FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A
485APOS, 1999-03-01
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     As filed with the Securities and Exchange Commission on March 1, 1999

                                                        Registration No. 2-66295
                                                                        811-2982


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   F O R M   N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        Post-Effective Amendment No. 25                    [ X ]

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                               Amendment No. 25                            [ X ]

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

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                               (Name of Depositor)

              95 Wall Street, 22nd Floor, New York, New York 10005
              (Address of Depositor's Principal Executive Offices)

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

                          Richard H. Gaebler, President
                     FIRST INVESTORS LIFE INSURANCE COMPANY
                           95 Wall Street, 22nd Floor
                            New York, New York 10005
                     (Name and Address of Agent For Service)

                        Copies of all communications to:
                         Freedman, Levy, Kroll & Simonds
                             1050 Connecticut Avenue
                           Washington, D.C. 20036-5366
                            Attn: Gary O. Cohen, Esq.

<PAGE>

Approximate Date of Proposed Public Offering: Continuous

It is proposed  that this filing will become  effective  (check the  appropriate
box):

|_|      immediately upon filing pursuant to paragraph (b) of Rule 485

|_|      on (date) pursuant to paragraph (b) of Rule 485

|X|      60 days after filing pursuant to paragraph (a)(1) of Rule 485

|_|      on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

|_|      this  post-effective  amendment  designates a new effective  date for a
         previously filed post-effective amendment

Title of Securities Being Registered:  Units of interest in First Investors Life
Variable Annuity Fund A under deferred variable annuity contracts.

<PAGE>

                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A

                              CROSS-REFERENCE SHEET

N-4 Item No.                                              Location
- ------------                                              --------

PART A:  PROSPECTUS

    1.   Cover Page.....................................  Cover Page
    2.   Definitions....................................  Glossary of Special
                                                          Terms
    3.   Synopsis.......................................  Fee Table
    4.   Condensed Financial Information................  Condensed Financial
                                                          Information
    5.   General Description of Registrant,
          Depositor, and Portfolio Companies............  Overview, How the
                                                          Contracts Work, Who We
                                                          Are; The Contracts in
                                                          Detail, Allocation of
                                                          Net Purchase Payments
                                                          to Subaccount
    6.   Deductions and Expenses......................... Fee Table; The 
                                                          Contracts in Detail,
                                                          Sales Charge Deducted
                                                          from Purchase
                                                          Payments, Mortality
                                                          and Expense Risk
                                                          Charges, Other Charges
    7.   General Description of Variable
          Annuity Contracts.............................. Overview; The
                                                          Contracts in Detail;
                                                          Tax Information; Other
                                                          Information
    8.   Annuity Period.................................. Overview; The
                                                          Contracts in Detail,
                                                          The Annuity Period
    9.   Death Benefit................................... Overview; The
                                                          Contracts in Detail,
                                                          The Accumulation
                                                          Period, The Annuity
                                                          Period
   10.   Purchases and Contract Value.................... The Contracts in
                                                          Detail
   11.   Redemptions..................................... The Contracts in
                                                          Detail
   12.   Taxes........................................... Tax Information
   13.   Legal Proceedings............................... Not Applicable
   14.   Table of Contents of the Statement
          of Additional Information...................... Table of Contents of
                                                          the Statement of
                                                          Additional Information
    
<PAGE>

PART B:  STATEMENT OF ADDITIONAL INFORMATION

   15.   Cover Page...................................... Cover Page
   16.   Table of Contents............................... Table Of Contents
   17.   General Information and History................. General Description;
                                                          Other Information
   18.   Services........................................ Services
   19.   Purchase of Securities Being Offered............ Purchase of Securities
   20.   Underwriters.................................... Services
   21.   Calculation of Performance Data................. Performance
                                                          Information
   22.   Annuity Payments................................ Annuity Payments
   23.   Financial Statements............................ Relevance of Financial
                                                          Statements;
                                                          Financial Statements

PART C:  OTHER INFORMATION

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

<PAGE>

   
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY
("FIRST INVESTORS LIFE")

THROUGH

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A ("SEPARATE ACCOUNT A")
95 Wall Street, New York, New York  10005/(212) 858-8200

     This  Prospectus   describes   deferred  Variable  Annuity  Contracts  (the
"Contracts")  that First  Investors  Life is  offering  you the  opportunity  to
accumulate  capital,  on a tax-deferred basis, for retirement or other long-term
purposes and  thereafter  to  annuitize  your  accumulated  cash value if you so
elect. If you so elect,  the Contracts offer several options under which you can
receive annuity payments for life.

     The Contracts  invest,  through  Separate Account A, in the First Investors
Special Bond Fund, Inc. ("Special Bond Fund"). The amount you accumulate depends
upon the performance of Separate Account A. You bear all of the investment risk,
which means that you could lose money.

     The Internal Revenue Service may assess a penalty on early withdrawal.  The
Contracts provide you with a 10-day revocation right.

     Please read this prospectus and keep it for future  reference.  It contains
important  information that you should know before buying a Contract. We filed a
Statement of  Additional  Information  ("SAI"),  dated April 30, 1999,  with the
Securities and Exchange  Commission.  We  incorporate  the SAI by reference into
this  prospectus.  See page 23 of this prospectus for the SAI Table of Contents.
You can get a free SAI by contacting us at the address or telephone number shown
above.

     The  Securities  and Exchange  Commission  has not approved or  disapproved
these  securities  or  passed  upon  the  adequacy  of  this   prospectus.   Any
representation to the contrary is a criminal offense.

     This  prospectus  is valid only if attached to the  current  prospectus  of
First Investors Special Bond Fund, Inc. (the "Fund").

                  The date of this Prospectus is April 30, 1999

<PAGE>

                               TABLE OF CONTENTS*
                           VARIABLE ANNUITY PROSPECTUS
       Item                                                                 Page
       ----
    GLOSSARY OF SPECIAL TERMS...............................................
    FEE TABLE...............................................................
    CONDENSED FINANCIAL INFORMATION.........................................
    OVERVIEW................................................................
       How the Contracts Work...............................................
       Who We Are...........................................................
       Who Should Consider Purchasing a Contract............................
       Risk and Reward Considerations.......................................
    THE CONTRACTS IN DETAIL.................................................
       Purchase Payments....................................................
       Sales Charge Deducted from Purchase Payments.........................
       Mortality and Expense Risk Charges...................................
       Other Charges........................................................
       The Accumulation Period..............................................
       Exchange Privilege...................................................
       The Annuity Period...................................................
       Ten-Day Revocation Right.............................................
    TAX INFORMATION.........................................................
       General..............................................................
       Non-Qualified Contracts..............................................
       Qualified Plan Contracts.............................................
       Withholding..........................................................
       Our Tax Status.......................................................
    PERFORMANCE INFORMATION.................................................
    OTHER INFORMATION.......................................................
       Voting Rights........................................................
       Reservation of Rights................................................
       Distribution of Contracts............................................
       Year 2000............................................................
       Financial Statements.................................................






- -----------------------------
*A Table of Contents for the Special Bond Fund  prospectus  can be found at page
__ of that prospectus.

                                       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 that  measures  the value of a  Contractowner's
interest in Separate Account A before the Annuity Commencement Date.

     ADDITIONAL  PAYMENT - A Purchase Payment made to First Investors Life after
issuance of a Contract.

     ANNUITANT - The person who is designated to receive annuity payments or who
is actually receiving annuity payments.

     ANNUITY  COMMENCEMENT  DATE - The date on which  we  begin  making  annuity
payments.

     ANNUITY UNIT - A unit that  determines  the amount of each annuity  payment
after the first annuity payment.

     BENEFICIARY - The person who is designated to receive any benefits  under a
Contract upon the death of the Annuitant or the Contractowner.

     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  that 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 a joint and survivor
life annuity.

     PURCHASE  PAYMENT - A payment  made to First  Investors  Life to purchase a
Contract.

     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 ("1940 Act").

     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,  Martin  Luther  King Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.

     VALUATION PERIOD - The period beginning at the end of any Valuation Date
and extending to the end of the next Valuation Date.

     VARIABLE  ANNUITY - An annuity  with annuity  payments  that vary in dollar
amount, in accordance with the net investment  experience of Separate Account A,
throughout the payment period.

     WE (AND OUR) - First Investors Life.

     YOU (AND YOUR) - The prospective Contractowner.

                                       3

<PAGE>

                                    FEE TABLE

     The tables below are provided to help you  understand  the various  charges
and expenses you will directly or indirectly bear in purchasing a Contract. They
reflect the charges and  expenses of Separate  Account A, as well as the Fund in
which Separate  Account A invests.  The tables reflect  expenses  expected to be
incurred in 1999.

SEPARATE ACCOUNT A EXPENSES

Contractowner Transaction Expenses
- ----------------------------------

Maximum Sales Load Imposed on Purchases (as a percentage of Purchase
Payments)...............................................................  7.00%

Separate Account A Annual Expenses
- ----------------------------------
(as a percentage of average account value)

Mortality and Expense Risk Charges......................................  0.75%
Other Charges...........................................................  0.00%
                                                                          -----
Total Separate Account A 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.  We do not reflect these fee reductions under Total Fund Operating
   Expenses.

     For more complete descriptions of the various charges and expenses shown in
the Fee  Table,  please  refer to "THE  CONTRACTS  IN  DETAIL  -- Sales  Charge,
Mortality  and  Expense  Risk  Charges,  and Other  Charges."  We may  deduct an
administrative charge if the Accumulated Value of a 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
(or if you annuitize)at the end
of the period shown, you would pay the
following expenses on a $1,000 investment,
assuming 5% annual return on assets:......... 1 year  3 years  5 years  10 years
                                              ------  -------  -------  --------

                                              $[   ]  $[    ]  $[    ]  $[     ]

         YOU SHOULD NOT CONSIDER THE EXPENSES IN THE EXAMPLE 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

     This  table  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
                      At                Unit Value($)         Accumulation Units
              -----------------         -------------         ------------------
              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
              December 31, 1997            4.91727                7,334,261.6
              December 31, 1998


                                    OVERVIEW

    This overview  highlights some basic  information about the Variable Annuity
Contract  offered by First Investors Life Insurance  Company  ("First  Investors
Life",  "We",  "Us", or "Our") in this  prospectus.  We sell Separate  Account A
Contracts  with a  front-end  sales  charge.  The  Contracts  invest in Separate
Account A. You will find more information about the Contracts on pages 7 through
15 of this Prospectus.

HOW THE CONTRACTS WORK

     Like all  variable  annuity  contracts,  the  Contract  has two phases:  an
accumulation  period  and an annuity  income  period.  During  the  accumulation
period,  earnings on your  investment  accumulate on a tax-deferred  basis.  The
annuity income period begins when you start to receive annuity income  payments.
You can select one of several annuity income payment options. The amount of your
annuity payments will vary with the performance of Separate Account A as well as
the type of annuity option you choose

      During the accumulation period, the amount of money you accumulate in your
Contract  depends on the performance of Separate Account A. You can gain or lose
money if you  invest in the  Contract.  Separate  Account A invests at net asset
value in shares of the Special Bond Fund.

     The  Contract  provides  a  guaranteed  death  benefit  that  we  pay  to a
designated  beneficiary when the Annuitant dies. The Separate Account A Contract
guarantees  that the  beneficiary  will  receive  the  greater  of (i) the total
Purchase  Payments less any  withdrawals  or (ii) the  Accumulated  Value of the
Contract at the time of death.

WHO WE ARE

     First Investors Life Insurance Company
     --------------------------------------

     First Investors  Life, 95 Wall Street,  New York, New York 10005 is a stock
life  insurance  company  incorporated  in New  York  in  1962.  We  write  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.  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 Life Series Fund.  Mr. Glenn O. Head,  Chairman of FICC,  controls FICC and,

                                       5

<PAGE>

therefore,  controls  the First  Investors  Management  Company,  Inc. and First
Investors Life.

     Separate Account A
     ------------------

     First  Investors  Life Variable  Annuity Fund A ("Separate  Account A") was
established on September, 1979 under New York Insurance Law.

     Separate  Account  A  is  a  registered  unit  investment  trust  with  the
Securities and Exchange Commission  ("SEC").  This registration does not involve
SEC  supervision  or the  management  or  investment  practices  or  policies of
Separate Account A.

     We segregate  the assets of Separate  Account A from our other  assets.  We
cannot  charge  liabilities  arising out of our other  businesses  against  that
portion of Separate Account A's assets that is  approximately  equal to Contract
reserves and  liabilities.  We credit to, or charge against,  Separate Account A
realized and  unrealized  income,  gains and losses  without regard to our other
income,   gains  and  losses.  The  obligations  under  the  Contracts  are  our
obligations.

     Separate  Account A invests,  at net asset value,  in shares of the Special
Bond Fund. Separate Account A reinvests all distributions received from the Fund
in additional shares of the Fund at net asset value. Separate Account A may make
deductions  for charges and expenses by redeeming the number of equivalent  Fund
shares at net asset value. We value Fund shares that we hold in Separate Account
A at their net asset values.

     The Special Bond Fund
     ---------------------

     The  Special  Bond Fund is a  diversified  open-end  management  investment
company  (commonly  known as a "mutual fund")  registered with the SEC under the
1940 Act.  Registration  of the Fund does not involve  supervision by the SEC of
the management or investment  practices or policies of the Fund. The Fund offers
its shares only through the purchase of our variable annuity contracts.  It does
not offer its shares directly to the general public. The Fund reserves the right
to offer its shares to other separate accounts of ours or directly to us.

     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, NY 10005.

WHO SHOULD CONSIDER PURCHASING A CONTRACT

     The Contract  allows you to accumulate  money on a  tax-deferred  basis for
retirement or other  long-term goals and thereafter to annuitize the accumulated
value of your Contract if you wish. Generally,  the higher your tax bracket, the
more you will benefit from the tax-deferred feature of the Contract.  You should
not purchase a Contract if you are looking for a short-term investment or if you
cannot take the risk of receiving less money than you paid for the Contract. You
may want to consult a tax advisor or other  professional  before you  purchase a
Contract.

RISK AND REWARD CONSIDERATIONS

         The Contracts  offer you the  opportunity  to benefit on a tax deferred
basis from the performance of an underlying  investment portfolio or Subaccount.
However,  there are several  important  factors that you should  consider before
making a decision to purchase a Contract:

         1. You bear all of the  investment  risk of the  underlying  investment
portfolio.  You should therefore carefully review the prospectus for the Special
Bond Fund.  It explains the Fund's  investment  objectives,  primary  investment
strategies, and primary risks.

                                       6

<PAGE>

         2.  The  Contracts  are  generally  not  appropriate  choices  for  the
investment of money that you will need in the short term.  You should  therefore
only invest money that you will not need in the short term.

         3. If you are considering purchasing a Contract inside of an individual
retirement  account or qualified  retirement plan, you should know that the same
tax  benefits  are  available  whether  you invest in mutual  funds or  variable
annuities and that variable annuities generally have higher cost structures than
those of  mutual  funds.  The  variable  annuity's  death  benefit  should be an
important factor if you select a variable annuity.

        4. Like other financial services organizations, First Investors Life and
its affiliates could experience problems in processing  policy-related  requests
and  rendering  other  services if the  computers or other systems on which they
rely are not properly  programmed to operate after January 1, 2000.  (See "OTHER
INFORMATION--Year 2000" for more information.)

                             THE CONTRACTS IN DETAIL

     The Contract is a variable  annuity  contract  which  provides you with the
opportunity  to  accumulate  capital on a tax  deferred  basis by  investing  in
Separate Account A and thereafter annuitizing your accumulated cash value if you
wish.  We offer the Contract in states where we have the  authority to issue the
Contract.  We designed  the  Contract to provide  lifetime  annuity  payments to
Annuitants  according to several annuity options. The amount of annuity payments
will vary with the investment  performance of Separate  Account A as well as the
type of annuity you select.  The Contract  obligates us to make payments for the
lifetime of the Annuitant in accordance  with the annuity rates in the Contract,
regardless of actual  mortality  experience (see "The Annuity  Period").  On the
death of the  Annuitant  before the Annuity  Commencement  Date,  we pay a death
benefit to the  Beneficiary  whom you designate.  For a discussion of the amount
and manner of  payment  of this  benefit,  see  "Death of  Annuitant  During the
Accumulation Period."

     You may  surrender  all or a portion of the  Accumulated  Value  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  "Tax
Information." The exercise of any Contract right,  including the right to make a
withdrawal  during  the  Accumulation  Period,  is  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.

     We reserve 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
us at our Home Office, 95 Wall Street, New York, New York 10005.

PURCHASE PAYMENTS

     Your  initial  Purchase  Payment  must be at  least  $2,000.  You may  make
Additional  Payments  under  the  Contract  of at least  $200 at any time  after
Contract issuance.

     We credit  your  initial  Purchase  Payment  (less any  charges)  to a your
Account on the Valuation Date that we receive it, provided that we have received
a  properly  completed  application.  We credit an  Additional  Payment  to your
Account on the  Valuation  Date that we receive it. If we receive an  incomplete
application  from you,  you must provide us with all  required  information  not
later  than five  business  days  following  the  receipt  of such  application.
Otherwise,  we  will  return  the  Purchase  Payment  to you at the  end of such
five-day period.

   Your Purchase  Payments buy Accumulation  Units of Separate Account A and not
shares of the Fund in which  Separate  Account A invests.  We allocate  Purchase

                                       7

<PAGE>

Payments  to  Separate  Account  A  based  on  the  next  computed  value  of an
Accumulation  Unit  following  receipt  at our Home  Office or other  designated
office. We value  Accumulation Units 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).

SALES CHARGE DEDUCTED FROM PURCHASE PAYMENTS

     We intend the sales  charge to cover  expenses  relating to the sale of the
Contracts,  including  commissions  paid to persons  distributing the Contracts.
Discounts  are  available  on  larger  purchases.  Moreover,  when  you  make an
Additional  Payment  after the issuance of the  Contract,  you are entitled to a
credit for all prior payments in computing the sales charge percentage. In other
words, you pay the sales charge  percentage that reflects:  (a) the total amount
of all Purchase  Payments  previously made plus (b) the amount of the Additional
Payment being made.

                                 Deduction Table

                                        Sales Charge as % of     
                                      ----------------------     Concession to
                                      Offering     Net Amount    Dealers as % of
Amount of Purchase Payment(s)         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 we have deducted no Premium taxes.

     We do not impose a sales  charge for  Contracts  sold to (a)  officers  and
full-time  employees of First  Investors  Life or its  affiliates  who have been
employed for at least one year,  or (b) our agents who have been under  contract
for at least one year.

MORTALITY AND EXPENSE RISK CHARGES

     The mortality risk that we assume arises from our obligation to continue to
make Fixed or Variable Annuity payments, determined in accordance with the other
provisions of the Contracts,  to each Annuitant  regardless of (a) how long that
person  lives  and (b) 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.  Moreover, these factors
may reduce the risk that the Annuitant will outlive the funds that the Annuitant
has  accumulated for  retirement.  We also assume  mortality risk because of our
guarantee  of a minimum  payment in the event of the death  prior to the Annuity
Commencement  Date of the Annuitant prior to the Annuity  Commencement  Date. In
addition,  we assume the risk that the charges for  administrative  expenses may
not be  adequate  to cover such  expenses.  We will not  increase  the amount we
charge for administrative expenses. In consideration for our assumption of these
mortality and expense risks,  we deduct an amount equal,  on an annual basis, to
0.75% of the  daily  Accumulation  Unit  value of  Separate  Account  A. Of this
charge, approximately 0.60% is for assuming the mortality risk, and 0.15% is for
assuming the expense risk.

   We guarantee that we will not increase the mortality and expense risk charges
during the term of any Contract.  If the charges are  insufficient  to cover the
actual  cost of the  mortality  and  expense  risks,  the loss  will fall on us.
Conversely,  if the deductions prove more than sufficient,  the excess will be a
profit to us. We can use any profits resulting to us from  over-estimates of the
actual  costs of the  mortality  and  expense  risks for any  business  purpose,
including the payment of expenses of distributing  the Contracts.  These profits
will not remain in Separate Account A.

                                       8

<PAGE>

OTHER CHARGES

     Administrative Charge
     ---------------------

     We  may  deduct  an  administrative  charge  of  $7.50  annually  from  the
Accumulated  Value of  Contracts  that  have an  Accumulated  Value of less than
$1,500  due to  partial  surrenders.  These  charges  are to  compensate  us for
expenses involved in administering small accounts. If the actual expenses exceed
charges, we will bear the loss.

     Premium Tax Charge
     ------------------

     Some states assess Premium taxes at the time you:

     o  make Purchase Payments,

     o  surrender, or

     o  begin receiving annuity payments.

     We currently  advance any Premium  taxes due at the time you make  Purchase
Payments  and  then  deduct  Premium  taxes  from the  Accumulated  Value of the
Contract at the time of  surrender,  on death of the  Annuitant  or when annuity
payments  begin.  However,  we reserve  the right to deduct  Premium  taxes when
incurred. See "Appendix I" for Premium tax table.

     Expenses
     --------

     Total  Separate  Account A expenses for the fiscal year ended  December 31,
1998  amounted  to  $__________  or _____% of average  net  assets for  Separate
Account A. The Special Bond Fund has expenses that it pays out of its assets.

THE ACCUMULATION PERIOD

     Crediting Accumulation Units
     ----------------------------

     During  the  Accumulation  Period,  we  credit  Purchase  Payments  on  the
Contracts to the Contractowner's  Individual Account in the form of Accumulation
Units.  We  determine  the  number  of  Accumulation  Units  that we credit to a
Contractowner  for Separate Account A by dividing (a) the Purchase Payment (less
any charges) by (b) the value of an Accumulation Unit for Separate Account A. We
make this valuation after we receive the Purchase  Payment at our Home 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 Separate
Account A and the expenses and deduction of certain  charges affect the value of
an  Accumulation  Unit.  There is no assurance that the value of your Individual
Account will equal or exceed  Purchase  Payments.  We determine your  Individual
Account  for  a  Valuation  Period  by  multiplying  (a)  the  total  number  of
Accumulation  Units we  credit  to  Separate  Account  A by (b) the  value of an
Accumulation Unit for Separate Account A for the Valuation Period.

     Death of Annuitant During the Accumulation Period
     -------------------------------------------------

     If the Annuitant dies before the Annuity  Commencement Date, we pay a Death
Benefit to the  Beneficiary  you have  designated.  We make this payment when we
receive (a) a death  certificate  or similar proof of the death of the Annuitant
("Due Proof of Death") and (b) a First Investors Life Claimant's  Statement that
includes notification of the Beneficiary's election to receive payment in either
a single sum  settlement  or an Annuity  Option.  We determine  the value of the

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<PAGE>

Death Benefit as of the next computed value of the Accumulation  Units following
our  receipt  of  written  notification  of death at our  Home  Office  or other
designated office.

     If you do not elect  payment of the Death  Benefit under one of the Annuity
Options before the  Annuitant's  death,  the  Beneficiary  may elect to have the
Death  Benefit (a) paid in a single sum, (b) applied to provide an annuity under
one of the Annuity  Options or (c) as we otherwise  permit.  If the  Beneficiary
elects a single sum  settlement,  we pay the amount of the Death Benefit  within
seven days of receipt of Due Proof of Death and a Claimant's statement.

     If the Beneficiary wants an Annuity Option, the Beneficiary will have up to
60 days  commencing with the date of our receipt of Due Proof of Death to select
an Annuity Option.  If the  Beneficiary  does not make a selection by the end of
the 60-day  period,  we pay a single sum settlement to the  Beneficiary.  If the
Beneficiary  selects any Annuity Option,  the Annuity  Commencement  Date is the
date  specified  in the  election.  That date may be no later than 60 days after
receipt by us of Due Proof of Death.

     The amount of the Death  Benefit  payable  upon the death of the  Annuitant
will be the greater of (a) the total Purchase  Payments less  withdrawals or (b)
the Accumulated Value.

     Death Benefit During Annuity Period
     -----------------------------------

   On receipt of Due Proof of Death of the Annuitant after annuity payments have
begun under an Annuity Option, we make any remaining  payments under the Annuity
Option to the Beneficiary as provided by the Annuity Option.

   Unless otherwise provided in the Beneficiary  designation,  if no Beneficiary
survives  the  Annuitant,   the  proceeds  will  be  paid  in  one  sum  to  the
Contractowner, if living; otherwise, to the Contractowner's estate.

     Death of Contractowner During the Accumulation Period
     -----------------------------------------------------

     If the Contractowner dies before we have distributed the entire interest in
the Contract, we must distribute the value of the Contract to the Beneficiary as
provided  below.  Otherwise,  the Contract  will not qualify as an annuity under
Section 72 of the Internal  Revenue Code of 1986, as amended (the  "Code").  The
entire interest of the Contractowner is the Accumulated Value of the Contract.

     If the death of the  Contractowner  occurs before the Annuity  Commencement
Date, we distribute the entire  interest in the Contract to the  Beneficiary (a)
within five years, or (b) beginning within one year of death,  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, we need
not make any distribution. The surviving spouse may continue the Contract as the
new  Contractowner.  If the Contractowner is also the Annuitant,  the spouse has
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 has the right to become the Contractowner and the Annuitant.

     Surrender and Termination (Redemption) During the Accumulation Period
     ---------------------------------------------------------------------

     You 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 your Individual Account. In the event of the termination of the Contract
and on due  surrender  of the  Contract at our Home  Office or other  designated
office, we pay you the Accumulated Value of the Contract.

     We deduct any  amount you  request  as a partial  surrender  from  Separate
Account  A.  This  results  in  a  corresponding  reduction  in  the  number  of
Accumulation  Units  credited  to you in  Separate  Account  A. For any total or
partial  surrender,  we base  the  deduction  on the next  computed  value of an
Accumulation  Unit following our receipt of a written request at our Home Office

                                       10

<PAGE>

or other  designated  office.  We may defer any such payment for a period of not
more than seven days.  However,  we may postpone such payment  during any period
when:

     o    trading on the NYSE is restricted as the SEC determines or the NYSE is
          closed for other than weekends and holidays;

     o    the SEC has by order permitted such suspension; or

     o    any emergency, as defined by SEC rules, exists when the sale of
          portfolio securities or calculation of securities is not reasonably
          practicable.

     For  information as to Federal tax  consequences  of  surrenders,  see "Tax
Information."  For  information  as to  Premium  tax  consequences,  see  "Other
Charges."

EXCHANGE PRIVILEGE

     At any time  prior  to the  Annuity  Commencement  Date,  you may  exchange
Separate  Account A Contracts for First  Investors Life Variable  Annuity Fund C
("Separate Account C") Contracts,  at the next computed values of the respective
Accumulation Units of the two Separate Accounts. Although there is no charge for
this exchange,  Contractowners  who exchange from Separate Account A to Separate
Account C will be  required  to  execute a change of  contract  form.  This form
states  that we deduct a daily  charge  equal to an annual  rate of 1.00% of the
daily  Accumulation  Unit value of Separate  Account C 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.
We may modify or terminate this exchange privilege at any time.

THE ANNUITY PERIOD

     Commencement Date
     -----------------

     Annuity payments begin on the Annuity Commencement Date you select when you
buy a  Contract.  You may elect in  writing  to  advance  or defer  the  Annuity
Commencement Date, not later than 30 days before the Annuity  Commencement Date.
You may defer the Annuity  Commencement Date until the first day of the calendar
month  after the  Annuitant's  85th  birthday  or, if state  law  permits,  90th
birthday.  If you elect no other date,  annuity  payments  will  commence on the
Contract anniversary date after the Annuitant's 85th birthday,  or, if state law
permits, 90th birthday.

     If the net Accumulated Value on the Annuity  Commencement Date is less than
$2,000, we may pay such value in one sum in lieu of annuity payments. If the net
Accumulated  Value is $2,000 or more, but the variable annuity payments are less
than $20, we may change the frequency of annuity payments to intervals that will
result in payments of at least $20.

     Assumed Investment Rate
     -----------------------

     We build a 3.5% assumed  investment rate into the Contract's Annuity Tables
which are used to determine the amount of the monthly annuity payments. A higher
rate would mean a higher initial payment but more slowly rising and more rapidly
falling  subsequent  Variable  Annuity  payments.  A lower  rate  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  features  annuity  payments  that  remain  fixed  as to  dollar  amount
throughout  the  payment  period and an assumed  interest  rate of 3.5% per year
built into the Annuity Tables in the Contract.

     Annuity Options
     ---------------

     You may elect to receive  payments under any one of the Annuity  Options in
the  Contract.  You may make this  election at any time up to 30 days before the

                                       11

<PAGE>

Annuity  Commencement  Date on written  notice to us at our Home Office or other
designated office. If no election is in effect on the Annuity Commencement Date,
we will make annuity  payments on a variable  basis only under Annuity  Option 3
below,  Life Annuity  with 120 Monthly  Payments  Guaranteed.  This is the Basic
Annuity.

     The material factors that determine the level of your annuity benefits are:

     o    the value of your  Individual  Account  described  in this  Prospectus
          before the Annuity Commencement Date;

     o    the Annuity Option you select;

     o    the frequency and duration of annuity payments;

     o    the sex and adjusted age of the Annuitant  and any Joint  Annuitant at
          the Annuity Commencement Date; and,

     o    in the case of a  variable  annuity,  the  investment  performance  of
          Separate Account A.

     On the Annuity  Commencement Date, we apply the Accumulated Value,  reduced
by any  applicable  Premium taxes not  previously  deducted,  to provide (a) the
Basic Annuity or (b) if you have elected an Annuity  Option,  one of the Annuity
Options we describe below.

     The Contracts provide for the six Annuity Options described below:

     Option  1 -  LIFE  ANNUITY  payable  monthly  during  the  lifetime  of the
Annuitant,  ceasing with the last payment due before the death of the Annuitant.
If  you  elect  this  Option,  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  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 before the death of the survivor.

     Option 2b - JOINT AND TWO-THIRDS TO SURVIVOR LIFE 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
two-thirds  of the joint  annuity  payment,  ceasing  with the last  payment due
before the death of the survivor.

     Option 2c - JOINT AND  ONE-HALF TO SURVIVOR  LIFE 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 before
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
payable  monthly during the lifetime of the  Annuitant,  with the guarantee that
if, at his or her  death,  we have made  payments  for less than 60,  120 or 240
monthly periods, as elected, we make payments as follows:

     o    We continue to pay to the Beneficiary  any guaranteed  payments during
          the  remainder of the selected  period.  Pursuant to the 1940 Act, the
          Beneficiary  may,  at any time,  elect to have us compute  the present

                                       12

<PAGE>

          value of the  guaranteed  number of  annuity  payments,  as  specified
          immediately below, and pay that present value in a lump sum.

     o    If a Beneficiary  receiving  annuity  payments  under this Option dies
          after the death of the Annuitant,  we make the following  calculation.
          As of the Valuation  Period in which we receive notice of death of the
          Beneficiary at our Home Officer or other designated office, we compute
          the  present  value  of the  guaranteed  number  of  annuity  payments
          remaining  after receipt of such notice.  These payments will be equal
          to the payments that the deceased  Beneficiary would have received had
          the  Beneficiary  not died.  We compute  this  value at the  effective
          annual interest rate assumed in determining  the Annuity  Tables,  and
          pay it in a lump sum in accordance with the Contract.

     Option 4 - UNIT REFUND LIFE ANNUITY  payable monthly during the lifetime of
the  Annuitant,  terminating  with the last  payment due before the death of the
Annuitant. We make an additional annuity payment to the Beneficiary equal to the
following.  We take the Annuity Unit value of Separate  Account A as of the date
we receive  notice of death in writing  at our Home  Office or other  designated
office.  We multiply that value by the excess, if any, of (a) over (b). For this
purpose,  (a) is (i) the net Accumulated Value we allocate to Separate Account A
and apply under the option at the Annuity Commencement Date, divided by (ii) the
corresponding Annuity Unit Value as of the Annuity Commencement Date, and (b) is
the product of (i) the number of Annuity Units applicable under Separate Account
A represented  by each annuity  payment and (ii) the number of annuity  payments
made. (For an illustration of this  calculation,  see Appendix II, Example A, in
the Statement of Additional Information.)

     Annuity Election
     ----------------

     You 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, we allow no transfers
or redemptions  where we are making  payments based on life  contingencies.  You
must  make  these  elections  in  writing  to us at our  Home  Office  or  other
designated office at least 30 days before the Annuity  Commencement Date. In the
absence of an election,  we make annuity payments on a variable basis only under
Annuity Option 3 above.  Option 3 is the Basic Annuity,  a Life Annuity with 120
Monthly Payments Guaranteed.

     Annuity Commencement Date Exchange Privilege
     --------------------------------------------

     If you fully surrender this Contract  during the one-year period  preceding
its Annuity  Commencement  Date,  you can use the  proceeds to purchase  Class A
shares of First Investors mutual funds without incurring a sales charge.

     Death of Contractowner During the Annuity Period
     ------------------------------------------------

     If  the  death  of  the  Contractowner  occurs  on  or  after  the  Annuity
Commencement Date, we distribute the entire interest in the Contract at least as
rapidly as under the Annuity Option in effect on the date of death.

TEN-DAY REVOCATION RIGHT

     You may elect to cancel the Contract, (a) within ten days from the date the
Contract is delivered to you or (b) longer as applicable state law requires.  We
will cancel the  Contract  after we receive  from you (a) the Contract and (b) a
written request for cancellation, at our Home Office or other designated office.
We will pay you an amount  equal to the sum of (a) the  difference  between  the
Purchase  Payments made under the Contract and the amount  allocated to Separate
Account A under the  Contract and (b) the  Accumulated  Value of the Contract on
the date of surrender. The amount we refund to you may be more or less than your
initial Purchase Payment depending on the investment results of Separate Account
A. Some  states  require a full  refund of  premiums.  In those  states,  if the

                                       13

<PAGE>

Contractowner  elects to cancel the Contract under the ten-day revocation right,
the Contractowner will receive a full refund of the Purchase Payment.

                                       14

<PAGE>

                                 TAX INFORMATION

General
     
     We base this discussion on our  understanding of the federal income tax law
and  interpretations  in effect on the date of this  Prospectus.  The discussion
assumes that the  contractowner  is a natural  person who is a U.S.  citizen and
U.S. resident.  The tax effect on corporate taxpayers,  non-U.S.  citizens,  and
non-U.S.  residents may be different. That law and interpretations could change,
possibly retroactively. The discussion is general in nature. We do not intend it
as tax advice, for which you should consult a qualified tax adviser.

    We discuss only federal income taxes and not state or other taxes.

    Taxation of the Contracts  will depend,  in part, on whether the Contract is
purchased  outside of a qualified  retirement  plan or an individual  retirement
account  ("Non-Qualified  Contracts")  or as  part of an  individual  retirement
account or qualified plan ("Qualified Contracts").

NON-QUALIFIED CONTRACTS

     Purchase Payments
     -----------------

   Your Purchase Payments under a Non-Qualified Contract are not deductible from
your gross income for tax purposes.

     Increases in Accumulated Value Before Distribution from Contract
     ----------------------------------------------------------------

    Generally, there is no tax on increases in your Contract's Accumulated Value
until there is a  distribution  from a  Non-Qualified  Contract.  A distribution
could include a surrender or an annuity payment.  However,  the Contractowner is
subject to tax on such increases,  even before a distribution,  in the following
two situations:

     o    The Contractowner is not a natural person, subject to exceptions.

     o    The   investments   of  Separate   Account  A  do  not  meet   certain
          diversification or "investor controls" tests, discussed below.

     Annuity Payments
     ----------------

    Once  annuity  payments  begin,  a portion  of each  payment  is  taxable as
ordinary  income.  The  remaining  portion  is a  nontaxable  recovery  of  your
investment in the contract.  Generally,  your  investment in the Contract equals
the Purchase  Payments you made,  less any amounts you previously  withdrew that
were not taxable.

    For  fixed  annuity  payments,  the  tax-free  portion  of each  payment  is
determined by:

     o    dividing  your  investment  in the  Contract  by the total  amount you
          expect to receive out of the Contract and

     o    multiplying the result by the amount of the payment.

     For Variable Annuity  payments, the tax-free portion of each payment is (a)
your investment in the Contract divided by (b) the number of expected payments.

    The remaining  portion of each payment,  and all of the payments you receive
after you  recover  your  investment  in the  Contract,  are fully  taxable.  If
payments  under a life  annuity  stop because the  Annuitant  dies,  there is an
income tax deduction for any unrecovered investment in the contract.

                                       15

<PAGE>

     Distributions Other than Annuity Payments
     -----------------------------------------

        Before  annuity  payments  begin,  the  Code  taxes  distributions  from
Non-Qualified Contracts as follows:

     o    a total or  partial  surrender  is taxed in the year of receipt to the
          extent that the Contract's Accumulated Value exceeds the investment in
          the Contract;

     o    a loan under,  or an  assignment  or pledge of, a Contract is taxed in
          the same manner as a partial or total surrender;

     o    a  penalty  equal  to 10%  of  the  taxable  distribution  applies  to
          distributions  before the  taxpayer's  age 59-1/2,  subject to certain
          exceptions; and

     o    the  Code  treats  all  Contracts  that we  issue  to you in the  same
          calendar year as a single Contract.  Consequently,  you should consult
          your tax advisor  before buying more than one Contract in any calendar
          year.

     Diversification and Control Tests
     ---------------------------------

     Separate Account A must meet the Code's investment diversification test. It
meets the test if:

     o    the Fund in which Separate Account A invests is diversified  according
          to certain limits;

     o    the Fund in which Separate Account A invests is a regulated investment
          company under the Code;

     o    all  shares of the Fund are owned  only by (a)  Separate  Account A or
          similar accounts of First Investors Life or other insurance companies,
          (b) a life insurance  company general  account,  or (c) the Adviser in
          starting  or  managing  the  Fund  (in the case of (b) and (c) of this
          paragraph,  there must be no  intention  to sell shares of the Fund to
          the  general  public);  (d) the  trustee  of a  qualified  pension  or
          retirement plan; and

     o    access  to  the  Fund  is  available  only  through  the  purchase  of
          Contracts,  or other Variable  Annuity or life  insurance  products of
          First Investors Life or other insurance companies.

     If Separate Account A failed the  diversification  test, you would be taxed
on  increases in the value of any Contract you own that is supported by Separate
Account A. The tax would apply from the first  quarter of the failure,  until we
corrected the failure in conformity with a Treasury Department procedure.

     The Contracts must also meet an "investor control" test, which the Treasury
Department has said it may address in guidelines through regulations or rulings.
This test could  specify  that your  control  over  allocation  of values  among
different  investments  may cause  you to be  treated  as the owner of  Separate
Account A assets, as applicable, for tax purposes. We reserve the right to amend
the Contracts in any way necessary to avoid this result.  As of the date of this
prospectus,  the Treasury  Department  has issued no  guidelines on the subject.
However, the Department has informally indicated that guidelines could limit the
number of underlying  funds or the frequency of transfers among those funds. The
guidelines may apply only prospectively, although retroactive effect is possible
if the  guidelines do not embody a new position.  Failure of the "control  test"
would result in current taxation to you of increases in your Contract value.

QUALIFIED PLAN CONTRACTS

     Taxation  of a  Contract  depends,  in  part,  on  the  provisions  of  the
applicable plan where the Contract is issued to

     o    a qualified individual retirement account;

                                       16

<PAGE>

     o    a qualified corporate employee pension and profit-sharing plan; or

     o    a  retirement  or  deferred  compensation  plan that does not meet the
          requirements applicable to a qualified plan.

     Some of tax rules  applicable  to such  Contracts  are similar to tax rules
applicable to Non-Qualified  Contracts,  including: (a) deferral of the taxation
until you receive a distribution, (b) taxation of a part of each distribution or
annuity payment, and (c) the 10% penalty on early distributions.

WITHHOLDING

     The Code  generally  requires us to withhold  income tax from any  Contract
distribution,  including a total or partial surrender or an annuity payment. The
amount of withholding  depends, in part, on whether the payment is "periodic" or
"non-periodic."

     For  periodic  payments  (e.g.,  annuity  payments),  we withhold  from the
taxable  portion of each payment  based on a payroll  withholding  schedule that
assumes a married recipient claiming three withholding  exemptions.  If you want
us to withhold on a different  basis,  you must file an appropriate  withholding
certificate  with us. For  non-periodic  payments (e.g.,  distributions  such as
partial  surrenders),  we generally  withhold 10% of the taxable portion of each
payment.

     You may  elect  not to have  the  withholding  rules  apply.  For  periodic
payments, that election is effective for the calendar year for which you file it
with us,  and for each  subsequent  year  until  you  amend or  modify  it.  For
non-periodic  payments,  an election is effective  when you file it with us, but
only  for the  payment  to  which  it is  applicable.  We have  to  notify  your
recipients of your right to elect not to have taxes withheld.

     The Code  generally  requires  us to report all  payments  to the  Internal
Revenue Service.

OUR TAX STATUS

     The Code taxes us as a life  insurance  company.  The Code  taxes  Separate
Account A as part of our overall operation. Currently, we do not charge Separate
Account A for an allocable portion of our federal income taxes.  However,  we do
reserve the right to impose such a charge if it becomes necessary in the future.


                             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." We base each of these figures on historical  results and do not
intend them to indicate the future performance of Separate Account A.

     The "total return" of Separate Account A is the total change in value of an
investment  in  Separate  Account  A over  a  period  of  time,  expressed  as a
percentage.  "Average  annual  total  return"  is the rate of return  that would
produce that change in value over the specified period, if compounded  annually.
We will quote average  annual total return for one,  five and ten-year  periods.
Average  annual total return and total return  figures  include the deduction of
all expenses and fees,  including  the payment of the Mortality and Expense Risk
charges of 0.75% and the maximum sales charge of 7.00%.

     The "yield" of Separate  Account A refers to the income that an  investment
in Separate Account A generates over a one-month or 30-day period expressed as a
percentage of the value of Separate Account A's Accumulation  Units. Yield is an

                                       17

<PAGE>

annualized figure. We assume that Separate Account A generates the same level of
net income over a one-year period, which we compound on a semi-annual basis.

     Neither  the total  return nor the yield  figures  reflect  deductions  for
Premium taxes, since most states do not impose those taxes.

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

                                OTHER INFORMATION

VOTING RIGHTS

     Because the Special  Bond Fund is not  required to have annual  shareholder
meetings,  Contractowners generally will not have an occasion to vote on matters
that pertain to the Special Bond Fund. In certain circumstances, the Fund may be
required to hold a shareholders  meeting or may choose to hold one  voluntarily.
For  example,  the Fund may not  change  fundamental  investment  objectives  or
investment  policies  without  the  approval  of a  majority  vote of the Fund's
shareholders in accordance with the 1940 Act. Thus, if the Fund sought to change
fundamental  investment objectives or investment policies,  Contractowners would
have an opportunity to provide voting  instructions  for shares of the Fund held
by the Subaccount in which their Contract invests.

     We would  vote  the  shares  of the  Fund  held in  Separate  Account  A or
directly, at any Fund shareholders as follows:

     o    shares   attributable   to   Contractowners   for  which  we  received
          instructions,  would  be voted in  accordance  with the  instructions;

     o    shares  attributable  to  Contractowners  for which we did not receive
          instructions  would  be voted  in the  same  proportion  that we voted
          shares held in Separate Account A for which we received  instructions;
          and

     o    shares not attributable to  Contractowners  would be voted in the same
          proportion   that  we  voted   shares  held  in  Separate   Account  A
          attributable to Contractowners for which we received instructions.

     We will vote Fund shares that we hold directly in the same  proportion that
we  vote  shares  held  in  Separate   Account  A  that  are   attributable   to
Contractowners and for which we receive instructions.  However, we will vote our
own  shares  as we  deem  appropriate  where  there  are no  shares  held in the
subaccount.  We will  present  all the  shares of the Fund that we held  through
Separate Account A or directly at any Fund shareholders  meeting for purposes of
determining a quorum.

     We will determine the number of Fund shares held in Separate Account A that
is attributable to each Contractowner as follows:

     o    before the Annuity  Commencement  Date, we divide Separate Account A's
          Accumulated Value by the net assets value of one Fund share, and

     o    after the Annuity  Commencement  Date,  we divide the reserve  held in
          Separate  Account  A  for  the  variable  annuity  payment  under  the
          Contracts  by the net asset value of one Fund share.  As this  reserve
          fluctuates, the number of votes fluctuates.

     We will determine the number of votes that a Contractowner has the right to
cast as of the record date that the Fund establishes.

     We will solicit  instructions by written  communication  before the date of
the  meeting  at which  votes  will be cast.  We will  send  meeting  and  other
materials relating to the Fund to each Contractowner having a voting interest in
Separate Account A.

                                       18

<PAGE>

     The voting  rights that we describe in this  Prospectus  are created  under
applicable  laws. If the laws eliminate the necessity to submit such matters for
approval  by persons  having  voting  rights in separate  accounts of  insurance
companies  or restrict  such voting  rights,  we reserve the right to proceed in
accordance with any such changed laws or regulations.  Specifically,  we reserve
the right to vote Fund shares in our own right, to the extent the law permits.

RESERVATION OF RIGHTS

     We also reserve the right to make certain  changes if we believe they would
(a) best serve the  interests of the  Contractowners  and  Annuitants  or (b) be
appropriate in carrying out the purposes of the Contract.  We will make a change
only  as  the  law  permits.  We  will  obtain,  when  required,  the  necessary
Contractowner or regulatory approval for any change and provide,  when required,
notification to Contractowners before making a change. For example, we may:

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

     o    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, or

     o    amend the  Contracts if required to comply with the  Internal  Revenue
          Code or any other applicable federal or state law.

DISTRIBUTION OF CONTRACTS

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

YEAR 2000

     On and after January 1, 2000, computer  date-related errors could adversely
affect Separate Account A, as they could other separate  accounts.  These errors
could occur in the computer  and other  information  processing  systems used by
First Investors Life, the underlying Fund, the Adviser, Transfer Agent and other
service providers.  Typically, these systems use a two-digit number to represent
the  year  for  any  date.  Consequently,  computer  systems  could  incorrectly
misidentify  "00" as 1900,  rather than 2000,  and make  related  mistakes  when
performing operations.  First Investors Life, the Fund, the Adviser and Transfer
Agent are taking steps that they believe are reasonably  designed to address the
Year  2000  problem  for  computer  and  other  systems  used by them.  They are
obtaining assurances from other service providers that the service providers are
taking  comparable  steps.  However,  there can be no assurance that these steps
will avoid any adverse impact on Separate  Account A. Nor can Separate Account A
estimate the extent of any impact.

FINANCIAL STATEMENTS

     The Statement of Additional Information, dated April 30, 1999, includes:

     o    the financial statements for First Investors Life and the accompanying
          Report of Independent Certified Public Accountants; and

     o    and  the  financial   statements  for  Separate   Account  A  and  the
          accompanying Report of Independent Certified Public Accountants.

                                       19

<PAGE>

     You can get the Statement of Additional Information at no charge on request
to First Investors Life at the address or telephone  number on the cover page of
this Prospectus.

                                       20

<PAGE>

                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION

       Item                                                                 Page
       ----                                                                 ----
    General Description........................................................2
    Services...................................................................2
    Annuity Payments...........................................................3
    Other Information..........................................................4
    Performance Information....................................................5
    Relevance of Financial Statements..........................................9
    Appendices................................................................10
    Financial Statements......................................................15



                                   APPENDIX I

                             STATE AND LOCAL TAXES*

Alabama...................--                     Mississippi...............--
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...................1.00%                  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:    State  legislation  could  change  the rates  above.  State  insurance
          regulation could change the applicability of the rates above.

*  Includes local annuity Premium taxation

                                       21



<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 __, 1999


      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,  1999,  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..........................................   4
      Performance Information....................................   5
      Relevance of Financial Statements..........................   7
      Appendices.................................................   8
      Financial Statements.......................................  13


<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.

      INDEPENDENT  PUBLIC  ACCOUNTANTS.  Tait, Weller & Baker, Eight Penn Center
Plaza,  Philadelphia,  PA 19103,  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.

      UNDERWRITER. First Investors Life and Separate Account A have entered into
an  Underwriting  Agreement with FIC. 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, 1996,  1997, and
1998,  FIC  received  fees of  $5,165,  $9,399,  and  $_____,  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.


                                       2
<PAGE>


                               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,  and  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.

(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


                                       3
<PAGE>

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

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


                               OTHER INFORMATION

      TIME OF PAYMENTS.  All payments due under the Contracts will ordinarily be
made within  seven days of the  payment due date or within  seven days after the
date of receipt of a request  for partial  surrender  or  termination.  However,
First  Investors  Life reserves the right to suspend or postpone the date of any
payment due under the  Contracts  (1) for any period  during  which the New York
Stock  Exchange  ("NYSE") is closed  (other than  customary  weekend and holiday
closings) or during which trading on the NYSE, as determined by the  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.  No assignment of a
Contract shall be binding on First  Investors Life unless such  assignment is in
writing and is filed with First Investors Life at its Home Office.


                                       4
<PAGE>

                            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 Separate
Account A 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)(SUPERSCRIPT)1/n(/SUPERSCRIPT)]-1

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

            [ERV-P]/P  = TOTAL RETURN


      In providing such  performance  data,  Separate  Account A will assume the
payment of the maximum  sales charge of 7.00% (as a  percentage  of the purchase
payment) on the initial  investment and the payment of the Mortality and Expense
Risk  Charges 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.




                                       5
<PAGE>

      Average  annual  total  return  and total  return  for the  periods  ended
December 31, 1998 calculated  using the offering price for Separate Account A is
set forth in the tables below:

AVERAGE ANNUAL TOTAL RETURN*

            One Year                    ____%
            Five Years                  ____%
            Ten Years                   ____%

TOTAL RETURN*

            One Year                    ____%
            Five Years                  ____%
            Ten Years                   ____%

      Nonstandardized  average  annual total return and total return may also be
advertised  using  reduced  sales  charge  levels  or at  net  asset  value  per
Accumulation  Unit. In such case, the initial  investment  will either reflect a
reduced sales load or no sales load.  Any quotation of return not reflecting the
maximum sales charge will be greater than if the maximum sales charge were used.
Nonstandardized  average  annual total  return and total return  computed at net
asset value for the periods  ended  December 31, 1998 for Separate  Account A is
set forth in the tables below:

NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN

            One Year                                               ____%
            Five Years                  ____%
            Ten Years                   ____%

TOTAL RETURN

            One Year                                               ____%
            Five Years                  ____%
            Ten Years                   ____%

      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  examples  may  include   hypothetical   returns  comparing  taxable  versus
tax-deferred  growth.  The examples used will be for illustrative  purposes only
and are not  representations  by Separate  Account A of past or future  yield or
return.

- --------
* 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>

      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
Where:

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


                                   EXAMPLE B
                   FORMULA AND ILLUSTRATION FOR DETERMINING
                    ACCUMULATION UNIT VALUE OF A SUBACCOUNT
                             OF SEPARATE ACCOUNT A

Accumulation Unit Value = A x B Where:

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



                                       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           A 
                         - (CxD), if - 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


Number of Annuity Units = A
                          -
                          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, 1998

























                                       13


<PAGE>
    
                  FIRST INVESTORS LIFE VARIABLE ANNUITY FUND A

                            PART C: OTHER INFORMATION


ITEM 24. Financial Statement and Exhibits

         (a)      Financial Statements:

                  To be filed.

         (b)      Exhibits:

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

                  2.       Not applicable.

                  3.       Distribution Contracts:

                           a.       Underwriting    Agreement   between   First
                                    Investors Life  Insurance  Company and First
                                    Investors  Corporation dated April 16, 1987.
                                    /1/

                           b.       Specimen  Variable Annuity Agreement between
                                    First Investors  Corporation and dealers and
                                    salesman. /1/

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

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

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

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

                  7.       Not applicable.

                  8.       Not applicable.

                  9.       Opinion of counsel. (To be filed.)

                  10.      a.      Consent of  Independent  Public  Accountants
                                   (To be filed.)

                           b.      Powers of Attorney./1/

                  11.      Not applicable.

                                      C-1

<PAGE>

                  12.      Not applicable.

                  13.      Performance Calculations.

                  14.      Financial Data Schedule. (See Exhibit 27 below.)

                  27.      Financial  Data  Schedule.  (Inapplicable,   because,
                           notwithstanding  Item 24  (b)(14)  of Form  N-4,  the
                           Commission staff has advised that no such schedule is
                           required.)
- --------------------

     /1/ Previously filed on May 19, 1997 in Post-Effective Amendment No. 23  to
         this Registration Statement.

ITEM 25. Directors and Officers of the Depositor

The following are  the Directors and  Officers of First Investors Life Insurance
Company:

                                                       Position and Office
Name and Principal                                     with First Investors
Business Address                                       Life Insurance Company
- ------------------                                     ----------------------
(Unless otherwise noted, an
individual's business address
is 95 Wall Street,
New York, New York 10005.)

Lawrence M. Falcon                                     Senior Vice President
                                                       and Comptroller

Richard H. Gaebler                                     President and Director

Jay G. Baris
Kramer, Levin, Naftalis
& Frankel                                              Director
919 Third Avenue
New York, NY  10022

William H. Drinkwater                                  First Vice President
                                                       and Chief Actuary

George V. Ganter                                       Director

Scott Hodes                                            Director
Ross & Hardies
150 North Michigan Avenue
Chicago, Il 60601

Glenn O. Head                                          Chairman and Director


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

                                      C-2

<PAGE>

Carol Lerner Brown                                     Secretary

Jackson Ream
Nations Bank of Texas                                  Director
P.O. Box 225961
Dallas, TX  75265

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

Robert J. Grosso                                       Director
581 Main Street
Woodbridge, NJ 07095

John T. Sullivan                                       Director

Kathryn S. Head                                        Director
581 Main Street
Woodbridge, NJ  07095

Ada M. Suchow                                          Vice President
                                                       & Assistant Secretary

William M. Lipkus                                      Vice President &
581 Main Street                                        Chief Financial Officer
Woodbridge, NJ 07095

Martin A. Smith                                        Vice President


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

         There are no persons  directly  or  indirectly  controlled  by or under
common control with the  Registrant.  Registrant is a Separate  Account of First
Investors Life Insurance Company, the Depositor. Set forth below are all persons
controlled  by or under  common  control  with First  Investors  Life  Insurance
Company:

         ROUTE 33 REALTY  CORPORATION  (New  Jersey).  Ownership:  100% by First
         Investors  Life Insurance  Company;  Principal  Business:  Real Estate;
         Subsidiary of First Investors Life Insurance Company.

         FIRST INVESTORS CONSOLIDATED CORPORATION (FICC) (Delaware).  Ownership:
         Glenn O. Head is the controlling person of the voting stock;  Principal
         Business:  Holding  Company;  Parent of First  Investors Life Insurance
         Company.

         ADMINISTRATIVE DATA MANAGEMENT CORP. (New York). Ownership:  100% owned
         by  FICC;  Principal  Business:  Transfer  Agent;  Affiliate  of  First
         Investors Life Insurance Company.

                                      C-3

<PAGE>

         EXECUTIVE INVESTORS  MANAGEMENT COMPANY,  INC.  (Delaware).  Ownership:
         100% owned by FICC; Principal Business:  Investment Advisor;  Affiliate
         of First Investors Life Insurance Company.

         FIRST INVESTORS ASSET MANAGEMENT COMPANY,  INC. (Delaware).  Ownership:
         100% owned by FICC; Principal Business:  Investment Advisor;  Affiliate
         of First Investors Life Insurance Company.

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

         FIRST INVESTORS LEVERAGE CORPORATION (New York). Ownership:  100% owned
         by FICC;  Principal  Business:  Inactive;  Affiliate of First Investors
         Life Insurance Company.

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

         FIRST INVESTORS  REALTY  COMPANY,  INC. (New Jersey).  Ownership:  100%
         owned by FICC;  Principal  Business:  Real  Estate;  Affiliate of First
         Investors Life Insurance Company.

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

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

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

         FIRST INVESTORS CREDIT CORPORATION (New Jersey).  Ownership: 100% owned
         by FFSB;  Principal  Business:  Inactive;  Affiliate of First Investors
         Life Insurance Company.

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

         REAL PROPERTY  DEVELOPMENT  CORPORATION (New Jersey).  Ownership:  100%
         owned by FICC;  Principal  Business:  Real  Estate;  Affiliate of First
         Investors Life Insurance Company.

         FIRST INVESTORS CREDIT FUNDING CORPORATION (New York). Ownership:  100%
         owned by FICC; Principal Business: Sells commercial paper; Affiliate of
         First Investors Life Insurance Company.

                                      C-4

<PAGE>

         SCHOOL FINANCIAL  MANAGEMENT  SERVICES,  INC. (Ohio).  Ownership:  100%
         owned  by  FICC;   Principal  Business:   Tuition  assistance  program;
         Affiliate of First Investors Life Insurance Company.

   
ITEM 27. Number of Contractowners

         As of  February  19,  1999,  the number of owners of  variable  annuity
contracts offered by First Investors Life Variable Annuity Fund A was 1,187.
    

ITEM 28. Indemnification

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

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

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

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

         A directors and officers  liability  policy in the amount of $3,000,000
covering First  Investors  Life's  directors and officers has been issued by the
Great American Insurance Companies.

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the First  Investors  Life  Variable  Annuity  Fund A pursuant to the  foregoing
provisions,  or otherwise,  the First Investors Life Variable Annuity Fund A has
been advised that in the opinion of the Securities and Exchange  Commission such

                                      C-5

<PAGE>

indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than the payment by the First  Investors Life Variable
Annuity  Fund  A of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the First  Investors Life Variable  Annuity Fund A in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the First Investors Life Variable Annuity Fund A will, unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is  against  policy as  expressed  in the Act and will be
governed by the final adjudication of such issue.


ITEM 29. Principal Underwriters

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

                  First Investors Cash Management Fund, Inc.
                  First Investors Fund For Income, Inc.
                  First Investors Series Fund
                  First Investors Government Fund, Inc.
                  First Investors High Yield Fund, Inc.
                  First Investors Global Fund, Inc.
                  First Investors Multi-State Insured Tax Free Fund
                  First Investors New York Insured Tax Free Fund, Inc.
                  First Investors Insured Tax Exempt Fund, Inc.
                  First Investors Tax-Exempt Money Market Fund, Inc.
                  First Investors U.S. Government Plus Fund
                  First Investors Series Fund II, Inc.
                  First Investors Life Variable Annuity Fund C
                  First Investors Life Level Premium Variable Life
                   Insurance (Separate Account B)
                  First Investors Life Variable Annuity Fund D

         First Investors Corporation is Sponsor of:

         First Investors Single Payment and Periodic Payment Plans I for
           Investment in First Investors Global Fund, Inc.
         First Investors Single Payment and Periodic Payment Plans II for
           Investment in First Investors Global Fund, Inc.
         First Investors Single Payment and Periodic Payment Plans for
           Investment in First Investors Fund For Income, Inc.
         First Investors Single Payment and Periodic Payment Plans for
           Investment in First Investors Government Fund, Inc.
         First Investors Periodic Payment Plans for Investment in First
           Investors High Yield Fund, Inc.

                                      C-6

<PAGE>

         First Investors Single Payment and Periodic Payment Plans for the
           Accumulation of Shares of First Investors Global Fund, Inc.
         First Investors Single Payment and Periodic Payment Plans for
           Investment in First Investors Insured Tax Exempt Fund, Inc.

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

Name and Principal                            Position and Office with
Business  Address                             First Investors Corporation
- ------------------                            ---------------------------
(Unless otherwise noted,
an individual's business
address is 95 Wall Street,
New York, New York 10005.)

Glenn O. Head                                 Chairman of the Board and Director

Lawrence A. Fauci                             Senior Vice President and Director

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

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

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

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

Frederick Miller                              Senior Vice President
581 Main Street
Woodbridge, NJ  07095

Larry R. Lavoie                               Secretary and General Counsel

Marvin M. Hecker                              President

Matthew Smith                                 Vice President
581 Main Street
Woodbridge, NJ  07095

Anne Condon                                   Vice President
581 Main Street
Woodbridge, NJ  07095

John T. Sullivan                              Director

                                      C-7

<PAGE>

Jane W. Kruzan                                Director
232 Adair Street
Decatur, GA 30030
   
    
Elizabeth Reilly                              Vice President
581 Main Street
Woodbridge, NJ 07095

Robert Flanagan                               Vice President-Sales
                                              Administration

William M. Lipkus                             Chief Financial Officer
581 Main Street
Woodbridge, NJ 07095

         (c)      Not Applicable

ITEM 30. Location of Accounts and Records

         All  accounts,  books and other  documents  required  to be  maintained
pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, are
located at the  offices  of First  Investors  Life  Insurance  Company,  95 Wall
Street, New York, New York 10005.

ITEM 31. Management Services

         Not applicable.

ITEM 32. Undertakings

         Registrant hereby makes the following undertakings:

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

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

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

                                      C-8

<PAGE>


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

                  First  Investors  Life  represents  that the fees and  charges
                  deducted  under the Contracts  described in this  Registration
                  Statement, in the aggregate, are reasonable in relation to the
                  services rendered,  the expenses expected to be incurred,  and
                  the risks assumed by First Investors Life under the Contracts.
                  First  Investors  Life  bases  its   representations   on  its
                  assessment  of all of the facts and  circumstances,  including
                  such  relevant  factors  as:  the  nature  and  extent of such
                  services,  expenses  and risks;  the need for First  Investors
                  Life  to  earn a  profit;  and the  regulatory  standards  for
                  exemptive relief under the Investment Company Act of 1940 used
                  prior  to  October  1996,  including  the  range  of  industry
                  practice.  This  representation  applies to all Contracts sold
                  pursuant to this Registration Statement,  including those sold
                  on terms  specifically  described in the prospectus  contained
                  herein,  or any  variations  therein,  based  on  supplements,
                  endorsements,  or riders to any  Contracts or  prospectus,  or
                  otherwise.

                                      C-9
<PAGE>
                                   SIGNATURES

      As required by the Securities  Act of 1933 and the Investment  Company Act
of 1940, the Registrant has caused this Amendment to be signed on its behalf, in
the City of New York, and State of New York, on the 22nd day of February, 1999.

                               FIRST INVESTORS LIFE VARIABLE
                               ANNUITY FUND A
                               (Registrant)


                               BY: FIRST INVESTORS LIFE INSURANCE
                                   COMPANY
                                   (Depositor)
                                   (On behalf of the Registrant and itself)


                               By /s/ Richard H. Gaebler
                                  -------------------------
                                      Richard H. Gaebler
                                      President



      As required by the Securities Act of 1933,  this Amendment to Registrant's
Registration  Statement has been signed by the following  officers and directors
of the Depositor in the capacities and on the dates indicated:


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

/s/ Richard H. Gaebler        President and Director        February 22, 1999
- -----------------------
Richard H. Gaebler

/s/ William M. Lipkus         Vice President and            February 22, 1999
- ---------------------           Chief Financial
William M. Lipkus               Officer        
                                 


<PAGE>



Glenn O. Head*              Chairman and Director         February 22, 1999
Jay G. Baris*               Director                      February 22, 1999
George V. Ganter*           Director                      February 22, 1999
Robert J. Grosso*           Director                      February 22, 1999
Scott Hodes*                Director                      February 22, 1999
Jackson Ream*               Director                      February 22, 1999
Nelson Schaenen Jr.*        Director                      February 22, 1999
John T. Sullivan*           Director                      February 22, 1999
Kathryn S. Head*            Director                      February 22, 1999
Glenn T. Dallas*            Director                      February 22, 1999


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




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