FIRST INVESTORS SGL P&PP FOR INV IN FIR INV FUND FOR INC INC
497, 1997-06-24
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First  Investors  Single  Payment and Periodic  Payment Plans for  Investment in
First Investors Fund For Income, Inc.

     First  Investors  Corporation,  as Sponsor,  offers the following long term
investment programs providing for investment in First Investors Fund For Income,
Inc. (the "Fund").

     SINGLE PAYMENT  PLANS-The  sales charge on these plans, as a percent of the
offering  price,  ranges from 6.25% on a $1,000 Plan to 2.50% on a $500,000  but
under $1,000,000 Plan, which is 6.67% to 2.56%, respectively,  of the net amount
invested.  The sales charge is the only deduction  from the initial  investment.
There is no sales charge on single  payment plans of  $1,000,000  or more.  This
Plan is also subject to maintenance and custodian fees.

     PERIODIC  PAYMENT  PLANS-provide  for regular monthly payments for 10 or 15
years.  The sales charge on 10-Year Plans ranges from 6.15% on $6,000 Plans ($50
per month) to 4.40% on $120,000  Plans ($1,000 per month) of total  payments and
from 6.76% to 4.61% of the net amount invested,  respectively.  Total deductions
range from 10.07% to 4.88% of the net amount  invested,  respectively.  Plans in
excess of $120,000 are subject to a sales charge of 4.40%  (reducing to 3.40% on
Plans of $250,000  and over,  2.40% on Plans of  $500,000  and over and 1.40% on
Plans of  $1,000,000  and  over).  Plans are also  subject  to  maintenance  and
custodian fees.

     The sales  charge on 15-Year  Plans  ranges from 6.15% on $9,000 Plans ($50
per month) to 4.40% on $180,000  Plans ($1,000 per month) of total  payments and
from 6.77% to 4.61% of the net amount invested,  respectively.  Total deductions
range from 10.08% to 4.88% of the net amount  invested,  respectively.  Plans in
excess of $180,000 are subject to a sales charge of 4.40%  (reducing to 3.40% on
Plans of $250,000  and over,  2.40% on Plans of  $500,000  and over and 1.40% on
Plans of  $1,000,000  and  over).  Plans are also  subject  to  maintenance  and
custodian fees.

     A double initial  payment is required on all Periodic  Payment  Plans.  The
Planholder's net payments,  after deducting all applicable fees, are invested in
Class A shares  ("shares")  of the Fund at net  asset  value.  The value of Fund
shares is subject to  fluctuation  in  accordance  with the market  value of the
securities it holds for investment.  Furthermore, the provisions of the Periodic
Payment  Plans  are such  that a  substantial  part of the  costs of the Plan is
charged  the first  year:  in fact,  50% of the  first 13  monthly  payments  is
deducted as a sales charge.  For example,  even after application of the "refund
privileges"  described  herein under  "Refund  Privileges,"  total  charges of a
minimum  Periodic Payment Plan would amount to 18% of total payments if the Plan
were carried for any period of time  between  forty-five  days and  twenty-eight
months. Moreover, if such a minimum Plan were carried for nineteen months, total
charges  would  amount to 37.14% of total  payments  under the 10-year  Plan and
37.75%  under  the  15-year  Plan;  they  would  amount to  29.16%  and  30.07%,
respectively,  under  the 10- and  15-year  Plans,  if  carried  for two  years.
Therefore,  a loss would likely be incurred in the event of early  withdrawal or
termination by a Planholder. Consideration should be given to these factors by a
prospective Planholder who should be reasonably certain of his or her ability to
continue the Plan to completion  before  considering  this long-term  investment
program.

     Shares of the Fund may also be purchased  outright at a sales charge not in
excess  of 6.25%,  without  penalty  for early  termination  or  payment  of the
maintenance  and  custodian  fees and service  charges  applicable  to the Plans
offered hereby. (See the prospectus of the Fund and "Statistical Data Applicable
to First Investors Plans" in this  Prospectus.)  Direct purchases of Fund shares
enable the investor to put more of his or her money to work immediately and over
the life of a Fund account than would be possible under the life of the Periodic
Payment  Plan  offered  hereby.  Prepayment  of all or any part of the  first 13
payments under the Periodic Payment Plan produces a smaller net investment after
deduction of applicable  charges than would result from direct investment of the
same amount in shares of the Fund. Such prepayment would increase  possible loss
in the  event of  early  termination.  An  investor  has (a) a  45-day  right of
withdrawal,  and (b) a right to  receive  during the first 18 months of the Plan
the value of his or her account and a portion


<PAGE>


of the sales charges paid prior to his or her withdrawal.  For a full discussion
of these withdrawal rights, see "Refund Privileges" in this Prospectus.

     This Prospectus sets forth concisely the information about the Plans that a
prospective  investor should know before investing and should be kept for future
reference.

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

          THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
                FIRST INVESTORS FUND FOR INCOME, INC. PROSPECTUS

                 The date of this Prospectus is April 30, 1997,
                            as amended June 27, 1997


<PAGE>



Allocation of Monthly Payments and Deductions* 10-Year Plans

<TABLE>
<CAPTION>

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

</TABLE>

*    After a period  of ten  years  from  the date of a Plan or in the  event no
     payment  has been  made for a period of one year,  the Plan is  subject  to
     annual maintenance and custodian fees of 25/100 of 1% per year of the total
     agreed  payments  (minimum $3.00 and maximum $30.00 per year) deducted from
     dividend and capital gain distributions (whether paid in cash or additional
     Fund shares) or from the proceeds of the  redemption  of Fund shares to the
     extent that dividend and capital gain distributions are insufficient.

**   A double  initial  payment is required on all  Periodic  Payment  Plans and
     deductions from this payment are double. The next regular scheduled payment
     becomes due one month from the date of the initial payment.

#    Periodic  Payment Plans of larger  denominations  may be issued  subject to
     deductions for sales charges of 4.40% on Plans of $120,000 and over,  3.40%
     on Plans of  $250,000  and over,  2.40% on Plans of  $500,000  and over and
     1.40% on Plans of $1,000,000 and over.  Deductions will be made on the same
     proportionate  basis as in the $1,000 per month  Plan and  maintenance  and
     custodian  fees will be $300.  Information  regarding the sales charges and
     fees for larger  denomination  Plans will be made  available to prospective
     investors upon request.


                                        3


<PAGE>


Allocation of Monthly Payments and Deductions* 15-Year Plans
<TABLE>
<CAPTION>

                                                                    MAINTENANCE
                                 SALES CHARGE                            AND                                      PERCENTAGE
                      ------------------------------------------      CUSTODIAN                                  RELATIONSHIP
                         From     From Each                              FEES*                                  OF TOTAL CHARGES
                        Each of    Subse-             % of Sales  ---------------                              -----------------
           Aggregate   the First   quent      Total   Charge to    Fee Per                            Net         To      To Net
Monthly    Amount of  13 Monthly  Monthly     Sales   Aggregate     Pay-     Total      Total      Investment   Aggregate  Invest-
Payments   Payments   Payments**  Payment    Charge   Payments      ment      Fee       Charges      in Fund    Payments    ment
- -----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>         <C>         <C>      <C>         <C>       <C>        <C>        <C>         <C>            <C>      <C>
$50.00    $  9,000    $ 24.75     $ 1.39   $  553.88   6.15%     $ 1.50     $270.00    $  823.88   $ 8,176.12     9.15%    10.08%
 75.00      13,500      37.00       2.09      830.03   6.15        2.00      360.00     1,190.03    12,309.97     8.82      9.67
100.00      18,000      49.50       2.78    1,107.76   6.15        2.00      360.00     1,467.76    16,532.24     8.15      8.88
125.00      22,500      62.00       3.46    1,383.82   6.15        2.00      360.00     1,743.82    20,756.18     7.75      8.40
150.00      27,000      74.50       3.34    1,526.28   5.65        2.00      360.00     1,886.28    25,113.72     6.99      7.51
167.00      30,060      82.95       3.71    1,697.92   5.65        2.00      360.00     2,057.92    28,002.08     6.85      7.35
175.00      31,500      87.25       3.87    1,780.54   5.65        2.00      360.00     2,140.54    29,359.46     6.80      7.29
200.00      36,000      99.50       4.43    2,033.31   5.65        2.00      360.00     2,393.31    33,606.69     6.65      7.12
225.00      40,500     112.00       4.98    2,287.66   5.65        2.50      450.00     2,737.66    37,762.34     6.76      7.25
250.00      45,000     124.50       5.53    2,542.01   5.65        2.50      450.00     2,992.01    42,007.99     6.65      7.12
300.00      54,000     149.50       5.82    2,915.44   5.40        2.50      450.00     3,365.44    50,634.56     6.23      6.65
350.00      63,000     174.50       6.79    3,402.43   5.40        2.50      450.00     3,852.43    59,147.57     6.11      6.51
400.00      72,000     199.50       7.75    3,887.75   5.40        2.50      450.00     4,337.75    67,662.25     6.02      6.41
500.00      90,000     190.00      14.31    4,859.77   5.40        2.50      450.00     5,309.77    84,690.23     5.90      6.27
600.00     108,000     200.00      12.89    4,752.63   4.40        2.50      450.00     5,202.63   102,797.37     4.82      5.06
750.00     135,000     205.00      19.61    5,939.87   4.40        2.50      450.00     6,389.87   128,610.13     4.73      4.97
1,000.00#  180,000     250.00      27.95    7,919.32   4.40        2.50      450.00     8,369.32   171,630.68     4.65      4.88

</TABLE>


*    After a period of fifteen  years from the date of a Plan or in the event no
     payment  has been  made for a period of one year,  the Plan is  subject  to
     annual maintenance and custodian fees of 25/100 of 1% per year of the total
     agreed  payments  (minimum $3.00 and maximum $30.00 per year) deducted from
     dividend and capital gain distributions (whether paid in cash or additional
     Fund shares) or from the proceeds of the  redemption  of Fund shares to the
     extent that dividend and capital gain distributions are insufficient.

**   A double  initial  payment is required on all  Periodic  Payment  Plans and
     deductions from this payment are double. The next regular scheduled payment
     becomes due one month from the date of the initial payment.

#    Periodic  Payment Plans of larger  denominations  may be issued  subject to
     deductions for sales charges of 4.40% on Plans of $180,000 and over,  3.40%
     on Plans of  $250,000  and over,  2.40% on Plans of  $500,000  and over and
     1.40% on Plans of $1,000,000 and over.  Deductions will be made on the same
     proportionate  basis as in the $1,000 per month  Plan and  maintenance  and
     custodian  fees will be $450.  Information  regarding the sales charges and
     fees for larger  denomination  Plans will be made  available to prospective
     investors upon request.


                                       4


<PAGE>


Allocation of Payments at Various Stages ($6,000 10-Year $50 Monthly Plan)
<TABLE>
<CAPTION>
                                               (At the End of         (At the End of        (At the End of        (At the End of
                                                  10 Years)              2 Years)               1 Year)              6 Months)
                                          -----------------------  ---------------------  --------------------  --------------------
                                                     % of Amount             % of Amount           % of Amount           % of Amount
                                             Amount  of Payments   Amount    of Payments  Amount   of Payments  Amount   of Payments
                                          ------------------------------------------------------------------------------------------
<S>                                       <C>          <C>     <C>             <C>     <C>           <C>     <C>           <C>
Total Payments .........................  $ 6,000.00   100.00%  $ 1,250.00**   100.00%  $ 650.00**   100.00%  $ 350.00**   100.00%
Amount of Sales Charge .................      368.83     6.15       327.03      26.16     321.75      49.50     173.25      49.50
Maintenance and Custodian Fees* ........      180.00     3.00        37.50       3.00      19.50       3.00      10.50       3.00
Total deductions .......................      548.83     9.15+      364.53      29.16     341.25      52.50     183.75      52.50
Net Amount Invested ....................    5,451.17    90.85       885.47      70.84     308.75      47.50     166.25      47.50
</TABLE>

+    10.07% of net amount invested

Allocation of Payments at Various Stages ($9,000 15-Year $50 Monthly Plan)

<TABLE>
<CAPTION>

                                               (At the End of        (At the End of         (At the End of        (At the End of
                                                  15 Years)             2 Years)                1 Year)              6 Months)
                                          -----------------------  ---------------------  --------------------  --------------------
                                                     % of Amount             % of Amount           % of Amount           % of Amount
                                             Amount  of Payments   Amount    of Payments  Amount   of Payments  Amount   of Payments
                                          ------------------------------------------------------------------------------------------
<S>                                       <C>          <C>      <C>            <C>      <C>          <C>      <C>          <C>
Total Payments .........................  $ 9,000.00   100.00%  $ 1,250.00**   100.00%  $ 650.00**   100.00%  $ 350.00**   100.00%
Amount of Sales Charge .................      553.88     6.15       338.43      27.07     321.75      49.50     173.25      49.50
Maintenance and Custodian Fees* ........      270.00     3.00        37.50       3.00      19.50       3.00      10.50       3.00
Total deductions .......................      823.88     9.15+      375.93      30.07     341.25      52.50     183.75      52.50
Net Amount Invested ....................    8,176.12    90.85       874.07      69.93     308.75      47.50     166.25      47.50

</TABLE>

+    10.06% of net amount invested

*    Reference  is made to tables on Pages 2 and 3 and  "Other  Deductions"  for
     maintenance and custodian fees on Periodic  Payment Plans after  completion
     of payments and annual charges for special administrative duties.

**   Reflects  equivalent  of one  additional  monthly  payment  because  of the
     required double initial payment.

  For Comparison of Cost of FIC Contractual Plan versus An Open Account in the
Same Underlying Fund See "Statistical Data Applicable to First Investors Plans."


                                    THE PLANS

     First Investors Single Payment and Periodic Payment Plans for Investment in
First Investors Fund For Income, Inc. (each, a "Plan") is a long-term investment
program. The Sponsor of the Plan is First Investors Corporation (the "Sponsor").
The custodian is The Bank of New York (the  "Custodian").  Plan payments,  after
the deduction of all applicable  fees, are invested at net asset value in shares
of First  Investors Fund For Income,  Inc., an open-end  diversified  management
investment  company  (the  "Fund").  The Fund  primarily  seeks a high  level of
current  income  and  secondarily  seeks  growth  of  capital  (see  "Underlying
Investment").

Periodic Payment Plans

     Periodic   Payment  Plans  provide  for  regular  and  systematic   monthly
investment  over a period of either ten or fifteen  years.  From the  investor's
viewpoint,  the  operation  of the Plan is extremely  simple.  Once the investor
understands  the Plan and decides to adopt it, the investor need only decide how
much to pay regularly_it can be as little as $50 per month, or as much as $1,000
per month or more, limited to 120 or 180 payments.  The investor can then decide
the most  convenient  time to make  regular  payments.  The  investor  will also
probably  choose to name a beneficiary  by  completing a  Declaration  of Trust.
These questions settled, with the assistance of a First Investors


                                       5


<PAGE>



registered   representative,   the  investor   completes  the  appropriate  Plan
application, writes out a check to the order of The Bank of New York, Custodian,
to cover the first payment (the initial payment  requires a sum representing two
monthly payments), and the First Investors registered representative will submit
the  application  and  check  to   Administrative   Data  Management  Corp.  for
processing.  After the  approval  of the  application  by the  Sponsor,  a First
Investors  Periodic  Payment Plan Certificate will be forwarded to the investor.
Following  the double  initial  payment,  subsequent  Plan payments must be made
through First Investors Money Line or Automatic Payroll Investment, as described
below.

     First  Investors  Money Line.  This  service  allows you to invest  through
automatic deductions from your bank checking account. You must complete and sign
the First  Investors  Money  Line  portion of the Plan  application  in order to
participate in this service.  Any loss or expense incurred by the Sponsor or any
delinquency  in  Plan  payments   resulting  from  insufficient   funds  in  the
Planholder's  checking account or otherwise will be the Planholder's  liability.
You may decrease the amount or  discontinue  this service at any time by calling
Administrative   Data  Management   Corp.  at   1-800-423-4026   or  writing  to
Administrative   Data  Management  Corp.,  581  Main  Street,   Woodbridge,   NJ
07095-1198,  Attention:  Control  Dept.  To increase the amount,  send a written
request to  Administrative  Data  Management  Corp.  at the address noted above.
Allow up to 5 days for processing your request. Please include the Plan name and
account number whenever writing to Administrative Data Management Corp.

     Automatic  Payroll  Investment.  You also may  arrange for  automatic  Plan
payments on a systematic basis through salary deductions, provided your employer
has  direct  deposit  capabilities.  You must  complete  and sign the  Automatic
Payroll  Investment  portion of the Plan  application in order to participate in
this  service.  Arrangements  must  also be made with  your  employer's  Payroll
Department.  You may change the amount  invested or  discontinue  the service by
contacting your employer.

     When a  Planholder's  payment is received,  the Sponsor will  determine the
authorized  deductions and the number of full and fractional  shares of the Fund
to be acquired and will credit the requisite shares to the Planholder's account.
To the extent that there are shares to be sold for other Planholders on the same
day,  new shares  purchased  will be offset by shares  sold.  The price paid for
shares is the net  asset  value of  shares  of the Fund  next  determined  after
receipt of such payment.  See the Fund's  Prospectus  for  information as to the
procedure for computing net asset value.  Unless  privileges of termination  are
exercised by the  Planholder or the Sponsor,  each Plan shall  continue in force
for a period of at least twenty years for a ten-year  Periodic  Payment Plan and
twenty-five years for a fifteen-year Periodic Payment Plan.

Single Payment Plans

     Single  Payment  Plans are also  available,  whereby an investor may make a
single  investment  of $1,000  or more,  with  larger  Plans  available  in $100
multiples.  These Plans,  providing  for the same  underlying  investment as the
Periodic Payment Plans,  offer the investment  diversification,  supervision and
research  facilities of the Fund in a single  investment  with an option to have
dividend and capital gain  distributions,  if any, after authorized  deductions,
paid in additional Fund shares without sales charge, or if income is desired, to
have  the net  amount  of  dividend  and  capital  gain  distributions,  if any,
remitted.  The investor may name a beneficiary  by  completing a Declaration  of
Trust.  In  addition,  Class A shares of the Fund may be  exchanged at net asset
value  for  units of a Single  Payment  Plan.  You  should  refer to the  Fund's
Prospectus for further details on


                                       6


<PAGE>



this exchange privilege.

     Single Payment Plans are subject to a sales charge as follows:

                                                       Percent of Sales Charge
                                                      --------------------------
                                                                       To Net
                                                      To Total     Investment in
Amount of Payment                                     Payments      Fund Shares
- -----------------                                     --------     -------------
Less than $25,000 ................................      6.25%          6.67%
$25,000 but under $50,000 ........................      5.75           6.10
$50,000 but under $100,000 .......................      5.50           5.82
$100,000 but under $250,000 ......................      4.50           4.71
$250,000 but under $500,000 ......................      3.50           3.63
$500,000 but under $1,000,000 ....................      2.50           2.56

     There is no sales charge on transactions of $1 million or more.

     Maintenance  and custodian fees are charged against Single Payment Plans in
an amount of 25/100 of 1%  annually  of the single  payment  (minimum  $3.00 and
maximum $30.00) deducted from dividend and capital gain  distributions  (whether
paid in cash or additional  Fund shares) or from the proceeds of the  redemption
of Fund shares to the extent that  dividend and capital gain  distributions  are
insufficient.

     Reduced Sales Charges.  Two or more Single Payment Plans, when purchased at
the same time by a corporation,  partnership, individual, an investor for his or
her own account,  or for the investor,  the investor's spouse and children under
age 21, or by a trustee or other  fiduciary  of a single trust estate or account
may be combined to attain a reduced sales charge.  This privilege does not apply
to a group of individuals who combine their funds directly or indirectly for the
purchase of Plans.

     Upon written notice to the Sponsor, Single Payment Plans are also available
at a quantity discount on new Single Payment Plans purchased if the then current
value at net asset value of all shares of First  Investors  Global  Fund,  Inc.,
First Investors  Government  Fund,  Inc., First Investors High Yield Fund, Inc.,
and/or First Investors  Insured Tax Exempt Fund, Inc.  previously  purchased and
then  owned  under  Single  Payment  Plans,  plus the face  amount of the Single
Payment Plan being purchased, amount to $25,000 or more. Such quantity discounts
may be modified or terminated at any time by the Sponsor.

     Letter of Intent.  Individuals making application for a Single Payment Plan
(restricted  to  applicants  as listed  above)  may also sign a Letter of Intent
indicating  their  intent to purchase  additional  Single  Payment  Plans within
thirteen  months from the date of the original  purchase.  Such Letter of Intent
may be  filed  at any  time  during  a  period  of 90 days  from the date of the
application.  A statement  filed after the date is  retroactive to that date for
computation of the 13-month period. A Letter of Intent can also be amended:  (a)
during the  13-month  period if the investor  files an amended  Letter of Intent
with the same expiration date as the original,  or (b)  automatically  after the
end of the period,  if total purchases  credited to the Letter of Intent qualify
for an  additional  reduction in the sales charge.  If and when such  additional
purchases  have been made and the total of all Single Payment Plans so purchased
have  attained  an  aggregate  amount (at least  $25,000),  they  qualify  for a
reduction  of sales  commission.  The  execution  of a Letter of Intent is not a
binding obligation on the part of the investor.


                                       7


<PAGE>


     If total  purchases  pursuant  to such  Letter of Intent  are less than the
amount  stipulated  therein,  the Planholder must remit to the Sponsor an amount
equal to the  difference in the dollar amount of sales charges  actually paid by
the Planholder  and the amount of sales charges which the Planholder  would have
paid on his or her  aggregate  purchases if the total of same had been made at a
single  time.  If such  payment  is not made  following  the  expiration  of the
13-month  period,  an  appropriate  number  of  shares  of  the  Fund  shall  be
surrendered for redemption to pay such sales charge. Fund shares remaining after
such redemption shall be delivered to the Planholder or as he or she directs.

     An investor can achieve the same investment  results by investing  directly
in the Fund  under a Letter  of  Intent,  without  paying  the  maintenance  and
custodian fees applicable to the Plan.

                              UNDERLYING INVESTMENT

     First Investors Fund For Income, Inc., an open-end  diversified  management
investment  company,  primarily seeks to earn a high level of current income and
secondarily seeks growth of capital.  The Fund seeks to achieve these objectives
by investing,  under normal circumstances,  in lower-grade,  high yielding, high
risk debt securities  (commonly  referred to as "junk bonds").  Investors should
refer  to the  Fund's  Prospectus  for a  detailed  description  of  the  Fund's
investment  objectives  and  policies.  There is no  assurance  that the  Fund's
objectives will be achieved.

                                OTHER DEDUCTIONS

     The Plan  provides  that  there  may be  deducted  from the  assets  of the
Planholder, fees or expenses as follows:

     After the  expiration  of a period of ten  years  (or  fifteen  years for a
15-Year  Plan)  from the date of a Plan,  or  prior  to the  expiration  of such
period,  if there has been a lapse of one year from the date of the Planholder's
last  payment  that  makes a Plan one  year or more  delinquent,  a  charge  for
bookkeeping and  administrative  services will be made in monthly,  quarterly or
semiannual  installments,  at the rate of  25/100  of 1% per  annum of the total
agreed payments,  subject to a minimum annual charge of $3 and a maximum of $30.
This fee shall be  deductible  from  dividend  and  capital  gain  distributions
(whether  paid in cash or  additional  Fund  shares) or from the proceeds of the
redemption  of  Fund  shares  to the  extent  that  dividend  and  capital  gain
distributions are insufficient.

     In the  case  of an  assignment,  release  of an  assignment,  transfer  of
ownership,   partial  withdrawal  or  liquidation  or  complete  withdrawal  and
termination  from a  non-retirement  plan account (if made before  completion of
Plan payments or before the  expiration of 10 years from the date of issuance of
a  Single  Payment  Plan),   certain  transfers  or  replacement  of  lost  Plan
certificates,  and reinvestment of partial liquidations, a specified service fee
of $2.25 is  charged.  In the case of a partial  withdrawal  or  liquidation  or
complete  withdrawal and termination from a retirement plan account, a specified
service  fee  of  $7.00  is  charged.  For  a  retirement  plan  transfer,  Plan
certificate  transfer or replacement,  reinvestment of a partial  liquidation or
complete withdrawal and termination from a retirement plan account, such fee may
be paid  directly  by the  Planholder  or  deducted  from  the  proceeds  of the
redemption  of Fund  shares,  if  desired.  For an  assignment  or release of an
assignment, such fee must be paid directly by the Planholder.

     After  one year from the  issuance  of a Single  Payment  Plan or after the
thirteenth  payment has


                                       8


<PAGE>




been made on a Periodic  Payment  Plan, a charge of up to $5.00 will be deducted
on an annual basis from dividend or capital gain distributions  (whether paid in
cash or additional  Fund shares) or from the proceeds of the  redemption of Fund
shares  to  the  extent  that  dividend  and  capital  gain   distributions  are
insufficient.  This  charge is to  reimburse  the  Sponsor  for actual  expenses
incurred  by  the  Sponsor  in  performing  certain  administrative  duties,  as
described  under  "Sponsor  and  Underwriter."  (See  the  Plan's  Statement  of
Operations  for  Delegated  Service  Fees.)  Some  administrative  services  are
performed by the Fund at no expense to shareholders.

     The foregoing fees mentioned for  bookkeeping and  administrative  services
and for specific services are paid, as are the maintenance and custodian service
fees deducted from periodic payments, to the Sponsor as reasonable  compensation
for the Sponsor's  performing such services.  The Sponsor  reserves the right to
change the fees charged to Planholders.

     Neither the Custodian  nor the Sponsor  shall be personally  liable for any
taxes levied or assessed against them or either of them with respect to the Fund
shares in the custody of the Custodian,  or arising from the income therefrom or
redemption or transfer thereof.  Deductions may be made from time to time to pay
tax  liabilities  and claims  therefor,  and if  necessary,  Fund  shares may be
redeemed to provide funds for the payment of such liabilities or the creation of
reserves therefor. The term "tax liability" includes not only taxes and possible
taxes but also  auditing  expenses  and  counsel  fees  incurred  in  connection
therewith.

                      RIGHTS AND PRIVILEGES OF PLANHOLDERS

     Each Plan issued is registered in the name of the  Planholder and is in the
form of an individual agreement between First Investors Corporation,  as Sponsor
of the Plan,  and the  Planholder.  The Bank of New York is appointed  Custodian
under each agreement.  The Custodian performs only bare custodianship functions,
while the Sponsor has assumed  bookkeeping and  administrative  functions as set
forth  under the heading  "Sponsor  and  Underwriter."  No  amendment  adversely
affecting  outstanding  Plans  may be  made  without  the  Planholder's  express
consent.

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

(1)  Dividends and Other Distributions

     Dividend and other distributions received by Planholders are dependent upon
the  distributions  made by the Fund.  Dividends  from the Fund's net investment
income  (consisting of interest and dividends,  earned discount and other income
earned on portfolio  securities less expenses) are generally  declared daily and
paid monthly.  Unless you direct Administrative Data Management Corp. otherwise,
dividends  declared  by the Fund are paid in  additional  Fund shares at the net
asset value  (without  sales  charge)  generally  determined  as of the close of
business  on the  first  business  day of the  following  month.  The Fund  also
distributes  substantially  all of its  net  capital  gain  (the  excess  of net
long-term  capital gain over net  short-term  capital  loss) and net  short-term
capital gain, if any,  after  deducting any available  capital loss  carryovers,
with  its  regular  dividend  at  the  end  of  the  year.   Unless  you  direct
Administrative Data Management Corp. otherwise,  these distributions are paid in
additional  shares of the Fund at the net asset  value  (without  sales  charge)
generally determined as of the close of business on the business day immediately
following the record date of the distribution. Dividends and other distributions
paid in Fund shares are added to


                                       9


<PAGE>


your Plan account.

     In order to be eligible to receive a dividend  or other  distribution,  you
must own Fund  shares  as of the close of  business  on the  record  date of the
distribution.  You may elect to receive dividends and/or other  distributions in
cash by  notifying  Administrative  Data  Management  Corp.  by  telephone or in
writing prior to the record date. If you elect this form of payment, the payment
date generally is two weeks following the record date of any such  distribution.
Your  election  remains in effect until you revoke it.  Reference is made to the
Fund's Prospectus for additional  information as to the payment of dividends and
capital gain distributions by the Fund.

(2)  Declaration of Trust

     A Planholder may, without  transferring  his or her Plan,  execute and file
with the Sponsor  from time to time  revocable  Declarations  of Trust in a form
acceptable  to the  Sponsor,  declaring  that the Plan and the Fund  shares held
thereunder  are held in trust for the benefit of the person or persons  named in
such  Declaration of Trust upon the terms therein stated.  Declarations of Trust
are not available to UGMA or UTMA accounts.

(3)  Partial Liquidation Without Termination

     After six months  from the date of purchase  of a Single  Payment  Plan and
after making 20 payments or the equivalent thereof on a Periodic Payment Plan, a
Planholder  may at any time  withdraw a portion of the Fund shares in his or her
Plan account without  terminating  the Plan. In addition,  if six months or more
have elapsed from the date of a  substantial  prepayment  on a Periodic  Payment
Plan (at least equal to initial  payments  1-13),  a Planholder  may at any time
redeem a portion of the Fund  shares in his or her account  without  terminating
the Plan.  The  liquidation  must be for at least $50 and cannot be in excess of
80% of the value of the Planholder's  account. The proceeds of the redemption of
Fund shares or the Fund share  certificate  will be mailed to the  Planholder or
designee of the Planholder. Requests for partial liquidations must be in writing
as more  fully  described  under  "Method of  Selling  Shares."  Where a partial
liquidation  has been  effected  through  the  redemption  of Fund  shares,  the
Planholder may reinvest in an amount equal to the proceeds of such redemption by
sending a check payable to The Bank of New York, Custodian,  c/o First Investors
Corporation,   581  Main  Street,   Woodbridge,  New  Jersey  07095,  Attention:
Non-Retirement  Dept.  Such funds will be applied to the purchase of Fund shares
at a net asset  value  based on the next  price  computation  and held under the
Planholder's  account.  The  number of Fund  shares may be more or less than the
amount redeemed due to the purchase price in effect at the time the reinvestment
is made. Where a partial liquidation has been effected through the withdrawal of
Fund shares, rather than the redemption, such shares may at any time be replaced
by  redepositing  the share  certificate  with the Custodian c/o First Investors
Corporation,  581 Main Street,  Woodbridge, NJ 07095. (There is a fee, currently
$2.25,  for each partial  liquidation  or  reinvestment.)  Reinvestment  of such
partial  liquidation  will be made only upon written  request of the  Planholder
accompanied by the appropriate payment. The partial liquidation and reinvestment
privilege is intended to facilitate the temporary use for emergency  purposes of
funds invested in a Plan. If a Planholder  realizes a gain on liquidation,  such
gain is taxable for Federal income tax purposes even though all of such proceeds
are reinvested.

(4)  Transfer or Assignment

     A  Planholder  may (a)  assign  his or her Plan and the  Fund  shares  held
thereunder to a bank or


                                       10


<PAGE>



loan  institution  as security for a loan; or (b) transfer and assign his or her
Plan and Fund shares to another person, in the form and manner acceptable to the
Sponsor.  If  assignment  is made without  consent of the Sponsor it will not be
recorded on the records of the Plan. (There is a fee,  currently $2.25, for each
assignment or transfer.)

(5)  Complete Withdrawal and Termination

     A Planholder  may, at any time,  terminate his or her Plan by  surrendering
the  Plan  Certificate  and  other  required  documents,  where  applicable,  to
Administrative  Data Management Corp., 581 Main Street,  Woodbridge,  New Jersey
07095,  Attention:  Non-Retirement  Dept.  and may request  delivery of the Fund
shares  accumulated,  registered in his or her name, or request their redemption
and remittance to the Planholder of the proceeds of such redemption. (There is a
fee,  currently  $2.25,  for  withdrawal or  liquidation  prior to completion of
Periodic  Payment Plans.)  Requests for termination and complete  liquidation or
withdrawal  must be in writing.  Please refer to "Method of Selling  Shares" for
instructions on making a complete  withdrawal or termination.  Any adjustment in
sales or other charges  occasioned by virtue of  termination  by the  Planholder
through the exercise of the refund privileges (see "Refund  Privileges") will be
made at the same  time.  The  redemption  price is the net  asset  value of Fund
shares effective after receipt of the request in "good order," as defined below,
by Administrative Data Management Corp., 581 Main Street, Woodbridge, New Jersey
07095.

(6)  Reports, Receipts and Notices

     The Sponsor will mail to each Periodic Payment Planholder a receipt of each
payment,  including  a  statement  of the  number of shares  held for his or her
account,  and  notices  of  payments  due in  advance  of their  due  date.  The
Planholder  will  also be sent  annual  and  semi-annual  reports  of the  Fund,
distribution  notices and tax statements  relating to the Plan (TIN 13-2670442),
and at least annually a current Fund Prospectus.

(7)  Voting Rights

     The Planholder  will be sent notice of any meeting at which his or her Fund
shares may be voted and will be sent voting  instruction forms. The Sponsor will
cause the  Custodian  to vote any  Planholder's  shares in  accordance  with the
Planholder's instructions,  or if the Planholder so requests, to give him or her
a proxy or  otherwise  arrange for his or her  exercise of voting  rights at any
meeting.  If the Planholder does not exercise any of the above  privileges,  the
Sponsor  will cause the  Custodian to vote his or her Fund shares for or against
each matter on which the Planholder is entitled to vote, in the same  proportion
as indicated in the voting  instructions  given the Custodian on behalf of other
Planholders.

(8)  Prepayment

     Planholders of Periodic  Payment Plans may accelerate  completion of a Plan
by  making  full or  partial  payments  in  advance  of their  due  dates.  Such
prepayments  do not in any way  accelerate  the due  dates of  unpaid  payments.
Unpaid  payments  will be  considered to be due on that date on which they would
have originally been required if all prior payments (whether or not in fact made
in  advance)  had been made when they were  respectively  due.  In the event the
Planholder  makes a payment  aggregating  twelve or more monthly  payments,  the
deductions  therefrom for  maintenance and custodian fees will be reduced by 50%
of the scheduled fees. A Planholder considering advance

                                       11


<PAGE>



payments  should keep in mind that direct  purchases  of Fund shares  enable the
investor to put more of his or her money to work  immediately  and over the life
of a Fund  account  than would be  possible  under the life of the Plan  offered
hereby.

(9)  Refund Privileges

     Within 45 days after the issuance of the Plan  Certificate,  Planholders of
Periodic  Payment  Plans will receive a statement of charges to be deducted from
the  projected  Plan  payments and a notice of his or her right to withdraw from
the Plan. Planholders electing to exercise this right of withdrawal will receive
a full  refund of all charges  deducted  from  payments  made plus the net asset
value of Fund  shares  accumulated  in his or her  Plan  account,  provided  the
Planholder  surrenders  his or  her  Plan  Certificate  to  the  Sponsor,  First
Investors Corporation, 581 Main Street, Woodbridge, New Jersey 07095, Attention:
Non-Retirement Dept., so that it is received within 45 days after the mailing to
the  Planholder of such  withdrawal  notice.  Please refer to "Method of Selling
Shares" for instructions on making requests for refunds of sales charges.

     If a Planholder  misses any three payments  (which need not be consecutive)
among the first  fifteen  payments  due under his or her Plan or any one payment
thereafter,  but  prior to the 18th  payment,  the  Planholder  will  receive  a
separate  written notice  informing the Planholder of (1) the right to surrender
his or her Plan  Certificate,  (2) the value of his or her Plan  account  at the
time of the  mailing  of the  notice,  and (3) the  amount to which he or she is
entitled.  Moreover,  the  Planholder  has a right to  request  a refund  of the
portion of the sales charges  which exceeds 15% of the gross  payments he or she
has made plus the then net asset value of the Fund shares  accumulated in his or
her Plan account, provided the Planholder surrenders his or her Plan Certificate
so that it is received by the Sponsor at the address in the preceding  paragraph
within 18 months of the date the Plan  Certificate was issued.  Planholders will
be sent notices setting forth these refund  privileges not less than 30 days and
not more than 60 days prior to the expiration of the 18 month right to receive a
refund.

(10) Completion of Plan

     Upon completion of all Plan payments, the Planholder may elect to terminate
the Plan or have the Fund shares  accumulated  under the Plan held in his or her
Plan account.

     A Planholder  who elects to terminate  the Plan account may either  receive
the proceeds  from the  redemption of the Fund shares held in his or her account
or transfer  those  shares to a Fund  account.  Reference  is made to "Method of
Selling  Shares" for  instructions  on how to terminate a Plan.  Planholders who
elect to receive the proceeds from the  redemption of Fund shares will realize a
gain or loss for Federal income tax purposes.

     As soon as possible  after the close of each calendar  year, the Planholder
will be advised of the amount and nature of the distributions declared on his or
her behalf  during  such year.  Planholders  who elect to have their  investment
remain in their Plan account may make no more payments or contributions into the
account. Dividend and capital gain distributions will continue to be paid on the
Fund  shares  held  in the  Planholder's  account  and  annual  maintenance  and
custodian fees will continue to be deducted from the Planholder's account.

                            METHOD OF SELLING SHARES


                                       12


<PAGE>



     A Planholder  may, by written  request  filed with the Sponsor,  direct the
redemption  of some but not all of the Fund  shares  credited to his or her Plan
account or,  upon  surrender  of the Plan  Certificate,  terminate  the Plan and
direct  the  redemption  of all of his or her  shares.  The  Sponsor  will cause
payment to be made by check  within  seven days after the  written  request  for
liquidation or termination  "in good order" is received by  Administrative  Data
Management Corp.  Requests for liquidation or termination should be addressed to
Administrative  Data Management Corp., 581 Main Street,  Woodbridge,  New Jersey
07095-1198,  Attention:  Non-Retirement Department.  "Good order" means that the
request for liquidation or termination must include:

     (1) a letter of instruction specifying the account number and the number of
Fund shares or dollar amount to be redeemed.  This request must be signed by all
registered   Planholder(s)  in  the  exact  name(s)  in  which  the  account  is
registered;

     (2) required signature guarantees;

     (3) in the case of termination requests only, the Plan Certificate,  if one
was issued; and

     (4) other supporting legal documents,  as required by  Administrative  Data
Management Corp. In the case of estates, trusts, guardianships,  custodianships,
corporations, partnerships or other organizations, additional information may be
required. Please call Administrative Data Management Corp. at 1-800-423-4026 for
further information.

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

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

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

     The  redemption  price of Fund shares will be the net asset value per share
next determined  after receipt by  Administrative  Data Management  Corp. of the
request "in good order," as noted above. To the extent that there are offsetting
new purchases on the same day for the accounts of other Planholders, redemptions
will be netted against those purchases.  If, on any business day, there are more
shares offered for redemption  than required for new purchases,  the excess will
be presented to the Fund for redemption or repurchase at the next determined net
asset  value.  For a  discussion  of  emergency  pricing  practices  when  FIC's
Woodbridge offices are unable to open for business due to an emergency,  see the
Fund's Prospectus.  The right to receive cash, however,  may be suspended during
any period  when the Fund shall have  suspended  the right to redeem its shares.
The  Board of  Directors  of the Fund may  suspend  the right of  redemption  or
postpone the date of payment  during any period when (a) trading on the New York
Stock  Exchange  ("NYSE") is  restricted as  determined  by the  Securities  and
Exchange  Commission  or such  Exchange  is closed for other than  weekends  and
holidays, (b) the Securities and Exchange Commission has by order permitted such
suspensions, or (c) an emergency, as defined by rules of the Commission, exists


                                       13


<PAGE>



during which time the sale of portfolio  securities  or valuation of  securities
held by the Fund are not  reasonably  practicable.  For  additional  information
regarding  redemption rights and suspension thereof,  refer to the Prospectus of
the Fund.

                       TERMINATION OF PLAN BY THE SPONSOR

     Either the Sponsor or the Custodian may, but is not required to,  terminate
a Plan as hereinafter provided, after:

     a) the  expiration  of 20  years  from the  date of  inception  of a Single
Payment Plan;

     b) the  expiration  of 20 years  from the date of  inception  of a Periodic
Payment Plan providing for 120 payments over 10 years; or

     c) the  expiration  of 25 years  from the date of  inception  of a Periodic
Payment Plan providing for 180 payments over 15 years.

     If a Planholder  fails to make a Plan payment on or before the due date, he
or she will be considered in default.  Should any Planholder continue in default
for a period of two years or more,  the Sponsor may terminate his or her Plan as
hereinafter  provided.  As a matter of policy the power to terminate  because of
default  will usually be exercised  only when the default has  continued  over a
comparatively long period and the dividend and capital gain distributions on the
Fund shares are insufficient to cover maintenance and custodian charges.

     If the Sponsor or the  Custodian  shall  determine to exercise its right to
terminate  any Plan for the reasons  noted  above,  the Sponsor will mail to the
Planholder at his or her address  noted on its records a notice of  termination.
Within 60 days of the date of such notice of  termination,  the Planholder  must
surrender the Plan Certificate to the Sponsor and elect to receive either: (a) a
share  certificate  for the amount of full Fund  shares and the  proceeds of any
fractional  Fund  share  accumulated  in his or her  Plan  account  or;  (b) the
proceeds  from  the  redemption  of  all  Fund  shares  in the  account.  If the
Planholder fails to so elect,  the Sponsor may, without further notice,  either:
(a) cause the issuance of a share  certificate in the Planholder's  name for the
amount  of full  Fund  shares  accumulated  in his or her Plan  account  and the
redemption of any fractional Fund share; or (b) cause the redemption of all Fund
shares in the Plan account.  The Sponsor will hold the share  certificate or the
net proceeds  from the  redemption of Fund shares for delivery or payment to the
Planholder  upon surrender of the Plan  Certificate.  If the Planholder does not
surrender his or her Plan  Certificate  after an additional 60 days, the Sponsor
may, without receiving a Plan Certificate,  mail to the Planholder at his or her
address noted on its records either:  (a) a share  certificate for the amount of
full Fund  shares and a check for the  fractional  Fund  shares;  or (b) a check
representing  the net proceeds of the  redemption of all Fund shares in the Plan
account.  Reference is made to the Fund's Prospectus for the method of redeeming
share  certificates.  Planholders  who elect to receive  the  proceeds  from the
redemption  of Fund  shares will  realize a gain or loss for Federal  income tax
purposes.

     Furthermore,  a Planholder who does not make the regularly scheduled second
payment  within a period of 60 days after it becomes due shall be  considered in
default.  In such event, the Sponsor reserves the right to terminate the Plan by
giving the Planholder  written notice and refunding the entire initial  payment,
less deductions, upon surrender of the Plan Certificate.



                                       14


<PAGE>


     Reference  is made to "Other  Deductions"  relative  to charges  made after
completion of ten or fifteen years or in cases of default.  Such deductions that
cannot  be  satisfied  from  distributions  available  will  be  made  from  the
redemption of Fund shares held in the Planholder's account.

     No interest will be payable on funds held for Planholders pending surrender
of Plan Certificates.  Any assets undelivered to the Planholder shall be held by
the Custodian in custody, subject to disposition under applicable state law.

     Any notice  required or  permitted to be given to the  Planholder  shall be
conclusively  deemed  to have been  given  when such  notice is  enclosed  in an
envelope,  addressed to the Planholder at the Planholder's  address, as noted on
the records,  and deposited in the United States Mail, postage prepaid. The date
of the  mailing  of such  notice  shall be deemed to be the date of giving  such
notice.

                         EXCHANGES INVOLVING OTHER PLANS

     You may exchange at relative net asset value of the underlying  Fund shares
into or from any other  single  or  periodic  payment  plan of the same type and
denomination  for which FIC is the Sponsor  without  paying an additional  sales
charge.  If a Planholder elects to exercise this exchange  privilege,  he or she
pays the same sales charge on additional  payments,  and has the same rights and
privileges,  under the new plan as under the current plan. Exchanges can only be
made into accounts  registered to identical  owners.  If your exchange is into a
new account,  it must meet the minimum  investment and other requirements of the
plan into  which the  exchange  is being  made.  Additionally,  the plan must be
available  for sale in the state  where you  reside.  A $10.00  exchange  fee is
charged  for  each  such  exchange.  A check  for the  fee may be  submitted  to
Administrative  Data  Managment  Corp. If the exchange fee is not submitted with
the request, it will be deducted from your Plan account. In addition,  the $2.25
redemption  fee  applicable to Plan  liquidations  (see "Other  Deductions")  is
charged for each exchange.

     Before  exchanging  your Plan,  you should read the  Prospectus for the new
plan and the  Prospectus  for its  underlying  Fund  investment  into  which the
exchange is to be made. You may obtain these  Prospectuses  and information with
respect to which plans  qualify  for the  exchange  privilege  free of charge by
calling  Shareholder  Services at 1-800-423-4026.  Exchange requests received in
"good  order"  by  Administrative   Data  Management  Corp.,  581  Main  Street,
Woodbridge, New Jersey 07095, Attention:  Non-Retirement Dept., before the close
of regular trading on the NYSE,  generally 4:00 P.M. (New York City time),  will
be processed at the net asset value of the underlying Fund shares  determined as
of the  close of  regular  trading  on the NYSE on that day;  exchange  requests
received after that time will be processed on the following trading day.

     Exchanges  should  be made for  investment  purposes  only.  A  pattern  of
frequent  exchanges  may be contrary to the best  interests  of the Fund's other
shareholders. Accordingly, the Sponsor has the right, at its sole discretion, to
limit the amount of an exchange,  impose a holding period,  reject any exchange,
or,  upon 60  days'  notice,  materially  modify  or  discontinue  the  exchange
privilege.  The Sponsor in consultation with the Fund's investment adviser, will
consider all relevant factors in determining  whether a particular  frequency of
exchanges  is  contrary  to  the  best  interests  of the  Fund  and  its  other
shareholders.  Any such restriction will be made by the Sponsor on a prospective
basis only, upon notice to the Planholder not later than ten days following such
Planholder's most recent exchange.

     An exchange  between  plans will  result in a taxable  gain or loss to you,
depending on whether


                                       15


<PAGE>



the redemption  proceeds from the  underlying  Fund shares are more or less than
your adjusted basis for the Plan (which normally includes the sales charges paid
under the Plan). Please refer to "Taxes" and the Fund's Prospectus.

                         SUBSTITUTION OF OTHER SHARES AS
                      THE UNDERLYING INVESTMENT OF THE PLAN

     Subject to prior approval of the Securities  and Exchange  Commission,  the
Sponsor  may,  whenever the Sponsor  deems it to be in the best  interest of the
Planholders,  substitute other shares as the underlying investment of the Plans.
Such  substitution  may include shares  previously  purchased or may affect only
shares to be purchased. Shares to be substituted must be generally comparable to
the shares previously purchasable under the Plans and as a matter of policy will
be limited to shares  registered  with the Securities  and Exchange  Commission.
Before any substitution may be made by the Sponsor it shall:

     (1) Apply for and receive prior  approval from the  Securities and Exchange
Commission permitting such substitution under the provisions of Section 26(b) of
the Investment Company Act of 1940, as amended;

     (2) Notify the Custodian of the proposed substitution;

     (3) Give written notice of the proposed  substitution  to the  Planholders,
describing the new shares and notifying  them that unless they  surrender  their
Plan  Certificates to the Sponsor for  termination  within 30 days, they will be
conclusively deemed to have authorized the substitution; and

     (4) In the  case  of  substitution  of new  shares  for  shares  previously
purchased,  furnish new shares which have an aggregate  net asset value at least
equal to the aggregate value of the shares previously purchased,  based on their
published or quoted bid price.

     Unless the Sponsor shall receive from the  Planholder,  within 30 days from
the date of the Sponsor's notice,  written notice that he or she desires to make
a complete  withdrawal,  the Sponsor is  authorized to cause the purchase of new
shares and, if the old shares are to be  exchanged,  to exchange  the old shares
for the substituted shares.

     In the event of  substitution  the  Planholder is required to be advised in
writing within 5 days after such  substitution is made. Any expenses and charges
involved in such  substitution,  other than proper  transfer  taxes and charges,
will be borne by the Sponsor.

     In the event that shares used as the underlying  investment of the Plan may
not be  purchasable  for a  period  of 90  days,  and if the  Sponsor  does  not
substitute other shares, it is agreed that the Plan will be terminated,  and the
Sponsor is authorized to complete such termination.

                             SPONSOR AND UNDERWRITER

     First Investors  Corporation (TIN  13-2608328),  95 Wall Street,  New York,
N.Y.,  10005,  was organized under the laws of the State of New York in February
1968. It is a member of the National  Association  of Securities  Dealers,  Inc.
First Investors  Corporation is the Sponsor and the Underwriter of the Plan. The
Plan is offered for sale by registered representatives of the


                                       16


<PAGE>



Underwriter.

     First  Investors  Corporation  also acts as the Sponsor and  Underwriter of
Periodic  and/or Single  Payment Plans for the  accumulation  of shares of First
Investors  Government  Fund,  Inc., First Investors High Yield Fund, Inc., First
Investors Global Fund,  Inc., and First Investors  Insured Tax Exempt Fund, Inc.
and as underwriter for the First Investors family of mutual funds.

     First Investors Consolidated  Corporation owns all of the outstanding stock
of First Investors  Corporation and Administrative Data Management Corp. and all
of the outstanding  voting common stock of First Investors  Management  Company,
Inc.,  the  investment  adviser to the Fund.  Mr. Glenn O. Head  controls  First
Investors  Consolidated  Corporation  and  therefore  controls  First  Investors
Management Company, Inc., the investment adviser to the Fund.

     The Sponsor and its administrative  agent,  Administrative  Data Management
Corp., a subsidiary of First Investors Consolidated  Corporation,  the Sponsor's
parent  organization,  are  responsible  for  the  performance  of  all  regular
bookkeeping and administrative services with respect to the Plans, as more fully
set forth below. In addition,  the Sponsor is responsible for the performance of
certain special administrative  services,  specifically:  causing the mailing to
Planholders of prospectuses,  when applicable,  annual and semiannual reports of
the Fund,  and required  dividend and tax  notices;  and causing an  independent
annual audit of the records of the Custodian and the  preparation  and filing of
required tax returns.  The Sponsor receives all of the maintenance and custodian
fees  deducted from payments or imposed on an annual basis as set forth on pages
2 through 4 and all of the fees for specific  services as set forth under "Other
Deductions."  For the year ended  December  31,  1996,  these fees  amounted  to
$457,596,  all of which were paid to  Administrative  Data Management  Corp. The
Sponsor assumes no duties or obligations not specifically imposed upon it by the
Plan.

     In general,  and without  limitation,  the bookkeeping  and  administrative
services  assumed by the Sponsor and  Administrative  Data Management  Corp. are
comprised of the  maintenance  of all records  relating to the  Planholders  and
their accumulated Fund shares, the processing of payments from Planholders,  the
processing of proceeds to withdrawing or terminating Planholders,  the placement
of orders  with the  underwriter  of the  Fund's  shares  for the  purchase  and
redemption of Fund shares on behalf of the  Planholders,  the calculation of the
number of shares to be  purchased or redeemed or credited as dividend or capital
gain distributions, the causing of the mailing of all required notices and other
information  to Planholders  and the handling of all contact and  correspondence
with and inquiries from Planholders.

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

     A blanket  fidelity  bond in an amount of  $5,000,000  is carried with Gulf
Insurance Company covering the acts of Directors,  Officers, Employees and Sales
Personnel  of the  Sponsor.  An  excess  blanket  fidelity  bond in an amount of
$20,000,000 is carried with the ICI Mutual Insurance Company,  covering the acts
of Directors, Officers and Employees of the Sponsor. A $30,000,000 Directors and
Officers/Errors  and Omissions  Liability  Insurance Policy is also carried with
ICI


                                       17


<PAGE>



Mutual Insurance Company.

                                    CUSTODIAN

     The Bank of New York (TIN  13-4941102),  48 Wall  Street,  New York,  N.Y.,
10286, acts as Custodian under the Custodian  Agreement dated November 12, 1987.
The  Custodian  is  subject  to  supervision  by  the  New  York  State  Banking
Commission.  The duties of the Custodian  under the  provisions of the Custodian
Agreement are minimal.  The Custodian  holds all  securities,  cash,  checks and
other property in which the funds of the  Planholders  are invested or are to be
invested, all funds held for such investment, all redemption proceeds, and other
special  funds of the  Planholders,  and all  income  upon,  accretions  to, and
proceeds of such  property and funds to the extent such assets are  delivered to
it. All such assets are held  subject to such  disbursements  as the Sponsor may
direct  and  subject  to a charge  for the fees of the  Custodian.  The  Sponsor
directs the Custodian to make disbursements in accordance with the provisions of
the Plan.

     The Custodian  assumes no duties or obligations  not  specifically  imposed
upon it by the Plan.  Without  limiting the  generality  of the  foregoing,  the
Custodian  assumes  no  responsibility  for the  choice of the  investment,  the
investment  policies of the  investment  adviser to the Fund, or for any acts or
omissions on the part of the Sponsor. The Custodian specifically does not assume
the  duties  of  investment  ordinarily  imposed  upon a  trustee,  and its only
obligations  are, as set forth above,  to function as bare  Custodian  under the
Plan. The Custodian may not resign its  custodianship  under the Plan unless the
Plan has been terminated or unless a successor Custodian has been designated and
has accepted the custodianship.

     The Custodian  shall have a lien upon the Fund shares held for  Planholders
and the  proceeds  from any  redemption  thereof  for its fees and  reimbursable
expenses  to the  extent  that  payments  by the  Planholder  and  distributions
received on such Fund shares may be insufficient to pay the same. For the fiscal
year  ended  December  31,  1996 there  were no fees paid to the  Custodian  for
services rendered on behalf of the Plans.

                                      TAXES

     Under the  Internal  Revenue  Code of 1986,  as amended  ("Code"),  you are
deemed, for Federal income tax purposes,  to be the owner of the underlying Fund
shares  accumulated in your Plan account.  The Fund has qualified and intends to
continue to qualify for  treatment as a regulated  investment  company under the
Code,  so that it will be  relieved  of  Federal  income tax on that part of its
investment  company  taxable  income  (consisting  generally  of net  investment
income, net short-term capital gain and, net gains from certain foreign currency
transactions) and net capital gain that is distributed to its shareholders.

     Dividends from the Fund's investment  company taxable income are taxable to
you as ordinary  income,  whether  paid in cash or in  additional  Fund  shares.
Distributions  of the Fund's net capital  gain,  when  designated  as such,  are
taxable to you as long-term capital gain,  whether paid in cash or in additional
Fund shares,  regardless of the length of time you have owned the shares. If you
purchase  shares  shortly  before  the  record  date  for a  dividend  or  other
distribution, you will pay full price for the shares and receive some portion of
the price back as a taxable  distribution.  You will receive an annual statement
following  the  end  of  each  calendar  year   describing  the  tax  status  of
distributions paid by the Fund during that year.


                                       18


<PAGE>



     The  Sponsor is required to withhold  31% of all  dividends,  capital  gain
distributions  and redemption  proceeds payable to you (if you are an individual
or certain other non-corporate shareholder) if the Sponsor is not furnished with
your correct taxpayer  identification  number,  and that percentage of dividends
and such distributions in certain other circumstances.

     If you itemize  deductions for Federal income tax purposes,  you may deduct
maintenance  and  custodian  fees deducted  from  payments  and/or  dividend and
capital  gain  distributions   only  if  the  requirements   applicable  to  the
deductibility of "miscellaneous  itemized  deductions" are satisfied.  The sales
charges paid in  acquiring  your Plan should be included for tax purposes in the
cost of the Plan and reinvested dividends or distributions.

     The  foregoing  is only a  summary  of some of the  important  Federal  tax
considerations generally affecting the Fund and its shareholders; see the Fund's
Prospectus  and Statement of Additional  Information  for a further  discussion.
There may be other Federal,  state or local tax  considerations  applicable to a
particular investor. You therefore are urged to consult your own tax advisor.

              OFFICERS AND DIRECTORS OF FIRST INVESTORS CORPORATION

The  following  sets  forth  the  officers  and  directors  of  First  Investors
Corporation as well as information as to their other affiliations:

GLENN O. HEAD
     Chairman of the Board and  Director,  95 Wall Street,  New York,  NY 10005.
     Chairman of the Board and Director of First Investors  Management  Company,
     Inc.,  First Investors  Consolidated  Corporation and  Administrative  Data
     Management  Corp.,  and an  officer  and/or  director  of other  affiliated
     companies  of  First  Investors  Corporation  as  well  as  the  investment
     companies of the First Investors Group.

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

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

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

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

KATHRYN S. HEAD
     Vice  President,  Chief  Financial  Officer and Director,  581 Main Street,
     Woodbridge,   NJ  07095.   President   and  Director  of  First   Investors
     Consolidated   Corporation  and   Administrative   Data  Management  Corp.,
     Chairman,  President and Director of First Financial Savings Bank,  S.L.A.,
     President of First Investors Management Company, Inc. and an officer and/or
     director


                                       19


<PAGE>



     of other affiliated companies of First Investors Corporation as well as the
     investment companies of the First Investors Group.

JOHN T. SULLIVAN
     Director,  95 Wall Street, New York, NY 10005.  Director of First Investors
     Management  Company,  Inc.,  First Investors  Consolidated  Corporation and
     Administrative  Data  Management  Corp. and an officer  and/or  director of
     certain affiliated companies of First Investors  Corporation as well as the
     investment companies of the First Investors Group.

ROGER L. GRAYSON
     Director, 95 Wall Street, New York, NY 10005. President and Director, First
     Investors Resources.  Director, First Investors Consolidated Corporation. A
     commodities portfolio manager and a director of the investment companies of
     the First Investors Group.

JEREMY J. LYONS
     Director, 56 Weston Avenue, Chatham, NJ 07928.  Publisher,  Springer-Verlag
     Inc. (publishing), New York, NY. Prior to September 1993, with W.H. Freeman
     & Co. (publishing), New York, NY.

JANE W. KRUZAN
     Director, 232 Adair Street,  Decatur, GA 30030.  Corresponding Secretary of
     charitable organization.

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

MATTHEW SMITH
     Vice President, 581 Main Street, Woodbridge, NJ 07095.

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

ELIZABETH REILLY
     Vice President, 581 Main Street, Woodbridge, NJ 07095.

LARRY R. LAVOIE
     Secretary and General Counsel, 95 Wall Street, New York, NY 10005.  Officer
     of certain affiliated  companies of First Investors  Corporation.  Prior to
     March 1993, a partner in the law firm of Kirkpatrick & Lockhart LLP.

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


                                       20


<PAGE>



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


OTHER OFFICERS

Gary Abbott, Associate Vice President
Philip Adriani, Jr., Associate Vice President
Robert Flanagan, Associate Vice President
Fred Jacobs, Associate Vice President

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


SALES OFFICERS

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

HOWARD FROMAN, Executive Vice President.............Scarsdale Division Executive
JOHN BUCSEK, Senior Vice President.........................Grand Central Complex
CONRAD CHARAK, Senior Vice President..........................Penn Plaza Complex
BRUCE COBEY, Senior Vice President..................Scarsdale Division Executive
GEORGE KECHEJIAN, Senior Vice President.............Scarsdale Division Executive
Thomas Barden, Senior Vice President,...........................Executive Office
John Murphy, Senior Vice President...........................Springfield Complex
Richard Nadeau, Senior Vice President...........................Executive Office
Stuart Rudnick, Senior Vice President..........................Scarsdale Complex
Jay Stainsby, Senior Vice President..............................Buffalo Complex
Bruce Katz, Regional Vice President................................Miami Complex
Andrew Levenson, Regional Vice President..........................Boston Complex
James Morton, Regional Vice President............................Chicago Complex
Paul Prete, Regional Vice President............................New Haven Complex
Ronald Rovelli, Regional Vice President..........................Norfolk Complex
Salvatore Talamo, Regional Vice President...................Indianapolis Complex


                                       21


<PAGE>



                                                             SALES OFFICE STATE

Sam Agust, Vice President.....................................Penn Plaza    NY
Paul Caccomo, Vice President................................Oakland Park    FL
Avra Cohn, Vice President.........................................Skokie    IL
Denis Collins, Vice President................................New Orleans    LA
John Cupo, Vice President......................................Scarsdale     NY
Richard Di Paolo, Vice President................................Columbus    OH
Steven Domenitz, Vice President.............................Philadelphia    PA
Ben Gardner, Vice President..................................Wall Street    NY
John Golden, Vice President..................................Garden City    NY
Gus Graff, Vice President.....................................Hicksville    NY
James Hoysick, Vice President.....................................Denver    CO
Brian Kennedy, Vice President..................................Cleveland    OH
Mary McConnell, Vice President................................Penn Plaza    NY
Thomas Morin, Vice President....................................Richmond    VA
Loren Morse, Vice President...................................Binghamton    NY
Fred Nero, Vice President.........................................Albany    NY
James Reilly, Vice President................................Jersey Shore    NJ
Richard Risley, Vice President..................................Hartford    CT
Malvin Scherr, Vice President.................................Penn Plaza    CA
Norman Wigutow, Vice President................................Washington    DC
Frank Williams, Vice President...............................Wall Street    NY
Max Zwiebel, Vice President...................................Penn Plaza    NY
Frank Cimino, Senior Resident Vice President..............Central Jersey    NJ
Philip Franco, Senior Resident Vice President.............Central Jersey    NJ
Albert Gallo, Senior Resident Vice President..................Penn Plaza    NY
Peter Kulas, Senior Resident Vice President...............Central Jersey    NJ
Louis Lomardi, Senior Resident Vice President..............Grand Central    NY
Richard Paul, Senior Resident Vice President..............Central Jersey    NJ
Edmund Reichard, Senior Resident Vice President..............Wall Street    NY
Buddy Schiff, Senior Resident Vice President.................Garden City    NY
Jack Tuck, Senior Resident Vice President.....................Lauderhill    FL
Janice Barlow, Resident Vice President.............................Tampa    FL
Steve Cooper, Resident Vice President.............................Tucson    AZ
Garrett Cutler, Resident Vice President....................Grand Central    NY
Rufus Ensley, Resident Vice President.........................Penn Plaza    NY
Milton Fried, Resident Vice President.........................Penn Plaza    NY
Christine Froman, Resident Vice President......................Scarsdale    NY
Sal Gallo, Resident Vice President............................Penn Plaza    NY
Peter Hesbacher, Resident Vice President....................Jersey Shore    NJ
Walter Markowitz, Resident Vice President..................Grand Central    NY
Hyman Morgenstein, Resident Vice President....................Penn Plaza    NY
William Newman, Resident Vice President........................New Haven    CT
Alvin Person, Resident Vice President.........................Penn Plaza    NY
Henia Reiser, Resident Vice President.........................Penn Plaza    NY
Frank Sautner, Resident Vice President....................Central Jersey    NJ


                                       22


<PAGE>



Bernard Shultz, Resident Vice President.......................Penn Plaza    NY
Gregory Steinmetz, Resident Vice President.........................Miami    FL
Sanford Zipser, Resident Vice President.......................Hicksville    NY
Cynthia Bordeaux, Associate Vice President.....................Beaverton    OR
Dennis Burd, Associate Vice President.........................Pittsburgh    PA
Jack Cline, Associate Vice President..........................Fort Worth    TX
Michael Fioroni, Associate Vice President....................Springfield    MA
Robert Flood, Associate Vice President.............................Tampa    FL
Gregory Gelineau, Associate Vice President..............Narragansett Bay    RI
John Gentry, Associate Vice President...................Nebraska Central    NE
Dino Giovannone, Associate Vice President.......................Wheeling    WV
Robert Graef, Associate Vice President.........................New Haven    CT
Alan Kasser, Associate Vice President............................Houston    TX
Christopher Kinsky, Associate Vice President......................Denver    CO
Joy Kourkounis, Associate Vice President.........................Buffalo    NY
Stephen Krise, Associate Vice President........................Charlotte    NC
Christopher Long, Associate Vice President.....................New Haven    CT
Vincent Martucci, Associate Vice President..................North Jersey    NJ
John Timothy McCue, Associate Vice President.................Wall Street    NY
Luciano Miceli, Associate Vice President.........................Buffalo    NY
Donald Skelly, Associate Vice President............................Tampa    FL
Timothy Smith, Associate Vice President.........................Newburgh    NY
William Stead, Associate Vice President..........................Phoenix    AZ
Forrest Strickland, Associate Vice President...................Beaverton    OR
Howard Washburn, Associate Vice President........................Seattle    WA
Terry Wasserman, Associate Vice President....................Center City    PA
Rupi Arora, Assistant Vice President..........................Penn Plaza    NY
Kofi Awere, Assistant Vice President.......................Grand Central    NY
Vera Baker, Assistant Vice President.........................Garden City    NY
Sandro Barone, Assistant Vice President......................Wall Street    NY
Arnie Bergman, Assistant Vice President..........................Seattle    WA
Nicholas Bollas, Assistant Vice President.........................Boston    MA
Catherine Bucsek, Assistant Vice President......................Hamilton    NJ
Robert Bugdal, Assistant Vice President...................Central Jersey    NJ
Kelle Cline, Assistant Vice President.........................Fort Worth    TX
Paul Corapi, Assistant Vice President.......................Jersey Shore    NJ
Lisa Danielson, Assistant Vice President.....................Center City    PA
Curtis Davis, Assistant Vice President..........................San Jose    CA
Theodore Davis, Assistant Vice President..........................Albany    NY
Jay Epstein, Assistant Vice President............................Buffalo    NY
Johnny Fu, Assistant Vice President..........................Wall Street    NY
Jack Gardner, Assistant Vice President.......................Wall Street    NY
Anne Geddes, Assistant Vice President............................Detroit    MI
Henry Golinski, Assistant Vice President...................Grand Central    NY
Herman Groen, Assistant Vice President........................Penn Plaza    NY
William Henderson, Assistant Vice President........................Astro    TX
Steven Hurter, Assistant Vice President..........................Seattle    WA


                                       23


<PAGE>



Ronald Hoffer, Assistant Vice President.....................Indianapolis    IN
Fredrick Johnson, Assistant Vice President....................Alexandria    VA
Kevin Keating, Assistant Vice President.........................Wheeling    WV
Rena Komarmy, Assistant Vice President...........................Detroit    MI
Gregory Knupp, Assistant Vice President.........................Syracuse    NY
Robert Kunin, Assistant Vice President......................North Jersey    NJ
Robert McGeorge, Assistant Vice President......................Keeneland    KY
Joyce Messecar, Assistant Vice President...........................Tampa    FL
Kathleen Morton, Assistant Vice President........................Chicago    IL
Karol Noble, Assistant Vice President...........................Hartford    CT
Susan Perry, Assistant Vice President..........................Beaverton    OR
Anthony Philbin, Assistant Vice President.....................Penn Plaza    NY
Mark Phillips, Assistant Vice President............................Tampa    FL
David Roy, Assistant Vice President...............................Boston    MA
Harvey Sanders, Assistant Vice President.....................Wall Street    NY
Tim Scrodin, Assistant Vice President.............................Albany    NY
Stephen Scully, Assistant Vice President.........................Chicago    IL
Peter Shalvoy, Assistant Vice President....................Grand Central    NY
Judith Shedden, Assistant Vice President......................Penn Plaza    NY
Robert Stutzman, Assistant Vice President...............Nebraska Central    NE
Albert Troisi, Assistant Vice President...........................Elmira    NY
Leslie Troisi, Assistant Vice President...........................Elmira    NY
Anthony Trozzi, Assistant Vice President......................Penn Plaza    NY
Camille Vaccaro, Assistant Vice President...................Philadelphia    PA
Anthony Valente, Assistant Vice President......................Scarsdale    NY
Landon Vath, Assistant Vice President........................Twin Cities    MN
Dan White, Assistant Vice President...........................Penn Plaza    NY
Casey Winningham, Assistant Vice President......................San Jose    CA
Mary Wong, Assistant Vice President.....................Nebraska Central    NE



                                       24


<PAGE>

<TABLE>
<CAPTION>

                         STATISTICAL DATA APPLICABLE TO
                              FIRST INVESTORS PLANS


                        CONTRACTUAL PLAN VS. OPEN ACCOUNT
                  COST COMPARISON ($50 per Month--10 Year Plan)

                                                                                                     THE UNDERLYING FUND
                       FIRST INVESTORS PLAN                                                         UNDER AN OPEN ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
                                              Maintenance                          % Net                  % Sales          % Net
                                                  and                   % Total  Investment    Total       Charge       Investment
                      Total         Sales      Custodian    Total        Sales    to Total     Sales      to Total       to Total
                    Payments       Charge        Fees      Charges      Charge    Payments     Charges    Payments       Payments
                    --------       ------        ----      -------      ------    --------     -------    --------       --------

<S>               <C>           <C>         <C>         <C>             <C>        <C>      <C>             <C>            <C>
6 Months .......  $  350.00     $  173.25   $   10.50   $  183.75       49.50%     47.50%   $   21.53       6.25%          93.75%
1 Year .........     650.00        321.75       19.50      341.25       49.50      47.50        39.98       6.25           93.75
2 Years ........   1,250.00        327.03       37.50      364.53       26.16      70.84        76.88       6.25           93.75
10 Years .......   6,000.00        368.83      180.00      548.83        6.15      90.85       369.00       6.25           93.75

</TABLE>



                                       25


<PAGE>


                          $6,000 TEN-YEAR PAYMENT PLAN

      ILLUSTRATION OF A PLAN UNDER FIRST INVESTORS CORPORATION CONTRACTUAL PLANS
          FOR INVESTMENT IN FIRST INVESTORS FUND FOR INCOME, INC.


     This illustration is in terms of an assumed investment of $50 per month for
the period  January 1, 1987 to December 31, 1996 with  dividend and capital gain
distributions paid in additional Fund shares. The Plan provides for ten years of
investing and an additional  ten years during which  dividends  from  investment
income and distributions  from capital gains on accumulated Fund shares are paid
in shares.

     The period covered was one of fluctuating  securities  prices.  The results
shown should not be considered  as a  representation  of the dividend  income or
capital gain (or loss) which may be realized from an investment made in the Fund
today. A program of the type  illustrated  does not assure a profit,  or protect
against depreciation in declining markets.

     The table below was computed at the maximum  current  sales charge of 6.15%
and the current maintenance and custodian fees.

<TABLE>
<CAPTION>

                                                          DEDUCTIONS*
                                                        -----------------      BALANCE       Annual
         MONTHLY PAYMENTS       Annual                        Maintenance      INVESTE       Capital      No. of    Net
- ------------------------------ Dividend      Total                and      AFTER DEDUCTIONS  Gain Distri- Shares    Asset    Total
Year                            Income Re-  Cumulative  Sales  Custodian ------------------- bution Re-   Accumu-   Value   Value of
Ended     Annually  Cumulative  invested     Cost (s)   Charge   Fees    Annually Cumulative invested     lated(b) Reinvest  Shares
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>        <C>         <C>         <C>      <C>      <C>       <C>        <C>        <C>        <C>       <C>      <C>
 1987      650.00     650.00      21.35       671.35   321.75   19.50     330.10     330.10     .00        57.85     5.16     298.54
 1988      600.00   1,250.00      81.24     1,352.59     5.28   18.00     657.96     988.06     .00       183.34     5.18     949.74
 1989      600.00   1,850.00     171.32     2,123.91     5.28   18.00     748.04   1,736.10     .00       337.80     4.16   1,405.27
 1990      600.00   2,450.00     230.17     2,954.08     5.28   18.00     806.89   2,542.99     .00       561.05     2.98   1,671.94
 1991      600.00   3,050.00     339.30     3,893.38     5.28   18.00     916.02   3,459.01     .00       831.26     3.68   3,059.06
 1992      600.00   3,650.00     340.55     4,833.93     5.28   18.00     917.27   4,376.28     .00     1,070.19     3.86   4,130.94
 1993      600.00   4,250.00     448.83     5,882.76     5.28   18.00   1,025.55   5,401.83     .00     1,325.28     4.09   5,420.40
 1994      600.00   4,850.00     532.40     7,015.16     5.28   18.00   1,109.12   6,510.95     .00     1,610.79     3.74   6,024.37
 1995      600.00   5,450.00     624.09     8,239.25     5.28   18.00   1,200.81   7,711.76     .00     1,916.91     4.05   7,763.49
 1996      550.00   6,000.00     731.62     9,520.87     4.84   16.50   1,260.28   8,972.04     .00     2,223.60     4.21   9,361.36
                              ---------                                                       -----
                              $3,520.87                                                       $ .00
                              =========                                                       =====
</TABLE>

* Under the terms of this  Plan,  out of the  initial  double  payment  of $100,
$49.50 is deducted as a sales  charge,  with  $24.75  being  deducted as a sales
charge from each of the next 11 payments.  Additional  deductions  include $3.00
from the  initial  payment  and  $1.50  from  each of the next 11  payments  for
maintenance  and custodian  fees.  Total  deductions  from the first 13 payments
equal $341.25, or 52.5% of the total of the first 13 monthly payments. If all of
the first 10 years' payments are made,  total sales charges and other deductions
amount to 9.15% of the total agreed payments.

(a) Reflects the cumulative total of monthly payments plus the cumulative amount
of dividends paid in shares.

(b) Shares purchased include 1,330.284 from net payments invested,  893.318 from
net dividend income and 0 from capital gain distributions.



                                       26

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board Of Directors
First Investors Corporation
     And The Planholders Of First Investors  Single Payment And Periodic Payment
     Plans For Investment In Class A Shares Of First  Investors Fund For Income,
     Inc.
New York, New York


We have audited the  accompanying  statement of assets and  liabilities of First
Investors  Single  Payment and Periodic  Payment Plans for Investment in Class A
Shares of First  Investors  Fund For Income,  Inc. as of December 31, 1996,  the
related  statement of  operations  for the year then ended and the  statement of
changes in net assets for each of the two years in the period then ended.  These
financial statements are the responsibility of the plan sponsor, First Investors
Corporation.  Our  responsibility  is to express  an opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments held and units  outstanding as of December 31, 1996,
by  correspondence  with the  custodian.  An audit also  includes  assessing the
accounting  principles used and significant  estimates made by the plan sponsor,
as well as evaluating the overall financial statement  presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of First Investors Single Payment
and Periodic  Payment Plans for Investment in Class A Shares of First  Investors
Fund For Income,  Inc. at December 31, 1996,  and the results of its  operations
for the year then  ended and the  changes  in its net assets for each of the two
years in the period then ended, in conformity with generally accepted accounting
principles.


Philadelphia, Pennsylvania
March 7, 1997


                                       27


<PAGE>



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

STATEMENT OF ASSETS AND LIABILITIES

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

ASSETS
   Investments, at value (NOTE 1)
      First Investors Fund For Income, Inc.
         (26,766,734 Class A Shares)
         (cost $120,740,628) (NOTE 3)                             $114,829,289
   Dividends receivable                                                 88,083
                                                                  ------------
         TOTAL ASSETS                                              114,917,372


LIABILITIES
   Dividend payable in cash                          $57,093
   Custodian fees payable                             30,990
                                                     -------
         TOTAL LIABILITIES                                              88,083
                                                                  ------------
NET ASSETS (Equivalent to $4.21 per unit based on
   27,283,743 units outstanding)                                  $114,829,289
                                                                  ============


- --------------------------------------------------------------------------------
The Notes To Financial Statements Are An Integral Part Of These Statements


                                       28


<PAGE>



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

STATEMENT OF OPERATIONS

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

INVESTMENT INCOME
   DISTRIBUTIONS RECEIVED FROM INVESTMENTS
      Net investment income                                         $10,093,461

   EXPENSES
      Custodian fees                           $   393,429
      Delegated service fees                        82,987
                                               -----------
      TOTAL EXPENSES                                                    476,416
                                                                  -------------
         INVESTMENT INCOME - NET                                      9,617,045
                                                                  -------------


REALIZED AND UNREALIZED GAIN (LOSS)
   COMPLETE AND PARTIAL LIQUIDATIONS
      Proceeds received,
         net of custodian fees of $7,487        17,965,584
      Cost of units sold                        19,412,630
                                               -----------
      NET REALIZED LOSS                                              (1,447,046)

   UNREALIZED APPRECIATION (DEPRECIATION)
      Beginning of year                        (11,692,210)
      End of year                               (5,911,339)
                                               ------------
      NET APPRECIATION FOR THE YEAR                                   5,780,871
                                                                  -------------
         NET REALIZED AND UNREALIZED GAIN                             4,333,825
                                                                  -------------
            NET INCREASE IN NET ASSETS
               RESULTING FROM OPERATIONS                          $  13,950,870
                                                                  =============


- --------------------------------------------------------------------------------
The Notes To Financial Statements Are An Integral Part Of These Statements


                                       29


<PAGE>



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

STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
                                                              1996                 1995
                                                              ----                 ----
<S>                                                     <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS FROM
   Investment income - net                              $    9,617,045       $    9,853,876
   Realized loss on units sold                              (1,447,046)          (2,932,912)
   Unrealized appreciation                                   5,780,871           12,275,747
                                                        --------------       --------------
                                                            13,950,870           19,196,711
   Distributions from investment income - net               (9,617,045)          (9,853,876)
   Capital transactions - net (NOTE 2)                      (5,626,164)          (6,711,615)
                                                        --------------       --------------

            NET INCREASE (DECREASE) IN NET ASSETS           (1,292,339)           2,631,220

NET ASSETS
   Beginning of year                                       116,121,628          113,490,408
                                                         -------------        -------------

   END OF YEAR                                            $114,829,289         $116,121,628
                                                          ============         ============
</TABLE>


- --------------------------------------------------------------------------------
The Notes To Financial Statements Are An Integral Part Of These Statements


                                       30


<PAGE>



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

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

(1)   SIGNIFICANT ACCOUNTING POLICIES

      The  Plan is a unit  investment  trust  registered  under  the  Investment
      Company Act of 1940.  The Plan  provides  for single  payment and periodic
      payment plans with regular and systematic monthly investments over periods
      of either ten or fifteen  years.  The objective of the investment in First
      Investors Fund For Income, Inc. ("FIFI") is primarily to earn a high level
      of current income and, to the extent possible,  in view of that objective,
      secondarily to seek growth of capital.

      The following  significant  accounting  policies,  which are in conformity
      with generally accepted accounting  principles for unit investment trusts,
      are consistently used in the preparation of its financial statements.

        SECURITY VALUATION
        The  underlying  investment of the Plan is valued at the net asset value
        of the Fund on the last day of the period.

        TRANSACTION DATES
        Unit  and  portfolio  transactions  are  recorded  on  the  trade  date.
        Distributions  of investment  income and realized  gains are recorded on
        the ex-dividend date.

        INCOME TAXES
        It is the Plan's policy to comply with the  requirements of the Internal
        Revenue Code to  distribute  all of its taxable  income.  Therefore,  no
        provision for federal income tax is required.

        UNDERLYING INVESTMENT
        In November  1990,  sales of shares of FIFI were  voluntarily  suspended
        pending the  resolution  of certain  legal  actions.  In order to enable
        Planholders  to continue to make Plan payments,  the Sponsor  obtained a
        Securities  and  Exchange   Commission   order   approving  a  temporary
        substitution  of  shares  of  First  Investors   Government  Fund,  Inc.
        ("GOVERNMENT  FUND") as the underlying  investment  for continuing  Plan
        payments.

        Beginning in February 1991,  the Plan,  which had held only the original
        FIFI  shares,   began   purchasing   shares  of   Government   Fund  and
        proportionally redeeming shares in both Funds to satisfy redemptions.

        On December 20,  1993,  sales of shares of FIFI were resumed as a result
        of settlements  of legal actions.  Since December 20, 1993, all payments
        are invested in shares of FIFI and all redemption proceeds were obtained
        from  redemptions  of shares of Government  Fund. In February  1995, all
        shares  of  Government  Fund held in the Plan  were  eliminated  through
        redemptions.


                                       31


<PAGE>



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

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

(2)   CAPITAL TRANSACTIONS

      At December 31, 1996 and 1995,  the Plan held  27,283,743  and  28,660,101
      units, respectively. Unit transactions were as follows:

<TABLE>
<CAPTION>

                                                              YEARS ENDED DECEMBER 31,
                                                              ------------------------
                                                         1996                                 1995
                                                         ----                                 ----
                                                AMOUNT           UNITS                 Amount          UNITS
                                                ------           -----                 ------          -----
<S>                                         <C>                  <C>             <C>                   <C>
         Planholders' payments              $   3,526,357                        $   3,984,950
                                            -------------                        -------------

         Less
             Sales charges                        164,203                              188,653
             Custodian fees                        56,680                               76,298
             Insurance premiums *                      75                                  256
                                            -------------                        -------------
                                                  220,958                              265,207
                                            -------------                        -------------

         Balance invested in units              3,305,399         805,528            3,719,743        951,207
         Units acquired on
             reinvestment of net
             investment income                  9,034,021       2,198,551            9,238,041      2,353,415
         Redemptions and
             cancellations                    (17,965,584)     (4,380,437)         (19,669,399)    (5,009,075)
                                            -------------      -----------       -------------     ----------

            NET DECREASE                    $  (5,626,164)     (1,376,358)       $  (6,711,615)    (1,704,453)
                                            =============      ===========       =============     ==========
</TABLE>

* Includes Excess Insurance Premiums Returned Upon Plan Completions



                                       32


<PAGE>



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

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

(3)   UNITHOLDERS' COST OF UNITS

      The investment in units is carried at identified  cost,  which  represents
      the amount available for investment (including reinvested distributions of
      net investment income and realized gains) in such units after deduction of
      sales charges, custodian fees, and insurance premiums, if applicable.

      The totals for each plan type are listed below.

           PLANS OUTSTANDING - DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                               MONTHLY            SINGLE
                                                               PAYMENT            PAYMENT
                                                                PLANS              PLANS             TOTAL
<S>                                                         <C>              <C>                <C>

      TOTAL AGREED PAYMENTS                                 $306,060,914     $ 3,463,025        $309,523,939
                                                            ============     ===========        ============
      Total payments made by
         Planholders on plans outstanding                  $  77,844,914     $ 3,463,025       $  81,307,939
      Reinvested distributions from
         Net investment income                                63,750,453       1,496,795          65,247,248
         Realized gains                                           17,875           1,980              19,855
                                                           -------------    ------------        ------------
            TOTAL                                            141,613,242       4,961,800         146,575,042
                                                           -------------    ------------        ------------
      Deductions
         Fees and service charges                             13,328,827         194,971          13,523,798
         Insurance premiums                                       72,365             -                72,365
                                                           -------------    ------------        ------------
            TOTAL DEDUCTIONS                                  13,401,192         194,971          13,596,163
                                                           -------------    ------------        ------------
      Net investment                                         128,212,050       4,766,829         132,978,879
      Less cost of partial withdrawals                        12,724,683         612,874          13,337,557
                                                           -------------    ------------        ------------
      NET COST OF UNITS                                      115,487,367       4,153,955         119,641,322
      RETURN OF CAPITAL
         DISTRIBUTIONS REINVESTED                              1,080,211          19,095           1,099,306
      UNREALIZED DEPRECIATION                                 (5,057,423)       (853,916)         (5,911,339)
                                                           -------------    ------------        ------------
      NET AMOUNT APPLICABLE TO PLANHOLDERS                  $111,510,155     $ 3,319,134        $114,829,289
                                                           =============    ============        ============
</TABLE>

(4)   TRANSACTIONS WITH AFFILIATES

      First Investors Corporation,  the Plan Sponsor,  receives all sponsor fees
      from  Plan  payments  and  an  annual  delegated  service  fee  from  Plan
      dividends.  Administrative Data Management Corp., the Plan Transfer Agent,
      receives  the   custodian   fees  from  Plan   payments,   dividends   and
      liquidations.

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



                                       33


<PAGE>



THE  FINANCIAL  STATEMENTS  SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS.  THEY ARE INCLUDED IN
THE  PROSPECTUS  FOR THE  PURPOSE OF  INFORMING  INVESTORS  AS TO THE  FINANCIAL
RESPONSIBILITY  OF THE  SPONSOR  AND ITS  ABILITY  TO CARRY OUT ITS  CONTRACTUAL
OBLIGATIONS.

                           FIRST INVESTORS CORPORATION
                                  BALANCE SHEET
                                DECEMBER 31, 1996
                                     ASSETS

<TABLE>
<CAPTION>

CURRENT ASSETS
<S>                                                                    <C>            <C>
     Cash and cash equivalents.......................................                 $11,649,549
     Marketable securities...........................................                     103,676
     Receivables from customers and others...........................                   2,023,253
     Salesmen advances--net, prepaid expenses and other
        amounts receivable...........................................                   2,422,729
     Receivable from affiliated companies............................                      25,570
     Deferred sales commissions .....................................                     482,809
                                                                                      -----------
        Total current assets.........................................                  16,707,586

FIXED ASSETS
     Leasehold improvements and equipment (less accumulated
        depreciation and amortization of $1,524,000).................                     280,560

OTHER ASSETS
     Cash and cash equivalents segregated under
        federal regulations (Note 2).................................  $1,013,338
     Deferred sales commissions......................................   1,448,427
     Other...........................................................      79,804
                                                                       ----------
        Total other assets...........................................                   2,541,569
                                                                                      -----------
        Total assets.................................................                 $19,529,715
                                                                                      ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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

                        See notes to financial statements


                                       34
<PAGE>

THE  FINANCIAL  STATEMENTS  SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS.  THEY ARE INCLUDED IN
THE  PROSPECTUS  FOR THE  PURPOSE OF  INFORMING  INVESTORS  AS TO THE  FINANCIAL
RESPONSIBILITY  OF THE  SPONSOR  AND ITS  ABILITY  TO CARRY OUT ITS  CONTRACTUAL
OBLIGATIONS.

                           FIRST INVESTORS CORPORATION
             STATEMENT OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

                          YEAR ENDED DECEMBER 31, 1996

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

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

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

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

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


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


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

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

                        See notes to financial statements


                                       35


<PAGE>



THE  FINANCIAL  STATEMENTS  SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS.  THEY ARE INCLUDED IN
THE  PROSPECTUS  FOR THE  PURPOSE OF  INFORMING  INVESTORS  AS TO THE  FINANCIAL
RESPONSIBILITY  OF THE  SPONSOR  AND ITS  ABILITY  TO CARRY OUT ITS  CONTRACTUAL
OBLIGATIONS.

                           FIRST INVESTORS CORPORATION
                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 1996

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

       END OF YEAR.............................................$  11,649,549
                                                               =============
</TABLE>

                        See notes to financial statements


                                       36
<PAGE>

THE  FINANCIAL  STATEMENTS  SHOWN BELOW ARE THE SPONSOR'S AND NOT THOSE OF FIRST
INVESTORS SINGLE PAYMENT PLANS AND PERIODIC PAYMENT PLANS.  THEY ARE INCLUDED IN
THE  PROSPECTUS  FOR THE  PURPOSE OF  INFORMING  INVESTORS  AS TO THE  FINANCIAL
RESPONSIBILITY  OF THE  SPONSOR  AND ITS  ABILITY  TO CARRY OUT ITS  CONTRACTUAL
OBLIGATIONS.

                           FIRST INVESTORS CORPORATION
                      STATEMENT OF CASH FLOWS--(CONTINUED)

                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY
<S>                                                                         <C>
 (USED FOR) OPERATING ACTIVITIES
    NET LOSS................................................................$   (938,397)

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

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

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

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

    NET CASH USED FOR OPERATING ACTIVITIES..................................$   (843,737)
                                                                            ============
</TABLE>

                        See notes to financial statements


                                       37
<PAGE>

                           FIRST INVESTORS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

Note 1--Significant Accounting Policies

      Description Of Business

      First Investors Corporation (the "Company"),  a wholly-owned subsidiary of
First Investors  Consolidated  Corporation ("FICC"), is engaged in business as a
broker-dealer   primarily  for  the  First  Investors  family  of  mutual  funds
("Funds").

      Accounting Estimates

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

      Fair Value Of Financial Instruments

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

      Cash Equivalents

      The Company  considers  all  investments  in money market funds to be cash
equivalents.

      Financial Instruments With Off-balance-sheet Risk

      In the  normal  course of  business,  the  Company's  customer  activities
involve the execution and settlement of customer transactions.  These activities
may expose the  Company to risk of loss in the event the  customer  is unable to
fulfill  its  contracted  obligations,  in which  case the  Company  may have to
purchase or sell  financial  instruments at prevailing  market prices.  Any loss
from  such  transactions  is not  expected  to  have a  material  effect  on the
Company's financial statements.

      Security Transactions

      Security  transactions  are  recorded  on a trade date basis with  related
commission income and expenses recorded as of the trade date.

      Marketable Securities

      Marketable securities are valued at market and include securities acquired
for investment purposes and securities held for re-sale to customers. Marketable
securities  consist  principally of unit investment trusts at December 31, 1996.
Marketable  securities  subject to withdrawal  restrictions are classified under
"Other Assets".


                                       38
<PAGE>

                           FIRST INVESTORS CORPORATION

                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                                DECEMBER 31, 1996

      Leasehold Improvements And Equipment

      Leasehold  improvements  and equipment are recorded at cost.  Depreciation
and amortization are provided on a straight-line basis over the estimated useful
life of the asset,  ranging  from 5 to 15 years,  or the  remaining  life of the
lease.

      Sales Commissions

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

      Distribution Plans

      Pursuant to separate  underwriting  agreements with the Funds, the Company
is  entitled  to  commissions  on the sale of  shares  of the Funds in an amount
ranging from one percent to six and  one-quarter  percent of the amount received
on the sales. In addition,  under separate distribution plans adopted under Rule
12b-1 of the Investment  Company Act of 1940 for each Fund, the Company receives
distribution  and service fees in an amount up to three-tenths of one percent of
the Fund's average daily net assets. The distribution fees are intended to cover
the cost of distributing the Fund shares,  including cost of sales promotion and
office  expenses.  The service fees  provide for  servicing  or  maintenance  of
shareholder  accounts,  including  payments to  registered  representatives  who
provide ongoing  servicing to such accounts.  Distribution  fees are recorded in
income or as a reduction of expenses  when earned.  For the year ended  December
31, 1996,  approximately  $5,687,000 of distribution fees were received from the
Funds and recorded as a reduction to selling expenses.

      Income Taxes

      The  Company  files  consolidated  federal and  certain  state  income tax
returns  with its parent and  certain  other  wholly-owned  subsidiaries  of the
parent. It is the policy of the parent to allocate the applicable  federal taxes
(benefits) to each subsidiary on a separate return basis.

      The Company's  method of accounting for income taxes conforms to Statement
of Financial  Accounting  Standards No. 109, "Accounting For Income Taxes". This
method  requires the  recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary  differences between the financial
reporting basis and tax basis of assets and liabilities.


                                       39
<PAGE>

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

Note 2--Cash And Cash Equivalents Segregated Under Federal Regulations

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

Note 3--Related Parties

      The Company  and certain  wholly-owned  subsidiaries  of its parent  share
office  space  and data  processing  facilities.  The  Company  is  charged  its
proportionate  share of expenses  based on space  occupied and usage of the data
processing  facilities.   Additionally,  the  Company  charges  certain  of  its
affiliates  for  management,  office  space and other  services  based upon time
allocated to the management  and operation of the affiliate and space  occupied.
During  the  year  1996,   the  Company   charged   certain  of  its  affiliates
approximately  $2,615,000 for  management  and other services and  approximately
$530,000 for office space.

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

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

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

N0te 4--Profit-sharing Plan

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


                                       40


<PAGE>


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

Note 5--Leases

      The Company  leases office space under terms of various lease  agreements,
certain of which are  cancelable at the end of specified time periods and others
which are  non-cancelable,  expiring at various times  through 2010.  Total rent
expense, including amounts charged from affiliates and net of amounts charged to
affiliates,  was  approximately  $3,089,000  for 1996. The minimum annual rental
commitments  relating to leases in effect as of December 31, 1996,  exclusive of
taxes and other  charges  by  lessors  subject  to  escalation  clauses,  are as
follows:

    1997....................................................   $  1,826,000
    1998....................................................      2,164,000
    1999....................................................      1,845,000
    2000....................................................      1,557,000
    2001 through 2010.......................................     11,501,000
                                                               ------------
                                                               $ 18,893,000
                                                               ============
Note 6--Litigation

      The  Company is a  defendant  in a number of sales  practice  cases  which
allege  that  certain  of  the   Company's   sales   representatives   had  made
misrepresentations concerning the risks of investing in First Investors Fund For
Income,  Inc. and First Investors High Yield Fund,  Inc.,  investment  companies
which  invest  primarily in high yield bonds.  The Company  believes  that these
cases will not have a material adverse effect on its financial condition.

      The Company is a defendant in a number of other lawsuits  involving claims
for  damages  of the  type  normally  associated  with the  Company's  business.
Management  is of the opinion that such lawsuits will not result in any material
liability to the Company.

Note 7--Net Capital Requirements

      As a  registered  broker-dealer  the Company is subject to the Uniform Net
Capital  Rule  15c3-1  under  the  Securities  Exchange  Act of 1934.  Under the
alternative  method  permitted by this Rule,  required net capital  shall not be
less  than  2%  of  aggregate   debit  items  arising  from  customer   security
transactions. At December 31, 1996, the Company had net capital of approximately
$792,000, or an excess of approximately  $542,000,  over net capital required of
$250,000.

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


                                       41


<PAGE>


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

Note 8--Income Taxes

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

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


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

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

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

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

                        State and local income taxes,
                          net of federal tax benefit                       1.4
                        Other                                              1.5
                                                                        ------
                               Actual effective rate                      36.9%
                                                                        ====== 


                                       42


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholder
First Investors Corporation
New York, New York

      We  have  audited  the  accompanying  balance  sheet  of  First  Investors
Corporation  as of December 31, 1996,  and the related  statements of operations
and retained earnings  (deficit),  and cash flows for the year then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

      In our opinion, the financial statements referred to above present fairly,
in all material respects,  the financial position of First Investors Corporation
at December  31, 1996 and the results of its  operations  and its cash flows for
the  year  then  ended,  in  conformity  with  generally   accepted   accounting
principles.


                                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 14, 1997



<PAGE>



                                  SALES OFFICES


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





                                       44


<PAGE>



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

Allocation of Monthly Payments and
  Deductions - 10 Year Plans..........................    3
Allocation of Monthly Payments and
  Deductions - 15 Year Plans..........................    4
Allocation of Payments at Various Stages..............    5
The Plans.............................................    5
Underlying Investment.................................    8
Other Deductions......................................    8
Rights and Privileges of Planholders..................    9
Method of Selling Shares..............................   12
Termination of Plan by the Sponsor....................   14
Exchanges Involving Other Plans.......................   15
Substitution of Other Shares as the
  Underlying Investment of the Plan...................   16
Sponsor and Underwriter...............................   16
Custodian ............................................   18
Taxes.................................................   18
Officers and Directors of First Investors
  Corporation.........................................   19
Statistical Data Applicable to First Investors
  Plans...............................................   25
Illustration of a $6,000 Ten-Year Payment Plan........   26
Financial Statements..................................   27

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



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


          I   hereby   acknowledge    receipt   of   FIRST   INVESTORS
          CORPORATION'S  PLAN  PROSPECTUS  dated  April 30,  1997,  as
          amended June 27, 1997,  to which  receipt was  attached,  as
          well as the current  prospectus of FIRST  INVESTORS FUND FOR
          INCOME, INC.







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




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                               (Street)





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               (City)                             (State)





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





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                         (Soliciting Agent)





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