FIRST INVESTORS U S GOVERNMENT PLUS FUND, 485BPOS, 1995-04-20

FIRST INVESTORS U S GOVERNMENT PLUS FUND
485BPOS, 1995-04-20

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<PAGE>

As filed with the Securities and Exchange Commission on April , 1995

Registration No. 2-94932
811-4181
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 12 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940

Amendment No. 12 X

----------

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
(Exact name of Registrant as specified in charter)

Mr. Larry R. Lavoie
Secretary and General Counsel
First Investors Corporation
95 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement

It is proposed that this filing will become effective on May 1, 1994 pursuant to
paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
previously elected to register an indefinite number of shares of beneficial
interest,no par value, under the Securities Act of 1933. Registrant filed a
Rule 24f-2 Notice for its fiscal year ending December 31, 1994 on February 21,
1995.

<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
CROSS-REFERENCE SHEET

N-1A Item No. Location
- ------------- --------

PART A: PROSPECTUS

1. Cover Page. . . . . . . . . . . . . . . . . . Cover Page
2. Synopsis. . . . . . . . . . . . . . . . . . . Fee Table
3. Condensed Financial Information . . . . . . . Financial Highlights
4. General Description of Registrant . . . . . . Investment Objectives and
Policies; Investment
Restrictions
5. Management of the Fund. . . . . . . . . . . . Management of the Fund
5A. Management's Discussion
of Fund Performance. . . . . . . . . . . . . Performance Information
6. Capital Stock and Other Securities. . . . . . Description of Shares;
Dividends and Distributions
Determination of Net Asset
Value
7. Purchase of Securities Being Offered. . . . . Purchase of Shares
8. Redemption or Repurchase. . . . . . . . . . . Redemption of Shares
9. Pending Legal Proceedings . . . . . . . . . . Management of the Fund

PART B: STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page. . . . . . . . . . . . . . . . . . Cover Page
11. Table of Contents . . . . . . . . . . . . . . Table of Contents
12. General Information and History . . . . . . . General Information
13. Investment Objectives and Policies. . . . . . Investment Objectives and
Policies; Investment
Restrictions
14. Management of the Fund. . . . . . . . . . . . Trustees and Officers
15. Control Persons and Principal Holders
of Securities. . . . . . . . . . . . . . . . Not Applicable
16. Investment Advisory and Other Services. . . . Investment Adviser
17. Brokerage Allocation and
Other Practices. . . . . . . . . . . . . . . Allocation of Portfolio
Brokerage
18. Capital Stock and Other Securities. . . . . . Determination of Net Asset
Value
19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . Purchase and Redemption of
Shares; Determination of
Net Asset Value
20. Tax Status. . . . . . . . . . . . . . . . . . Taxes
21. Underwriters. . . . . . . . . . . . . . . . . Underwriters
22. Calculation of Performance Data . . . . . . . Performance Information
23. Financial Statements. . . . . . . . . . . . . Financial Statements;
Report of Independent
Accountants

PART C: OTHER INFORMATION

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

<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

95 Wall Street, New York, New York 10005/1-800-423-4026

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND (the "Fund") is an open-end
diversified management investment company consisting of three separate series of
investment (the "Series"). The shares of the Series may be redeemed at any time
at the shareholder's request. Redemptions will be made at the next determined
net asset value. (See "Determination of Net Asset Value" and "Redemption of
Shares.")

The objective of each Series is first to generate income and, to a lesser
extent, achieve long-term capital appreciation, by investing no less than 65% of
its total assets in zero coupon securities representing future individual
payments of principal or interest on U.S. Treasury securities ("Zero Coupon
Securities") or other U.S. Government securities (together, "Government
Securities") and by investing the remainder of its assets in relatively small,
unseasoned or unknown companies, or those companies considered to be in an early
stage of development by the Series' investment adviser, or selected other
investments ("Other Securities"). At a predetermined maturity date, each Series
will terminate and liquidate as soon thereafter as possible. There can be no
assurance that the objectives of each Series will be realized.

Each Series is distinguished by the length of time its shares are offered
to the public, the dollar amount of such Series' shares so offered, the
anticipated maturity date, or any or all of the foregoing. Each Series has a
separate portfolio of investments. The maturity date of each Series is: First
Series, December 31, 2004; Second Series, December 31, 1999; Third Series,
December 31, 1998.

An indefinite number of shares of each Series was available during an
initial offering period. The Fund has terminated the initial offering period of
each Series and no new shares of any existing Series will be issued, except in
connection with reinvestment of dividends and capital gain distributions. To
the extent that the Fund repurchases shares of any Series from individual
investors who wish to redeem their shares, the Fund will make available such
shares at the next determined public offering price (see "Purchase of Shares").

This Prospectus sets forth concisely the information about the Series that
a prospective investor should know before investing and should be retained for
future reference. First Investors Management Company, Inc. ("FIMCO" or
"Adviser") serves as investment adviser to the Series and First Investors
Corporation ("FIC" or "Underwriter") serves as distributor of the Series'
shares. A Statement of Additional Information, dated May 1, 1995 (which is
incorporated by reference herein), has been filed with the Securities and
Exchange Commission. The Statement of Additional Information is available at no
charge upon request to the Fund at the address or telephone number indicated
above.

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

The date of this Prospectus is May 1, 1995

<PAGE>

FEE TABLE

The following table has been prepared to assist the investor in
understanding the various costs and expenses a shareholder of each Series will
directly or indirectly bear.

First Second Third
Series Series Series
------ ------ ------
SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) . . . . 8.00% 8.00% 8.00%

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees. . . . . . . . . . . . . . . 1.00% 1.00% 1.00%
12b-1 Fees . . . . . . . . . . . . . . . . . -0- -0- -0-
Other Expenses . . . . . . . . . . . . . . . 0.60%* 0.78% 0.74%

Total Fund Operating Expenses. . . . . . . . 1.60%* 1.78% 1.74%

- ----------------------
* Net of reimbursement. Otherwise Other Expenses would have been 0.78% and
Total Fund Operating Expenses would have been 1.78%.

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:

First Second Third
Series Series Series
------ ------ ------

1 year $95 $97 $96
3 years 126 132 130
5 years 160 169 167
10 years 255 273 269

The Example is based on expense data for each Series' fiscal year ended December
31, 1994. For more complete descriptions of the various costs and expenses, see
"Management of the Fund," "Purchase of Shares" and "Redemption of Shares." THE
EXPENSES IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION BY THE SERIES
OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE GREATER OR
LESS THAN THOSE SHOWN.

FINANCIAL HIGHLIGHTS

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

<PAGE>

- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE DATA
-----------------------------------------------------------------------------------------------------------------
Income from Investment Operations Less Distributions from
--------------------------------------- -------------------------------
Net Net
Asset Value Net Realized Asset Value
----------- Net and Unrealized Total from Net Net -----------
Beginning Investment Gain (Loss) Investment Investment Realized Capital Total End
of Period Income on Investments Operations Income Gain Surplus Distributions of Period
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1st SERIES
- ----------
11/21/85** to
12/31/85 $ 11.04 $ .045 $ --- $ .045 $ .045 $ --- $ --- $ .045 $ 11.04
1986 11.04 1.213 3.846 5.059 .019 --- --- .019 16.08
1987 16.08 1.061 (2.931) (1.870) 2.260 2.040 --- 4.300 9.91
1988 9.91 .796 .464 1.260 .810 .190 --- 1.000 10.17
1989 10.17 .722 1.398 2.120 .703 .093 .044 .840 11.45
1990 11.45 .707 (.587) .120 .707 .409 .024 1.140 10.43
1991 10.43 .686 1.670 2.356 .686 .270 --- .956 11.83
1992 11.83 .715 .042 .757 .715 .532 --- 1.247 11.34
1993 11.34 .670 1.535 2.205 .670 .525 --- 1.195 12.35
1994 12.35 .690 (2.035) (1.345) .690 .484 .001 1.175 9.83

2nd SERIES
- ----------
3/6/86** to
12/31/86 11.04 .567 (.015) .552 .052 --- --- .052 11.54
1987 11.54 .954 (1.754) (.800) 1.480 .050 --- 1.530 9.21
1988 9.21 .762 .058 .820 .770 --- --- .770 9.26
1989 9.26 .737 .963 1.700 .718 --- .032 .750 10.21
1990 10.21 .706 (.296) .410 .706 --- .004 .710 9.91
1991 9.91 .663 1.240 1.903 .663 --- --- .663 11.15
1992 11.15 .656 .130 .786 .656 --- --- .656 11.28
1993 11.28 .643 .770 1.413 .643 --- --- .643 12.05
1994 12.05 .660 (1.484) (.824) .660 --- .006 .666 10.56

3rd SERIES
- ----------
5/29/86** to
12/31/86 11.04 .183 .026 .209 .029 --- --- .029 11.22
1987 11.22 .680 (1.650) (.970) .840 .240 --- 1.080 9.17
1988 9.17 .605 .185 .790 .610 --- .070 .680 9.28
1989 9.28 .622 .888 1.510 .611 --- .019 .630 10.16
1990 10.16 .598 (.308) .290 .598 --- .012 .610 9.84
1991 9.84 .676 1.211 1.887 .676 --- .001 .677 11.05
1992 11.05 .576 .120 .696 .576 --- --- .576 11.17
1993 11.17 .544 1.110 1.654 .544 --- --- .544 12.28
1994 12.28 .610 (1.307) (.697) .610 --- .013 .623 10.96

</TABLE>

FINANCIAL HIGHLIGHTS (CONTINUED)

- --------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------

Ratio to Average Net Assets
----------------------------
Net Assets Net Portfolio
Total End of Investment Turnover
Return+ Period Expenses Income Rate
(%) (in thousands) (%) (%) (%)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1st SERIES
- ----------
11/21/85** to
12/31/85 3.63 $ 1,821 --- 3.73*(a) 0
1986 45.82 2,457 .58(a) 7.51(a) 21
1987 (13.28) 1,710 1.74 7.16 3
1988 12.71 1,701 1.69 7.21 9
1989 20.85 1,833 1.61 6.08 9
1990 1.05 1,591 1.90 6.16 14
1991 22.59 1,758 1.86 5.95 8
1992 6.40 1,599 1.75 5.62 8
1993 19.44 1,732 1.59(b) 4.94(b) 7
1994 (10.90) 1,330 1.60(b) 5.73(b) 8

2nd SERIES
- ----------
3/6/86** to
12/31/86 6.09 5,392 .69* 6.85*(a) 0
1987 (7.38) 3,874 1.76 7.33 2
1988 8.90 3,561 1.65 7.10 9
1989 18.36 3,492 1.66 6.53 11
1990 4.02 2,943 1.88 6.46 12
1991 19.20 2,946 1.91 5.87 8
1992 7.05 2,784 1.77 5.46 7
1993 12.53 2,756 1.70 4.93 7
1994 (6.89) 2,360 1.78 5.48 8

3rd SERIES
- ----------
5/29/86** to
12/31/86 3.19 2,783 .54* 3.38*(a) 0
1987 (8.81) 2,121 1.61 5.92 23
1988 8.62 2,038 1.54 5.76 22
1989 16.27 2,067 1.60 5.82 25
1990 2.85 1,777 1.74 5.53 20
1991 19.18 1,355 1.83 5.17 11
1992 6.30 1,185 1.88 4.61 8
1993 14.81 1,258 1.68 4.27 11
1994 (5.78) 1,032 1.74 4.77 10

<FN>
*Annualized
**Commencement of operations
+Calculated without sales charge
(a)Computed net of advisory fees and transfer agent fees which
were waived from commencement of operations
through September 1986 and June 1986, respectively.
(b)For the years 1993 and 1994, the investment adviser assumed expenses
of the 1st Series of $2,744 and $ 2,594 respectively.
The ratio of expenses and net investment income to average net assets
before the assumption of these expenses
were as follows:
1993 1994
----------- -----------
Expenses 1.75% 1.78%
Net Investment Income 4.79% 5.56%

</TABLE>

<PAGE>

THE FUND

Each Series has the same investment objectives. Each Series is
distinguished by the dollar amount of the initial offering, the maturity date or
the anticipated minimum return, or any or all of the foregoing.

An indefinite number of shares of each Series was available during an
initial offering period. The Fund has terminated the initial offering period of
each Series and no new shares of any existing Series will be issued, except in
connection with reinvestment of dividends and capital gains distributions. To
the extent that the Fund repurchases shares of a Series from individual
investors who wish to redeem their shares, the Fund will make available such
shares at the next determined public offering price (see "Purchase of Shares").

Because each existing Series will not offer new shares to the public,
investors are urged to consider the effects of the closing of the offerings,
including liquidity demands created by redemptions and the sale of securities at
unfavorable prices to meet redemption requests. Redemptions of each Series'
shares prior to the maturity date will raise the remaining shareholders' pro
rata share of expenses for the Series, but will not affect the minimum return
for each $1.00 invested for shareholders who do not redeem their shares.

MATURITY DATE. The maturity dates of the First, Second and Third Series
will be December 31 of the years 2004, 1999 and 1998, respectively. In July of
the year in which each Series will mature, shareholders of that Series will be
notified of that Series' pending liquidation. Liquidation of each Series'
portfolio will commence the following January, and it is expected that trades
and transactions in each Series' portfolio will be completed in order to pay
cash redemptions to shareholders no later than January 31 following the maturity
date. A shareholder's right to redemption will remain in effect until the Fund
has automatically redeemed his account. In addition, a shareholder's investment
will remain in his account until the time of payment of liquidation proceeds,
and any income thereon will be added to his or her proceeds.

INVESTMENT OBJECTIVES AND POLICIES

Each Series seeks first to generate income and, to a lesser extent, achieve
long-term capital appreciation, by investing no less than 65% of its total
assets in zero coupon securities representing future individual payments of
principal or interest on U.S. Treasury securities ("Zero Coupon Securities") or
other U.S. Government securities (together, "Government Securities"), and by
investing the remainder of its assets in relatively small, unseasoned or unknown
companies, or those companies considered to be in an early stage of development
by the Adviser or selected other investments ("Other Securities"). At a
predetermined maturity date, each Series will terminate and liquidate as soon
thereafter as possible. There is no assurance that these objectives will be
achieved. The investment objectives of each Series may not be changed unless
approved by a majority of the outstanding voting securities of that Series.

Each Series does not intend to trade its portfolio of Zero Coupon
Securities for short-term market considerations. No Series will purchase a Zero
Coupon Security (defined under the heading "Government Securities") which
matures on a date following the maturity date for that Series. Additionally,
the proceeds of any maturing Zero Coupon Security held by any Series, which are
received by that Series prior to its maturity date, will only be held as cash or
invested in Government Securities, certificates of deposit, prime commercial
paper or bankers' acceptances. Such investments will be made in accordance with
each Series' investment objectives and will mature on or before the maturity
date for the corresponding Series. The Adviser may trade Zero Coupon Securities
for long-term market considerations to fulfill each Series' investment
objective.

GOVERNMENT SECURITIES. Each Series seeks to achieve its objectives by
investing no less than 65% of its assets in Government Securities which are
issued or guaranteed by the U.S. Treasury.

<PAGE>

Government Securities, also known as Treasury Securities, are debt obligations
issued by the U.S. Treasury to finance the activities of the U.S. Government.
Government Securities come in the form of Treasury bills, notes and bonds.
Treasury bills mature (are payable) within one year from the date of issuance
and are issued on a discount basis. That is, Treasury bills do not make
interest payments. Rather, an investor pays less than the face (or par) value
of the Treasury bill and, by holding it to maturity, will receive the face
value. Treasury notes and bonds are intermediate and long-term obligations,
respectively, and entitle the holder to periodic interest payments from the U.S.
Treasury. Accordingly, Treasury notes and bonds are usually issued at a price
close to their face value at maturity.

Zero Coupon Securities is the term used by the Series to describe U.S.
Treasury notes and bonds which have been stripped of their unmatured interest
payments. A Zero Coupon Security pays no cash interest to its holder during its
life. Its value to an investor consists of the difference between its face
value at the time of maturity and the price for which it was acquired, which is
generally an amount much less than its face value (sometimes referred to as a
"deep discount" price).

In the last few years a number of banks and brokerage firms have separated
("stripped") the principal portions ("corpus") from the interest portions of
U.S. Treasury bonds and notes and sold them separately in the form of receipts
or certificates representing undivided interests in these instruments (which
instruments are generally held by a bank in a custodial or trust account). More
recently, the U.S. Treasury Department has facilitated the stripping of Treasury
notes and bonds by permitting the separated corpus and interest to be
transferred directly through the Federal Reserve Bank's book-entry system. This
program, which eliminates the need for custodial or trust accounts to hold the
Treasury securities, is called "Separate Trading of Registered Interest and
Principal of Securities" ("STRIPS"). Each such stripped instrument (or receipt)
entitles the holder to a fixed amount of money from the Treasury at a single,
specified future date. The U.S. Treasury redeems Zero Coupon Securities
consisting of the corpus for the face value thereof at maturity, and those
consisting of stripped interest for the amount of interest, and at the date,
stated thereon.

The amount of the discount each Series will receive will depend upon the
length of time to maturity of the separated U.S. Treasury security and
prevailing market interest rates when the separated U.S. Treasury security is
purchased. Separated U.S. Treasury securities can be considered a zero coupon
investment because no payment is made to the Series until maturity. These
securities are purchased with original issue discount and such discount is
includable as gross income to the Series as it accrues over the life of the
security. Because interest on Zero Coupon Securities is compounded over the
life of the instrument, there is more income in later years, compared with
earlier years, with these securities. Although each Series intends to hold all
Zero Coupon Securities until maturity, Government Securities' market prices move
inversely with respect to changes in interest rates prior to their maturity.

RISK FACTORS. The market prices of Zero Coupon Securities generally are
more volatile than the prices of securities that pay interest periodically and
in cash and are likely to respond to changes in interest rates to a greater
degree than do other types of debt securities having similar maturities and
credit quality. The income on Zero Coupon Securities is accrued by the Series
prior to the receipt of actual payments. Federal income tax law requires
holders of Zero Coupon Securities to report as interest income each year the
portion of the original issue discount on such securities (other than tax-exempt
original issue discount from a Zero Coupon Security) that accrues that year,
even though the holders receive no cash payments of interest during the year.
The Series, however, must distribute substantially all of their income to
shareholders under the Federal tax law. Therefore, the Series may have to
dispose of their portfolio securities under disadvantageous circumstances to
generate cash or borrow to satisfy their distribution requirements. These
actions are also likely to reduce the assets to which Series' expenses could be
allocated and reduce the rate of return of the Series. In addition,
shareholders are taxed on distributions of this interest even if the Series do
not receive the actual payments of interest.

<PAGE>

OTHER SECURITIES. Although each Series intends to invest no less than 65%
of its assets in Government Securities, each Series may invest the remainder of
its assets in securities consisting of:

Equities (described below);
prime commercial paper;
domestic branches of U.S. Banks' certificates of deposit;
bankers' acceptances;
repurchase agreements; and
participation interests

Equities in which the Series will invest are common stocks or securities
convertible into common stock issued by small, unseasoned or relatively unknown
companies, or those which are in the early stages of development, including
securities which represent a special situation. A "special situation" is one
where an unusual and possibly non-repetitive development may be occurring which,
in the opinion of the Adviser, could cause a security's price to outperform the
securities market in general.

RISK FACTORS. These Equities are more speculative than Zero Coupon
Securities or securities issued by established and well-seasoned issuers. The
risks connected with these Equities may include the availability of less
information about the issuer, the absence of a track record or historical
pattern of performance, as well as normal risks which accompany the development
of new products, markets or services. Equities purchased by the Series which
represent a special situation bear the risk that the special situation will not
develop as favorably as expected, or the situation may deteriorate. For
example, a merger with favorable implications may be blocked, an industrial
development may not enjoy anticipated market acceptance, or a bankruptcy may not
be as profitably resolved as had been expected. Although these risks could have
a significant negative impact on that portion of each Series' assets invested in
Equities which represent special situations, there may be instances of greater
financial reward from these investments when compared with other securities.

The proportion of each Series' assets invested in various Other Securities
will shift from time to time in accordance with the judgment of the Adviser, up
to the 35% limit. The Adviser expects to have substantially all of this portion
of each Series assets invested in Equities. Each Series, may, however, invest
all of this portion of its assets in prime commercial paper, certificates of
deposit, bankers' acceptances, repurchase agreements and participation interests
(as described below) when the Adviser believes market conditions warrant such
action or to satisfy redemption requests.

Investments in commercial paper are limited to obligations rated Prime-1 by
Moody's Investors Service, Inc. ("Moody's") or A-1 by Standard & Poor's Ratings
Group ("S&P"). A description of commercial paper ratings is contained in
Appendix A to the SAI. Commercial paper includes notes, drafts or similar
instruments payable on demand or having a maturity at the time of issuance not
exceeding nine months, exclusive of days of grace or any renewal thereof,
payable on demand or having a maturity likewise limited.

Investments in certificates of deposit will be made only at domestic
institutions with assets in excess of $500 million. Under a repurchase
agreement the Series acquire a debt instrument for a relatively short period
(usually not more than one week) subject to the obligations of the seller to
repurchase and the Series to resell such debt instrument at a fixed price.

Participation interests that may be held by the Series are pro rata
interests in securities otherwise qualified for purchase by the Series which are
held either by banks which are members of the Federal Reserve System or
securities dealers who are members of a national securities exchange or are
market makers in government securities, which are represented by an agreement in
writing between the Series and the entity in whose name the security is issued,
rather than possession by the Series. Each Series will purchase participation
interests only in securities otherwise permitted to be purchased by the Series,
and

<PAGE>

only when they are evidenced by deposit, safekeeping receipts, or book-entry
transfer, indicating the creation of a security interest in favor of the Series
in the underlying security. Additionally, the Adviser will monitor the
creditworthiness of entities which are not banks, from which the Series purchase
participation interests. However, the issuer of the participation interest to
the Series will agree in writing, among other things: to remit promptly all
payments of principal, interest and premium, if any, to the Series once received
by the issuer; to repurchase the participation interest upon seven days' notice;
and to otherwise service the investment physically held by the issuer, a portion
of which has been sold to the Series.

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

WHEN-ISSUED SECURITIES. Government Securities or Other Securities may be
acquired by each Series on a when-issued basis. Under such an arrangement,
delivery of, and payment for, the instruments occur up to 45 days after the
agreement to purchase the instruments is made by the Series. The purchase price
to be paid by the Series and the interest rate on the instruments to be
purchased are both selected when the Series agrees to purchase the securities
"when-issued." The Series is permitted to sell when-issued securities prior to
issuance of such securities, but will not purchase such securities with that
purpose intended. Securities purchased on a when-issued basis are subject to
the additional risk that yields available in the market, in the period between
the purchase of such securities and when delivery takes place, may be higher or
lower than the rate to be received on the securities the Series has purchased.
After the Series is committed to purchase when-issued securities, but prior to
the issuance of said securities, it is subject to adverse changes in the value
of these securities based upon changes in interest rates, as well as changes
based upon the public's perception of the issuer and its creditworthiness.
When-issued securities' market prices move inversely with respect to changes in
interest rates. Purchases of securities by each Series on a when-issued basis
are restricted as more fully set forth in the SAI.

MANAGEMENT

BOARD OF TRUSTEES. The Fund's Board of Trustees, as part of its overall
management responsibility, oversees various organizations responsible for each
Series' day-to-day management.

ADVISER. First Investors Management Company, Inc. supervises and manages
each Series' investments, supervises all aspects of each Series' operations and
determines each Series' portfolio transactions. The Adviser is a New York
corporation located at 95 Wall Street, New York, NY 10005. The Adviser
presently acts as investment adviser to 14 mutual funds. First Investors
Consolidated Corporation ("FICC") owns all of the voting common stock of the
Adviser and all of the outstanding stock of FIC and the Transfer Agent. Mr.
Glenn O. Head (and members of his family) and Mrs. Julie W. Grayson (as
executrix of the estate of her deceased husband, David D. Grayson) are
controlling persons of FICC and, therefore, jointly control the Adviser.

As compensation for its services, the Adviser receives an annual fee from
each of the Series, which is payable monthly. For the fiscal year ended
December 31, 1994, each of First Series, Second Series and Third Series paid
1.00% of its average daily net assets in advisory fees.

Each Series bears all expenses of its operations other than those incurred
by the Adviser or Underwriter under the terms of its advisory or underwriting
agreements. Series expenses include, but are not limited to: the advisory fee;
shareholder servicing fees and expenses; custodian fees and expenses;

<PAGE>

legal and auditing fees; expenses of communicating to existing shareholders,
including preparing, printing and mailing prospectuses and shareholder reports
to such shareholders; and proxy and annual meeting expenses.

PORTFOLIO MANAGERS. Patricia D. Poitra, Director of Equities, has been
primarily responsible for the day-to-day management of each Series since 1988.
Ms. Poitra is assisted by a team of portfolio analysts. Ms. Poitra has been
responsible for the management of the Special Situations Series, Blue Chip
Series and the small capitalization equity portion of Total Return Series, all
series of First Investors Series Fund. Ms. Poitra also is responsible for the
management of the Blue Chip Series and Discovery Series of First Investors Life
Series Fund, the Blue Chip Fund of Executive Investors Trust and the Made In The
U.S.A. Fund of First Investors Series Fund II, Inc. Ms. Poitra joined FIMCO in
1985 as a Senior Equity Analyst.

UNDERWRITER. The Fund has entered into an Underwriting Agreement with
First Investors Corporation, 95 Wall Street, New York, NY 10005, as Underwriter.
The Underwriter receives all sales charges in connection with the sale of the
Series' shares. See "Purchase of Shares."

REGULATORY MATTERS. In June 1992, the Fund's underwriter FIC, entered into
a settlement with the Securities and Exchange Commission ("SEC") to resolve
allegations by the agency that certain of FIC's sales representatives had made
misrepresentations concerning the risks of investing in two high yield bond
funds, the First Investors Fund For Income, Inc. and the First Investors High
Yield Fund, Inc. ("High Yield Funds"), and had sold these Funds to investors for
whom they were not suitable. Without admitting or denying the SEC's
allegations, FIC: (a) consented to the entry of a final judgment enjoining it
from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder and Section 17(a) of the 1933 Act; (b) agreed to the entry of
an administrative order censuring it and requiring it to comply with
undertakings to improve its policies and procedures with regard to sales,
training, supervision and compliance; and (c) agreed to pay $24.7 million to
certain investors who purchased shares of the High Yield Funds from in or about
November 1984 to in or about November 1990.

FIC, FIMCO and/or certain affiliated entities and persons have entered into
settlements with regulators in 29 states to resolve allegations, similar to
those made by the SEC, concerning sales of the High Yield Funds. In October
1993, as part of settlements with Maine, Massachusetts, New York, Virginia and
Washington ("State Settlements"), FIC, FIMCO and certain affiliated entities and
persons agreed, without admitting or denying any of the allegations, (a) to be
enjoined from violating certain provisions of the state securities laws, (b) to
engage in remedial measures designed to ensure that proper sales practices are
observed in the future, and (c) to pay $7.5 million, in addition to the $24.7
million previously paid by FIC in connection with the SEC settlement, to
investors in the High Yield Funds. In addition, as part of those settlements,
several FIC executives, including Glenn O. Head, who is an officer and trustee
of the Fund agreed to be suspended and enjoined temporarily from associating
with any broker-dealer in a supervisory capacity in certain of the states. On
December 8, 1993, several present and former FIC executives, including Mr. Head,
also agreed, without admitting or denying the allegations, to temporary SEC
suspensions from associating with broker-dealers and in some cases other
regulated entities in a supervisory capacity.

PURCHASE OF SHARES

An indefinite number of shares of each Series was available during an
initial offering period. The Fund terminated the initial offering period of
each Series and no new shares of any existing Series will be issued, except in
connection with reinvestment of dividends and capital gain distributions. To
the extent that the Fund repurchases shares of any Series from individual
investors who wish to redeem their shares, the Fund will make available such
shares at the public offering price, which is the sum of the net

<PAGE>

asset value per share (determined as described under "Determination of Net Asset
Value") next determined after an order is received, plus a maximum sales charge
of 8.00%, as set forth below.

Sales Charge as % of Concession
------------------------ to Dealers
Offering Net Amount as % of
Amount of Investment Price Invested Offering Price
- -------------------- -------- ---------- --------------

Less than $10,000 8.00% 8.70% 6.50%
$10,000 but under $25,000 7.75 8.40 6.30
$25,000 but under $50,000 6.25 6.67 5.10
$50,000 but under $100,000 5.50 5.82 4.50
$100,000 but under $250,000 4.50 4.71 3.70
$250,000 but under $500,000 3.50 3.63 2.80
$500,000 but under $1,000,000 2.50 2.56 2.00
$1,000,000 or over 1.50 1.52 1.20

Orders for the purchase of shares of the Series will be invested at the
public offering price (net asset value plus applicable sales charge) next
determined after receipt by FIC in their offices at 10 Woodbridge Center Drive,
Woodbridge, New Jersey 07095-1198.

The sales charge varies depending on the size of the purchase, the value of
shares an investor owns or a Letter of Intent to purchase additional shares
during a thirteen-month period. Reductions in sales charges apply to purchases
of shares by "any person," including an individual, members of a family unit
comprising husband, wife and minor children, or a trustee or other fiduciary
purchasing for a single fiduciary account.

REDEMPTION OF SHARES

You may redeem your shares at the next determined net asset value any day
the New York Stock Exchange ("NYSE") is open, directly through the Transfer
Agent, Administrative Data Management Corp. Your First Investors Representative
may help you with this transaction. If the shares being redeemed were recently
purchased by check, payment may be delayed to verify that the check has been
honored, normally not more than fifteen days. Upon receipt of your redemption
request in good order, as described below, shares will be redeemed at the net
asset value next determined and payment will be made within seven days.

Written redemption requests should be mailed to Administrative Data
Management Corp., 10 Woodbridge Center Drive, Woodbridge, NJ 07095-1198, Attn:
Liquidation Dept. For your redemption request to be in "good order," you must
include: (1) the name of the Series, (2) your account number, (3) the dollar
amount, number of shares or percentage of the account you want redeemed, (4)
share certificates, if issued, (5) the original signatures of all registered
owners exactly as the account is registered, (6) signature guarantees as
described below, and (7) additional documents required for redemptions by
corporations, trusts, partnerships, organizations, retirement, pension or profit
sharing plans and for requests from anyone other than the shareholder(s) of
record. If information is missing, your request is ambiguous or the market
value of your account is less than the amount indicated on your request, the
redemption will not be processed. The Transfer Agent will seek additional
information and process the redemption on the day it receives such information.

<PAGE>

SIGNATURE GUARANTEES. A signature guarantee is designed to protect you,
the Series and their agents. Members of STAMP (Securities Transfer Agents
Medallion Program), MSP (New York Stock Exchange Medallion Signature Program),
SEMP (Stock Exchanges Medallion Program) or any underwriter of any issue for
which the Transfer Agent acts as transfer agent are eligible signature
guarantors. A notary public is not an acceptable guarantor. The guarantee must
be manually signed by an authorized signatory of the guarantor and the words
"Signature Guaranteed" must appear in direct association with such signature.
Although each Series reserves the right to require signature guarantees at any
other time, signature guarantees are required whenever: (1) the amount of the
redemption is $50,000 or more, (2) a redemption check is to be made payable to
someone other than the registered accountholder, other than institutions on
behalf of the shareholder, (3) a redemption check is to be mailed to an address
other than the address of record, (4) an account registration is being
transferred to another owner, (5) an account, other than an individual, joint,
UGMA or UTMA nonretirement account, is being exchanged or redeemed, (6) the
redemption request is for certificated shares, or (7) your address of record has
changed within 60 days prior to a redemption request.

SYSTEMATIC WITHDRAWAL PLAN. If you own noncertificated shares with a net
asset value of $5,000 or more in a single Series account, you may set up a plan
for redemptions to be made automatically at regular intervals and have the
payments sent directly to you or persons you designate. See the SAI for more
information on the Systematic Withdrawal Plan. To establish a Systematic
Withdrawal Plan, call Shareholder Services at 1-800-423-4026.

REPURCHASE THROUGH UNDERWRITER. You may redeem shares for which a
certificate has been issued through a Dealer. In this event, the Underwriter,
acting as agent for each Series, will offer to repurchase or accept an offer to
sell such shares at a price equal to the net asset value next determined after
the making of such offer. While the Underwriter does not charge for this
service, the Dealer may charge you a commission for handling the transaction.

REDEMPTION OF LOW BALANCE ACCOUNTS. Because of the high cost of
maintaining smaller shareholder accounts, each Series may redeem without your
consent, on at least 60 days' prior written notice (which may appear on your
account statement), any Series account which has a net asset value of less than
$500. To avoid such redemption, you may, during such 60-day period, purchase
additional Series shares so as to increase your account balance to the required
minimum. Each Series does not apply this minimum account balance requirement to
accounts that fall below the minimum for reasons other than share redemptions or
to accounts that have never had a net asset value of at least $500. Accounts
established under a Systematic Investing plan which have been discontinued prior
to meeting the $1,000 minimum are subject to this policy.

Additional information concerning how to redeem shares of the Series is
available upon request to your Representative or Shareholder Services at
1-800-423-4026.

DETERMINATION OF NET ASSET VALUE

The net asset value of shares of each Series is determined as of the close
of regular trading on the NYSE (generally 4:00 P.M., New York City time) on each
day the NYSE is open for trading, and at such other times as the Board of
Trustees deems necessary, by dividing the market value of the securities held by
the Series, plus any cash and other assets, less all liabilities, by the number
of shares outstanding. If there is no available market value, securities will
be valued at their fair value as determined in good faith pursuant to procedures
adopted by the Board of Trustees. The NYSE currently observes the following
holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

<PAGE>

DIVIDENDS AND OTHER DISTRIBUTIONS

Dividends from net investment income are generally declared annually by
each Series and paid in additional shares of the distributing Series 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 such
distribution. Net investment income includes interest and dividends, earned
discount and other income earned on portfolio securities less expenses. Each
Series 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. A Series may make an
additional distribution if necessary to avoid a Federal excise tax on certain
undistributed income and capital gain.

In order to be eligible to receive a dividend or other distribution, you
must own Series 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 the Transfer Agent by telephone or in writing prior to the
record date of any such distribution. 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 by notifying
the Transfer Agent.

A distribution by a Series will be paid in additional Series shares and not
in cash if any of the following events occurs: (1) the total amount of the
distribution is under $5, (2) the Series has received notice of your death on an
individual account (until written alternate payment instructions and other
necessary documents are provided by the deceased's legal representative), or
(3) a distribution check is returned to the Transfer Agent, marked as being
undeliverable, by the U.S. Postal Service after two consecutive mailings.

TAXES

Each Series has qualified and intends to continue to qualify for treatment
as a regulated investment company under the Internal Revenue Code of 1986, as
amended, 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
and net short-term capital gain) and net capital gain that is distributed to its
shareholders.

Dividends from a Series' investment company taxable income are taxable to
you as ordinary income, to the extent of the Series' earnings and profits,
whether paid in cash or in additional Series shares. Distributions of a Series'
net capital gain, when designated as such, are taxable to you as long-term
capital gain, whether paid in cash or in additional Series shares, regardless of
the length of time you have owned your 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 Series
during that year.

Each Series 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 Series is not furnished with
your correct taxpayer identification number, and 31% of dividends and such
distributions in certain other circumstances.

Your redemption of Series shares will result in taxable gain or loss to
you, depending on whether the redemption proceeds are more or less than your
adjusted basis for the redeemed shares (which normally includes any sales charge
paid).

<PAGE>

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting each Series and its shareholders; see the SAI
for a further discussion. There may be other Federal or state and local tax
considerations applicable to a particular investor. You therefore are urged to
consult your own tax adviser.

PERFORMANCE INFORMATION

For purposes of advertising, a Series' performance may be calculated based
on average annual total return and total return. Average annual total return
represents the average annual percentage change in an assumed $1,000 investment
including the effect of receiving payment of dividends and other distributions
in additional Series shares, net of the Series' maximum 8.00% sales charge. It
reflects the hypothetical annually compounded return that would have produced
the same total return if the Series' performance had been constant over the
entire period. Because average annual total return tends to smooth out
variations in the Series' return, you should recognize that it is not the same
as actual year-by-year results. Total return is computed using the same
calculations as average annual total return. However, the rate expressed is the
percentage change from the initial $1,000 invested to the value of the
investment at the end of the stated period.

A Series also may advertise its yield. Yield reflects investment income
net of expenses over a 30-day (or one-month) period on a Series share, expressed
as an annualized percentage of the maximum offering price per share at the end
of the period. Yield computations differ from other accounting methods and
therefore may differ from dividends actually paid or reported net income. Each
Series may also advertise its "actual distribution rate" for each class of
shares. This is computed in the same manner as yield except that actual income
dividends declared per share during the period in questions are substituted for
net investment income per share.

Each of the above performance calculations may be advertised based on
investment at reduced sales charge levels or at net asset value. Any quotation
of performance figures not reflecting the maximum sales charge will be greater
than if the maximum sales charge were used. Each performance figure reflects
past performance and does not necessarily indicate future results. Additional
performance information is contained in the Fund's Annual Report, which may be
obtained without charge by contacting the Fund at 1-800-423-4026.

GENERAL INFORMATION

ORGANIZATION. The Fund is a Massachusetts business trust organized on July
18, 1985. The Board of Trustees of the Fund has authority to issue an unlimited
number of shares of beneficial interest of separate series, no par value of the
Fund. Shares of each Series have equal dividend, voting, liquidation and
redemption rights. The Fund does not hold annual shareholder meetings. If
requested to do so by the holders of at least 10% of the Fund's outstanding
shares, the Board of Trustees will call a special meeting of shareholders for
any purpose, including the removal of Trustees.

CUSTODIAN. The Bank of New York, 48 Wall Street, New York, NY 10286, is
custodian of the securities and cash of each Series.

TRANSFER AGENT. Administrative Data Management Corp., 10 Woodbridge Center
Drive, Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as
transfer agent for each Series and as redemption agent for regular redemptions.
The Transfer Agent's telephone number is 1-800-423-4026.

SHARE CERTIFICATES. The Series do not issue share certificates unless
requested in writing to do so. Ownership of shares of each Series is recorded
on a stock register by the Transfer Agent and

<PAGE>

shareholders have the same rights of ownership with respect to such shares as if
certificates had been issued.

CONFIRMATIONS AND STATEMENTS. You will receive confirmations of purchases
and redemptions of shares of the Series. Statements of shares owned will be
sent to you following a transaction in the account, including payment of a
dividend or capital gain distribution in additional shares or cash.

SHAREHOLDER INQUIRIES. Shareholder inquiries can be made by calling
Shareholder Services at 1-800-423-4026.

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

<PAGE>

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

Fee Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investment Objectives and Policies . . . . . . . . . . . . . . . . . . 4
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . . . . 9
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . 10
Dividends and Other Distributions. . . . . . . . . . . . . . . . . . . 11
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . 12
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
PROSPECTUS

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

UNDERWRITER
First Investors Corporation
95 Wall Street, New York, NY 10005

LEGAL COUNSEL
Kirkpatrick & Lockhart
1800 M Street, N.W.
Washington, DC 20036

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

TRANSFER AGENT
Administrative Data Management Corp.
10 Woodbridge Center Drive
Woodbridge, New Jersey 07095-1198

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

PROSPECTUS
May 1, 1995

No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus or the Statement of Additional Information, and if given or made,
such information and representation must not be relied upon as having been
authorized by the Fund, First Investors Corporation, or any affiliate thereof.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the shares offered hereby in any state to any person to whom
it is unlawful to make such offer in such state.

<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1995

95 Wall Street 1-800-423-4026
New York, New York 10005

First Investors U.S. Government Plus Fund (the "Fund") is an open-end
diversified management investment company consisting of three separate series of
investment. The investment objective of each Series of the Fund is first to
generate income, and, to a lesser extent, achieve long-term capital
appreciation. There can be no assurances that the objectives of each Series of
the Fund will be realized.

This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Fund's Prospectus dated May 1, 1995, which may be
obtained free of cost from the Fund at the address or telephone number noted
above.

TABLE OF CONTENTS
Page
----

Investment Objectives and Policies . . . . . . . . . . . . . . . . . . 2
Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . . . 4
Trustees and Officers. . . . . . . . . . . . . . . . . . . . . . . . . 6
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . 10
Allocation of Portfolio Brokerage. . . . . . . . . . . . . . . . . . . 10
Purchase and Redemption of Shares. . . . . . . . . . . . . . . . . . . 11
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . 13
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Appendix A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 20

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives and policies of each Series of the Fund is fully
set forth in the Fund's Prospectus. The following information is provided for
those investors desiring additional information to that contained in the Fund's
Prospectus.

WHEN-ISSUED SECURITIES. Each Series may each invest up to 5% of its net
assets in securities issued on a when-issued or delayed delivery basis at the
time the purchase is made. The Series generally would not pay for such
securities or start earning interest on them until they are issued or received.
However, when the Series purchases debt obligations on a when-issued basis, it
assumes the risks of ownership, including the risk of price fluctuation, at the
time of purchase, not at the time of receipt. Failure of the issuer to deliver
a security purchased by the Series on a when-issued basis may result in the
Series' incurring a loss or missing an opportunity to make an alternative
investment. When the Series enters into a commitment to purchase securities on
a when-issued basis, it establishes a separate account with its custodian
consisting of cash or liquid high-grade debt securities equal to the amount of
the Series' commitment, which are valued at their fair market value. If on any
day the market value of this segregated account falls below the value of the
Series' commitment, the Series will be required to deposit additional cash or
qualified securities into the account until equal to the value of the Series'
commitment. When the securities to be purchased are issued, the Series will pay
for the securities from available cash, the sale of securities in the segregated
account, sales of other securities and, if necessary, from sale of the
when-issued securities themselves although this is not ordinarily expected.
Securities purchased on a when-issued basis are subject to the risk that yields
available in the market, when delivery takes place, may be higher than the rate
to be received on the securities the Series is committed to purchase. Sale of
securities in the segregated account or other securities owned by the Series and
when-issued securities may cause the realization of a capital gain or loss.

REPURCHASE AGREEMENTS. Each Series will enter into repurchase agreements
only with banks who are members of the Federal Reserve System or securities
dealers who are members of a national securities exchange or are market makers
in government securities and, in either case, only where the debt instrument
subject to the repurchase agreement is a security which is issued by the U.S.
Government, its agencies or instrumentalities, and is backed by the full faith
and credit of the U.S. Government ("U.S. Obligation"). A repurchase agreement
is an agreement in which the seller of a security agrees to repurchase the
security sold at a mutually agreed-upon time and price. It may also be viewed
as the loan of money by the Series to the seller. The resale price normally is
in excess of the purchase price, reflecting an agreed upon interest rate. The
rate is effective for the period of time the Series is invested in the agreement
and is not related to the coupon rate on the underlying security. The period of
these repurchase agreements will usually be short, from overnight to one week,
and at no time will the Series invest in repurchase agreements with more than
one year in time to maturity. The securities subject to repurchase agreements,
however, may have maturity dates in excess of one year from the effective date
of the repurchase agreement. The Series will always receive, as collateral,
securities whose market value, including accrued interest, will at all times be
at least equal to 100% of the dollar amount invested by the Series in each
agreement, and the Series will make payment for such securities only upon
physical delivery or evidence of book entry transfer to the account of the
Custodian. If the seller defaults, the Series might incur a loss if the value
of the collateral securing the repurchase agreement declines, and might incur
disposition costs in connection with liquidating the collateral. In addition,
if bankruptcy

<PAGE>

proceedings are commenced with respect to the seller of the security,
realization upon the collateral by the Series may be delayed or limited. Each
Series may not enter into a repurchase agreement with more than seven days to
maturity if, as a result, more than 15% of the market value of the Series' net
assets would be invested in such repurchase agreements together with any other
illiquid assets. Additionally, each Series will not purchase an amount of
repurchase agreements which, together with all other such securities held by
each Series, exceeds 15% of the Series' net assets at the time the purchase is
made.

RESTRICTED AND ILLIQUID SECURITIES. No Series will purchase or otherwise
acquire any security if, as a result, more than 15% of its net assets (taken at
current value) would be invested in securities that are illiquid by virtue of
the absence of a readily available market or legal or contractual restrictions
on resale. This policy includes repurchase agreements maturing in more than
seven days. This policy does not include restricted securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933, as amended ("1933
Act"), which the Board of Trustees or the Adviser has determined under Board-
approved guidelines are liquid.

Restricted securities which are illiquid may be sold only in privately
negotiated transactions or in public offerings with respect to which a
registration statement is in effect under the 1933 Act. Such securities include
those that are subject to restrictions contained in the securities laws of other
countries. Securities that are freely marketable in the country where they are
principally traded, but would not be freely marketable in the United States,
will not be subject to the 15% limitation, as noted above. Where registration
is required, a Series may be obligated to pay all or part of the registration
expenses and a considerable period may elapse between the time of the decision
to sell and the time the Series may be permitted to sell a security under an
effective registration statement. If, during such a period, adverse market
conditions were to develop, a Series might obtain a less favorable price than
prevailed when it decided to sell.

In recent years, a large institutional market has developed for certain
securities that are not registered under the 1933 Act, including private
placements, repurchase agreements, commercial paper, foreign securities and
corporate bonds and notes. These instruments are often restricted securities
because the securities are either themselves exempt from registration or sold in
transactions not requiring registration. Institutional investors generally will
not seek to sell these instruments to the general public, but instead will often
depend on an efficient institutional market in which such unregistered
securities can be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal restrictions
on resale to the general public or certain institutions is not dispositive of
the liquidity of such investments.

Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securities to
qualified institutional buyers. Institutional markets for restricted securities
that might develop as a result of Rule 144A could provide both readily
ascertainable values for restricted securities and the ability to liquidate an
investment in order to satisfy share redemption orders. An insufficient number
of qualified institutional buyers interested in purchasing Rule 144A-eligible
securities held by a Series, however, could affect adversely the marketability
of such portfolio securities and a Series might be unable to dispose of such
securities promptly or at reasonable prices.

<PAGE>

PORTFOLIO TURNOVER. Although the Series generally do not invest for
short-term trading purposes, portfolio securities may be sold from time to time
without regard to the length of time they have been held when, in the opinion of
the Series' investment adviser, First investors Management Company, Inc.
("Adviser" or "FIMCO") investment considerations warrant such action. Portfolio
turnover rate is calculated by dividing (a) the lesser of purchases or sales of
portfolio securities for the fiscal year by (b) the monthly average of the value
of portfolio securities owned during the fiscal year. A 100% turnover rate
would occur if all the securities in the Series' portfolio, with the exception
of securities whose maturities at the time of purchase were one year or less,
were sold and either repurchased or replaced within one year. A high rate of
portfolio turnover generally leads to transaction costs and may result in a
greater number of taxable transactions. See "Allocation of Portfolio
Brokerage." For the fiscal year ended December 31, 1993, the First Series,
Second Series and Third Series had a portfolio turnover rate of 7%, 7% and 11%
respectively. For the fiscal year ended December 31, 1994, the First Series,
Second Series and Third Series had a portfolio turnover rate of 8%, 8% and 10%,
respectively.

INVESTMENT RESTRICTIONS

Each Series has adopted the investment restrictions set forth below, which
cannot be changed without the approval of a vote of a majority of the
outstanding shares of each Series, voting separately from any other Series. As
provided in the Investment Company Act of 1940, as amended (the "1940 Act"), and
used in the Prospectus and this Statement of Additional Information, a "vote of
a majority of the outstanding shares of each Series" means the affirmative vote
of the lesser of (i) more than 50% of the outstanding shares of the Series or
(ii) 67% or more of the shares present at a meeting, if more than 50% of the
outstanding shares are represented at the meeting in person or by proxy.

The investment restrictions provide that, among other things, each Series
of the Fund will not:

1. Purchase securities on margin (but any Series may obtain such credits
as may be necessary for the clearance of purchases and sales of securities).

2. Make short sales of securities.

3. Write put or call options.

4. With respect to 75% of the Fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting securities of
that issuer.

5. Purchase the securities of other investment companies or investment
trusts, except as they may be acquired as part of a merger, consolidation or
acquisition of assets.

6. Underwrite securities issued by other persons except to the extent
that, in connection with the disposition of its portfolio investments, it may be
deemed to be an underwriter under Federal securities laws.

<PAGE>

7. Buy or sell real estate, commodities, or commodity contracts (unless
acquired as a result of ownership of securities) or interests in oil, gas or
mineral explorations, provided, however, the Fund may invest in securities
secured by real estate or interest in real estate.

8. Issue any "senior security" as such term is defined by the 1940 Act
except as expressly permitted by the 1940 Act.

9. Invest more than 25% of its assets in securities of issuers in a
single industry, excluding Government Securities.

10. Borrow money, except as a temporary or emergency measure in an amount
not to exceed 5% of the value of its assets.

11. Pledge assets, except that the Fund may pledge its assets to secure
borrowings made in accordance with investment restriction (10) above, provided
that the Fund maintains asset coverage of at least 300% for pledged assets.

12. Make loans, except by purchase of debt obligations and through
repurchase agreements. However, the Fund's Board of Trustees may, on the
request of broker-dealers or other institutional investors that they deem
qualified, authorize the Fund to loan securities to cover the borrower's short
position; provided, however, the borrower pledges to and agrees to maintain at
all times with the Fund cash collateral equal to not less than 100% of the value
of the securities loaned, the loan is terminable at will by the Fund, the Fund
receives interest on the loan as well as any distributions upon the securities
loaned, the Fund retains voting rights associated with the securities, the Fund
pays only reasonable custodian fees in connection with the loan, and the
Investment Adviser monitors the creditworthiness of the borrower throughout the
life of the loan; provided further, that such loans will not be made if the
value of all loans, repurchase agreements with more than seven days to maturity,
and other illiquid assets is greater than an amount equal to 15% of the Fund's
net assets.

13. Purchase the securities of any issuer if such purchase, at the time
thereof, would cause more than 5% of the value of the Fund's total assets to be
invested in securities of issuers that, including predecessors, have a record of
less than three years' continuous operation.

The Fund, on behalf of each Series, has filed the following undertakings to
comply with requirements of certain states in which shares of the Series are
sold, which may be changed without shareholder approval:

1. Notwithstanding investment restriction (7) above, each Series will not
invest in real estate limited partnership interests or in interests in real
estate investment trusts that are not readily marketable and will not buy or
sell interests in oil, gas or mineral leases.

2. Each Series' investment in warrants, valued at the lower of cost or
market, shall not exceed 5% of the value of such Series' net assets. Included
within that amount but not to exceed 2% of the value of such Series' net assets,
may be warrants which are not listed on the New York or American Stock

<PAGE>

Exchange. Warrants acquired by the Series in units or attached to securities
may be deemed to be without value.

3. Each Series will not purchase or retain the securities of any issuer if
the officers, directors or trustees of the Fund, the Adviser, or managers own
beneficially more than one-half of one percent of the securities and together
own beneficially more than five per cent of such securities.

4. Each Series, with respect to 100% of each of its assets, will not (a)
invest more than 5% in the securities of any one issuer (exclusive of U.S.
Government securities), or (b) hold more than 10% of any class of securities
(including any class of voting securities) of any issuer (exclusive of U.S.
Government securities).

The Fund, on behalf of each Series, has adopted the following non-
fundamental investment restriction, which may be changed without shareholder
approval. This restriction provides that each Series will not:

Purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities, including repurchase agreements not
entitling the holder to payment of principal and interest within seven days and
any securities that are illiquid by virtue of legal or contractual restrictions
on resale or the absence of a readily available market. The Trustees, or the
Series' investment adviser acting pursuant to authority delegated by the
Trustees, may determine that a readily available market exists for securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as
amended, or any other applicable rule, and therefore that such securities are
not subject to the foregoing limitation.

TRUSTEES AND OFFICERS

The following table lists the Trustees and executive officers of the Fund,
their business address and principal occupations during the past five years.
Unless otherwise noted, an individual's business address is 95 Wall Street, New
York, New York 10005.

GLENN O. HEAD*+, President and Trustee. Chairman of the Board, Director and
Treasurer, Administrative Data Management Corp. ("ADM"); Chairman of the Board
and Director, FIMCO, Executive Investors Management Company, Inc. ("EIMCO"),
First Investors Corporation ("FIC"), Executive Investors Corporation ("EIC") and
First Investors Consolidated Corporation ("FICC").

JAMES J. COY, Trustee, 90 Buell Lane, East Hampton, NY 11937. Retired; formerly
Senior Vice President, James Talcott, Inc. (financial institution).

ROGER L. GRAYSON*, Trustee. Director, FIC and FICC; President and Director,
First Investors Resources, Inc.; Commodities Portfolio Manager.

KATHRYN S. HEAD*+, Trustee, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
President, FICC and FIMCO; Vice President, Chief Financial Officer and Director,
FIC and EIC; President and Director, First Financial Savings Bank, S.L.A.;
Chief Financial Officer, ADM.

<PAGE>

F. WILLIAM ORTMAN, JR., Trustee, 50 B Cambridge Circle, Lakehurst, NJ 08723.
Retired; formerly Management Consultant.

REX R. REED, Trustee, 76 Keats Way, Morristown, NJ 07960. Retired; formerly
Senior Vice President, American Telephone & Telegraph Company.

HERBERT RUBINSTEIN, Trustee, 145 Elm Drive, Roslyn, NY 11576. Retired; formerly
President, Belvac International Industries, Ltd.; President, Central Dental
Supply.

JOHN T. SULLIVAN*, Trustee and Chairman of the Board; Director, FIMCO, FIC, FICC
and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

ROBERT F. WENTWORTH, Trustee, RR1, Box 2554, Upland Downs Road, Manchester
Center, VT 05255. Retired; formerly financial and planning executive with
American Telephone & Telegraph Company.

JOSEPH I. BENEDEK, Treasurer, 10 Woodbridge Center Drive, Woodbridge, NJ 07095.
Treasurer, FIC, FIMCO, EIMCO and EIC.

CONCETTA DURSO, Vice President and Secretary. Vice President, FIMCO, EIMCO and
ADM; Assistant Vice President and Assistant Secretary, FIC.

CAROL LERNER BROWN, Assistant Secretary. Secretary, FIMCO, EIMCO, FIC, EIC and
ADM.

PATRICIA D. POITRA, Vice President. Vice President, First Investors Series
Fund, Executive Investors Trust and First Investors Series Fund II, Inc.;
Director of Equities, FIMCO.

- -------------------------------
* These Trustees may be deemed to be "interested persons," as defined in the
1940 Act.
+ Mr. Glenn O. Head and Ms. Kathryn S. Head are father and daughter.

All of the officers and Trustees, except for Ms. Poitra, hold identical or
similar positions with Executive Investors Trust, First Investors Cash
Management Fund, Inc., First Investors Global Fund, Inc., First Investors
Government Fund, Inc., First Investors Insured Tax Exempt Fund, Inc., First
Investors High Yield Fund, Inc., First Investors Fund For Income, Inc., First
Investors Life Series Fund, First Investors Multi-State Insured Tax Free Fund,
First Investors New York Insured Tax Free Fund, Inc., First Investors Series
Fund II, Inc., First Investors Special Bond Fund, Inc., First Investors
Tax-Exempt Money Market Fund, Inc. and First Investors Series Fund. Mr. Head is
also an officer and/or Director of First Investors Asset Management Company,
Inc., First Investors Credit Funding Corporation, First Investors Leverage
Corporation, First Investors Realty Company, Inc., First Investors Resources,
Inc., N.A.K. Realty Corporation, Real Property Development Corporation, Route 33
Realty Corporation, First Investors Life Insurance Company, First Financial
Savings Bank, S.L.A., First Investors Credit Corporation and School Financial
Management Services, Inc. Ms. Head is also an officer and/or Director of First
Investors Life Insurance Company, First Investors Credit Corporation and School
Financial Management Services, Inc.

<PAGE>

Compensation to officers and interested Trustees of the Fund is paid by the
Adviser and not by the Fund. In addition, compensation to non-interested
Trustees of the Fund is currently voluntarily paid by the Adviser.

MANAGEMENT

Investment advisory services to the Series are provided by First Investors
Management Company, Inc. pursuant to an Investment Advisory Agreement ("Advisory
Agreement") dated June 13, 1994. The Advisory Agreement was approved by the
Board of Trustees of the Fund, including a majority of the Trustees who are not
parties to the Advisory Agreement or "interested persons" (as defined in the
1940 Act) of any such party ("Independent Trustees"), in person at a meeting
called for such purpose and by a majority of the public shareholders of each
Series.

Pursuant to the Advisory Agreement, FIMCO shall supervise and manage each
Series' investments, determine each Series' portfolio transactions and supervise
all aspects of each Series' operations, subject to review by the Trustees. The
Advisory Agreement also provides that FIMCO shall provide the Fund and each
Series with certain executive, administrative and clerical personnel, office
facilities and supplies, conduct the business and details of the operation of
the Fund and each Series and assume certain expenses thereof, other than
obligations or liabilities of the Series. The Advisory Agreement may be
terminated at any time without penalty by the Trustees or by a majority of the
outstanding voting securities of the applicable Series, or by FIMCO, in each
instance on not less than 60 days' written notice, and shall automatically
terminate in the event of its assignment (as defined in the 1940 Act). The
Advisory Agreement also provides that it will continue in effect, with respect
to a Series, for a period of over two years only if such continuance is approved
annually either by the Trustees or by a majority of the outstanding voting
securities of that Series, and, in either case, by a vote of a majority of the
Independent Trustees voting in person at a meeting called for the purpose of
voting on such approval.

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

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

Up to $200 million . . . . . . . . . . . . . . . . . . . . . 1.00%
In excess of $200 million up to $500 million . . . . . . . . 0.75
In excess of $500 million up to $750 million . . . . . . . . 0.72
In excess of $750 million up to $1.0 billion . . . . . . . . 0.69
Over $1.0 billion. . . . . . . . . . . . . . . . . . . . . . 0.66

The SEC staff takes the position that fees of 0.75% or greater are higher than
those paid by most investment companies.

<PAGE>

For the fiscal year ended December 31, 1992, the First Series, Second
Series and Third Series paid $16,194, $28,039 and $12,609, respectively, in
advisory fees. For the fiscal year ended December 31, 1993, the First Series,
Second Series and Third Series paid $17,332, $28,345 and $12,502, respectively,
in advisory fees. For the fiscal year ended December 31, 1994, the First
Series, Second Series and Third Series paid $14,550, $25,158 and $11,190,
respectively, in advisory fees.

Pursuant to certain state regulations, the Adviser has agreed to reimburse
a Series if and to the extent that Series' aggregate operating and management
expenses, including advisory fees but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation on
expenses applicable to that Series for any full fiscal year (unless a waiver of
such expense limitation is obtained). Additionally, the Adviser has agreed to
reimburse each Series if and to the extent expenses exceed 0.25% of each Series'
investment earnings. The amount of any such reimbursement is limited to the
amount of the advisory fees paid or accrued to the Adviser for the fiscal year.
For the fiscal year ended December 31, 1994, no reimbursement was required
pursuant to these regulations.

The Adviser has an Investment Committee composed of Denise M. Burns,
George V. Ganter, Margaret Haggerty, Glenn O. Head, Nancy W. Jones, Patricia D.
Poitra, Christopher Brigati, Clark D. Wagner and John Tomasulo. The Committee
usually meets weekly to discuss the composition of the portfolio of each Series
and to review additions to and deletions from the portfolios.

UNDERWRITER

The Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with First Investors Corporation ("Underwriter") which requires the
Underwriter to use its best efforts to sell shares of the Series. Pursuant to
the Underwriting Agreement, the Underwriter shall bear all fees and expenses
incident to the registration and qualification of the Series' shares. In
addition, the Underwriter shall bear all expenses of sales material or
literature, including prospectuses and proxy materials, to the extent such
materials are used in connection with the sale of the Series' shares. The
Underwriting Agreement was approved by the Board of Trustees, including a
majority of the Trustees who are not interested persons (as defined in the 1940
Act) of the Fund, and have no direct or indirect financial interest in the
operation of the Underwriting Agreement ("Disinterested Trustees"). The
Underwriting Agreement provides that it will continue in effect, with respect to
a Series, from year to year only so long as such continuance is specifically
approved at least annually by the Board of Trustees or by a vote of a majority
of the outstanding voting securities of that Series, and in either case by the
vote of a majority of the Disinterested Trustees, voting in person at a meeting
called for the purpose of voting on such approval. The Underwriting Agreement
will terminate automatically in the event of its assignment.

For the fiscal year ended December 31, 1992, FIC received $9 in
underwriting fees, after reallowing an additional $41 to unaffiliated dealers.
For the fiscal years ended December 31, 1993 and 1994, there were no
underwriting fees.

<PAGE>

DETERMINATION OF NET ASSET VALUE

Except as provided herein, a security listed or traded on an exchange or
the Nasdaq national market system is valued at its last sale price on the
exchange or market system where the security is principally traded, and lacking
any sales on a particular day, the security is valued at the mean between the
closing bid and asked prices on that day. The Treasury STRIPS in which the
Series invest are traded primarily in the over-the-counter markets. Such
securities are valued at the mean between the last bid and asked prices based
upon quotes furnished by a market maker for such securities. Securities for
which market quotations are not readily available are valued on a consistent
basis at fair value as determined in good faith by or under the direction of the
Fund's officers in a manner specifically authorized by the Board of Trustees of
the Fund. In that connection, the Board of Trustees has determined that a
Series may use an outside pricing service. The pricing service uses quotations
obtained from investment dealers or brokers for the particular securities being
evaluated, information with respect to market transactions in comparable
securities and other available information in determining value. When-Issued
Securities are reflected in the assets of the Series as of the date the
securities are purchased. Such investments are valued thereafter at the most
recent bid price obtained from recognized dealers in such securities. Short-
term debt securities that mature in 60 days or less are valued at amortized cost
if their original term to maturity from the date of purchase was 60 days or
less, or by amortizing their value on the 61st day prior to maturity if their
term to maturity from the date of purchase exceeded 60 days, unless the Trustees
determine that such valuation does not represent fair value.

The Board of Trustees may suspend the determination of net asset value for
the whole or any part of any period (1) during which trading on the New York
Stock Exchange is restricted as determined by the Securities and Exchange
Commission or such Exchange is closed for other than weekend and holiday
closings, (2) during which an emergency, as defined by rules of the Commission
in respect to the U.S. market, exists as a result of which disposal by the
Series of securities owned by them is not reasonably practicable for the Series
fairly to determine the value of their net assets, or (3) for such other period
as the Commission has by order permitted such suspension. During any such
period the Series may suspend redemption privileges or postpone the date of
payment.

ALLOCATION OF PORTFOLIO BROKERAGE

Purchases and sales of portfolio securities by the Series generally will be
principal transactions. In principal transactions, portfolio securities are
normally purchased directly from the issuer or from an underwriter or market
maker for the securities. There will usually be no brokerage commission paid by
the Series for such purchases. Purchases from underwriters will include the
underwriter's commission or concession and purchases from dealers serving as
market makers will include the spread between the bid and asked price.

In effecting portfolio transactions for the Series, the Adviser seeks best
execution of trades either (1) at the most favorable and competitive rate of
commission charged by any broker or member of an exchange, or (2) with respect
to agency transactions, at a higher rate of commission if reasonable in relation
to brokerage and research services provided to a Series or its Adviser, by such
member or broker.

<PAGE>

Such services may include, but are not limited to, any one or more of the
following: information as to the availability of securities for purchase or
sale and statistical or factual information or opinions pertaining to
investments. The Adviser may use research and services provided to it by
brokers and dealers in servicing all the funds in the First Investors Group of
Funds; however, not all such services may be used by the Adviser in connection
with the Series. No portfolio orders are placed with an affiliated broker, nor
does any affiliated broker participate in these commissions.

The Adviser may combine transaction orders placed on behalf of a Series,
any other fund in the First Investors Group of Funds, any series of Executive
Investors Trust and First Investors Life Insurance Company, affiliates of the
Fund, for the purpose of negotiating brokerage commissions or obtaining a more
favorable transaction price; and where appropriate, securities purchased or sold
may be allocated, in terms of price and amount, to a Series according to the
proportion that the size of the transaction order actually placed by a Series
bears to the aggregate size of the transaction orders simultaneously made by
other participants in the transaction.

For the fiscal year ended December 31, 1992, the First Series paid $31 in
brokerage commissions, all of which was paid to brokers who furnished research
services on portfolio transactions in the amount of $6,687. For the fiscal year
ended December 31, 1992, the Second Series paid $134 in brokerage commissions,
all of which was paid to brokers who furnished research services on portfolio
transactions in the amount of $63,021. For the fiscal year ended December 31,
1992, the Third Series paid $213 in brokerage commissions. Of that amount, $153
was paid in brokerage commissions to brokers who furnished research services on
portfolio transactions in the amount of $47,325.

For the fiscal year ended December 31, 1993, the First Series and Second
Series paid $24 and $83, respectively, in brokerage commissions. For the fiscal
year ended December 31, 1993, the Second Series paid $155 in brokerage
commissions. Of that amount, $72 was paid in brokerage commissions to brokers
who furnished research services on portfolio transactions in the amount of
$31,925.

For the fiscal year ended December 31, 1994, the First Series, Second
Series and Third Series paid $8, $141 and $137, respectively, in brokerage
commissions, none of which was paid to brokers who furnished research services
on portfolio transactions.

PURCHASE AND REDEMPTION OF SHARES

REDUCED SALES CHARGES. Reduced sales charges are applicable to purchases
made at one time of shares of any one or more of the Series or of any one or
more of the funds in the First Investors Group of Funds, other than First
Investors Cash Management Fund, Inc., First Investors Life Series Fund, First
Investors U.S. Government Plus Fund, First Investors Special Bond Fund, Inc.,
First Investors Tax-Exempt Money Market Fund, Inc. and Executive Investors Trust
(the "Exempt Funds") by "any person," which term shall include an individual, or
an individual, his or her spouse and children under the age of 21, or a trustee
or other fiduciary of a single trust, estate or fiduciary account (including a
pension, profit-sharing or other employee benefit trust created pursuant to a
plan qualified under section 401 of the Internal Revenue Code of 1986, as
amended (the "Code")), although more than one beneficiary is involved; provided,
however, that the term "any person" shall not include a group of individuals
whose funds are

<PAGE>

combined, directly or indirectly, for the purchase of redeemable securities of a
registered investment company, nor shall it include a trustee, agent, custodian
or other representative of such a group of individuals.

CUMULATIVE PURCHASE PRIVILEGE. Upon written notice to FIC, shares of a
Series are also available at a quantity discount on new purchases if the then
current value at the current public offering price (I.E., net asset value plus
applicable sales charge) of all shares of the Series previously purchased or
acquired and then owned, plus the value of shares being purchased at the current
public offering price, amount to $10,000 or more. Such quantity discounts may
be modified or terminated at any time by the Underwriter.

SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own $5,000 or more of shares
of a Series at net asset value may establish a Systematic Withdrawal Plan
("Withdrawal Plan") and receive monthly, quarterly, semi-annual or annual checks
for any designated amount (minimum $25). Dividends and other distributions, if
any, are reinvested in additional shares of the Series. Shareholders may add
shares to the Withdrawal Plan or terminate the Withdrawal Plan at any time.
Withdrawal Plan payments will be suspended when the Series has received notice
of a shareholder's death on an individual account. Payments may recommence upon
receipt of written alternate payment instructions and other necessary documents
from the deceased's legal representative. Withdrawal payments will also be
suspended when a payment check is returned to the Transfer Agent marked as
undeliverable by the U.S. Postal Service after two consecutive mailings.

The withdrawal payments derived from the redemption of sufficient shares in
the account to meet designated payments in excess of dividends and other
distributions may deplete or possibly extinguish the initial investment,
particularly in the event of a market decline, and may result in a capital gain
or loss depending on the shareholder's cost. Purchases of additional shares of
a Series concurrent with withdrawals are ordinarily disadvantageous to
shareholders because of tax liabilities and sales charges.

TAXES

In order to continue to qualify for treatment as a regulated investment
company ("RIC") under the Code, a Series -- each Series being treated as a
separate entity for these purposes -- must distribute to its shareholders for
each taxable year at least 90% of its investment company taxable income
(consisting generally of net investment income and net short-term capital gain)
("Distribution Requirement") and must meet several additional requirements. For
each Series these requirements include the following: (1) the Series must
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of securities, or other income derived with respect to its
business of investing in securities; (2) the Series must derive less than 30% of
its gross income each taxable year from the sale or other disposition of
securities that were held for less than three months ("Short-Short Limitation");
(3) at the close of each quarter of the Series' taxable year, at least 50% of
the value of its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and other securities, with those
other securities limited, in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Series' total assets and that does not
represent more than 10% of the outstanding voting securities of the issuer; and
(4) at the close of each

<PAGE>

quarter of the Series' taxable year, not more than 25% of the value of its total
assets may be invested in securities (other than U.S. Government securities or
the securities of other RICs) of any one issuer.

Dividends and other distributions declared by a Series in October, November
or December of any year and payable to shareholders of record on a date in any
of those months are deemed to have been paid by the Series and received by the
shareholders on December 31 of that year if the distributions are paid by the
Series during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.

A portion of the dividends from a Series' investment company taxable income
may be eligible for the dividends-received deduction allowed to corporations.
The eligible portion may not exceed the aggregate dividends received by a Series
from U.S. corporations. However, dividends received by a corporate shareholder
and deducted by it pursuant to the dividends-received deduction are subject
indirectly to the Federal alternative minimum tax.

If shares of a Series are sold at a loss after being held for six months or
less, the loss will be treated as long-term, instead of short-term, capital loss
to the extent of any capital gain distributions received on those shares.

Each Series will be subject to a nondeductible 4% excise tax ("Excise Tax")
to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts.

Each Series may acquire zero coupon or other securities issued with
original issue discount. As a holder of those securities, each Series must
include in its income the original issue discount that accrues on the securities
for the taxable year, even if the Series receives no corresponding payment on
the securities during the year. Because each Series annually must distribute
substantially all of its investment company taxable income, including any
original issue discount, in order to satisfy the Distribution Requirement and
avoid imposition of the Excise Tax, a Series may be required in a particular
year to distribute as a dividend an amount that is greater than the total amount
of cash it actually receives. Those distributions will be made from the Series'
cash assets or from the proceeds of sales of portfolio securities, if necessary.
A Series may realize capital gains or losses from those sales, which would
increase or decrease its investment company taxable income and/or net capital
gain (the excess of net long-term capital gain over net short-term capital
loss). In addition, any such gains may be realized on the disposition of
securities held for less than three months. Because of the Short-Short
Limitation, any such gains would reduce the Series' ability to sell other
securities held for less than three months that it might wish to sell in the
ordinary course of its portfolio management.

PERFORMANCE INFORMATION

Each Series may advertise its performance in various ways.

<PAGE>

Each Series' yield is presented for a specified thirty-day period (the
"base period"). Yield is based on the amount determined by (i) calculating the
aggregate amount of dividends and interest earned by the Series during the base
period less expenses accrued for that period (net of reimbursement), and (ii)
dividing that amount by the product of (a) the average daily number of shares of
the Series outstanding during the base period and entitled to receive dividends
and (b) the per share maximum public offering price of the Series on the last
day of the base period. The result is annualized by compounding on a semi-
annual basis to determine the Series' yield. For this calculation, interest
earned on debt obligations held by the Series is generally calculated using the
yield to maturity (or first expected call date) of such obligations based on
their market values. Dividends on equity securities are accrued daily at their
estimated stated dividend rates.

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

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

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

[ERV-P]/P = TOTAL RETURN

In providing such performance data, the Series will assume the payment of
the maximum sales charge of 8.00% (as a percentage of the offering price) on the
initial investment ("P"). The Series will assume that during the period covered
all dividends and capital gain distributions are reinvested at net asset value
per share, and that the investment is redeemed at the end of the period. Total
return may also be based on investment at reduced sales charge levels or at net
asset value. Any quotation of total return not reflecting the maximum sales
charge will be greater than if the maximum sales charge were used.

Total return information may be useful to investors in reviewing the
Series' performance. However, certain factors should be taken into account
before using this information as a basis for comparison with alternative
investments. No adjustment is made for taxes payable on distributions. The
total return will fluctuate over time and the total return for any given past
period is not an indication or representation by the Series of future rates of
return on its shares.

At times, the Adviser may reduce its compensation or assume expenses of the
Series in order to reduce the Series' expenses. Any such waiver or
reimbursement would increase the Series' total return and yield during the
period of the waiver or reimbursement.

The Series may include in advertisements and sales literature information,
examples and statistics to illustrate the effect of compounding income at a
fixed rate of return to demonstrate the growth of an investment over a stated
period of time resulting from the payment of dividends and capital gains
distributions in additional shares. These examples may also include
hypothetical returns comparing taxable

<PAGE>

vs. tax-deferred growth which would pertain to an IRA, 403(b) or other qualified
retirement program. The examples used will be for illustrative purposes only
and are not representations by the Series of past or future yield or return.

From time to time, in reports and promotional literature, the Series may
compare their performance to, or cite the historical performance of, Overnight
Government repurchase agreements, U.S. Treasury bills, notes and bonds,
certificates of deposit, and six-month money market certificates or indices of
broad groups of unmanaged securities considered to be representative of, or
similar to, the Series' portfolio holdings, such as:

Lipper Analytical Services, Inc. ("Lipper") is a widely-recognized
independent service that monitors and ranks the performance of regulated
investment companies. The Lipper performance analysis includes the
reinvestment of capital gain distributions and income dividends but does
not take sales charges into consideration. The method of calculating total
return data on indices utilizes actual dividends on ex-dividend dates
accumulated for the quarter and reinvested at quarter end. This
calculation is at variance with SEC release 327 of August 8, 1972, which
utilizes latest 12 month dividends. The latter method is the one used by
S&P.

Morningstar Mutual Funds ("Morningstar"), a semi-monthly publication of
Morningstar, Inc. Morningstar proprietary ratings reflect historical risk-
adjusted performance and are subject to change every month. Funds with at
least three years of performance history are assigned ratings from one star
(lowest) to five stars (highest). Morningstar ratings are calculated from
the funds' three-, five-, and ten-year average annual returns (when
available) and a risk factor that reflects fund performance relative to
three-month Treasury bill monthly returns. Fund's returns are adjusted for
fees and sales loads. Ten percent of the funds in an investment category
receive five stars, 22.5% receive four stars, 35% receive three stars,
22.5% receive two stars, and the bottom 10% receive one star.

Salomon Brothers Inc., "Market Performance," a monthly publication which
tracks principal return, total return and yield on the Salomon Brothers
Broad Investment-Grade Bond Index and the components of the Index.

Telerate Systems, Inc., a computer system to which the Adviser subscribes
which daily tracks the rates on money market instruments, public corporate
debt obligations and public obligations of the U.S. Treasury and agencies
of the U.S. Government.

The Wall Street Journal, a daily newspaper publication which lists the
yields and current market values on money market instruments, public
corporate debt obligations, public obligations of the U.S. Treasury and
agencies of the U.S. Government as well as common stocks, preferred stocks,
convertible preferred stocks, options and commodities; in addition to
indices prepared by the research departments of such financial
organizations as Lehman Bros., Merrill Lynch, Pierce, Fenner and Smith,
Inc., First Boston, Salomon Brothers, Morgan Stanley, Goldman, Sachs & Co.,
Donaldson, Lufkin & Jenrette, Value Line, Datastream International, James
Capel, S.G. Warburg Securities, County Natwest and UBS UK Limited,
including information provided by the Federal Reserve Board, Moody's, and
the Federal Reserve Bank.

<PAGE>

Merrill Lynch, Pierce, Fenner & Smith, Inc., "Taxable Bond Indices," a
monthly corporate government index publication which lists principal,
coupon and total return on over 100 different taxable bond indices which
Merrill Lynch tracks. They also list the par weighted characteristics of
each Index.

Lehman Brothers, Inc., "The Bond Market Report," a monthly publication
which tracks principal, coupon and total return on the Lehman Govt./Corp.
Index and Lehman Aggregate Bond Index, as well as all the components of
these Indices.

Standard & Poor's 500 Composite Stock Price Index and the Dow Jones
Industrial Average of 30 stocks are unmanaged lists of common stocks
frequently used as general measures of stock market performance. Their
performance figures reflect changes of market prices and quarterly
reinvestment of all distributions but are not adjusted for commissions or
other costs.

The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics,
is a commonly used measure of inflation. The Index shows changes in the
cost of selected consumer goods and does not represent a return on an
investment vehicle.

The NYSE composite of component indices--unmanaged indices of all
industrial, utilities, transportation, and finance stocks listed on the
NYSE.

The Russell 2500 Index, prepared by the Frank Russell Company, consists of
U.S. publicly traded stocks of domestic companies that rank from 500 to
3000 by market capitalization. The Russell 2500 tracks the return on these
stocks based on price appreciation or depreciation and does not include
dividends and income or changes in market values caused by other kinds of
corporate changes.

The Russell 2000 Index, prepared by the Frank Russell Company, consists of
U.S. publicly traded stocks of domestic companies that rank from 1000 to
3000 by market capitalization. The Russell 2000 tracks the return on these
stocks based on price appreciation or depreciation and does not include
dividends and income or changes in market values caused by other kinds of
corporate changes.

Reuters, a wire service that frequently reports on global business.

Standard & Poor's Utilities Index is an unmanaged capitalization weighted
index comprising common stock in approximately 40 electric, natural gas
distributors and pipelines, and telephone companies. The Index assumes the
reinvestment of dividends.

Moody's Stock Index, an unmanaged index of utility stock performance.

From time to time, in reports and promotional literature, performance
rankings and ratings reported periodically in national financial publications
such as MONEY, FORBES, BUSINESS WEEK, BARRON'S, FINANCIAL TIMES and FORTUNE may
also be used. In addition, quotations from articles

<PAGE>

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

GENERAL INFORMATION
AUDITS AND REPORTS. The accounts of the Series are audited twice a year by
Tait, Weller & Baker, independent certified public accountants. Shareholders
receive semi-annual and annual reports of the Series, including audited
financial statements, and a list of securities owned.

TRANSFER AGENT. Administrative Data Management Corp., 10 Woodbridge
Center Drive, Woodbridge, NJ 07095-1198, an affiliate of First Investors
Management Company, Inc. and First Investors Corporation, acts as transfer agent
(the "Transfer Agent") for the Series and as redemption agent for regular
redemptions. The fees charged to the Series by the Transfer Agent are $5.00 to
open an account; $3.00 for each certificate issued; $.65 per account per month;
$10.00 for each legal transfer of shares; $.45 per account per dividend
declared; $5.00 for each partial withdrawal or complete liquidation; and $1.00
per account per report required by any government authority. Additional fees
charged to the Series by the Transfer Agent are assumed by the Co-Underwriters.
The Transfer Agent reserves the right to change the fees on prior notice to the
Series. Upon request from shareholders, the Transfer Agent will provide an
account history. For account histories covering the most recent three year
period, there is no charge. The Transfer Agent charges a $5.00 administrative
fee for each account history covering the period 1983 through 1990 and $10.00
per year for each account history covering the period 1974 through 1982.
Account histories prior to 1974 will not be provided. If any communication from
the Transfer Agent to a shareholder is returned from the U.S. Postal Service
marked as "Undeliverable" two consecutive times, the Transfer Agent will cease
sending any further materials to the shareholder until the Transfer Agent is
provided with a correct address. Furthermore, if there is no known address for
a shareholder for at least one year, the Transfer Agent will charge such
shareholder's account $40 to cover the Transfer Agent's expenses in trying to
locate the shareholder's correct address. For the fiscal year ended December
31, 1994, the First Series, Second Series and Third Series paid $2,105, $5,026
and $1,634, respectively, in transfer agency fees. The Transfer Agent's
telephone number is 1-800-423-4026.

5% SHAREHOLDERS. As of April 17, 1995, the following beneficially owned
more than 5% of the outstanding shares of the Third Series:

SHAREHOLDER % OF SHARES
----------- ----------
Dermot F. Walsh 5.2
22 Benjamin Street
Old Greenwich, CT 06870

Lew Hong Lee 11.0
1629 Telegraph Ave
Oakland, CA 94612

Pulmonary Specialists Ltd. 6.0
Carrl Linquist TTEE
14860 N. Moon Valley Drive
Phoeniz, AZ 85022

<PAGE>

PURCHASES MADE DURING THE INITIAL OFFERING PERIOD. At the end of the
initial offering period of each Series' shares, the Adviser invested a
sufficient portion of each Series' assets in Zero Coupon Securities in order to
provide an anticipated minimum return for shareholders who invested during such
period. The anticipated minimum returns were and continue to be: $4.00 for
each $1.00 with a maturity date of December 31, 2004 for the First Series; $2.00
for each $1.00 invested with a maturity date of December 31, 1999 for the Second
Series; and $1.50 for each $1.00 with a maturity date of December 31, 1998 for
the Third Series. In order to achieve these goals, at the close of each Series'
initial offering period the Adviser made investments yielding 8.04%, 5.92% and
3.98% for the First Series, Second Series and Third Series, respectively, over
the life of each Series. The Adviser does not intend to sell these investments
until their ultimate maturity date, except to meet certain redemption requests.

The Adviser was able to establish these goals because yields of Zero Coupon
Securities available in the marketplace at the time of investment exceeded the
yields necessary to produce these returns. These results will occur even if all
Other Securities purchased by each Series pay no dividends or interest or are
worthless at the maturity date for each Series, provided that every Zero Coupon
Security purchased by each Series is held to maturity and the issuers of such
securities do not default.

SHAREHOLDER LIABILITY. The Fund is organized as an entity known as a
"Massachusetts business trust." Under Massachusetts law, shareholders of such a
trust may, under certain circumstances, be held personally liable for the
obligations of the Fund. The Declaration of Trust however, contains an express
disclaimer of shareholder liability for acts or obligations of the Fund and
requires that notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or executed by the Fund or the Trustees. The
Declaration of Trust provides for indemnification out of the property of the
Fund of any shareholder held personally liable for the obligations of the Fund.
The Declaration of Trust also provides that the Fund shall, upon request, assume
the defense of any claim made against any shareholder for any act or obligation
of the Fund and satisfy any judgment thereon. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its obligations.
The Adviser believes that, in view of the above, the risk of personal liability
to shareholders is immaterial and extremely remote. The Declaration of Trust
further provides that the Trustees will not be liable for errors of judgment or
mistakes of fact or law, but nothing in the Declaration of Trust protects a
Trustee against any liability to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office. The Fund may have an
obligation to indemnify Trustees and officers with respect to litigation.

<PAGE>

APPENDIX A
DESCRIPTION OF COMMERCIAL PAPER RATINGS

STANDARD & POOR'S RATINGS GROUP

Standard & Poor's Rating Group ("S&P") commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market. Ratings are graded into several categories, ranging from
"A-1" for the highest quality obligations to "D" for the lowest.

A-1 This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely strong
safety characteristics are denoted with a plus (+) designation.

MOODY'S INVESTORS SERVICE, INC.

Moody's Investors Service, Inc. ("Moody's") short-term debt ratings are
opinions of the ability of issuers to repay punctually senior debt obligations
which have an original maturity not exceeding one year. Obligations relying
upon support mechanisms such as letters-of-credit and bonds of indemnity are
excluded unless explicitly rated.

PRIME-1 Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability for repayment of senior short-term debt obligations. P-1
repayment ability will often be evidenced by many of the following
characteristics:

- Leading market positions in well-established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance
on debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
- Well-established access to a range of financial markets and
assured sources of alternate liquidity.

<PAGE>

Financial Statements as of December 31, 1994

<PAGE>

Portfolio of Investments
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
December 31, 1994

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

Principal 1st SERIES 2nd SERIES 3rd SERIES
Amount or ------------------- ------------------- -------------------
Shares Security Value % Value % Value %
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES
$2,825M Treasury STRIPS, due 11/15/2004 $ 1,311,648
3,350M Treasury STRIPS, due 11/15/1999 $ 2,322,890
1,250M Treasury STRIPS, due 11/15/1998 $ 928,625
---------------------------------------------------------------------------------------------------------------------------
Total Value of U.S. Government Securities
(cost $1,073,097, $2,283,256 and $ 928,744,
respectively) 1,311,648 98.6 2,322,890 98.4 928,625 90.0
---------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS
Commercial Service
100 *Insurance Auto Auctions, Inc. 3,056
200 *Insurance Auto Auctions, Inc. 6,112
200 *Insurance Auto Auctions, Inc. 6,112
400 *Interpool, Inc. 5,950
---------------------------------------------------------------------------------------------------------------------------
3,056 .2 6,112 .3 12,062 1.2
---------------------------------------------------------------------------------------------------------------------------
Computers/Software/Business Equipment
300 *Lotus Development Corp. 12,300 1.2
---------------------------------------------------------------------------------------------------------------------------
Electronics/Semiconductors
160 Motorola, Inc. 9,260
400 Motorola, Inc. 23,150
400 Motorola, Inc. 23,150
---------------------------------------------------------------------------------------------------------------------------
9,260 .7 23,150 1.0 23,150 2.2
---------------------------------------------------------------------------------------------------------------------------
Financial
200 Commerce Bank of Virginia 7,275 .7
---------------------------------------------------------------------------------------------------------------------------
Foods
300 Dreyers Grand Ice Cream, Inc. 7,425 .7
---------------------------------------------------------------------------------------------------------------------------
Healthcare/Miscellaneous
200 Fisher Scientific International 4,950
100 *Shaman Pharmaceuticals, Inc. 400
---------------------------------------------------------------------------------------------------------------------------
5,350 .5
---------------------------------------------------------------------------------------------------------------------------
Retail Trade
300 Talbots, Inc. 9,375
300 Talbots, Inc. 9,375
---------------------------------------------------------------------------------------------------------------------------
9,375 .4 9,375 .9
---------------------------------------------------------------------------------------------------------------------------
Technology
300 *Integrated Device Technology, Inc. 8,850 .9
---------------------------------------------------------------------------------------------------------------------------
Transportation
700 Transportacion Maritima Mexicana S.A. (ADR) 5,338 .5
---------------------------------------------------------------------------------------------------------------------------

Total Value of Common Stocks
(cost $5,373, $21,428 and $70,326 respectively) 12,316 .9 38,637 1.7 91,125 8.8
---------------------------------------------------------------------------------------------------------------------------
Total Value of Investments (cost $1,078,470,
$2,304,684 and $999,070, respectively) 1,323,964 99.5 2,361,527 100.1 1,019,750 98.8
Other Assets, Less Liabilities 6,163 .5 ( 1,743) ( .1) 12,517 1.2
---------------------------------------------------------------------------------------------------------------------------
Net Assets $ 1,330,127 100.0 $ 2,359,784 100.0 $ 1,032,267 100.0
===========================================================================================================================

<FN>
*Non-income producing

</TABLE>

See notes to financial statements

<PAGE>

Statement of Assets and Liabilities
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
December 31, 1994

- ------------------------------------------------------------------------------------------------------------------
1st Series 2nd Series 3rd Series
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets

Investments in securities:
At identified cost............................................. $ 1,078,470 $ 2,304,684 $ 999,070
============ ============ ============
At value (Note 1A)............................................. $ 1,323,964 $ 2,361,527 $ 1,019,750
Cash............................................................. 12,603 7,376 18,773
Dividends receivable............................................. 16 40 62
Other assets..................................................... 867 932 876
------------- ------------- -------------
Total Assets..................................................... 1,337,450 2,369,875 1,039,461
------------- ------------- -------------
Liabilities

Cash portion of dividend payable January 15, 1995................ 2,227 3,251 1,971
Accrued expenses................................................. 3,992 4,877 4,364
Accrued advisory fees............................................ 1,104 1,963 859
------------- ------------- -------------
Total Liabilities................................................ 7,323 10,091 7,194
------------- ------------- -------------

Net Assets....................................................... $ 1,330,127 $ 2,359,784 $ 1,032,267
============ ============ ============

Net Assets Consist of:
Capital paid in.................................................. $ 1,084,633 $ 2,533,944 $ 1,068,626
Accumulated net realized loss on investments..................... --- ( 231,003) ( 57,039)
Net unrealized appreciation in value of investments.............. 245,494 56,843 20,680
------------- ------------- -------------
Total............................................................ $ 1,330,127 $ 2,359,784 $ 1,032,267
============ ============ ============

Shares of beneficial interest outstanding (Note 3)............... 135,351 223,569 94,191
======== ======== ========
Net Asset Value and Redemption Price Per Share
(Net assets divided by shares of beneficial interest outstanding) $9.83 $10.56 $10.96
===== ===== =====

Maximum Offering Price Per Share
( Net Asset Value / .92 )*....................................... $10.68 $11.48 $11.91
===== ===== =====
<FN>
*On purchases of $10,000 or more, the sales charge is reduced.

</TABLE>

See notes to financial statements

<PAGE>

Statement of Operations
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
Year Ended December 31, 1994

- ----------------------------------------------------------------------------------------------------------------
1st Series 2nd Series 3rd Series
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Investment Income

Income:
Interest.................................................... $ 106,574 $ 182,373 $ 72,249
Dividends................................................... 152 308 549
------------- ------------- -------------
Total income.................................................. 106,726 182,681 72,798
------------- ------------- -------------

Expenses:
Advisory fees (Note 4)...................................... 14,550 25,158 11,190
Professional fees........................................... 5,616 8,410 4,299
Shareholder servicing costs (Note 4)........................ 3,264 8,089 2,111
Reports and notices to shareholders......................... 779 1,535 628
Other expenses.............................................. 1,679 1,705 1,195
------------- ------------- -------------
Total expenses................................................ 25,888 44,897 19,423
Less: Expenses assumed (Note 4)............................. 2,594 --- ---
------------- ------------- -------------
Expenses-net.................................................. 23,294 44,897 19,423
------------- ------------- -------------

Net investment income......................................... 83,432 137,784 53,375
------------- ------------- -------------
Realized and Unrealized Gain (Loss) on Investments (Note 2):

Net realized gain on investments.............................. 58,651 24,904 43,841
Net unrealized depreciation of investments.................... ( 323,053) ( 349,642) ( 165,381)
------------- ------------- -------------
Net loss on investments....................................... ( 264,402) ( 324,738) ( 121,540)
------------- ------------- -------------
Net Decrease in Net Assets Resulting from Operations.......... $ ( 180,970)$ ( 186,954)$ ( 68,165)
============ ============ ============

</TABLE>

See notes to financial statements

<PAGE>

Statement of Changes in Net Assets
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

--------------------------------------------------------------------------------------------------------------------------
1st Series 2nd Series 3rd Series
---------------------- ---------------------- ----------------------
Year Ended December 31 1994 1993 1994 1993 1994 1993
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Increase (Decrease) in Net Assets
from Operations

Net investment income...................... $ 83,432 $ 85,700 $ 137,784 $ 139,802 $ 53,375 $ 53,378
Net realized gain on investments........... 58,651 67,216 24,904 65,970 43,841 44,528
Net unrealized appreciation
(depreciation) of investments............ ( 323,053) 149,786 ( 349,642) 130,600 ( 165,381) 72,480
--------- --------- --------- --------- --------- ---------
Net increase (decrease) in net assets
resulting from operations................ ( 180,970) 302,702 ( 186,954) 336,372 ( 68,165) 170,386
--------- --------- --------- --------- --------- ---------

Distributions to Shareholders from:
Net investment income...................... ( 83,432) ( 85,700) ( 137,784) ( 139,802) ( 53,375) ( 53,378)
Net realized gain from security
transactions............................. ( 58,651) ( 67,216) --- --- --- ---
Capital surplus............................ ( 102) ( 62) ( 1,283) ( 30) ( 1,156) ( 15)
--------- --------- --------- --------- --------- ---------
Total Distributions........................ ( 142,185) ( 152,978) ( 139,067) ( 139,832) ( 54,531) ( 53,393)
--------- --------- --------- --------- --------- ---------
Trust Share Transactions(a)
Issued..................................... 498 5,029 19,734 --- 3,715 ---
Issued on reinvestments.................... 139,960 150,407 133,817 136,336 52,560 52,820
Redeemed................................... ( 218,951) ( 172,384) ( 224,200) ( 360,020) ( 159,485) ( 97,077)
--------- --------- --------- --------- --------- ---------
Net decrease from trust share transactions. ( 78,493) ( 16,948) ( 70,649) ( 223,684) ( 103,210) ( 44,257)
--------- --------- --------- --------- --------- ---------

Total increase (decrease) in net assets.... ( 401,648) 132,776 ( 396,670) ( 27,144) ( 225,906) 72,736

Net Assets
Beginning of year.......................... 1,731,775 1,598,999 2,756,454 2,783,598 1,258,173 1,185,437
--------- --------- --------- --------- --------- ---------
End of year................................ $ 1,330,127 $ 1,731,775 $ 2,359,784 $ 2,756,454 $ 1,032,267 $ 1,258,173
========= ========= ========= ========= ========= =========
(a)Trust Shares Issued and Redeemed
Issued..................................... 41 369 1,527 --- 315 ---
Issued on reinvestments.................... 14,238 12,179 12,861 11,314 4,795 4,302
Redeemed................................... ( 19,122) ( 13,398) ( 19,600) ( 29,279) ( 13,369) ( 7,954)
--------- --------- --------- --------- --------- ---------
Net decrease in Trust Shares............... ( 4,843) ( 850) ( 5,212) ( 17,965) ( 8,259) ( 3,652)
========= ========= ========= ========= ========= =========

</TABLE>

See notes to financial statements

<PAGE>

Notes to Financial Statements
FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

1. Significant Accounting Policies - The Fund is organized as a
Massachusetts business trust and is registered under the Investment Company
Act of 1940 (the "1940 Act") as a diversified, open-end management
investment company. The Fund operates as a series fund, issuing shares of
beneficial interest of the 1st, 2nd and 3rd Series and accounts separately
for the assets, liabilities and operations of each Series.

A. Security Valuation - A security listed or traded on an exchange or the
NASDAQ National Market System is valued at its last sale price on the
exchange or the system where the security is primarily traded. Securities
which have no sales on a particular day and securities traded in the
over-the-counter market are valued at the mean between the last bid and
asked prices. The Treasury STRIPS in which each Series invests are traded
primarily in the over-the-counter market. Such securities are valued at the
mean between the last bid and asked prices on that day as furnished by any
dealer who makes a market in such securities. Securities for which market
quotations are not readily available are valued on a consistent basis at
fair value as determined in good faith by methods approved by the trustees
of the Fund.

B. Federal Income Taxes - No provision has been made for federal income
taxes on net income or capital gains, since it is the policy of each Series
to continue to comply with the special provisions of the Internal Revenue
Code applicable to investment companies and to make sufficient distributions
of income and capital gains (in excess of any available capital loss
carryovers) to relieve each Series from all, or substantially all, federal
income taxes. At December 31, 1994, the following Series had capital loss
carryovers expiring as follows:

Year of Expiration 2nd SERIES 3rd SERIES
------------------ ---------- ----------
1996 $ 102,432 $ ---
1997 98,768 ---
1998 29,803 41,135
2001 --- 15,904
---------- ----------
$ 231,003 $ 57,039
========== ==========

C. Distributions to Shareholders - Distributions to shareholders are
declared and paid annually. Income dividends and capital gain distributions
are determined in accordance with income tax regulations which may differ
from generally accepted accounting principles. These differences are
primarily due to differing treatments for capital loss carryforwards and
post October losses.

D. Expense Allocation - Direct expenses attributable to a Series are charged
to and paid from the assets of that Series. Indirect or general expenses of
the Fund are allocated among and charged to the assets of each Series on a
fair and equitable basis, which may be based on the relative assets of each
Series or the nature of the services performed and relative applicability to
each Series.

E. Security Transactions and Investment Income - Security transactions are
accounted for on the date the securities are purchased or sold. Cost is
determined, and gains and losses are based, on the identified cost basis for
common stocks and the amortized cost basis for Treasury STRIPS for both
financial statement and federal income tax purposes. Dividend income is
recorded on the ex-dividend date. Interest income (consisting of amortized
discount) is accrued monthly and estimated expenses are accrued daily.

<PAGE>

2. Security Transactions - Purchases and sales of securities and long-term
U.S. Government Obligations, excluding short-term notes, were as follows:

Year Ended December 31, 1994 1st SERIES 2nd SERIES 3rd SERIES
- ---------------------------- ----------- ----------- -----------
Securities
- ----------
<S> <C> <C> <C>
Purchases............................... $ 3,574 $ 15,484 $ 36,141
=========== =========== ===========
Proceeds of sales....................... $ 7,397 $ 30,592 $ 58,023
=========== =========== ===========
Long-Term U.S. Government Obligations
- -------------------------------------
Purchases............................... $ 106,573 $ 182,234 $ 72,248
=========== =========== ===========
Proceeds of sales....................... $ 231,174 $ 243,814 $ 152,056
=========== =========== ===========

</TABLE>

At December 31, 1994, aggregate cost and net unrealized appreciation of
securities for federal income tax purposes were as follows:

1st SERIES 2nd SERIES 3rd SERIES
----------- ----------- -----------
<S> <C> <C> <C>
Aggregate cost of investments........... $ 1,078,470 $ 2,304,684 $ 999,070
=========== =========== ===========
Unrealized appreciation................. $ 246,013 $ 57,606 $ 25,715
Unrealized depreciation................. 519 763 5,035
----------- ----------- -----------
Net unrealized appreciation............. $ 245,494 $ 56,843 $ 20,680
=========== =========== ===========
</TABLE>

3. Trust Shares - The Declaration of Trust permits the Fund to issue an
unlimited number of shares of beneficial interest, of one or more Series.

4. Advisory Fee and Other Transactions With Affiliates - Certain officers
and trustees of the Fund are officers and directors of its investment
adviser, First Investors Management Company, Inc. ("FIMCO"), its
underwriter, First Investors Corporation ("FIC"), its transfer agent,
Administrative Data Management Corp. ("ADM") and/or First Financial Savings
Bank, S.L.A. ("FFS"), custodian of the Fund's Individual Retirement
Accounts. Officers and trustees of the Fund received no remuneration from
the Fund for serving in such capacities. Their remuneration (together with
certain other expenses of the Fund) is paid by FIMCO or FIC.

The Investment Advisory Agreement provides as compensation to FIMCO, an
annual fee, payable monthly, at the rate of 1% of the first $200 million of
each Series' average daily net assets, .75% on the next $300 million,
declining by .03% on each $250 million thereafter, down to .66% on average
daily net assets over $1 billion. Expenses of the 1st Series in the amount
of $ 2,594 were assumed by FIMCO.

Pursuant to certain state regulations, FIMCO has agreed to reimburse a
Series if and to the extent that such Series' aggregate operating expenses,
including the advisory fee but generally excluding interest, taxes,
brokerage commissions and extraordinary expenses, exceed any limitation on
expenses applicable to the Series in those states (unless waivers of such
limitations have been obtained). The amount of any such reimbursement is
limited to the yearly advisory fee for such Series . For the year ended
December 31, 1994, no reimbursement was required pursuant to these
provisions.

For the year ended December 31, 1994, FIC, as underwriter, received $ 159 in
commissions. Shareholder servicing costs included $ 8,356 in fees paid to
ADM and $ 4,700 in custodian fees paid to FFS.
<PAGE>

Independent Auditor's Report

To the Shareholders and Trustees of
First Investors U.S. Government Plus Fund

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of the 1st, 2nd and 3rd Series of
First Investors U.S. Government Plus Fund as of December 31, 1994, and the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended and
the financial highlights for the periods indicated thereon. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights 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 and
financial highlights 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
securities owned as of December 31, 1994, by correspondence with the
custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
the 1st, 2nd and 3rd Series of First Investors U.S. Government Plus Fund as
of December 31, 1994, and the results of their operations, changes in their
net assets and financial highlights for each of the respective periods
presented, in conformity with generally accepted accounting principles.

Tait, Weller & Baker

Philadelphia, Pennsylvania
January 31, 1995

<PAGE>

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

Financial Statements are set forth in Part B, Statement of
Additional Information.

(b) Exhibits:

(1)a.(1) Declaration of Trust

b.(8) Supplement to Declaration of Trust

(2) By-laws

(3) Not Applicable

(4)(1),(2),(3) Specimen Certificates

(5) Investment Advisory Agreement

(6)(8) Underwriting Agreement

(7) Not Applicable

(8)a.(8) Custodian Agreement
(i) First Series
(ii) Second Series
(iii) Third Series

b.(6) Supplement to Custodian Agreement

(9)(8) Administration Agreement
a. First Series
b. Second Series
c. Third Series

(10)(7) Opinion of Counsel

(11)a. Consent of independent accountants

b.(6) Powers of Attorney

(12) Not Applicable

(13)(2) Undertaking of the Co-Underwriters

C-1

<PAGE>

(14)a.(5) First Investors Profit Sharing/Money
Purchase Pension Retirement Plan for Sole
Proprietorships, Partnerships and
Corporations

b.(6) First Investors Individual Retirement
Account

c.(4) First Investors 403(b) Custodial Account

d.(6) First Investors SEP-IRA and SARSEP-IRA

(15) Not Applicable

(16) Not Applicable

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

(1) Incorporated by reference from Pre-Effective Amendment No. 1 to
Registrant's Registration Statement (File No. 2-94932) filed on
November 13, 1985.
(2) Incorporated by reference from Post-Effective Amendment No. 2 to
Registrant's Registration Statement (File No. 2-94932).
(3) Incorporated by reference from Post-Effective Amendment No. 3 to
Registrant's Registration Statement (File No. 2-94932) filed on April 12,
1986.
(4) Incorporated by reference from Post-Effective Amendment No. 8 to
Registrant's Registration Statement (File No. 2-94932) filed on April 12,
1991.
(5) Incorporated by reference from Post-Effective Amendment No. 9 to
Registrant's Registration Statement (File No. 2-94932) filed on April 23,
1992.
(6) Incorporated by reference from Post-Effective Amendment No. 10 to
Registrant's Registration Statement (File No. 2-94932) filed on April 29,
1993.

(7) Incorporated by reference from registrant's Rule 24f-2 Notice for its
fiscal year ended December 31, 1994 filed on February 21, 1995.

(8) Incorporated by reference from Post-Effective Amendment No. 11 to
Registrant's Registration Statement (File No. 2-94932) filed on April 29,
1994.

Item 25. Persons Controlled by or Under Common Control with Registrant

There are no persons controlled by or under common control with the
Registrant.

Item 26. Number of Holders of Securities

C-2

<PAGE>

Number of Record
Holders as of
Title of Class February 28, 1995
-------------- -----------------

Shares of Beneficial
Interest, no par value

First Series 210
Second Series 485
Third Series 139

Item 27. Indemnification

Article XI, Section 2 of Registrant's Declaration of Trust provides as
follows:

"Section 1.

Provided they have exercised reasonable care and have acted under the
reasonable belief that their actions are in the best interest of the Trust, the
Trustees shall not be responsible for or liable in any event for neglect or
wrongdoing of them or any officer, agent, employee of investment adviser of the
Trust, but nothing contained herein shall protect any Trustee against any
liability to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office."

"Section 2.

"(a) Subject to the exceptions and limitations contained in Section (b)
below:

"(i) every person who is, or has been, a Trustee or officer of the Trust (a
"Covered Person") shall be indemnified by the Trust to the fullest extent
permitted by law against liability and against all expenses reasonably incurred
or paid by him in connection with any claim, action, suit or proceeding in which
he becomes involved as a party or otherwise by virtue of his being or having
been a Trustee or officer and against amounts paid or incurred by him in the
settlement thereof;

"(ii) the words "claim," "action," "suit," or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal or other, including
appeals), actual or threatened, and the words "liability" and "expenses" shall
include, without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fine, penalties and other liabilities.

"(b) No indemnification shall be provided hereunder to a Covered Person:

C-3

<PAGE>

"(i) who shall have been adjudicated by a court or body before which the
proceeding was brought (A) to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office or (B) not to have acted in
good faith in the reasonable belief that his action was in the best interest of
the Trust; or

"(ii) in the event of a settlement, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office,

(A) by the court or other body approving the settlement; or

(B) by at least a majority of those Trustees who are neither interested
persons of the Trust nor are parties to the matter based upon a review
of readily available facts (as opposed to a full trial-type inquiry);
or

(C) by written opinion of independent legal counsel based upon a review of
readily available facts (as opposed to a full trial-type inquiry);
provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees, or by
independent counsel.

"(c) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be exclusive
of or affect any other rights to which any Covered Person may now or hereafter
be entitled, shall continue as to a person who has ceased to be such Trustee or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect any
rights to indemnification to which Trust personnel, other than Trustees and
officers, and other persons may be entitled by contract or otherwise under the
law.

"(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 2 may be paid by the Trust from time to time prior
to final disposition thereof upon receipt of an undertaking by or on behalf of
such Covered Person that such amount will be paid over by him to the Trust if it
is ultimately determined that he is not entitled to indemnification under this
Section 2; provided, however, that either (a) such Covered Person shall have
provided appropriate security for such undertaking, (b) the Trust is insured
against losses arising out of any such advance payments or (c) either a majority
of the Trustees who are neither interested persons of the Trust nor are parties
to the matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of

C-4

<PAGE>

readily available facts (as opposed to a full trail-type inquiry), that there is
a reason to believe that such Covered Person will be found entitled to
indemnification under this Section 2."

The general effect of this Indemnification will be to indemnify the
officers and Trustees of the Registrant from costs and expenses arising from any
action, suit or proceeding to which they may be made a party by reason of their
being or having been a trustee or officer of the Registrant, except where such
action is determined to have arisen out of the willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
the trustee's or officer's office.

The Registrant's Investment Advisory Agreement provides as follows:

The Manager shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Company or any Series in connection with the
matters to which this Agreement relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. Any person, even though also an officer, partner, employee, or agent
of the Manager, who may be or become an officer, Board member, employee or agent
of the Company shall be deemed, when rendering services to the Company or acting
in any business of the Company, to be rendering such services to or acting
solely for the Company and not as an officer, partner, employee, or agent or one
under the control or direction of the Manager even though paid by it.

The Registrant's Underwriting Agreement provides as follows:

The Underwriter agrees to use its best efforts in effecting the sale and
public distribution of the shares of the Fund through dealers and to perform its
duties in redeeming and repurchasing the shares of the Fund, but nothing
contained in this Agreement shall make the Underwriter or any of its officers
and directors or shareholders liable for any loss sustained by the Fund or any
of its officers, trustees, or shareholders, or by any other person on account of
any act done or omitted to be done by the Underwriter under this Agreement
provided that nothing herein contained shall protect the Underwriter against any
liability to the Fund or to any of its shareholders to which the Underwriter
would otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties as Underwriter or by reason of its
reckless disregard of its obligations or duties as Underwriter under this
Agreement. Nothing in this Agreement shall protect the Underwriter from any
liabilities which it may have under the Securities Act of 1933 or the Investment
Company Act of 1940.

C-5

<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. See Item 32 herein.

Item 28. Business and Other Connections of Investment Adviser

First Investors Management Company, Inc., the Investment Adviser to each
Series of the Registrant, also serves as Investment Adviser to:
First Investors Cash Management Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Life Series Fund
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Special Bond Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors Series Fund II, Inc.

Affiliations of the officers and directors of the Investment Adviser are
set forth in Part B, Statement of Additional Information, under "Trustees and
Officers."

Item 29. Principal Underwriters

(a) First Investors Corporation, Underwriter of each Series of the
Registrant, is also underwriter for:
First Investors Cash Management Fund, Inc.
First Investors Series Fund
First Investors Fund For Income, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors Series Fund II, Inc.

(b) The following persons are the officers and directors of the
Underwriter:

C-6

<PAGE>

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

John T. Sullivan Director Chairman of the
95 Wall Street Board of
New York, NY 10005 Trustees

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

Joseph I. Benedek Treasurer Treasurer
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Concetta Durso Assistant Vice Vice President
95 Wall Street President and and Secretary
New York, NY 10005 Assistant Secretary

Lawrence A. Fauci Senior Vice President None
95 Wall Street and Director
New York, NY 10005

Kathryn S. Head Vice President, Trustee
10 Woodbridge Center Chief Financial
Drive Officer and Director
Woodbridge, NJ 07095

Louis Rinaldi Senior Vice None
10 Woodbridge Center President
Drive
Woodbridge, NJ 07095

Frederick Miller Vice President None
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Larry R. Lavoie Secretary and None
95 Wall Street General Counsel
New York, NY 10005

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

C-7

<PAGE>

Position and Position and
Name and Principal Office with First Office with
Business Address Investors Corporation Registrant
- ------------------ --------------------- -------------

Marvin M. Hecker President None
95 Wall Street
New York, NY 10005

Matthew Smith Vice President None
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Howard M. Factor Vice President None
95 Wall Street
New York, NY 10005

Jeremiah J. Lyons Director None
56 Weston Avenue
Chatham, NJ 07928

Jane W. Kruzan Director None
15 Norwood Avenue
Summit, NJ 07901-0493

Kellen M. Carson Vice President None
95 Wall Street
New York, NY 10005

Anne Condon Vice President None
10 Woodbridge Center
Drive
Woodbridge, NJ 07095

Item 30. Location of Accounts and Records

Physical possession of the books, accounts and records of the Registrant
are held by First Investors Management Company, Inc. and its affiliated
companies, First Investors Corporation and Administrative Data Management Corp.,
at their corporate headquarters, 95 Wall Street, New York, NY 10005 and
administrative offices, 10 Woodbridge Center Drive, Woodbridge, NJ 07095,
except for those maintained by the Registrant's Custodian, The Bank of New York,
48 Wall Street, New York, NY 10286.

Item 31. Management Services

Inapplicable

C-8

<PAGE>

Item 32. Undertakings

The Registrant undertakes to carry out all indemnification provisions of
its Declaration of Trust, Advisory Agreement and Underwriting Agreement in
accordance with Investment Company Act Release No. 11330 (September 4, 1980) and
successor releases.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the provisions under Item 27 herein, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The Registrant hereby undertakes to furnish a copy of its latest annual
report to shareholders, upon request and without charge, to each person to whom
a prospectus is delivered.

C-9
<PAGE>

INDEX TO EXHIBITS

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

2 By-Laws

5 Advisory Agreement

11(a) Consent of Accountants

11(b) Power of Attorney

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant represents that this Amendment
meets all of the requirements for effectiveness pursuant to Rule 485(b) uner the
Securities Act of 1933, and has duly caused this Post-Effective Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the
17th day of April, 1995.

FIRST INVESTORS U.S. GOVERNMENT
PLUS FUND
(Registrant)

By: /s/ Glenn O. Head
---------------------------
Glenn O. Head
President and Trustee

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

/s/ Glenn O. Head Principal Executive April 17, 1995
- ---------------------- Officer and Trustee
Glenn O. Head

/s/ Joseph I. Benedek Principal Financial April 17, 1995
- ---------------------- and Accounting Officer
Joseph I. Benedek

/s/ Kathryn S. Head Trustee April 17, 1995
- ----------------------
Kathryn S. Head

/s/ James J. Coy Trustee April 17, 1995
- ----------------------
James J. Coy

/s/ F. William Ortman Trustee April 17, 1995
- ----------------------
F. William Ortman, Jr.

<PAGE>

/s/ Roger L. Grayson Trustee April 17, 1995
- ----------------------
Roger L. Grayson

/s/ Herbert Rubinstein Trustee April 17, 1995
- ----------------------
Herbert Rubinstein

/s/ James M. Srygley Trustee April 17, 1995
- ----------------------
James M. Srygley

/s/ John T. Sullivan Trustee April 17, 1995
- ----------------------
John T. Sullivan

/s/ Rex R. Reed Trustee April 17, 1995
- ----------------------
Rex R. Reed

/s/ Robert F. Wentworth Trustee April 17, 1995
- ----------------------
Robert F. Wentworth

*By: /s/ Larry R. Lavoie
-------------------------
Larry R. Lavoie
Attorney-in-fact

<PAGE>

BY-LAWS

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

ARTICLE I

OFFICERS AND THEIR ELECTION

SECTION 1. OFFICERS. The officers of the Trust shall be a President, a
Treasurer, a Secretary, one or more Vice Presidents and such other officers as
the Trustees may from time to time elect. It shall not be necessary for any
Trustee or other officer to be a holder of shares in the Trust.

SECTION 2. ELECTION OF OFFICERS. The Treasurer and Secretary shall be
chosen annually by the Trustees. The President shall be chosen annually by and
from the Trustees.

Two or more offices may be held by a single person except the offices
of President and Secretary. The officers shall hold office until their
successors are chosen and qualified.

SECTION 3. RESIGNATIONS AND REMOVALS. Any officer of the Trust may resign
by filing a written resignation with the President or with the Trustees or with
the Secretary, which shall take effect on being so filed at such time as may be
therein specified. The Trustees may at any meeting remove any officer.

ARTICLE II

POWERS AND DUTIES OF OFFICERS AND TRUSTEES

SECTION 1. TRUSTEES. The business and affairs of the Trust shall be managed
by the Trustees, and they shall have all powers necessary and desirable to carry
out the responsibility, so far as such powers are not inconsistent with
applicable law, the Declaration of Trust, or with these By-Laws.

SECTION 2. EXECUTIVE AND OTHER COMMITTEES. The Trustees may elect from
their own number an executive committee to consist of not less than three nor
more than five members which shall have the power and duty to conduct the
current and ordinary business of the Trust, including the purchase and sale of
securities, while the Trustees are not in session, and such other powers and
duties as the Trustees may from time to time delegate to such committee. The
Trustees may also elect from their own number other committees from time to
time, the number composing such committees and the powers conferred upon the
same to be determined by vote of the Trustees.

- 1 -

<PAGE>

SECTION 3. CHAIRMAN OF THE TRUSTEES. The Trustees may, but need not appoint
from among their number a Chairman. He shall perform any such duties as the
Trustees may from time to time designate.

SECTION 4. PRESIDENT. The President shall be the chief executive officer of
the Trust and, subject to the Trustees, shall have general supervision over the
business and policies of the Trust. When present, he shall preside at all
meetings of the shareholders and the Trustees, and he may, subject to the
approval of the Trustees, appoint a Trustee to preside at such meetings in his
absence. The President shall perform such duties additional to all of the
foregoing as the Trustees may from time to time designate.

SECTION 5. TREASURER. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as Custodian in accordance with Article IX of the
Declaration of Trust. He shall have the custody of the seal of the Trust. He
shall make annual reports in writing of the business conditions of the Trust,
which reports shall be preserved upon its records, and he shall furnish such
other reports regarding the business and conditions as the Trustees may from
time to time require. The Treasurer shall perform such duties additional to the
foregoing as the Trustees may from time to time designate.

SECTION 6. SECRETARY. The Secretary shall record in books kept for the
purpose all votes and proceedings of the Trustees and the shareholders at their
respective meetings.

The Secretary shall perform such duties additional to the foregoing as
the Trustees may from time to time designate.

SECTION 7. VICE PRESIDENT. Each Vice President of the Trust shall perform
such duties as the Trustees may from time to time designate.

SECTION 8. ASSISTANT TREASURER. The Assistant Treasurer of the Trust shall
perform such duties as the Trustees may from time to time designate.

ARTICLE III

SHAREHOLDERS' MEETINGS

SECTION 1. SPECIAL MEETINGS. A special meeting of the shareholders shall be
called by the Secretary whenever ordered by the Trustees or requested in writing
by the holder or holders of at least one-tenth of the outstanding shares
entitled to vote. If the

- 2 -

<PAGE>

Secretary, when so ordered or requested, refuses or neglects for more than two
days to call such special meeting, the Trustees or the shareholders so
requesting may, in the name of the Secretary, call the meeting by giving notice
thereof in the manner required when notice is given by the Secretary.

SECTION 2. NOTICES. Except as above provided, notices of any special
meeting of the shareholders shall be given by the Secretary by delivering or
mailing, postage prepaid, to each shareholder entitled to vote at said meeting,
a written or printed notification of such meeting, at least fifteen days before
the meeting, to such address as may be registered with the Trust by the
shareholder.

SECTION 3. PLACE OF MEETING. All special meetings of the shareholders shall
be held at the principal place of business of the Trust or at such other place
in the United States as the Trustees may designate.

ARTICLE IV

TRUSTEES' MEETINGS

SECTION 1. SPECIAL MEETINGS. Special meetings of the Trustees shall be
called by the Secretary at the written request of the President, the Treasurer,
or any two Trustees, and if the Secretary when so requested refuses or fails for
more than twenty-four hours to call such meeting, the President, the Treasurer,
or such two Trustees, may in the name of the Secretary call such meeting by
giving due notice in the manner required when notice is given by the Secretary.

SECTION 2. REGULAR MEETING. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may from
time to time determine, provided that any Trustee who is absent when such
determination is made shall be given notice of the determination.

SECTION 3. QUORUM. A majority of the Trustees shall constitute a quorum for
the transaction of business.

SECTION 4. NOTICE. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the Secretary to each Trustee, by
mailing to him, postage prepaid, addressed to him at his address as registered
on the books of the Trust or, if not so registered, at his last known address, a
written or printed notification of such meeting at least three days before the
meeting or by delivering such notice to him at least two days before the
meeting, or by sending to him at least 24 hours before the meeting, by prepaid
telegram, addressed to him at his said registered address, if any, or if he has
no such registered address, at his last known address, notice of such meeting.

- 3 -

<PAGE>

SECTION 5. PLACE OF MEETING. All special meetings of the Trustees shall be
held at the principal place of business of the Trust or such other place as the
person or persons requesting said meeting to be called may designate, but any
meeting may adjourn to any other place.

SECTION 6. SPECIAL ACTION. When all the Trustees shall be present at any
meeting, however called, or wherever held, or shall assent to the holding of the
meeting without notice, or after the meeting shall sign a written assent thereto
on the record of such meeting, the acts of such meeting shall be valid as if
such meeting had been regularly held.

SECTION 7. ACTION BY CONSENT. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees and
filed with the records of the Trustees meetings, or by telephone consent
provided a quorum of Trustees participate in any such telephone meeting. Such
consent shall be treated as a vote of the Trustees for all purposes.

ARTICLE V

SHARES OF BENEFICIAL INTEREST

SECTION 1. BENEFICIAL INTEREST. The beneficial interest in the Trust shall
at all times be divided into an unlimited number of transferable shares without
par value, each of which shall represent an equal proportionate interest in the
class or series with each other share of the class or series outstanding, none
having priority or preference over another.

SECTION 2. TRANSFER OF STOCK. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only by transfer recorded
on the books of the Trust, in person or by attorney.

SECTION 3. EQUITABLE INTEREST NOT RECOGNIZED. The Trust shall be entitled
to treat the holder of record of any share or shares of beneficial interest as
the holder in fact thereof, and shall not be bound to recognize any equitable or
other claim or interest in such share or shares on the part of any other person
except as may be otherwise expressly provided by law.

ARTICLE VI

INSPECTION OF BOOKS

The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and regulations
the accounts and books of the Trust or any of them shall be open to the
inspection of the shareholders;

- 4 -

<PAGE>

and no shareholder shall have any right to inspect any account or book or
document of the Trust except as conferred by law or otherwise by the Trustees or
by resolution of the shareholders.

ARTICLES VII

CUSTODIAN

SECTION 1. CONTRACT WITH CUSTODIAN. The Custodian employed by the Trust
pursuant to Article IX of the Declaration of Trust shall be required to enter
into a contract with the Trust which shall contain in substance the following
provisions:

(a) The Trust will cause all securities and funds owned by the Trust to be
delivered or paid to the Custodian.

(b) The Custodian will receive and receipt for any moneys due to the Trust
and deposit the same in its own banking department and in such other
banking institutions, if any, as the Custodian and the Trustees may
approve. The Custodian shall have the sole power to draw upon any
such account.

(1) Upon the sale of such securities for the account of the Trust and
receipt of payment therefore;

(2) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that in any such case, the cash is to be delivered to the
Custodian;

(3) To the issuer thereof or its agent for transfer into the name of
the Trust, the Custodian or a nominee of either, or for exchange
for a different number of bonds or certificates representing the
same aggregate face amount or number of units; provided that in
any such case the new securities are to be delivered to the
Custodian;

(4) To the broker selling the same for examination, in accord with
the "street delivery" custom;

(5) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities or pursuant to
provisions of any deposit agreement; provided that,

- 5 -

<PAGE>

in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

(6) In the case of warrants, rights, or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities;

(7) To any pledge by way of pledge or hypothecation to secure any
loan, but openly within the limits permitted to the Trust by
Article V, Section 1(p) of the Declaration of Trust.

(8) For deposit in a system for the central handling of securities in
accordance with the provisions of Article IX, Section 2 of the
Declaration of Trust.

(d) The Custodian shall pay out monies of the Trust only upon the purchase
of securities for the account of the Trust and the delivery in due
course of such securities to the Custodian, or in connection with the
conversion, exchange or surrender of securities owned by the Trust as
set forth in (c), or for the repurchase of shares issued by the Trust
or for the making of any disbursements authorized by the Trustees
pursuant to the Declaration of Trust or these By-Laws, or for the
payment of any expense or liability incurred by the Trust; provided
that, in every case where payment is made by the Custodian in advance
of receipt of the securities purchased, the Custodian shall be
absolutely liable to the Trust for such securities to the same extent
as if the securities had been received by the Custodian.

(e) The Custodian shall make deliveries of securities and payments of cash
only upon written instructions signed or initialled by such officer or
officers or other agent or agents of the Trust as may be authorized to
sign or initial such instruction by resolution of the Trustees; it
being understood that the Trustees may from time to time authorize a
different person or persons to sign or initial instructions for
different purposes.

SECTION 2. OTHER PROVISION. The contract between the Trust and the
Custodian may contain any such other provisions not inconsistent with the
provisions of Article IX of the Declaration of Trust or with these By-Laws as
the Trustees may approve.

SECTION 3. TERMINATION OF CONTRACT WITH CUSTODIAN. Upon termination of the
contract or inability of the Custodian to

- 6 -

<PAGE>

continue to serve, the Custodian shall, upon written notice of appointment of
another bank or trust company as custodian, deliver and pay over to such
successor custodian all securities and moneys held by it for account of the
Trust. In such case, the Trustees shall promptly appoint a successor custodian,
but in the event that no successor custodian can be found having the required
qualifications and willing to serve, it shall be the duty of the Trustees to
call as promptly as possible a special meeting of the shareholders to determine
whether the Trust shall function without a custodian or shall be liquidated. If
so directed by vote of the holders of a majority of the outstanding shares, the
Custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.

SECTION 4. AGGREGATE CAPITAL REQUIREMENT. Such contract may also provide
that, pending appointment of a successor custodian or a vote of the shareholders
specifying some other disposition of the funds and property, the Custodian shall
not deliver funds and property of the Trust to the Trust, but may deliver them
to a bank or trust company doing business in New York, New York, of its own
selection having an aggregate capital, surplus and undivided profits, as shown
by its last published report, of not less than $2,000,000, as the property of
the Trust to be held under terms similar to those on which they were held by the
retiring custodian.

SECTION 5. SUBCUSTODIANS. Any sub-custodian employed by the Custodian
pursuant to authorization to do so granted by the Trust pursuant to Article IX
of the Declaration of Trust shall be required to enter into a contract with the
Custodian containing in substance the same provisions as those described in
paragraphs (a) through (e) above, except that any contract with a sub-custodian
performing its duties outside the United States and its territories and
possessions, may omit or limit any of such conditions, provided that, any such
omission or limitation shall be expressly approved by a majority of the Trustees
of the Trust.

ARTICLE VIII

SEAL

The seal of the Trust shall be circular in form bearing the
inscription:

"FIRST INVESTORS U.S. GOVERNMENT PLUS FUND"

- 7 -

<PAGE>

ARTICLE IX

FISCAL YEAR

The fiscal year of the Trust shall be the calendar year. However, the
Trustees may adopt such other fiscal year as they may approve pursuant to these
By-Laws.

ARTICLE X

LIMITATIONS ON INVESTMENTS

SECTION 1. With respect to 75% of the Trust's total assets, the Trust shall
not purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a
result, (a) more than 5% of the Trust's total assets would be invested in the
securities of that issuer, or (b) the Trust would hold more than 10% of the
outstanding voting securities of that issuer.

SECTION 2. The Trust shall not purchase securities of any issuer if such
purchase at the time thereof would cause more than 5% of the total assets of the
Trust to be invested in securities of companies which have a record of less than
three years' continuous operation, including in such three years the operation
of any predecessor company or companies, partnership or individual enterprise if
the company whose securities are to be purchased by the Trust had come into
existence as a result of a merger, consolidation, reorganization or the purchase
of substantially all of the assets of such predecessor company or companies,
partnership or individual enterprise.

SECTION 3. The Trust shall neither purchase for nor retain in its portfolio
securities issued by an issuer any of whose officers, directors or security-
holders is an officer or director, or Trustee of the Trust or of its investment
advisor if or so long as the officers, directors and Trustees of the Trust and
of its investment advisor, together, own beneficially more than (5%) of any
class of the securities of such issuer.

ARTICLE XI

AMENDMENTS

These By-Laws may be amended at any meeting of the Trustees of the
Trust by a majority vote; provided, however, that any amendment which changes or
affects the provisions of Article VII, Article X, or Article XII (other than
changes which add further provisions not inconsistent with the terms thereof)
shall be approved by vote of a majority of the outstanding shares of the Trust
entitled to vote.

- 8 -

<PAGE>

ARTICLE XII

UNDERWRITING ARRANGEMENTS

Any contract entered into for the sale of shares of the Trust pursuant to
Article VII, Section 2 of the Declaration of Trust shall require the other party
thereto (hereinafter called the "Underwriter") whether acting as principal or as
agent to use all reasonable efforts, consistent with the other business of the
underwriter, to secure purchasers for the shares of the Trust. Such contract
shall require the underwriter to bear all expenses (a) of printing and
distributing any Prospectus or reports prepared for its use in connection with
the offering of the shares of the Trust for sale to the public, other than the
expenses of preparing, setting up in type, printing and distributing (i)
Prospectuses used in connection with the registration and qualification of
shares under the Securities Act of 1933 or various state laws, (ii) any report
or other communication to shareholders of the Trust in their capacity as such
and (iii) Prospectuses sent to existing shareholders, (b) of any other
literature used by it in connection with such offering, and (c) advertising in
connection with such offering.

ARTICLE XIII

REPORTS TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust including financial
statements which shall at least annually be certified by independent public
accountants.

- 9 -

<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
INVESTMENT ADVISORY AGREEMENT

This Agreement is made as of June 13, 1994, by and between FIRST INVESTORS
U.S. GOVERNMENT PLUS FUND, a Massachusetts business trust ("Company"), and FIRST
INVESTORS MANAGEMENT COMPANY, INC., a New York corporation ("Manager").

WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end, diversified management investment
company consisting of one or more separate series of shares ("Series"), each
having its own assets and investment policies; and

WHEREAS, the Manager is an investment adviser under the Investment Advisers
Act of 1940, as amended; and

WHEREAS, the Company desires to retain the Manager as investment adviser to
furnish investment advisory and portfolio management services to each Series of
the Company as now exists and to each such other Series of the Company
hereinafter established as agreed to from time to time by the parties hereto
(hereinafter, "Series" shall refer to each Series of the Company which is
subject to this Agreement), and the Manager is willing to furnish such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. APPOINTMENT. The Company hereby appoints the Manager as investment
adviser of the Company and each Series listed on Schedule A of this Agreement
(as such Schedule may be amended from time to time) for the period and on the
terms set forth in this Agreement. The Manager accepts such appointment and
agrees to render the services herein set forth for compensation as set forth on
Schedule A. In the performance of its duties, the Manager will act in the best
interests of the Company and the Series and will comply with (a) applicable laws
and regulations, including, but not limited to, the 1940 Act, (b) the terms of
this Agreement, (c) the Company's Declaration of Trust, By-Laws and currently
effective registration statement under the Securities Act of 1933, as amended,
and the 1940 Act, and any amendments thereto, (d) relevant undertakings to state
securities regulators which also have been provided to the Manager, (e) the
stated investment objective(s), policies and restrictions of each applicable
Series, and (f) such other guidelines as the Company's Board of Trustees
("Board") reasonably may establish.

2. DUTIES OF THE MANAGER.

(a) INVESTMENT PROGRAM. Subject to supervision by the Board, the
Manager will provide a continuous investment program for each Series and shall
determine what securities and other investments will be purchased, retained or
sold by each Series.

<PAGE>

The Manager will exercise full discretion and act for each Series in the same
manner and with the same force and effect as such Series itself might or could
do with respect to purchases, sales, or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.

(b) OTHER MANAGEMENT SERVICES. The Manager agrees to conduct the
business and details of the operation of the Series as shall be agreed to from
time to time by the parties hereto; provided, however, that the Manager shall
not act as custodian for Series assets. The Manager also agrees, at its own
cost, to provide the Series with certain executive, administrative and clerical
personnel and to provide the Series with office facilities and supplies.

(c) EXECUTION OF TRANSACTIONS. The Manager will place orders
pursuant to its investment determinations for each Series either directly with
the issuer or through any brokers or dealers. In the selection of brokers or
dealers and the placement of orders for the purchase and sale of portfolio
investments for each Series, the Manager shall use its best efforts to obtain
for each Series the most favorable price and execution available, except to the
extent that it may be permitted to pay higher brokerage commissions for
brokerage or research services as described below. In using its best efforts to
obtain the most favorable price and execution available, the Manager, bearing in
mind each Series' best interests at all times, shall consider all factors it
deems relevant, including by way of illustration, price, the size of the
transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker or dealer in
other transactions. Subject to such policies as the Board may determine, the
Manager shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having
caused a Series to pay a broker that provides brokerage or research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker would have
charged for effecting that transaction if the Manager determines in good faith
that such amount of commission is reasonable in relation to the value of the
brokerage or research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Manager's overall
responsibilities with respect to such Series and to other clients of the Manager
as to which the Manager exercises investment discretion.

(d) REPORTS TO THE BOARD. Upon request, the Manager will provide the
Board with economic and investment analyses and reports and make available to
the Board any economic, statistical and investment services normally available
to institutional or other customers of the Manager.

<PAGE>

(e) DELEGATION OF AUTHORITY. Any of the foregoing duties specified
in this paragraph 2 with respect to one or more Series may be delegated by the
Manager, at the Manager's expense, to an appropriate party, subject to such
approval by the Board and shareholders of the applicable Series as may be
required by the 1940 Act. The Manager shall oversee the performance of
delegated duties by any such other party and shall furnish the Board with
periodic reports concerning the performance of delegated responsibilities by
such party.

3. SERVICES NOT EXCLUSIVE. The services furnished by the Manager
hereunder are not to be deemed exclusive and the Manager shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Manager, who may also be a
Trustee, officer or employee of the Company, to engage in any other business or
to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.

4. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Manager hereby agrees that all records which it
maintains for the Company are the property of the Company and further agrees to
surrender promptly to the Company any of such records upon the Company's
request. The Manager further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-
1 under the 1940 Act.

5. EXPENSES.

(a) EXPENSES OF THE COMPANY. During the term of this Agreement, each
Series will bear all expenses not specifically assumed by the Manager incurred
in its operations and the offering of its shares. Expenses borne by each Series
will include, but not be limited to, the following (or each Series'
proportionate share of the following): brokerage commissions relating to
securities purchased or sold by the Series or any losses incurred in connection
therewith; fees payable to and expenses incurred on behalf of the Series by the
Manager; expenses of organizing the Series; filing fees and expenses relating to
the registration and qualification of the Series' shares under federal or state
securities laws and maintaining such registrations and qualifications;
distribution fees; fees and salaries payable to the members of the Board and
officers who are not officers or employees of the Manager; taxes (including any
income or franchise taxes) and governmental fees; costs of any liability,
uncollectible items of deposit and other insurance or fidelity bonds; any costs,
expenses or losses arising out of any liability of or claim for damage or other
relief asserted against the Company or Series for violation of any law; legal,
accounting and auditing expenses, including legal fees of special counsel for
the independent trustees; charges of custodians, transfer agents and other
agents; costs of preparing

<PAGE>

share certificates; expenses of setting in type and printing prospectuses and
supplements thereto for existing shareholders, reports and statements to
shareholders and proxy materials; any extraordinary expenses (including fees and
disbursements of counsel) incurred by the Company or Series; and fees and other
expenses incurred in connection with membership in investment company
organizations.

(b) FEE WAIVERS AND REIMBURSEMENTS. If the expenses borne by a
Series in any fiscal year exceed the applicable expense limitations imposed by
the securities regulations of any state in which shares are registered or
qualified for sale to the public, the Manager will waive its fee or reimburse
such Series for any excess up to the amount of the fee payable to it during that
fiscal year pursuant to paragraph 6 hereof.

6. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement with respect to each Series, the Company will pay the
Manager, effective from the date of this Agreement, a fee which is computed
daily and paid monthly from each Series' assets at the annual rates as
percentages of that Series' average daily net assets as set forth in the
attached Schedule A, which Schedule can be modified from time to time to reflect
changes in annual rates or the addition or deletion of a Series from the terms
of this Agreement, subject to appropriate approvals required by the 1940 Act.
If this Agreement becomes effective or terminates with respect to any Series
before the end of any month, the fee for the period from the effective date to
the end of the month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the proportion
that such period bears to the full month in which such effectiveness or
termination occurs.

7. LIMITATION OF LIABILITY OF THE MANAGER. The Manager shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Company or any Series in connection with the matters to which this Agreement
relate except a loss resulting from the willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement. Any person,
even though also an officer, partner, employee, or agent of the Manager, who may
be or become an officer, Board member, employee or agent of the Company shall be
deemed, when rendering services to the Company or acting in any business of the
Company, to be rendering such services to or acting solely for the Company and
not as an officer, partner, employee, or agent or one under the control or
direction of the Manager even though paid by it.

8. DURATION AND TERMINATION.

(a) EFFECTIVENESS. This Agreement shall become effective upon the
date hereinabove written, provided that, with respect to a Series, this
Agreement shall not take effect unless it has first been approved (i) by a vote
of a majority of those members of the

<PAGE>

Board who are not parties to this Agreement or interested persons of any such
party ("Independent Board Members") cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by an affirmative vote of a
majority of the outstanding voting securities of such Series.

(b) RENEWAL. Unless sooner terminated as provided herein, this
Agreement shall continue in effect for two years from the above written date.
Thereafter, if not terminated, this Agreement shall continue automatically for
successive periods of twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Independent Board Members cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by the Board or, with respect to any given
Series, by an affirmative vote of a majority of the outstanding voting
securities of such Series.

(c) TERMINATION. Notwithstanding the foregoing, with respect to any
Series, this Agreement may be terminated at any time by vote of the Board or by
vote of a majority of the outstanding voting securities of such Series on 60
days' written notice delivered or mailed by registered mail, postage prepaid, to
the Manager. The Manager may at any time terminate this Agreement on 60 days'
written notice delivered or mailed by registered mail, postage prepaid, to the
Company. This Agreement automatically and immediately will terminate in the
event of its assignment. Termination of this Agreement pursuant to this
paragraph 8 shall be without the payment of any penalty. Termination of this
Agreement with respect to a given Series shall not affect the continued validity
of this Agreement or the performance thereunder with respect to any other
Series.

9. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no material amendment of this Agreement
as to a given Series shall be effective until approved by vote of the holders of
a majority of the outstanding voting securities of such Series.

10. NAME OF COMPANY. The Company or any Series may use the name "First
Investors" only for so long as this Agreement or any extension, renewal or
amendment hereof remains in effect, including any similar agreement with any
organization which shall have succeeded to the business of the Manager. At such
time as such an agreement shall no longer be in effect, the Company and each
Series will (to the extent that it lawfully can) cease to use any name derived
from First Investors Management Company, Inc. or any successor organization.

11. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws principles thereof, and in accordance with the 1940 Act. To the extent
that the applicable

<PAGE>

laws of the State of New York conflict with the applicable provisions of the
1940 Act, the latter shall control.

12. DEFINITIONS. As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested person," and "assignment" shall have
the same meanings as such terms have in the 1940 Act.

13. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors.

14. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

15. MASSACHUSETTS BUSINESS TRUST. The Manager hereby acknowledges that,
although this Agreement is executed by an officer and/or trustee of the Company,
the obligations of this Agreement are not binding upon any of them individually
or upon the Company's shareholders individually; rather, these obligations are
binding only upon the assets and property of the Company.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

FIRST INVESTORS U.S. GOVERNMENT
Attest: PLUS FUND

/s/C. Durso By: /s/Glenn O. Head
- ------------------------- ------------------------------------
C. Durso, Secretary Glenn O. Head, President

FIRST INVESTORS MANAGEMENT
Attest: COMPANY, INC.

/s/Carol R. Lerner By: /s/Kathryn S. Head
- ------------------------- ------------------------------------
Carol R. Lerner, Secretary Kathryn S. Head, President

<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
INVESTMENT ADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 6 of this First Investors U.S.
Government Plus Fund Investment Advisory Agreement shall be calculated in
accordance with the following schedule:

FIRST SERIES
SECOND SERIES
THIRD SERIES

Advisory Fee as %
Average Daily of Average Daily
Net Assets Net Assets
------------------ ------------------
Up to $200 million 1.00%
In excess of $200 million to $500 million 0.75%
In excess of $500 million to $750 million 0.72%
In excess of $750 million to $1.0 billion 0.69%
Over $1.0 billion 0.66%

Dated: June 13, 1994

<PAGE>

Consent of Independent Certified Public Accountants

First Investors U.S. Government Plus Fund
95 Wall Street
New York, New York 10005

We consent to the use in Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A (File No. 2-94932) of our report dated
January 31, 1995 relating to the December 31, 1994 financial statements of First
Investors U.S. Government Plus Fund, which are included in said Registration
Statement.

/s/ Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 11, 1995

<PAGE>

First Investors U.S. Government Plus Fund

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officer and/or trustee
of First Investors U.S. Government Plus Fund hereby appoints Larry R. Lavoie or
Glenn O. Head, and each of them, his true and lawful attorney to execute in his
name, place and stead and on his behalf a Registration Statement on Form N-1A
for the registration pursuant to the Securities Act of 1933 and the Investment
Company Act of 1940 of shares of beneficial interest of said Massachusetts
business trust, and any and all amendments to said Registration Statement
(including post-effective amendments), and all instruments necessary or
incidental in connection therewith and to file the same with the Securities and
Exchange Commission. Said attorney shall have full power and authority to do
and perform in the name and on behalf of the undersigned every act whatsoever
requisite or desirable to be done in the premises, as fully and to all intents
and purposes as the undersigned might or could do, the undersigned hereby
ratifying and approving all such acts of said attorney.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 19th
day of January, 1995.

/s/James M. Srygley
---------------------------------
James M. Srygley

<PAGE>
<ARTICLE> 6
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<NAME> FIRST INVESTORS GOVERNMENT PLUS FUND
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<MULTIPLIER> 1000

<S> <C>
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<FISCAL-YEAR-END> DEC-31-1994
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<NET-CHANGE-FROM-OPS> (181)
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<DISTRIBUTIONS-OF-INCOME> 83
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<NET-CHANGE-IN-ASSETS> (402)
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<PER-SHARE-NAV-BEGIN> 12.35
<PER-SHARE-NII> .69
<PER-SHARE-GAIN-APPREC> (2.035)
<PER-SHARE-DIVIDEND> .690
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<RETURNS-OF-CAPITAL> .001
<PER-SHARE-NAV-END> 9.83
<EXPENSE-RATIO> 1.6
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000759696
<NAME> FIRST INVESTORS GOVERNMENT PLUS FUND
<SERIES>
<NUMBER> 2
<NAME> 2ND SERIES
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-1-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 2305
<INVESTMENTS-AT-VALUE> 2362
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<PAID-IN-CAPITAL-COMMON> 2534
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<OVERDISTRIBUTION-GAINS> 0
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<REALIZED-GAINS-CURRENT> 25
<APPREC-INCREASE-CURRENT> (350)
<NET-CHANGE-FROM-OPS> (187)
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<DISTRIBUTIONS-OF-INCOME> (138)
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-REDEEMED> 19
<SHARES-REINVESTED> 13
<NET-CHANGE-IN-ASSETS> (397)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (256)
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<PER-SHARE-NAV-BEGIN> 12.05
<PER-SHARE-NII> .66
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<PAGE>
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<NAME> FIRST INVESTORS GOVERNMENT PLUS FUND
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