securities  eligible  for  resale  to  qualified  institutional  buyers
pursuant to Rule 144A under the  Securities  Act of 1933, as amended,  which the
Fund's  Board of  Directors  or the  Adviser  has  determined  are liquid  under
Board-approved guidelines. See the SAI for more information regarding restricted
and illiquid securities.

      ZERO COUPON AND PAY-IN-KIND  SECURITIES.  Zero coupon  securities are debt
obligations  that do not entitle the holder to any periodic  payment of interest
prior to maturity or a specified date when the  securities  begin paying current
interest. They are issued and traded at a discount from their face amount or par
value, which discount varies depending on the time remaining until cash payments
begin,  prevailing  interest rates,  liquidity of the security and the perceived
credit quality of the issuer. Pay-in-kind securities are those that pay interest
through the issuance of additional securities.  The market prices of zero coupon
and  pay-in-kind  securities  generally  are more  volatile  than the  prices of
securities that pay interest  periodically and in cash and are likely to respond
to changes in  interest  rates to a greater  degree  than do other types of debt
securities having similar maturities and credit quality. Original issue discount
earned on zero coupon  securities and the  "interest" on pay-in-kind  securities
must be  included  in the Fund's  income.  Thus,  to continue to qualify for tax
treatment as a regulated investment company and to avoid a certain excise tax on
undistributed  income,  the Fund may be required to  distribute as a dividend an
amount that is greater than the total amount of cash it actually  receives.  See
"Taxes" in the SAI. These distributions must be made from the Fund's cash assets
or, if necessary,  from the proceeds of sales of portfolio securities.  The Fund
will not be able to purchase  additional  income-producing  securities with cash
used to make such  distributions,  and its current  income  ultimately  could be
reduced as a result.


                                       8
<PAGE>

                                HOW TO BUY SHARES


      Investments  in the Fund  are  only  available  through  purchases  of the
Contracts offered by First Investors Life.  Purchase payments for the Contracts,
net of certain expenses, are paid into a unit investment trust, Separate Account
A. Separate Account A purchases  shares of the Fund.  Orders for the purchase of
shares of the Fund  received  prior to the close of  regular  trading on the New
York Stock Exchange  ("NYSE"),  generally 4:00 P.M. (New York City Time), on any
business  day the NYSE is open for  trading,  will be confirmed at the net asset
value  determined  as of the close of  regular  trading on the NYSE on that day.
Orders received after the close of regular trading on the NYSE will be confirmed
at the next determined net asset value. See  "Determination of Net Asset Value."
For a discussion of pricing  practices when FIC's Woodbridge  offices are unable
to open for business due to an emergency, see the SAI.


                              HOW TO REDEEM SHARES


      Shares of the Fund may be redeemed at the direction of Contractowners,  in
accordance with the terms of the Contracts. Redemptions will be made at the next
determined  net asset  value of the Fund upon  receipt of a proper  request  for
redemption or repurchase.  Payment will be made by check as soon as possible but
within seven days after presentation. However, the Fund's Board of Directors may
suspend  the right of  redemption  or  postpone  the date of payment  during any
period  when  (a)  trading  on the  NYSE  is  restricted  as  determined  by the
Securities and Exchange Commission ("SEC"), or the NYSE is closed for other than
weekends and holidays,  (b) the SEC has by order permitted such  suspension,  or
(c) an emergency,  as defined by rules of the SEC,  exists during which time the
sale or  valuation of portfolio  securities  held by the Fund is not  reasonably
practicable.


                                   MANAGEMENT

      BOARD OF DIRECTORS.  The Fund's Board of Directors, as part of its overall
management  responsibility,  oversees various organizations  responsible for the
Fund's day-to-day management.

      ADVISER.  First Investors Management Company,  Inc. supervises and manages
the  Fund's  investments,  determines  the  Fund's  portfolio  transactions  and
supervises  all  aspects of the  Fund's  operations.  The  Adviser is a New York
corporation located at 95 Wall Street, New York, NY 10005. The Adviser presently
acts as investment  adviser to 14 mutual  funds.  First  Investors  Consolidated
Corporation  ("FICC") owns all of the voting common stock of the Adviser and all
of the  outstanding  stock of FIC and the  Transfer  Agent.  Mr.  Glenn O.  Head
controls FICC and, therefore, controls the Adviser.


      As compensation for its services,  the Adviser receives an annual fee from
the Fund, which is payable monthly. For the fiscal year ended December 31, 1996,
the Fund's advisory fees were 0.75% of its average daily net assets.


      The Fund bears all expenses of its operations other than those incurred by
the Adviser under the terms of its advisory  agreement.  Fund expenses  include,
but are not  limited  to:  the  advisory  fee;  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.

      PORTFOLIO  MANAGER.  George V. Ganter has been  Portfolio  Manager for the
Fund since 1986.  Mr. Ganter joined FIMCO in 1985 as an Analyst.  Since 1989, he
has been Portfolio  Manager for First Investors High Yield Fund,  Inc., the High
Yield Fund of First  Investors  Life Series Fund and  Executive  Investors  High
Yield Fund.


                                       9
<PAGE>

                        DETERMINATION OF NET ASSET VALUE

      The net  asset  value of a Fund  share is  determined  as of the  close of
regular  trading on the NYSE  (generally  4:00 P.M., New York City time) on each
day the NYSE is open for trading, and at such other times as the Fund's Board of
Directors deems  necessary,  by dividing the market value of the securities held
by the Fund, plus any cash and other assets, less all liabilities, by the number
of shares outstanding. If there is no available market value, securities will be
valued at their fair value as  determined  in good faith  pursuant to procedures
adopted  by the Fund's  Board of  Directors.  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.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

      Dividends from net investment income are generally declared daily and paid
quarterly in additional  Fund shares at net asset value  (without  sales charge)
generally  determined  as of the close of  business  on the first  business  day
immediately following the last business day of the quarter. If you redeem all of
your Fund  shares at any time  during the  quarter,  you are paid all  dividends
declared through the day prior to the date of the redemption,  together with the
proceeds  of your  redemption.  Net  investment  income  includes  interest  and
dividends,  earned discount and other income earned on portfolio securities less
expenses. Distributions of substantially all of the Fund's net capital gain (the
excess of net long-term  capital gain over net short-term  capital loss) and net
short-term  capital gain,  if any,  after  deducting any available  capital loss
carryovers,  and any net realized gains from foreign currency transactions,  are
declared  annually  and paid in  additional  Fund  shares at the net asset value
(without sales charge)  generally  determined as of the close of business on the
business day immediately following the record date of the distribution.

                                      TAXES

      The Fund  intends to  continue  to qualify  for  treatment  as a regulated
investment  company ("RIC") under  Subchapter M of the Internal  Revenue Code of
1986, as amended ("Code"),  so that it will be relieved of Federal income tax on
that part of its investment company taxable income (consisting  generally of net
investment  income,  net  short-term  capital  gain and net gains  from  certain
foreign currency  transactions)  and net capital gain that is distributed to its
shareholders.

      Shares of the Fund are  offered  only to  Separate  Account A, which is an
insurance company separate account that funds variable annuity contracts.  Under
the Code, no tax is imposed on an insurance  company with respect to income of a
qualifying  separate account that is properly allocable to the value of eligible
variable annuity  contracts.  Please refer to "Federal Income Tax Status" in the
Prospectus of Separate  Account A for  information  as to the tax status of that
account and the holders of the Contracts.

      The Fund intends to comply with the diversification  requirements  imposed
by  section  817(h)  of  the  Code  and  the   regulations   thereunder.   These
requirements,  which are in addition to the diversification requirements imposed
on the  Fund by the  1940  Act  and  Subchapter  M of the  Code,  place  certain
limitations  on the  assets of  Separate  Account A -- and of the Fund,  because
section 817(h) and those  regulations  treat the assets of the Fund as assets of
Separate  Account A -- that may be invested in  securities  of a single  issuer.
Specifically,  the  regulations  provide that,  except as permitted by the "safe
harbor"  described  below, as of the end of each calendar  quarter (or within 30
days  thereafter) no more than 55% of the Fund's total assets may 


                                       10
<PAGE>

be represented
by one investment, no more than 70% by any two investments,  no more than 80% by
any three  investments  and no more than 90% by any four  investments.  For this
purpose,  all securities of the same issuer are considered a single  investment,
and while  each U.S.  Government  agency and  instrumentality  is  considered  a
separate   issuer,   a  particular   foreign   government   and  its   agencies,
instrumentalities  and political  subdivisions  all will be considered  the same
issuer.  Section 817(h) provides, as a safe harbor, that a separate account will
be treated as being adequately  diversified if the diversification  requirements
under  Subchapter  M are  satisfied  and no more  than  55% of the  value of the
account's  total  assets  are cash and cash  items,  government  securities  and
securities  of other RICs.  Failure of the Fund to satisfy  the  section  817(h)
requirements  would result in taxation of First  Investors Life and treatment of
the  Contractholders  other than as  described  in the  Prospectus  of  Separate
Account A.

      The  foregoing is only a summary of some of the important  Federal  income
tax considerations  generally  affecting the Fund and its shareholders;  see the
Statement of Additional Information for a more detailed discussion. Shareholders
are urged to consult their tax advisers.

                               GENERAL INFORMATION

      ORGANIZATION.  The Fund was  incorporated  in the  State  of  Maryland  on
November 14, 1979.  The Fund is authorized to issue 25 million  shares of common
stock,  $1.00 par  value per  share.  Shares  of the Fund have  equal  dividend,
voting,  liquidation  and  redemption  rights.  The Fund  does  not hold  annual
shareholder  meetings.  If  requested to do so by the holders of at least 10% of
the  Fund's  outstanding  shares,  the  Board of  Directors  will call a special
meeting of shareholders for any purpose, including the removal of Directors.

      CUSTODIAN.  The Fund has retained The Bank of New York, 48 Wall Street,
New York, New York 10286,  to act as custodian of the securities and cash of the
Fund.

      TRANSFER AGENT.  Administrative  Data Management  Corp.,  581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of the Adviser and First Investors Life,
acts as transfer agent for the Fund and as dividend disbursing agent.

      PERFORMANCE  INFORMATION.  Performance  information is contained in the
Fund's Annual Report which may be obtained  without  charge by contacting  First
Investors Life at 212-858-8200.

      SHAREHOLDER  INQUIRIES.  Shareholder  inquiries  can be made by calling
First Investors Life at 212-858-8200.


      ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS.  It is the Fund's practice
to mail only one copy of its annual and  semi-annual  reports to any  address at
which more than one shareholder  with the same last name has indicated that mail
is to be delivered. Additional copies of the reports will be mailed if requested
in writing or by telephone by any shareholder.



                                       11
<PAGE>

                                   APPENDIX A
                      DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP

      The ratings are based on current  information  furnished  by the issuer or
obtained by S&P from other sources it considers  reliable.  S&P does not perform
any audit in connection with any rating and may, on occasion,  rely on unaudited
financial information.  The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information,  or based on other
circumstances.

      The   ratings   are  based,   in  varying   degrees,   on  the   following
considerations:

      1.   Likelihood  of  default-capacity  and  willingness  of the obligor as
           to the timely  payment of interest  and  repayment  of principal in
           accordance with the terms of the obligation;

      2.   Nature of and provisions of the obligation;

      3.   Protection  afforded by, and relative  position of, the obligation in
           the event of bankruptcy,  reorganization,  or other arrangement under
           the laws of bankruptcy and other laws affecting creditors' rights.

      AAA Debt rated "AAA" has the highest rating  assigned by S&P.  Capacity to
pay interest and repay principal is extremely strong.

      AA Debt rated "AA" has a very strong  capacity to pay  interest  and repay
principal and differs from the higher rated issues only in small degree.

      A Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

      BBB Debt rated "BBB" is  regarded  as having an  adequate  capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

      BB, B, CCC,  CC, C Debt rated "BB," "B," "CCC," "CC" and "C" is  regarded,
on  balance,  as  predominantly  speculative  with  respect to  capacity  to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest.  While such debt will likely have some  quality and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

      BB Debt rated "BB" has less near-term  vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest and principal  payments.  The "BB"
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied "BBB-" rating.

      B Debt rated "B" has a greater  vulnerability to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.


                                       12
<PAGE>

      CCC Debt rated "CCC" has a currently identifiable vulnerability to default
and is dependent upon favorable business,  financial, and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

      CC The rating "CC"  typically  is applied to debt  subordinated  to senior
debt that is assigned an actual or implied "CCC" rating.

      C The rating "C" typically is applied to debt  subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy  petition has been filed,  but debt
service payments are continued.

      CI The rating  "CI" is reserved  for income  bonds on which no interest is
being paid.

      D Debt rated "D" is in payment  default.  The "D" rating  category is used
when interest  payments or principal  payments are not made on the date due even
if the  applicable  grace period has not expired,  unless S&P believes that such
payments will be made during such grace period. The "D" rating also will be used
upon  the  filing  of  a  bankruptcy  petition  if  debt  service  payments  are
jeopardized.

      PLUS (+) OR MINUS (-):  The ratings  from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
categories.


MOODY'S INVESTORS SERVICE, INC.

      AAA Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edged." Interest payments are protected by a large or exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

      AA Bonds  which are rated  "Aa" are  judged to be of high  quality  by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa  securities,  fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat greater than the Aaa securities.

      A Bonds which are rated "A" possess many favorable  investment  attributes
and are to be  considered  as  upper-medium-grade  obligations.  Factors  giving
security to principal and interest are considered adequate,  but elements may be
present which suggest a susceptibility to impairment some time in the future.

      BAA Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear adequate for the present,  but certain protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.


                                       13
<PAGE>

      BA Bonds  which are rated  "Ba" are judged to have  speculative  elements;
their future  cannot be  considered  as  well-assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate,  and thereby not well
safeguarded  during  both good and bad times  over the  future.  Uncertainty  of
position characterizes bonds in this class.

      B  Bonds  which  are  rated  "B"  generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

      CAA Bonds which are rated "Caa" are of poor  standing.  Such issues may
be in  default  or there may be  present  elements  of danger  with  respect  to
principal or interest.

      CA Bonds which are rated "Ca" represent  obligations which are speculative
in a high  degree.  Such  issues  are  often in  default  or have  other  marked
shortcomings.

      C Bonds  which are  rated "C" are the  lowest  rated  class of bonds,  and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

      Moody's  applies  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.


                                       14
<PAGE>

TABLE OF CONTENTS                                                           PAGE


Financial Highlights....................................................      2
Investment Objectives and Policies......................................      4
How to Buy Shares.......................................................      9
How to Redeem Shares....................................................      9
Management..............................................................      9
Determination of Net Asset Value........................................     10
Dividends and Other Distributions.......................................     10
Taxes...................................................................     10
General Information.....................................................     11
Appendix A..............................................................     12


<PAGE>



                     FIRST INVESTORS SPECIAL BOND FUND, INC.
                                   PROSPECTUS


INVESTMENT ADVISER
First Investors Management Company, Inc.
95 Wall Street
New York, NY  10005


LEGAL COUNSEL
Kirkpatrick & Lockhart LLP 
1800 Massachussetts Avenue, N.W.
Washington, DC  20036


CUSTODIAN
The Bank of New York
48 Wall Street
New York, NY  10286


TRANSFER AGENT
Administrative Data Management Corp.
581 Main Street
Woodbridge, New Jersey  07095-1198


AUDITORS
Tait, Weller & Baker
Two Penn Center Plaza
Philadelphia, Pennsylvania  19102





                                   PROSPECTUS
                                 April 30, 1997


NO  DEALER,  SALESMAN  OR ANY  OTHER  PERSONS  HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE  CONTAINED IN THIS
PROSPECTUS  OR THE STATEMENT OF  ADDITIONAL  INFORMATION,  AND IF GIVEN OR MADE,
SUCH  INFORMATION  AND  REPRESENTATION  MUST NOT BE RELIED  UPON AS HAVING  BEEN
AUTHORIZED BY THE FUND,  OR ANY  AFFILIATE  THEREOF.  THIS  PROSPECTUS  DOES NOT
CONSTITUTE  AN  OFFER  TO SELL OR A  SOLICITATION  OF AN OFFER TO BUY ANY OF THE
SHARES  OFFERED HEREBY IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IS SUCH STATE.

<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.

         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.


                                    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

<TABLE>
<CAPTION>

                                                          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

<TABLE>
<CAPTION>

                                                               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:

<TABLE>
<CAPTION>

                                                             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.


<TABLE>
<CAPTION>

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

Due in one year or less.......................  $  100,000       $  100,000      $  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:

<TABLE>
<CAPTION>

             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>



                              FINANCIAL STATEMENTS


<PAGE>






               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


      We have audited the statement of assets and liabilities of First Investors
Life  Variable  Annuity  Fund A (a  separate  account  of First  Investors  Life
Insurance  Company,  registered as a unit investment  trust under the Investment
Company Act of 1940),  as of December 31, 1996,  and the related  statements  of
operations for the year then ended and changes in net assets for each of the two
years  in  the  period  then  ended.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Variable  Annuity  Fund A as of  December  31,  1996,  and  the  results  of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.


                                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 24, 1997


<PAGE>



                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                       STATEMENT OF ASSETS AND LIABILITIES

                                DECEMBER 31, 1996


ASSETS
  Investments at net asset value (Note 2)
    First Investors Special Bond Fund, Inc. (2,896,823 shares at
    $12.75 per share, cost $54,279,767)............................ $36,947,851

LIABILITIES
  Payable to First Investors Life Insurance Company................      29,487
                                                                    -----------


NET ASSETS......................................................... $36,918,364
                                                                    ===========

Net assets represented by Contracts in accumulation period
    (8,267,235 units at unit value of 4.46562389).................. $36,918,364
                                                                    ===========



See notes to financial statements.


<PAGE>



                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                             STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1996


INVESTMENT INCOME
  Income:
    Dividends.................................................     $ 2,988,275
                                                                   -----------

        Total income..........................................       2,988,275
                                                                  ------------

  Expenses:
    Mortality and expense risks (Note 3)......................         276,587
                                                                 -------------

        Total expenses........................................         276,587
                                                                 -------------

NET INVESTMENT INCOME.........................................       2,711,688
                                                                  ------------

UNREALIZED DEPRECIATION ON INVESTMENTS
  Beginning of year...........................................    (18,869,816)
  End of year.................................................    (17,331,916)
                                                                  -----------

Change in unrealized depreciation on investments..............      1,537 900
                                                                  -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..........    $ 4,249,588
                                                                  ===========



See notes to financial statements.


<PAGE>



                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A

                       STATEMENTS OF CHANGES IN NET ASSETS

                            YEARS ENDED DECEMBER 31,

                                                           1996         1995
                                                           ----         ----
Increase (Decrease) in Net Assets
  From Operations
    Net investment income ...........................  $ 2,711,688  $ 2,938,719
Change in unrealized depreciation on investments.....    1,537,900    3,857,383
                                                       -----------  -----------

    Net increase (decrease) in net assets resulting 
      from operations................................    4,249,588    6,796,102
                                                       -----------  -----------

  From Unit Transactions
    Net annuity considerations.......................      268,926      193,158
    Contract payments................................  (5,619,918)  (5,671,079)
                                                       -----------  -----------

    Net decrease in net assets derived from unit 
     transactions....................................  (5,350,992)  (5,477,921)
                                                       -----------  -----------

       Net increase (decrease) in net assets.........  (1,101,404)    1,318,181

Net Assets
  Beginning of year..................................   38,019,768   36,701,587
                                                       -----------  -----------
  End of year........................................  $36,918,364  $38,019,768
                                                       ============ ===========


See notes to financial statements.

<PAGE>


                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND A


                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

Note 1 -- Organization
      First Investors Life Variable Annuity Fund A (Separate  Account A), a unit
investment trust  registered under the Investment  Company Act of 1940 (the 1940
Act), is a segregated  investment  account  established by First  Investors Life
Insurance  Company  (FIL).  All assets of the  separate  account are invested in
shares of First  Investors  Special  Bond Fund,  Inc.  (the  Fund),  an open-end
diversified management investment company registered under the 1940 Act.

Note 2 -- Significant Accounting Practices
      INVESTMENTS
      Shares of the Fund  held by  Separate  Account  A are  valued at net asset
      value per share. All  distributions  received from the Fund are reinvested
      to purchase  additional  shares of the Fund at net asset value. The Fund's
      investments  in high yield  securities,  whether rated or unrated,  may be
      considered  speculative  and subject to greater  market  fluctuations  and
      risks of loss of income and principal than lower  yielding,  higher rated,
      fixed income securities.

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

Note 3 -- Mortality and Expense Risks and Deductions
      In  consideration  for its  assumption  of the mortality and expense risks
connected with the Variable Annuity Contracts, FIL deducts an amount equal on an
annual  basis to 0.75% of the daily net asset value of  Separate  Account A. The
deduction  for the year ended  December  31, 1996 was  $276,587.  An  additional
administrative  charge  of  $7.50  may be  deducted  annually  by FIL  from  the
Accumulated  Value of Deferred Annuity Contracts which have an Accumulated Value
of less than $1,500 due to partial surrenders. There was no deduction under this
provision during 1996.




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