FIRST INVESTORS U S GOVERNMENT PLUS FUND, 485BPOS, 1999-04-29

FIRST INVESTORS U S GOVERNMENT PLUS FUND
485BPOS, 1999-04-29

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As filed with the Securities and Exchange Commission on April 29, 1999
1933 Act File No. 2-94932
1940 Act File No. 811-4181

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 17 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 17 [X]

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

95 Wall Street
New York, New York 10005
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code): (212) 858-8000

Ms. Concetta Durso
Secretary and Vice President
First Investors Series Fund
95 Wall Street
New York, New York 10005
(Name and Address of Agent for Service)

Copy to:
Robert J. Zutz, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Washington, D.C. 20036

It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on April 30, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

CONTENTS OF REGISTRATION STATEMENT

This registration document is comprised of the following:

Cover Sheet

Contents of Registration Statement

Prospectus for the First Investors U.S. Government Plus Fund

Statement of Additional Information for the First Investors
U.S. Government Plus Fund

Part C of Form N-1A

Signature Page

Exhibits

<PAGE>

[GRAPHIC OMITTED]

U.S. GOVERNMENT PLUS FUND
1ST FUND
2ND FUND

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

THE DATE OF THIS PROSPECTUS IS APRIL 30, 1999.

<PAGE>

CONTENTS

INTRODUCTION...................................................................3

FUND DESCRIPTIONS

1st Fund.................................................................4
2nd Fund.................................................................9

FUND MANAGEMENT...............................................................13

BUYING AND SELLING SHARES

How and when do the Funds price their shares?...........................13
How do I buy shares?....................................................13
How do I sell shares?...................................................13

ACCOUNT POLICIES

What about dividends and capital gain distributions?....................14
What about taxes?.......................................................14

FINANCIAL HIGHLIGHTS

1st Fund................................................................16
2nd Fund................................................................16

2
<PAGE>

INTRODUCTION

This prospectus describes the two First Investors Funds that invest primarily in
zero coupon securities. Each individual Fund description in this prospectus has
an "Overview" which provides a brief explanation of the Fund's objectives, its
primary strategies and primary risks, how it has performed, and its fees and
expenses. To help you decide whether the Funds may be right for you, we have
included in each Overview a section offering examples of who should consider
buying the Fund. Each Fund description also contains a "Fund in Detail" section
with more information on strategies and risks of the Funds.

The maturity dates of the 1st and 2nd Funds will be December 31 of the years
2004 and 1999, respectively. As each Fund matures, shareholders will be notified
in advance concerning the timing of the Fund's liquidation, distribution of
proceeds, and rights (if any) to exchange proceeds into other First Investors
funds without sales charge. The Funds have terminated offering their shares. No
new shares of the Funds will be issued, except in connection with reinvestment
of dividends and capital gain distributions. Because each existing Fund 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 Fund's shares prior to the maturity date will raise the
remaining shareholders' pro rata share of expenses for the Fund.

Neither of the Funds in this prospectus pursues a strategy of allocating its
assets among stocks, bonds, and money market instruments. For most investors, a
complete program should include each of these asset classes. Stocks have
historically outperformed other categories of investments over long periods of
time and are therefore considered an important part of a diversified investment
portfolio. There have been extended periods, however, during which bonds and
money market instruments have outperformed stocks. By allocating your assets
among different types of funds, you can reduce the overall risk of your
portfolio and benefit when bonds and money market instruments outperform stocks.
Of course, even a diversified investment program can result in loss.

3
<PAGE>

FUND DESCRIPTIONS

1st FUND

OVERVIEW

OBJECTIVES: The 1st Fund seeks first to generate income and, to a lesser
extent, achieve long-term capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES: The Fund primarily invests in non-callable zero coupon bonds
issued or guaranteed by the U.S. government, its agencies or
instrumentalities that mature on or around the maturity date of
the Fund (December 31, 2004). A small portion of the Fund's
assets are invested opportunistically in equity securities of
companies with small market capitalizations ("small-cap stocks"),
which have the potential for substantial long-term growth. The
Fund looks for companies that are in the early stages of their
development, have a new product or service, are in a position to
benefit from some change in the economy, have new management, or
are experiencing some other "special situation" which makes their
stocks undervalued. The Fund generally follows a buy and hold
strategy, but may sell an investment when the Fund needs cash to
meet redemptions.

PRIMARY
RISKS: The main risk of investing in the Fund is interest rate risk. The
zero coupon bonds held by the Fund are sensitive to changes in
interest rates. When interest rates rise, they tend to decline in
price, and when interest rates fall, they tend to increase in
price. Zero coupon bonds are more interest rate sensitive than
other bonds because zero coupon bonds pay no interest to their
holders until their maturities. This means that the market prices
of zero coupon bonds will fluctuate far more than those of bonds
of the same maturities that pay interest periodically. To a
lesser degree, an investment in the Fund is subject to stock
market risk due to its holdings of small-cap stocks. Small-cap
stocks carry more risk than larger-cap stocks because they are
often in the early stages of development, dependent on a small
number of products or services, lack substantial financial
resources, and have less predictable earnings. Small-cap stocks
also tend to be less liquid, and experience sharper price
fluctuations than stocks of companies with large capitalizations.
Accordingly, the value of an investment in the Fund will go up
and down, which means that you could lose money.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY

How has the 1st Fund performed?

The bar chart and table below show you how the Fund's performance has varied
from year to year and in comparison with a broad-based index. This information
gives you some indication of the risks of investing in the Fund.

The bar chart shows changes in the performance of the Fund's shares for each of
the past ten calendar years. The bar chart does not reflect sales charges that
you may pay upon purchase of Fund shares. If they were included, the returns
would be less than those shown.

4
<PAGE>

[BAR CHART OMITTED]

During the periods shown, the highest quarterly return was 15.64% (for the
quarter ended June 30, 1989), and the lowest quarterly return was -8.38% (for
the quarter ended March 31, 1990). THE FUND'S PAST PERFORMANCE DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

The following table shows how the average annual total returns for the Fund's
shares compare to those of the Lehman Brothers Intermediate Treasury Index
("Intermediate Index"). This table assumes that the maximum sales charge was
paid. The Intermediate Index is made up of all public obligations of the U.S.
Treasury with maturities of less than 10 years. The Intermediate Index does not
take into account fees and expenses that an investor would incur in holding the
securities in the index. If it did so, the returns would be lower than those
shown.

1 Year* 5 Years* 10 Years*

1st Fund 2.57% 4.65% 9.09%
Intermediate Index 8.62 6.45 8.33
* The annual returns are based upon calendar years.

5
<PAGE>

What are the fees and expenses of the 1st Fund ?

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

Maximum sales charge (load) imposed on purchases
(as a percentage of offering price).......... 8.00%
Maximum deferred sales charge (load)
(as a percentage of the lower of purchase
price or redemption price)................... None

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

TOTAL
ANNUAL FUND FEE WAIVER
MANAGEMENT OTHER OPERATING AND EXPENSE
FEES (1) EXPENSES(2) EXPENSES(3) ASSUMPTION(1),(2) NET EXPENSES(3)
- ------------ ----------- ----------- ----------------- ---------------

1.00% 0.96% 1.96% 0.86% 1.10%

(2) The Adviser has contractually agreed with the Fund to assume Other Expenses
in excess of 0.50% for a period of twelve months commencing on May 1, 1999.

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

EXAMPLE

This example helps you to compare the costs of investing in the Fund with the
cost of investing in other mutual funds. The example assumes that (1) you invest
$10,000 in the Fund for the time periods indicated; (2) your investment has a 5%
return each year; and (3) the Fund's operating expenses remain the same, except
in year one which is net of fees waived and expenses assumed. Although your
actual costs may be higher or lower, under these assumptions your costs would
be:

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------

$903 $1,289 $1,699 $2,839

THE FUND IN DETAIL

What are the 1st Fund 's objectives, principal investment strategies,
and risks?

OBJECTIVES: The Fund seeks first to generate income and, to a lesser extent,
achieve long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES: The Fund invests at least 65% of its total
assets in non-callable, zero coupon bonds issued or guaranteed by the U.S.
government, its agencies or instrumentalities that mature on or around the
maturity date of the Fund (December 31, 2004). Zero coupon securities are debt
obligations that do not entitle holders to any periodic payments of interest
prior to maturity and therefore are issued and traded at discounts from their
face values. The discounts from face values at which zero coupon securities are
purchased varies depending on the time remaining until maturity, prevailing

6
<PAGE>

interest rates, and the liquidity of the security. Because the discounts from
face values are known at the time of investment, investors intending to hold
zero coupon securities until maturity know the value of their investment return
at the time of investment assuming full payment is made by the issuer upon
maturity.

A small portion of the Fund's assets are invested opportunistically in equity
securities of companies with small market capitalizations, which have the
potential for substantial long-term growth. The Fund looks for companies that
are in the early stages of their development, have a new product or service, are
in a position to benefit from some change in the economy, have new management,
or are experiencing some other "special situation" which makes their stocks
undervalued. Because these companies tend to be smaller, their growth potential
is often greater.

Although the Fund generally follows a buy and hold strategy, the Fund may sell
an investment when it needs cash to meet redemptions. Information on the Fund's
recent strategies and holdings can be found in the most recent annual report
(see back cover).

PRINCIPAL RISKS: Any investment carries with it some level of risk. In
general, the greater the potential reward of an investment, the greater the
risk. Here are the principal risks of owning the 1st Fund :

INTEREST RATE RISK: The market value of a bond is affected by changes in
interest rates. When interest rates rise, the market value of a bond declines,
when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration. Duration is a
measurement of a bond's sensitivity to changes in interest rates that takes into
consideration not only the maturity of the bond but also the time value of money
that will be received from the bond over its life. Generally, the longer the
maturity and duration of a bond, the greater its sensitivity to interest rates.

The market prices of zero coupon securities are generally more volatile than the
market prices of securities paying interest periodically and, accordingly, will
fluctuate far more in response to changes in interest rates than those of
non-zero coupon securities having similar maturities and yields. As a result,
the net asset value of shares of the Fund may fluctuate over a greater range
than shares of other funds that invest in securities that have similar
maturities and yields but that make current distributions of interest.

MARKET RISK. Because this Fund invests in stocks, an investment in the Fund is
subject to stock market risk. Stock prices in general may decline over short or
even extended periods not only because of company-specific developments but also
due to an economic downturn, a change in interest rates, or a change in investor
sentiment, regardless of the success or failure of an individual company's
operations. Stock markets tend to run in cycles with periods when prices
generally go up, known as "bull" markets and periods when stock prices generally
go down, referred to as "bear" markets. The market risk associated with
small-cap stocks is greater than that associated with larger-cap stocks because
small-cap stocks tend to experience sharper price fluctuations than larger-cap
stocks, particularly during bear markets.

Small-cap companies are generally dependent on a small number of products or
services, their earnings are less predictable, and their share prices more
volatile. These companies are also more likely to have limited markets or
financial resources, and may depend on a small, inexperienced management group.

LIQUIDITY: Stocks of small-cap companies often are not as broadly traded as
those of larger-cap companies and are often subject to wider price fluctuations.
As a result, at times it may be difficult for the Fund to sell these securities
at a reasonable price.

YEAR 2000 RISKS: The values of securities owned by the Fund may be negatively
affected by Year 2000 problems. Many computer systems are not designed to
process correctly date-related information after January 1, 2000. The issuers of
securities held by the Fund may incur substantial costs in ensuring that
computer systems on which they rely are Year 2000 ready and may face business

7
<PAGE>

and legal problems if these systems are not ready. If computer systems used by
exchanges, broker-dealers, and other market participants are not Year 2000
ready, valuing and trading securities could be difficult. These problems could
have a negative effect on the Fund's investments and returns.

8
<PAGE>

2nd FUND

OVERVIEW

OBJECTIVES: The Fund seeks first to generate income and, to a lesser extent,
achieve long-term capital appreciation.

PRIMARY
INVESTMENT
STRATEGIES: The Fund primarily invests in non-callable zero coupon bonds
issued or guaranteed by the U.S. government, its agencies or
instrumentalities that mature on or around the maturity date of
the Fund (December 31, 1999). A small portion of the Fund's
assets are invested opportunistically in equity securities of
companies with small market capitalizations ("small-cap stocks"),
which have the potential for substantial long-term growth. The
Fund looks for companies that are in the early stages of their
development, have a new product or service, are in a position to
benefit from some change in the economy, have new management, or
are experiencing some other "special situation" which makes their
stocks undervalued. The Fund generally follows a buy and hold
strategy, but may sell an investment when it needs cash to meet
redemptions. Based on the current composition of the Fund's
portfolio, the Fund anticipates that its portfolio will be
entirely in cash or cash equivalents by November 15, 1999 and
that distributions to shareholders will be made by December 31,
1999.

How has the 2nd Fund performed?

9
<PAGE>

[BAR CHART OMITTED]

During the periods shown, the highest quarterly return was 12.85% (for the
quarter ended June 30, 1989), and the lowest quarterly return was -5.09% (for
the quarter ended March 31, 1990). THE FUND'S PAST PERFORMANCE DOES NOT
NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

1 Year* 5 Years* 10 Years*

2nd Fund (3.04)% 1.90% 6.86%
Intermediate Index 8.62 6.45 8.33
* The annual returns are based upon calendar years.

10
<PAGE>

What are the fees and expenses of the 2nd Fund?

This table describes the fees and expenses that an investor may pay if he or she
buys and holds shares of the Fund.

SHAREHOLDER FEES
(fees paid directly from your investment)

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund assets)

1.00% 1.00% 2.00% 0.90% 1.10%

(1) For the fiscal year ended December 31, 1998, the Adviser waived Management
Fees in excess of 0.60% for the Fund. The Adviser has contractually agreed
with the Fund to waive Management Fees in excess of 0.60% for a period of
twelve months commencing on May 1, 1999.
(2) The Adviser has contractually agreed with the Fund to assume Other Expenses
in excess of 0.50% for a period of twelve months commencing on May 1, 1999.
(3) The Fund has an expense offset arrangement that may reduce the Fund's
custodian fee based on the amount of cash maintained by the Fund with its
custodian. Any such fee reductions are not reflected under Total Annual Fund
Operating Expenses or Net Expenses.

EXAMPLE

ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------- ----------- ---------- ---------

$903 $1,297 $1,715 $2,874

THE FUND IN DETAIL

What are the 2nd Fund's objectives, principal Investment strategies, and risks?

OBJECTIVES: The Fund seeks first to generate income and, to a lesser extent,
achieve long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES: The Fund invests at least 65% of its total
assets in non-callable, zero coupon bonds issued or guaranteed by the U.S.
government, its agencies or instrumentalities that mature on or around the
maturity date of the Fund (December 31, 1999). Zero coupon securities are debt
obligations that do not entitle holders to any periodic payments of interest
prior to maturity and therefore are issued and traded at discounts from their
face values. The discounts from face values at which zero coupon securities are
purchased varies depending on the time remaining until maturity, prevailing
interest rates, and the liquidity of the security. Because the discounts from
face values are known at the time of investment, investors intending to hold

11
<PAGE>

zero coupon securities until maturity know the value of their investment return
at the time of investment assuming full payment is made by the issuer upon
maturity.

The Fund seeks zero coupon bonds that will mature shortly before the Fund's
maturity date. As the Fund's zero coupon bonds mature, the proceeds will be
invested in short term U.S. government securities. The Fund generally follows a
buy and hold strategy consistent with attempting to provide a predictable
compounded investment return for investors who hold their Fund shares until the
Fund's maturity. Based on the current composition of the Fund's portfolio, the
Fund anticipates that its portfolio will be entirely in cash or cash equivalents
by November 15, 1999 and that distributions to shareholders will be made by
December 31, 1999.

A small portion of the Fund's assets are invested in equity securities of
companies with small market capitalizations, which have the potential for
substantial long-term growth. The Fund looks for companies that are in the early
stages of their development, have a new product or service, are in a position to
benefit from some change in the economy, have new management, or are
experiencing some other "special situation" which makes their stocks
undervalued. Because these companies tend to be smaller, their growth potential
is often greater.

INTEREST RATE RISK: The market value of a bond is affected by changes in
interest rates. When interest rates rise, the market value of a bond declines;
when interest rates decline, the market value of a bond increases. The price
volatility of a bond also depends on its maturity and duration. Duration is a
measurement of a bond's sensitivity to changes in interest rates that takes into
consideration not only the maturity of the bond but also the time value of money
that will be received from the bond over its life. Generally, the longer the
maturity and duration of a bond, the greater its sensitivity to interest rates.

12
<PAGE>

exchanges, broker-dealers, and other market participants are not Year 2000
ready, valuing and trading securities could be difficult. These problems could
have a negative effect on the Fund's investments and returns.

FUND MANAGEMENT

First Investors Management Company, Inc. ("FIMCO") is the investment adviser to
the Fund. Its address is 95 Wall Street, New York, NY 10005. It currently is
investment adviser to 51 mutual funds or series of funds with total net assets
of approximately $5 billion. FIMCO supervises all aspects of the Funds'
operations and determines the Funds' portfolio transactions. For the fiscal year
ended December 31, 1998, FIMCO received advisory fees as follows: 0.60% of
average daily net assets, net of waiver, for the 1st Fund and 0.60% of average
daily net assets, net of waiver, for the 2nd Fund.

Patricia D. Poitra, Director of Equities, serves as Portfolio Manager of the
Funds. Ms. Poitra is also responsible for the management of certain other
First Investors Funds. Ms. Poitra joined FIMCO in 1985 as a Senior Equity
Analyst.

In addition to the investment risks of the Year 2000 which are discussed above,
the ability of FIMCO and its affiliates to price the Funds' shares, process
purchase and redemption orders, and render other services could be adversely
affected if the computers or other systems on which they rely are not properly
programmed to operate after January 1, 2000. Additionally, because the services
provided by FIMCO and its affiliates depend on the interaction of their computer
systems with the computer systems of brokers, information services and other
parties, any failure on the part of such third party computer systems to deal
with the Year 2000 may have a negative effect on the services provided to the
Funds. FIMCO and its affiliates are taking steps that they believe are
reasonably designed to address the Year 2000 problem for computer and other
systems used by them and are obtaining assurances that comparable steps are
being taken by the Funds' other service providers. However, there can be no
assurance that these steps will be sufficient to avoid any adverse impact on the
Funds. Nor can the Funds estimate the extent of any impact.

BUYING AND SELLING SHARES

How and when do the Funds price their shares?

The share price (which is called "net asset value" or "NAV" per share) for each
Fund is calculated once each day as of 4 p.m., Eastern Time ("ET"), on each day
the New York Stock Exchange ("NYSE") is open for regular trading. In the event
that the NYSE closes early, the share price will be determined as of the time of
the closing.

To calculate the NAV, each Fund's assets are valued and totaled, liabilities are
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding.

In valuing its assets, each Fund uses the market value of securities for which
market quotations or last sale prices are readily available. If there are no
readily available quotations or last sale prices for an investment or the
available quotations are considered to be unreliable, the securities will be
valued at their fair value as determined in good faith pursuant to procedures
adopted by the Board of Directors of the Funds.

How do I buy shares?

The Funds are not currently being sold, except to existing shareholders
through reinvestment of dividends or distributions from the Funds. Dividends
and distributions are reinvested at NAV.

How do I sell shares?

You may redeem your Fund shares on any day a Fund is open for business by:

. Contacting your Representative who will place a redemption order for
you;

. Sending a written redemption request to Administrative Data Management
Corp., ("ADM") at 581 Main Street, Woodbridge, NJ 07095-1198;

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<PAGE>

. Telephoning the Special Services Department of ADM at 1-800-342-6221 (if
you have elected to have telephone privileges); or

. Instructing us to make an electronic transfer to a predesignated bank
account (if you have completed an application authorizing such
transfers).

Your redemption request will be processed at the price next computed after we
receive the request in good order. For all requests, have your account number
available.

Payment of redemption proceeds generally will be made within 7 days. If you are
redeeming shares which you recently purchased by check, payment may be delayed
to verify that your check has cleared. This may take up to 15 days from the date
of your purchase. You may not redeem shares by telephone or Electronic Fund
Transfer unless you have owned the shares for at least 15 days.

If your account falls below the minimum account balance for any reason other
than market fluctuation, each Fund reserves the right to redeem your account
without your consent or to impose a low balance account fee of $15 annually on
60 days prior notice. Each Fund may also redeem your account or impose a low
balance account fee if you have established your account under a systematic
investment program and discontinue the program before you meet the minimum
account balance. You may avoid redemption or imposition of a fee by purchasing
additional Fund shares during this 60-day period to bring your account balance
to the required minimum.

Each Fund reserves the right to make in-kind redemptions. This means that it
could respond to a redemption request by distributing shares of the Fund's
underlying investments rather than distributing cash.

ACCOUNT POLICIES

What about dividends and capital gain distributions?

To the extent that they have net investment income, each Fund will declare and
pay dividends from net investment income on an annual basis. Each Fund will
declare and distribute any net realized capital gains, on an annual basis,
usually after the end of each Fund's fiscal year. Each Fund may make an
additional distribution in any year 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 Fund shares as of the close of business on the record date of the
distribution. You may choose to reinvest all dividends and other distributions
at NAV in additional shares of each Fund, or receive all dividends and other
distributions in cash. If you do not select an option when you open your
account, all dividends and other distributions will be reinvested in additional
shares of the Fund. If you do not cash a distribution check and do not notify
ADM to issue a new check within 12 months, the distribution may be reinvested in
a Fund. If any correspondence sent by a Fund is returned as "undeliverable,"
dividends and other distributions automatically will be reinvested in a Fund. No
interest will be paid to you while a distribution remains uninvested.

A dividend or other distribution paid on a class of shares will only be paid in
additional shares of the distributing class if the total amount of the
distribution is under $5 or a Fund has received notice of your death (until
written alternate payment instructions and other necessary documents are
provided by your legal representative).

What about taxes?

Any dividends or capital gain distributions paid by a Fund are taxable to you
unless you hold your shares in an individual retirement account ("IRA"), 403(b)
account, 401(k) account, or other tax- deferred account. Dividends (including
distributions of net short-term capital gains) are taxable to you as ordinary
income. Capital gain distributions (essentially, distributions of net long-term
capital gains) by a Fund are taxed to you as long-term capital gains, regardless
of how long you owned your Fund shares. You are taxed in the same manner whether
you receive your dividends and capital gain distributions in cash or reinvest
them in additional Fund shares. Your sale or exchange of Fund shares may be
considered a taxable event for you. Depending on the purchase price and the sale

14
<PAGE>

price of the shares you sell or exchange, you may have a gain or a loss on the
transaction. You are responsible for any tax liabilities generated by your
transactions.

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FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the financial performance of each Fund for the past five years.
Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rates that an
investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions). The
information has been audited by Tait, Weller & Baker, whose report, along with the Funds' financial statements, are included in the
SAI, which is available upon request.

- ------------------------------------------------------------------------------------------------------------
PER SHARE DATA
- ------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS FROM
--------------------------------- -----------------------

NET
REALIZED
AND
NET NET UNREALIZED NET NET
ASSET VALUE INVEST- GAIN (LOSS) TOTAL FROM INVEST- NET TOTAL ASSET VALUE
BEGINNING MENT ON INVEST- INVESTMENT MENT REALIZED CAPITAL DISTRI- END
OF YEAR INCOME MENTS OPERATIONS INCOME GAINS SURPLUS BUTIONS OF YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
1ST FUND
- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1/1/94-12/31/94 $12.35 $.690 $(2.035) $(1.345) $.690 $.484 $.001 $1.175 $9.83
1/1/95-12/31/95 9.83 .667 2.114 2.781 .667 .364 -- 1.031 11.58
1/1/96- 11.58 .648 (.863) (.215) .648 .347 -- .995 10.37
12/31/96
1/1/97- 10.37 .670 .274 .944 .670 .394 -- 1.064 10.25
12/31/97
1/1/98- 10.25 .723 .453 1.176 .723 .473 -- 1.196 10.23
12/31/98

2ND FUND
- --------
1/1/94- $12.05 $.660 $(1.484) $(.824) $.660 $ -- $.006 $ .666 $10.56
12/31/94
1/1/95- 10.56 .646 .970 1.616 .646 -- -- .646 11.53
12/31/95
1/1/96- 11.53 .675 (.560) .115 .675 -- -- .675 10.97
12/31/96
1/1/97- 10.97 .700 (.210) .490 .700 -- -- .700 10.76
12/31/97
1/1/98- 10.76 .733 (.149) .584 .734 -- -- .734 10.61
12/31/98

+ Calculated without sales charge.
++ Net of expenses waived or assumed.

</TABLE>

16
<PAGE>
<TABLE>
<CAPTION>

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

RATIO TO AVERAGE NET
ASSETS BEFORE EXPENSES
RATIO TO AVERAGE NET ASSETS++ WAIVED OR ASSUMED
----------------------------- ---------------------

NET ASSETS NET PORTFOLIO
TOTAL END OF INVESTMENT INVESTMENT TURNOVER
RETURN+ YEAR (IN EXPENSES INCOME EXPENSES INCOME RATE
(%) THOUSANDS) (%) (%) (%) (%) (%)
- -------------------------------------------------------------------------------------------------------------
1ST FUND
- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1/1/94-
12/31/94 (10.90) $1.330 1.60 5.73 1.78 5.55 8
1/1/95-
12/31/95 28.29 1,524 1.60 5.60 1.87 5.33 7
1/1/96- (1.86) 1,359 1.60 5.70 1.98 5.32 7
12/31/96
1/1/97- 9.10 1,282 1.37 6.11 1.93 5.55 0
12/31/97
1/1/98- 11.47 1,235 1.10 6.35 1.93 5.52 1
12/31/98

2ND FUND
- --------
1/1/94- (6.89) $2,360 1.78 5.48 -- -- 8
12/31/94
1/1/95- 15.30 2,475 1.93 5.35 -- -- 7
12/31/95
1/1/96- 1.00 2,168 1.85 5.50 -- -- 8
12/31/96
1/1/97- 4.47 1,965 1.56 5.93 1.92 5.57 1
12/31/97
1/1/98- 5.43 1,765 1.10 6.25 1.96 5.39 1
12/31/98
</TABLE>

17
<PAGE>

[GRAPHIC OMITTED]

For investors who want more information about the Funds, the following documents
are available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS: Additional information about each Fund's investments
is available in the Funds' annual and semi-annual reports to shareholders. In
the Funds' annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected each Fund's performance
during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION (SAI): The SAI provides more detailed
information about the Funds and is incorporated by reference into this
prospectus.

You can get free copies of reports, and the SAI, request other information and
discuss your questions about the Funds by contacting the Funds at:

Administrative Data Management Corp.
581 Main Street
Woodbridge, NJ 07095-1198
Telephone: 1-800-423-4026

You can review and copy information about the Funds (including the Funds'
reports and SAI) at the Public Reference Room of the Securities and Exchange
Commission ("SEC") in Washington, D.C. You can also send your request for copies
and a duplicating fee to the Public Reference Room of the SEC, Washington, DC
20549-6009. You can obtain information on the operation of the Public Reference
Room by calling 1-800-SEC-0330. Text-only versions of Fund documents can be
viewed online or downloaded from the SEC's Internet website at
http://www.sec.gov.

(Investment Company Act File
No. 811-4181 First Investors
U.S. Government Plus Fund)
<PAGE>

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

STATEMENT OF ADDITIONAL INFORMATION
DATED APRIL 30, 1999

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

First Investors U.S. Government Plus Fund ("Government Plus Fund") is an
open-end diversified management investment company consisting of two separate
series, the 1st Fund and the 2nd Fund (each a "Fund" and, collectively, the
"Funds"). The investment objectives of each 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 either Fund will be realized.

The maturity dates of the 1st and 2nd Funds will be December 31 of the
years 2004 and 1999, respectively. As each Fund matures, shareholders will be
notified in advance concerning the timing of the Fund's liquidation,
distribution of proceeds, and rights (if any) to exchange proceeds into other
First Investors funds without sales charge. The Funds have terminated offering
their shares. No new shares of the Funds will be issued, except in connection
with reinvestment of dividends and capital gains distributions. Because each
existing Fund 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 Fund's shares prior to the
maturity date will raise the remaining shareholders' pro rata share of expenses
for the Fund.

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Funds' Prospectus dated April 30, 1999,
which may be obtained free of cost from the Funds at the address or telephone
number noted above.

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

Investment Strategies and Risks................................. 2
Investment Policies............................................. 3
Investment Restrictions......................................... 6
Trustees and Officers........................................... 7
Management...................................................... 9
Underwriter..................................................... 10
Determination of Net Asset Value................................ 11
Allocation of Portfolio Brokerage............................... 12
Purchase and Redemption of Shares............................... 13
Taxes........................................................... 14
Performance Information......................................... 15
General Information............................................. 18
Appendix A...................................................... 20
Appendix B...................................................... 21
Financial Statements............................................ 28

<PAGE>

INVESTMENT STRATEGIES AND RISKS

Each Fund 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 First Investors Management Company, Inc. ("FIMCO" or "Adviser") or selected
other investments ("Other Securities"). At a predetermined maturity date, each
Fund will terminate and liquidate as soon thereafter as possible. There is no
assurance that these objectives will be achieved. The investment objectives of
each Fund may not be changed unless approved by a majority of the outstanding
voting securities of that Fund.

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

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

Equities in which each Fund may 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.

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 Funds 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 Fund's 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 Fund's assets invested in 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 Fund's assets invested in equities. Each Fund, may, however, invest all of
its portion of its assets in prime commercial paper, certificates of deposit,
bankers' acceptances, repurchase agreements and participating 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. 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 maturity likewise limited.

2
<PAGE>

Investments in certificates of deposit will be made only at domestic
institutions with assets in excess of $500 million. Under a repurchase agreement
a Fund acquires 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 Fund to resell such debt instrument at a fixed price. Bankers' acceptances
are short-term credit instruments used to finance commercial transactions.

Participation interests that may be held by the Funds are pro rata
interests in securities otherwise qualified for purchase by the Funds 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 a Fund and the entity in whose name the security is issued,
rather than possession by the Funds. Each Fund will purchase participation
interests only in securities otherwise permitted to be purchased by the Fund,
and only when they are evidenced by deposit, safekeeping receipts, or book-entry
transfer, indicating the creating of a security interest in favor of the Fund in
the underlying security. Additionally, the Adviser will monitor the
creditworthiness of entities which are not banks, from which each Fund purchases
participation interests. However, the issuer of the participation interest to
the Funds will agree in writing, among other things: to remit promptly all
payments of principal, interest and premium, if any, to the Funds once received
by the issuer; to repurchase the participating 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 Funds.

INVESTMENT POLICIES

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

3
<PAGE>

The amount of the discount each Fund 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 a Fund that holds them until maturity.
These securities are purchased with original issue discount and such discount
must be included in gross income of the holding Fund as it accrues over the life
of the securities. Because interest on Zero Coupon Securities is compounded over
the life of the instrument, there is more income in later years, as compared
with earlier years, with these securities. While each Fund intends to hold all
Zero Coupon Securities until maturity, the market prices of Government
Securities move inversely with respect to changes in interest rates prior to
their maturity.

REPURCHASE AGREEMENTS. Each Fund will enter into repurchase agreements only
with banks that are members of the Federal Reserve System or securities dealers
that 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. 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 a loan of money by
a Fund 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 a Fund 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 a Fund 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. A Fund 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 Fund in each agreement, and the Fund will
make payment for such securities only upon physical delivery or evidence of book
entry transfer to the account of the Fund's custodian. If the seller defaults,
the Fund 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 proceedings are
commenced with respect to the seller of the security, realization upon the
collateral by the Fund may be delayed or limited. Each Fund 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 Fund's net assets would be invested in such
repurchase agreements together with any other illiquid assets. Neither Fund may
enter into a repurchase agreement with more than seven days to maturity if, as a
result, more than 15% of its assets would be invested in such repurchase
agreements and other illiquid securities.

RESTRICTED SECURITIES AND ILLIQUID INVESTMENTS. Neither Fund 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 foreign issuers'
unlisted securities with a limited trading market and 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 First Investors
Management Company, Inc. ("FIMCO" 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 this 15% limit. Where registration is required, a Fund
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

4
<PAGE>

time the Fund may be permitted to sell a security under an effective
registration statement. If, during such a period, adverse market conditions were
to develop, a Fund 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 Fund, however, could affect adversely the marketability of
such portfolio securities and a Fund might be unable to dispose of such
securities promptly or at reasonable prices.

WHEN-ISSUED SECURITIES. Each Fund may 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. 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 a Fund. The purchase price to be paid by a Fund and the interest rate
on the instruments to be purchased are both selected when the Fund agrees to
purchase the securities "when-issued." Each Fund is permitted to sell
when-issued securities prior to issuance of such securities, but will not
purchase such securities with that purpose intended. A Fund generally would not
pay for such securities or start earning interest on them until they are issued
or received. However, when a Fund 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 a Fund on a when-issued basis may
result in the Fund's incurring a loss or missing an opportunity to make an
alternative investment. When a Fund enters into a commitment to purchase
securities on a when-issued basis, it establishes a separate account on its
books and records or with its custodian consisting of cash or liquid high-grade
debt securities equal to the amount of the Fund's 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 Fund's commitment, the Fund will be
required to deposit additional cash or qualified securities into the account
until equal to the value of the Fund's commitment. When the securities to be
purchased are issued, the Fund 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 Fund is
committed to purchase. After a Fund is committed to purchase when-issued
securities, but prior to the issuance of the 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. Sale of securities in the segregated
account or sale of the when-issued securities may cause the realization of a
capital gain or loss.

PORTFOLIO TURNOVER. Although the Funds generally do not invest for
short-term trading purposes, portfolio securities may be sold from without

5
<PAGE>

regard to the length of time they have been held when, in the opinion of the
Adviser, 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 a Fund's 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 (100% or more) 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, 1997, the 1st Fund and 2nd
Fund had portfolio turnover rates of 0% and 1%, respectively. For the fiscal
year ended December 31, 1998, the 1st Fund and 2nd Fund had portfolio turnover
rates of 1% and 1%, respectively.

INVESTMENT RESTRICTIONS

Each Fund 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 Fund, voting separately from any other Fund. As
provided in the Investment Company Act of 1940, as amended (the "1940 Act"), and
used in the Prospectus and this SAI, a "vote of a majority of the outstanding
shares of each Fund" means the affirmative vote of the lesser of (i) more than
50% of the outstanding shares of the Fund 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 Fund will
not:

1. Purchase securities on margin (but any Fund 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.

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 the Fund's total assets (taken at current value)
in the obligations of one or more issuers having their principal business
activities in the same industry.

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

6
<PAGE>

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, Government Plus 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 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.

Government Plus Fund, on behalf of each Fund, has adopted the following
non-fundamental investment restriction, which may be changed without shareholder
approval. This restriction provides that each Fund 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
Funds' 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 Government
Plus Fund, their age, 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.

JAMES J. COY (84), Emeritus Trustee, 90 Buell Lane, East Hampton, NY 11937.
Retired; formerly Senior Vice President, James Talcott, Inc. (financial
institution).

GLENN O. HEAD*+ (73), President and Trustee. Chairman of the Board and Director,
Administrative Data Management Corp. ("ADM"), FIMCO, Executive Investors
Management Company, Inc. ("EIMCO"), First Investors Corporation ("FIC"),
Executive Investors Corporation ("EIC") and First Investors Consolidated
Corporation ("FICC").

KATHRYN S. HEAD*+ (43), Trustee, 581 Main Street, Woodbridge, NJ 07095.
President and Director, FICC, ADM and FIMCO; Vice President and Director, FIC
and EIC; President EIMCO; Chairman, President and Director, First Financial
Savings Bank, S.L.A.

LARRY R. LAVOIE* (51), Trustee. Assistant Secretary, ADM, EIC, EIMCO, FICC and
FIMCO; Secretary and General Counsel, FIC.

7
<PAGE>

REX R. REED** (76), Trustee, 259 Governors Drive, Kiawah Island, SC 29455.
Retired; formerly Senior Vice President, American Telephone & Telegraph Company.

HERBERT RUBINSTEIN** (77), Trustee, 695 Charolais Circle, Edwards, CO
81632-1136. Retired; formerly President, Belvac International Industries, Ltd.
and President, Central Dental Supply.

NANCY SCHAENEN** (67), Trustee, 56 Midwood Terrace, Madison, NJ 07940. Trustee,
Drew University and DePauw University.

JAMES M. SRYGLEY** (66), Trustee, 33 Hampton Road, Chatham, NJ 07982. Principal,
Hampton Properties, Inc. (property investment company).

JOHN T. SULLIVAN* (66), Trustee and Chairman of the Board; Director, FIMCO, FIC,
FICC and ADM; Of Counsel, Hawkins, Delafield & Wood, Attorneys.

ROBERT F. WENTWORTH** (69), Trustee, RR1, Box 217, Upland Downs Road, Manchester
Center, VT 05255. Retired; formerly financial and planning executive with
American Telephone & Telegraph Company.

JOSEPH I. BENEDEK (41), Treasurer and Principal Accounting Officer, 581 Main
Street, Woodbridge, NJ 07095. Treasurer, FIC, FIMCO, EIMCO and EIC; Comptroller
and Treasurer, FICC.

CONCETTA DURSO (63), Vice President and Secretary. Vice President, FIMCO, EIMCO
and ADM; Assistant Vice President and Assistant Secretary, FIC and EIC.

PATRICIA D. POITRA (42), 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.
** These Trustees are members of the Board's Audit Committee.
+ Mr. Glenn O. Head and Ms. Kathryn S. Head are father and daughter.

The Trustees and officers, as a group, owned less than 1% of shares of any
Fund.

All of the officers and Trustees, except for Ms. Poitra, hold identical or
similar positions with 14 other registered investment companies in the First
Investors Family of Funds. 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, School Financial Management Services, Inc., First
Investors Credit Funding Corporation, N.A.K. Realty Corporation, Real Property
Development Corporation, First Investors Leverage Corporation and Route 33
Realty Corporation.

8
<PAGE>

The following table lists compensation paid to the Trustees of Government
Plus Fund for the fiscal year ended December 31, 1998.

TOTAL
COMPENSATION
FROM FIRST
AGGREGATE INVESTORS FAMILY
COMPENSATION OF FUNDS PAID
TRUSTEE FROM FUND* TO TRUSTEE*+
- ------- ---------- ------------

James J. Coy** $-0- $-0-
Roger L. Grayson*** $-0- $-0-
Glenn O. Head $-0- $-0-
Kathryn S. Head $-0- $-0-
Larry R. Lavoie**** $-0- $-0-
Rex R. Reed $60 $20,045
Herbert Rubinstein $60 $20,045
James M. Srygley $60 $20,045
John T. Sullivan $-0- $-0-
Robert F. Wentworth $60 $20,045
Nancy Schaenen++ $55 $18,350

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

* Compensation to officers and interested Trustees of Government Plus Fund
is paid by the Adviser.
** On March 27, 1997, Mr. Coy resigned as a Trustee of Government Plus Fund.
Mr. Coy currently serves as an Emeritus Trustee. Mr. Coy is paid by the
Adviser.
*** On August 20, 1998, Mr. Grayson resigned as a Trustee of the Fund.
**** On September 17, 1998, Mr. Lavoie was elected by the Board of Trustees to
serve as a Trustee.
+ The First Investors Family of Funds consists of 15 separate registered
investment companies.
++ The dollar compensation shown for Ms. Schaenen is lower than that for the
other Trustees because Ms. Schaenen was absent from one Board Meeting and
did not receive compensation for that Board Meeting.

MANAGEMENT

Investment advisory services to the Funds 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 Government Plus 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 Fund. The Board of Trustees is responsible for overseeing
the management of the Funds.

Pursuant to the Advisory Agreement, FIMCO shall supervise and manage each
Fund's investments, determine each Fund's portfolio transactions and supervise
all aspects of each Fund's operations, subject to review by the Trustees. The
Advisory Agreement also provides that FIMCO shall provide Government Plus Fund
and each Fund with certain executive, administrative and clerical personnel,
office facilities and supplies, conduct the business and details of the
operation of Government Plus Fund and each Fund and assume certain expenses
thereof, other than obligations or liabilities of the Fund. 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 Fund, 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 Fund, 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

9
<PAGE>

voting securities of that Fund, 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 Fund 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

For the fiscal year ended December 31, 1996, the 1st Fund and 2nd Fund paid
$13,608 and $22,888, respectively, in advisory fees. For the fiscal year ended
December 31, 1997, the 1st Fund and 2nd Fund paid $9,952 and $16,327,
respectively, in advisory fees. For the fiscal year ended December 31, 1998, the
1st Fund and 2nd Fund paid $12,389 and $18,404, respectively, in advisory fees.
For the same period, with respect to the 1st Fund and 2nd Fund, the Adviser
voluntarily waived $4,956 and $7,361, respectively, in advisory fees. In
addition, for the same period, the Adviser voluntarily assumed expenses of the
1st Fund and 2nd Fund in the amounts of $5,366 and $8,604, respectively.

The Adviser has an Investment Committee composed of Dennis T. Fitzpatrick,
George V. Ganter, Richard Guinnessey, David Hanover, Glenn O. Head, Kathryn S.
Head, Nancy W. Jones, Michael O'Keefe, Patricia D. Poitra, Clark D. Wagner and
Matthew Wright. The Committee usually meets weekly to discuss the composition of
the portfolio of each Fund and to review additions to and deletions from the
portfolios.

First Investors Consolidated Corporation ("FICC") owns all of the voting
common stock of the Adviser and all of the outstanding stock of First Investors
Corporation and the Funds' transfer agent. Mr. Glenn O. Head controls FICC and,
therefore, controls the Adviser.

UNDERWRITER

Government Plus 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
Funds. 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 Government Plus 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 Fund, 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
Fund, 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.

At the present time, the Funds are not offering their shares, except in
connection with the reinvestment of dividends and distributions. For the fiscal
year ended December 31, 1996, FIC received underwriting commissions with respect
to the 2nd Fund in the amount of $18. For the fiscal year ended December 31,
1996, FIC received no underwriting commissions with respect to the 1st Fund. For
the fiscal year ended December 31, 1997, FIC received no underwriting
commissions with respect to the Funds. For the fiscal year ended December 31,
1998, FIC received no underwriting commissions with respect to the Funds.

10
<PAGE>

DETERMINATION OF NET ASSET VALUE

Except as provided herein, a security listed or traded on an exchange or the
Nasdaq Stock Market is valued at its last sale price on the exchange or market
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. Securities traded in the OTC market (including securities listed on
exchanges whose primary market is believed to be OTC) are valued at the mean
between the last bid and asked prices prior to the time when assets are valued
based upon quotes furnished by market makers for such securities. However, a
Fund may determine the value of debt securities based upon prices furnished by
an outside pricing service. The pricing services use quotations obtained from
investment dealers or brokers for the particular securities being evaluated,
information with respect to market transactions in comparable securities and
consider security type, rating, market condition, yield data and other available
information in determining value. Short-term debt securities that mature in 60
days or less are valued at amortized cost. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the supervision of Government Plus Fund's officers in a
manner specifically authorized by the Board of Trustees. "When-issued
securities" are reflected in the assets of a Fund as of the date the securities
are purchased. Such investments are valued thereafter at the mean between the
most recent bid and asked prices obtained from recognized dealers in such
securities or by the pricing service.

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 Funds
of securities owned by them is not reasonably practicable for the Funds 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
Funds may suspend redemption privileges or postpone the date of payment.

EMERGENCY PRICING PROCEDURES. In the event that the Funds must halt
operations during any day that they would normally be required to price under
Rule 22c-1 under the 1940 Act due to an emergency ("Emergency Closed Day"), the
Funds will apply the following procedures:

1. The Funds will make every reasonable effort to segregate orders
received on the Emergency Closed Day and give them the price that they would
have received but for the closing. The Emergency Closed Day price will be
calculated as soon as practicable after operations have resumed and will be
applied equally to sales, redemptions and repurchases that were in fact received
in the mail or otherwise on the Emergency Closed Day.

2. For purposes of paragraph 1, an order will be deemed to have been
received by the Funds on an Emergency Closed Day, even if neither the Funds nor
the Transfer Agent is able to perform the mechanical processing of pricing on
that day, under the following circumstances:

(a) In the case of a mail order the order will be considered
received by a Fund when the postal service has delivered it to FIC's offices in
Woodbridge, New Jersey prior to the close of regular trading on the NYSE, or at
such other time as may be prescribed in its prospectus; and

(b) In the case of a wire order, including a Fund/SERV order,
the order will be considered received when it is received in good form by a FIC
branch office or an authorized dealer prior to the close of regular trading on
the NYSE, or such other time as may be prescribed in its prospectus.

11
<PAGE>

3. If the Funds are unable to segregate orders received on the Emergency
Closed Day from those received on the next day the Funds are open for business,
the Funds may give all orders the next price calculated after operations resume.

4. Notwithstanding the foregoing, on business days in which the NYSE is
not open for regular trading, the Funds may determine not to price their
portfolio securities if such prices would lead to a distortion of the net asset
value for the Funds and their shareholders.

ALLOCATION OF PORTFOLIO BROKERAGE

The Adviser may purchase or sell portfolio securities on behalf of the
Fund in agency or principal transactions. In agency transactions, the Fund
generally pays brokerage commissions. In principal transactions, the Fund
generally does not pay commissions, however the price paid for the security may
include an undisclosed dealer commission or "mark-up" or selling concessions.
The Adviser normally purchases fixed-income securities on a net basis from
primary market makers acting as principals for the securities. The Adviser may
purchase certain money market instruments directly from an issuer without paying
commissions or discounts. The Adviser may also purchase securities traded in the
OTC market. As a general practice, OTC securities are usually purchased from
market makers without paying commissions, although the price of the security
usually will include undisclosed compensation. However, when it is advantageous
to the Fund the Adviser may utilize a broker to purchase OTC securities and pay
a commission.

In purchasing and selling portfolio securities on behalf of the Fund, the
Adviser will seek to obtain best execution. The Fund may pay more than the
lowest available commission in return for brokerage and research services.
Additionally, upon instruction by the Board, the Adviser may use dealer
concessions available in fixed-priced underwritings to pay for research and
other services. Research and other services may include information as to the
availability of securities for purchase or sale, statistical or factual
information or opinions pertaining to securities, reports and analysis
concerning issuers and their creditworthiness, and Lipper's Directors'
Analytical Data concerning Fund performance and fees. The Adviser generally uses
the research and other services to service all the funds in the First Investors
Family of Funds, rather than the particular Funds whose commissions may pay for
research or other services. In other words, a Fund's brokerage may be used to
pay for a research service that is used in managing another Fund within the
First Investor Fund Family. The Lipper's Directors' Analytical Data is used by
the Adviser and the Fund Board to analyze a fund's performance relative to other
comparable funds.

In selecting the broker-dealers to execute the Fund's portfolio
transactions, the Adviser may consider such factors as the price of the
security, the rate of the commission, the size and difficulty of the order, the
trading characteristics of the security involved, the difficulty in executing
the order, the research and other services provided, the expertise, reputation
and reliability of the broker-dealer, access to new offerings, and other factors
bearing upon the quality of the execution. The Adviser does not place portfolio
orders with an affiliated broker, or allocate brokerage commission business to
any broker-dealer for distributing fund shares. Moreover, no broker-dealer
affiliated with the Adviser participates in commissions generated by portfolio
orders placed on behalf of the Fund.

The Adviser may combine transaction orders placed on behalf of a Fund, any
other fund in the First Investors Group of Funds, any fund of Executive
Investors Trust and First Investors Life Insurance Company, affiliates of the
Funds, 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 accordance with written procedures approved by the Board of
Trustees.

For the fiscal year ended December 31, 1996, the 1st Fund paid $41 in
brokerage commission, all of which was paid to brokers who furnished research
services on portfolio transactions in the amount of $7,106. For the fiscal year

12
<PAGE>

ended December 31, 1996, the 2nd Fund paid $91 in brokerage commissions. Of that
amount, $70 was paid in brokerage commissions to brokers who furnished research
services on portfolio transactions in the amount of $24,825.

For the fiscal year ended December 31, 1997, the 1st Fund did not pay
brokerage commissions. For the fiscal year ended December 31, 1997, the 2nd Fund
paid $13 in brokerage commissions, all of which was paid to brokers who
furnished research services on portfolio transactions in the amount of $5,942.

For the fiscal year ended December 31, 1998, the 1st Fund paid $2 in
brokerage commissions, none of which was paid to brokers who provided research
services. For the fiscal year ended December 31, 1998, the 2nd Fund paid $15 in
brokerage commissions, none of which was paid to brokers who provided research
services.

PURCHASE AND 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 Administrative
Data Management Corp. (the "Transfer Agent)". 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, which may take up to fifteen days from the date of
purchase. 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 three days.

REDEMPTIONS BY MAIL. Written redemption requests should be mailed to
Administrative Data Management Corp., 581 Main Street, Woodbridge, NJ
07095-1198. For your redemption request to be in good order, you must include:
(1) the name of the Fund; (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; and (6) signature guarantees, if required.
If your redemption request is not in good order or information is missing, the
Transfer Agent will seek additional information and process the redemption on
the day it receives such information. To review these requirements, please call
Shareholder Services at 1-800-423-4026.

SIGNATURE GUARANTEES. The words "Signature Guaranteed" must appear in
direct association with the signature of the guarantor. Members of the STAMP
(Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange
Medallion Signature Program), SEMP (Stock Exchanges Medallion Program) and FIC
are eligible signature guarantors. A notary public is not an acceptable
guarantor. Although each Fund reserves the right to require signature guarantees
at any other time, signature guarantees are required whenever: (1) the amount of
the redemption is over $50,000, (2) a redemption check is to be made payable to
someone other than the registered accountholder, other than major financial
institutions, as determined solely by the Fund and its agent, on behalf of the
shareholder, (3) a redemption check is to be mailed to an address other than the
address of record, preauthorized bank account, or to a major financial
institution for the benefit of a shareholder, (4) an account registration is
being transferred to another owner, (5) a transaction requires additional legal
documentation; (6) the redemption or exchange request is for certificated
shares; (7) your address of record has changed within 60 days prior to a
redemption request; (8) multiple owners have a dispute or give inconsistent
instructions; (9) the authority of a representative of a corporation,
partnership, association or other entity has not been established to the
satisfaction of a Fund or its agents; (10) a stock certificate is mailed to an
address other than the address of record or the dealer on the account; (11) you
establish any EFT service; (12) you request a change of the address of record to
a P.O. box or a "c/o" street address; and (13) an address is updated on an
account which has been coded "Do Not Mail" because mail has been returned as
undeliverable.

13
<PAGE>

REPURCHASE THROUGH UNDERWRITER. You may redeem shares through a dealer. In
this event, the Underwriter, acting as agent for each Fund, 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 fee
for handling the transaction.

SHARE CERTIFICATES. The Funds do not issue share certificates unless
requested to do so. Ownership of shares of each Fund is recorded on a stock
register by the Transfer Agent and shareholders have the same rights of
ownership with respect to such shares as if certificates had been issued.
Certificates are not issued on any Class B Shares, Class A money market shares,
or any shares in retirement accounts.

CONFIRMATIONS AND STATEMENTS. You will receive confirmations of purchases
and redemptions of shares of a Fund. Generally, confirmation statements 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.

SYSTEMATIC WITHDRAWAL PLAN. Shareholders who own noncertificated shares
may establish a Systematic Withdrawal Plan ("Withdrawal Plan"). Generally, if
you have a Fund account with a value of at least $5,000, you may elect to
receive monthly, quarterly, semi-annual or annual checks for any designated
amount (minimum $25). You may have the payments sent directly to you or persons
you designate. Shareholders may add shares to the Withdrawal Plan or terminate
the Withdrawal Plan at any time. Withdrawal Plan payments will be suspended when
a distributing Fund 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
Fund concurrent with withdrawals are ordinarily disadvantageous to shareholders
because of tax liabilities and sales charges. To establish a Withdrawal Plan,
call Shareholder Services at 1-800-423-4026.

TAXES

To continue to qualify for treatment as a regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), a Fund
- - each Fund being treated as a separate corporation 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 Fund these requirements include the
following: (1) the Fund 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) at the
close of each quarter of the Fund's 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 Fund's total assets and that does not represent
more than 10% of the issuer's outstanding voting securities; and (3) at the
close of each quarter of the Fund's 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.

14
<PAGE>

If either Fund failed to qualify for treatment as a RIC for any taxable
year, (1) it would be taxed at corporate rates on the full amount of its taxable
income for that year without being able to deduct the distributions it makes to
its shareholders and (2) the shareholders would treat all those distributions,
including distributions of net capital gain (I.E., the excess of net long-term
capital gain over net short-term capital loss), as dividends (that is, ordinary
income) to the extent of the Fund's earnings and profits. In addition, the Fund
could be required to recognize unrealized gains, pay substantial taxes and
interest and make substantial distributions before requalifying for RIC
treatment.

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

Each Fund 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.

If shares of a Fund 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 Fund may acquire zero coupon securities issued with original issue
discount. As a holder of those securities, each Fund must include in its income
the portion of the original issue discount that accrues on the securities during
the taxable year, even if it receives no corresponding payment on them during
the year. Because each Fund annually must distribute substantially all of its
investment company taxable income, including any original issue discount, to
satisfy the Distribution Requirement and avoid imposition of the Excise Tax, a
Fund 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 a Fund's cash assets or from the proceeds of
sales of portfolio securities, if necessary. Each Fund may realize capital gains
or losses from those sales, which would increase or decrease its investment
company taxable income and/or net capital gain.

PERFORMANCE INFORMATION

A Fund may advertise its performance in various ways.

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

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

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

(ERV-P)/P = TOTAL RETURN

In providing such performance data, a Fund will assume the payment of the
maximum sales charge of 8.00% (as a percentage of the offering price) on the

15
<PAGE>

initial investment ("P"). The Fund 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 a Fund's
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 Fund of future rates of return on its
shares.

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

Each Fund 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. The examples used will be for illustrative
purposes only and are not representations by the Funds of past or future yield
or return. Examples of typical graphs and charts depicting such historical
performances, compounding and hypothetical returns are included in Appendix B.

From time to time, in reports and promotional literature, each Fund 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 Fund's 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.

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 Fund's 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.

16
<PAGE>

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.

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

17
<PAGE>

also be used. In addition, quotations from articles and performance ratings and
ratings appearing in daily newspaper publications such as THE ALL STREET
JOURNAL, THE NEW YORK TIMES and NEW YORK DAILY NEWS may be cited.

GENERAL INFORMATION

ORGANIZATION. Government Plus Fund is a Massachusetts business trust
organized on July 8, 1985. The two series of Government Plus Fund, referred to
herein as the 1st Fund and the 2nd Fund, may be referred to as First Investors
U.S. Government Plus Fund I and First Investors U.S. Government Plus Fund II.

The Board of Trustees of Government Plus Fund has authority to issue an
unlimited number of shares of beneficial interest of separate series, no par
value. Shares of each Fund have equal dividend, voting, liquidation and
redemption rights. Government Plus Fund does not hold annual shareholder
meetings. If requested to do so by the holders of at least 10% of Government
Plus 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 Fund.

AUDITS AND REPORTS. The accounts of the Funds are audited twice a year by
Tait, Weller & Baker, independent certified public accountants, 8 Penn Center
Plaza, Philadelphia, PA, 19103. Shareholders receive semi-annual and annual
reports of the Fund, including audited financial statements, and a list of
securities owned.

LEGAL COUNSEL. Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W.,
Washington, D.C. 20036, serves as counsel to the Fund.

TRANSFER AGENT. Administrative Data Management Corp., 581 Main Street,
Woodbridge, NJ 07095-11198, an affiliate of FIMCO and FIC, acts as transfer
agent for the Funds and as redemption agent for regular redemptions. The fees
charged to each Fund by the Transfer Agent are $5.00 to open an account; $3.00
for each certificate issued; $.75 per account per month; $10.00 for each legal
transfer of shares; $.45 per account per dividend declared; $5.00 for each
exchange of shares into a Fund; $5.00 for each partial withdrawal or complete
liquidation; $4.00 for each shareholder services call; $20.00 for each item of
correspondence; and $1.00 per account per report required by any governmental
authority. Additional fees charged to the Funds by the Transfer Agent are
assumed by the Underwriter. The Transfer Agent reserves the right to change the
fees on prior notice to the Funds. 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
1994 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. Efforts to locate a
shareholder will be conducted in accordance with SEC rules and regulations prior
to escheatment of funds to the appropriate state treasury. The Transfer Agent
may deduct the costs of its efforts to locate a shareholder from the
shareholder's account. These costs may include a percentage of the account if a
search company charges such a fee in exchange for its location services. The
Transfer Agent is not responsible for any fees that states and/or their
representatives may charge for processing the return of funds to investors whose
funds have been escheated. The Transfer Agent's telephone number is
1-800-423-4026.

18
<PAGE>

5% SHAREHOLDERS. As of March 31, 1999, the following owned of record or
beneficially 5% or more of the outstanding shares of the applicable Fund:

FUND % OF SHARES SHAREHOLDER
---- ----------- -----------

1ST FUND 5.5 Georgiana Howe Coughlan
2109 West 157th Street
Apt. 5
Gardena, CA 90249

2ND FUND 6.0 Kenneth Held
4300 NW 24th Way
Boca Raton, FL 33431

SHAREHOLDER LIABILITY. Government Plus 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 Government Plus Fund. The Declaration of Trust however, contains
an express disclaimer of shareholder liability for acts or obligations of
Government Plus Fund and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by Government
Plus Fund or the Trustees. The Declaration of Trust provides for indemnification
out of the property of Government Plus Fund of any shareholder held personally
liable for the obligations of Government Plus Fund. The Declaration of Trust
also provides that Government Plus Fund shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of
Government Plus 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 Government Plus 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.
Government Plus Fund may have an obligation to indemnify Trustees and officers
with respect to litigation.

TRADING BY PORTFOLIO MANAGERS AND OTHER ACCESS PERSONS. Pursuant to Section
17(j) of the 1940 Act and Rule 17j-1 thereunder, Government Plus Fund and the
Adviser have adopted Codes of Ethics restricting personal securities trading by
portfolio managers and other access persons of Government Plus Fund. Among other
things, such persons, except the Trustees: (a) must have all non-exempt trades
pre-cleared; (b) are restricted from short-term trading; (c) must provide
duplicate statements and transactions confirmations to a compliance officer; and
(d) are prohibited from purchasing securities of initial public offerings.

19
<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.

20
<PAGE>

APPENDIX B

[The following tables are represented as graphs in the printed document.]

The following graphs and chart illustrate hypothetical returns:

INCREASE RETURNS

This graph shows over a period of time even a small increase in returns can make
a significant difference. This assumes a hypothetical investment of $10,000.

Years 10% 8% 6% 4%
----- ------- ------ ------ ------
5 16,453 14,898 13,489 12,210
10 27,070 22,196 18,194 14,908
15 44,539 33,069 24,541 18,203
20 73,281 49,268 33,102 22,226
25 120,569 73,402 44,650 27,138

INCREASE INVESTMENT

This graph shows the more you invest on a regular basis over time, the more you
can accumulate. this assumes monthly installment with a constant hypothetical
return rate of 8%.

Years $100 $250 $500 $1,000
----- ------ ------- ------- -------
5 7,348 18,369 36,738 73,476
10 18,295 43,736 91,473 182,946
15 34,604 86,509 173,019 346,038
20 58,902 147,255 294,510 589,020
25 95,103 237,757 475,513 951,026

21
<PAGE>

[The following table is represented as a graph in the printed document.]

This chart illustrates the time value of money based upon the following
assumptions:

If you invested $2,000 each year for 20 years, starting at 25, assuming a 9%
investment return, you would accumulate $573,443 by the time you reach age 65.
However, had you invested the same $2,000 each year for 20 years, at that rate,
but waited until age 35, you would accumulate only $242,228 - a difference of
$331,215.

25 years old .............. 573,443
35 years old .............. 242,228
45 years old .............. 103,320

For each of the above graphs and chart it should be noted that systematic
investment plans do not assume a profit or protect against loss in declining
markets. Investors should consider their financial ability to continue purchases
through periods of both high and low price levels. Figures are hypothetical and
for illustrative purposes only and do not represent any actual investment or
performance. The value of a shareholder's investment and return may vary.

22
<PAGE>

[The following table is represented as a chart in the printed document.]

The following chart illustrates the historical performance of the Dow Jones
Industrial Average from 1928 through 1996.

1928 .................. 300.00
1929 .................. 248.48
1930 .................. 164.58
1931 .................. 77.90
1932 .................. 59.93
1933 .................. 99.90
1934 .................. 104.04
1935 .................. 144.13
1936 .................. 179.90
1937 .................. 120.85
1938 .................. 154.76
1939 .................. 150.24
1940 .................. 131.13
1941 .................. 110.96
1942 .................. 119.40
1943 .................. 136.20
1944 .................. 152.32
1945 .................. 192.91
1946 .................. 177.20
1947 .................. 181.16
1948 .................. 177.30
1949 .................. 200.10
1950 .................. 235.40
1951 .................. 269.22
1952 .................. 291.89
1953 .................. 280.89
1954 .................. 404.38
1955 .................. 488.39
1956 .................. 499.46
1957 .................. 435.68
1958 .................. 583.64
1959 .................. 679.35
1960 .................. 615.88
1961 .................. 731.13
1962 .................. 652.10
1963 .................. 762.94
1964 .................. 874.12
1965 .................. 969.25
1966 .................. 785.68
1967 .................. 905.10
1968 .................. 943.75
1969 .................. 800.35
1970 .................. 838.91
1971 .................. 890.19
1972 .................. 1,020.01
1973 .................. 850.85
1974 .................. 616.24
1975 .................. 858.71
1976 .................. 1,004.65
1977 .................. 831.17
1978 .................. 805.01
1979 .................. 838.74
1980 .................. 963.98
1981 .................. 875.00
1982 .................. 1,046.55
1983 .................. 1,258.64
1984 .................. 1,211.56
1985 .................. 1,546.67
1986 .................. 1,895.95
1987 .................. 1,938.80
1988 .................. 2,168.60
1989 .................. 2,753.20
1990 .................. 2,633.66
1991 .................. 3,168.83
1992 .................. 3,301.11
1993 .................. 3,754.09
1994 .................. 3,834.44
1995 .................. 5,000.00
1996 .................. 6,000.00

The performance of the Dow Jones Industrial Average is not indicative of
the performance of any particular investment. It does not take into account fees
and expenses associated with purchasing mutual fund shares. Individuals cannot
invest directly in any index. Please note that past performance does not
guarantee future results.

23
<PAGE>

[The following table is represented as a chart in the printed document.]

The following chart shows that inflation is constantly eroding the value of your
money.

THE EFFECTS OF INFLATION OVER TIME

1966 ....................... 96.61836
1967 ....................... 93.80423
1968 ....................... 89.59334
1969 ....................... 84.36285
1970 ....................... 79.88906
1971 ....................... 77.33694
1972 ....................... 74.79395
1973 ....................... 68.80768
1974 ....................... 61.27131
1975 ....................... 57.31647
1976 ....................... 54.63915
1977 ....................... 51.20820
1978 ....................... 46.98000
1979 ....................... 41.46514
1980 ....................... 36.85790
1981 ....................... 33.84564
1982 ....................... 32.60659
1983 ....................... 31.41290
1984 ....................... 30.23378
1985 ....................... 29.12696
1986 ....................... 28.81005
1987 ....................... 27.59583
1988 ....................... 26.43279
1989 ....................... 25.27035
1990 ....................... 23.81748
1991 ....................... 23.10134
1992 ....................... 22.45028
1993 ....................... 21.86006
1994 ....................... 21.28536
1995 ....................... 20.76620
1996 ....................... 20.16135

1996 ....................... 100.00
1997 ....................... 103.00
1998 ....................... 106.00
1999 ....................... 109.00
2000 ....................... 113.00
2001 ....................... 116.00
2002 ....................... 119.00
2003 ....................... 123.00
2004 ....................... 127.00
2005 ....................... 130.00
2006 ....................... 134.00
2007 ....................... 138.00
2008 ....................... 143.00
2009 ....................... 147.00
2010 ....................... 151.00
2011 ....................... 156.00
2012 ....................... 160.00
2013 ....................... 165.00
2014 ....................... 170.00
2015 ....................... 175.00
2016 ....................... 181.00
2017 ....................... 186.00
2018 ....................... 192.00
2019 ....................... 197.00
2020 ....................... 203.00
2021 ....................... 209.00
2022 ....................... 216.00
2023 ....................... 222.00
2024 ....................... 229.00
2025 ....................... 236.00
2026 ....................... 243.00

Inflation erodes your buying power. $100 in 1966, could purchase five times the
goods and service as in 1996 ($100 vs. $20).* Projecting inflation at 3%, goods
and services costing $100 today will cost $243 in the year 2026.

* Source: Consumer Price Index, U.S. Bureau of Labor Statistics.

24
<PAGE>

[The following tables are represented as graphs in the printed document.]

This chart illustrates that historically, the longer you hold onto stocks, the
greater chance that you will have a positive return.

1926 through 1996*

Total Number of Percentage of
Number of Positive Positive
Rolling Period Periods Periods Periods
-------------- ------- ------- -------
1-Year 71 51 72%
5-Year 67 60 90%
10-Year 62 60 97%
15-Year 57 57 100%
20-Year 52 52 100%

The following chart shows the compounded annual return of large company stocks
compared to U.S. Treasury Bills and inflation over the most recent 15 year
period. **

Compound Annual Return from 1982 -- 1996*

Inflation ..................... 3.55
U.S. Treasury Bills ........... 6.50
Large Company Stocks .......... 16.79

The following chart illustrates for the period shown that long-term corporate
bonds have outpaced U.S. Treasury Bills and inflation.

Compound Annual Return from 1982 -- 1996*

Inflation ..................... 3.55
U.S. Treasury Bills ........... 6.50
Long-Term Corp. bonds ......... 13.66

** Please note that U.S. Treasury bills are guaranteed as to principal and
interest payments (although the funds that invest in them are not), while
stocks will fluctuate in share price. Although past performance cannot
guarantee future results, returns of U.S. Treasury bills historically have
not outpaced inflation by as great a margin as stocks.

25
<PAGE>

The accompanying table illustrates that if you are in the 36% tax bracket, a
tax-free yield of 3% is actually equivalent to a taxable investment earning
4.69%.

Your Taxable Equivalent Yield

Your Federal Tax Bracket
---------------------------------------------

28.0% 31.0% 36.0% 39.6%
your tax-free yield
3.00% 4.17% 4.35% 4.69% 4.97%
3.50% 4.86% 5.07% 5.47% 5.79%
4.00% 5.56% 5.80% 6.25% 6.62%
4.50% 6.25% 6.52% 7.03% 7.45%
5.00% 6.94% 7.25% 7.81% 8.25%
5.50% 7.64% 7.97% 8.59% 9.11%

This information is general in nature and should not be construed as tax advice.
Please consult a tax or financial adviser as to how this information affects
your particular circumstances.

26
<PAGE>

[The following table is represented as a graph in the printed document.]

The following graph illustrates how income has affected the gains from stock
investments since 1965.

S&P 500 Dividends Reinvested S&P 500 Principal Only

12/31/64 10,000 10,000
12/31/65 11,269 10,906
12/31/66 10,115 9,478
12/31/67 12,550 11,383
12/31/68 13,948 12,255
12/31/69 12,795 10,863
12/31/70 13,299 10,873
12/31/71 15,200 12,046
12/31/72 18,088 13,929
12/31/73 15,431 11,510
12/31/74 11,346 8,090
12/31/75 15,570 10,642
12/31/76 19,296 12,680
12/31/77 17,915 11,221
12/31/78 19,092 11,340
12/31/79 22,645 12,736
12/31/80 30,004 16,019
12/31/81 28,528 14,460
12/31/82 34,674 16,595
12/31/83 42,496 19,461
12/31/84 45,161 19,733
12/31/85 59,489 24,930
12/31/86 70,594 28,575
12/31/87 74,301 29,154
12/31/88 86,641 32,769
12/31/89 114,093 41,699
12/31/90 110,549 38,964
12/31/91 144,230 49,214
12/31/92 155,218 51,411
12/31/93 170,863 55,039
12/31/94 173,120 54,191
12/31/95 238,175 72,676
12/31/96 292,863 87,403
11/30/97 383,977 112,732

Source: First Investors Management Company, Inc. Standard & Poor's is a
registered trademark. The S&P 500 is an unmanaged index comprising 500 common
stocks spread across a variety of industries. The total returns represented
above compare the impact of reinvestment of dividends and illustrates past
performance of the index. The performance of any index is not indicative of the
performance of a particular investment and does not take into account the
effects of inflation or the fees and expenses associated with purchasing mutual
fund shares. Individuals cannot invest directly in any index. Mutual fund shares
will fluctuate in value, therefore, the value of your original investment and
your return may vary. Moreover, past performance is no guarantee of future
results.

27
<PAGE>

Financial Statements
as of December 31, 1998

Registrant incorporates by reference the financial statements and report of
independent auditors contained in the Annual Report to shareholders for the
fiscal year ended December 31, 1998 electronically filed with the Securities and
Exchange Commission on March 5, 1999 (Accession Number:
0000928816-99-000067).

28
<PAGE>

PART C. OTHER INFORMATION
-------------------------

Item 23. EXHIBITS
--------

(a)(i)Declaration of Trust(2)

(ii)Supplemental Declaration of Trust(2)

(b) By-laws(1)

(c) Shareholders' rights are contained in (a) Articles III, VIII, X, XI
and XII of Registrant's Declaration of Trust dated June 18, 1985,
previously filed as Exhibit 99.B1.1 to Registrant's Registration
Statement and (b) Articles III and V of Registrant's By-laws,
previously filed as Exhibit 99.B2 to Registrant's Registration
Statement

(d) Investment Advisory Agreement between Registrant and First Investors
Management Company(1)

(e) Underwriting Agreement between Registrant and First Investors
Corporation(2)

(f) Bonus, profit sharing or pension plans - none

(g)(i)Custodian Agreement between Registrant and Irving Trust Company(2)

(h)(i)Administration Agreement between Registrant, First Investors
Management Company, Inc., First Investors Corporation and
Administrative Data Management Corp.(2)

(ii)Amended Schedule A to Administration Agreement(2)

(i) Opinion and Consent of Counsel -- filed herewith

(j)(i)Consent of Independent Accountants - filed herewith

(ii)Powers of Attorney(1)

(k) Financial statements omitted from prospectus -none

(l) Initial capital agreements - none

(m) Distribution Plan - none

(n) Financial Data Schedules - filed herewith

(o) 18f-3 Plan - none

- ----------
(1) Incorporated by reference from Post-Effective Amendment No. 12 to
Registrant's Registration Statement (File No. 2-94932) filed on April 20,
1995.
(2) Incorporated by reference from Post-Effective Amendment No. 13 to
Registrant's Registration Statement (File No. 2-94932 filed on April 18,
1996.

<PAGE>

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
-------------------------------------------------- ----------

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

Item 25. 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:

"(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,

<PAGE>

(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 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

<PAGE>

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.

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 30 herein.

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
----------------------------------------------------

First Investors Management Company, Inc. offers investment management
services and is a registered investment adviser. Affiliations of the officers
and directors of the Investment Adviser are set forth in Part B, Statement of
Additional Information, under "Directors or Trustees and Officers."

Item 27. PRINCIPAL UNDERWRITERS
----------------------

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

First Investors Cash Management Fund, Inc.
First Investors Fund For Income, Inc.
First Investors Global Fund, Inc.
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.

<PAGE>

First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.
First Investors Life Variable Annuity Fund A
First Investors Life Variable Annuity Fund C
First Investors Life Variable Annuity Fund D
First Investors Life Level Premium Variable Life Insurance
(Separate Account B)

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

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

Glenn O. Head Chairman President
95 Wall Street and Director and Trustee
New York, NY 10005

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

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

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

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

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

Louis Rinaldi Senior Vice None
581 Main Street President
Woodbridge, NJ 07095

Frederick Miller Senior Vice President None
581 Main Street
Woodbridge, NJ 07095

Larry R. Lavoie Secretary and Trustee
95 Wall Street General Counsel
New York, NY 10005

<PAGE>

Matthew Smith Vice President None
581 Main Street
Woodbridge, NJ 07095

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

Anne Condon Vice President None
581 Main Street
Woodbridge, NJ 07095

Jane W. Kruzan Director None
232 Adair Street
Decatur, GA 30030

Elizabeth Reilly Vice President None
581 Main Street
Woodbridge, NJ 07095

Robert Flanagan Vice President- None
95 Wall Street Sales Administration
New York, NY 10005

William M. Lipkus Chief Financial Officer None
581 Main Street
Woodbridge, NJ 07095

Item 28. 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, 581 Main Street, 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 29. MANAGEMENT SERVICES
-------------------

Not Applicable.

Item 30. 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.

<PAGE>

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.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant represents
that this Post-Effective Amendment No. 17 meets all the requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act of 1933, and has
duly caused this Post-Effective Amendment No. 17 to its 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 20th day of April, 1999.

FIRST INVESTORS U.S. GOVERNMENT PLUS FUND

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

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 17 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 20, 1999
- ----------------------------- Officer and Trustee
Glenn O. Head

/s/ Joseph I. Benedek Principal Financial April 20, 1999
- ----------------------------- and Accounting Officer
Joseph I. Benedek

Kathryn S. Head* Trustee April 20, 1999
- -----------------------------
Kathryn S. Head

/s/ Larry R. Lavoie Trustee April 20, 1999
- -----------------------------
Larry R. Lavoie

Herbert Rubinstein* Trustee April 20, 1999
- -----------------------------
Herbert Rubinstein

Nancy Schaenen* Trustee April 20, 1999
- -----------------------------
Nancy Schaenen

<PAGE>

James M. Srygley* Trustee April 20, 1999
- -----------------------------
James M. Srygley

John T. Sullivan* Trustee April 20, 1999
- -----------------------------
John T. Sullivan

Rex R. Reed* Trustee April 20, 1999
- -----------------------------
Rex R. Reed

Robert F. Wentworth* Trustee April 20, 1999
- -----------------------------
Robert F. Wentworth

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

<PAGE>

INDEX TO EXHIBITS

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

23(a)(i) Declaration of Trust(2)

23(a)(ii) Supplement to Declaration of Trust(2)

23(b) By-laws(1)

23(c) Shareholders' rights are contained in (a) Articles III,
VIII, X, XI and XII of Registrant's Declaration of Trust
dated June 18, 1985, previously filed as Exhibit 99.B1.1
to Registrant's Registration Statement and (b) Articles
III and V of Registrant's By-laws, previously filed as
Exhibit 99.B2 to Registrant's Registration Statement.

23(d) Investment Advisory Agreement between Registrant and
First Investors Management Company, Inc.(1)

23(e) Underwriting Agreement between Registrant and First
Investors Corporation(2)

23(f) Bonus or Profit Sharing Contracts--None

23(g) Custodian Agreement between Registrant and Irving Trust
Company(2)

23(h)(i) Administration Agreement between Registrant, First
Investors Management Company, Inc., First Investors
Corporation and Administrative Data Management Corp.(2)

23(h)(ii) Amended Schedule A to Administration Agreement(2)

23(i) Opinion and Consent of Counsel - filed herewith

23(j)(i) Consent of independent accountants -- herewith

23(j)(ii) Powers of Attorney(1)

23(k) Omitted Financial Statements -- None

23(l) Initial Capital Agreements -- None

23(m) Distribution Plan - none

<PAGE>

23(n) Financial Data Schedules - filed herewith

23(o) Rule 18f-3 Plan - none

(1) Incorporated by reference from Post-Effective Amendment No. 12 to
Registrant's Registration Statement (File No. 2-94932) filed on April 20,
1995.

(2) Incorporated by reference from Post-Effective Amendment No. 13 to
Registrant's Registration Statement (File No. 2-94932) filed on April 18,
1996.

<ARTICLE> 6
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<AVERAGE-NET-ASSETS> 1239
<PER-SHARE-NAV-BEGIN> 10.25
<PER-SHARE-NII> .723
<PER-SHARE-GAIN-APPREC> .453
<PER-SHARE-DIVIDEND> (.723)
<PER-SHARE-DISTRIBUTIONS> (.473)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.23
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000759696
<NAME> FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
<SERIES>
<NUMBER> 02
<NAME> 2ND SERIES
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 1713
<INVESTMENTS-AT-VALUE> 1766
<RECEIVABLES> 6
<ASSETS-OTHER> 13
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1785
<PAYABLE-FOR-SECURITIES> 4
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11
<TOTAL-LIABILITIES> 15
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1734
<SHARES-COMMON-STOCK> 166
<SHARES-COMMON-PRIOR> 183
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (23)
<ACCUM-APPREC-OR-DEPREC> 53
<NET-ASSETS> 1765
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 135
<OTHER-INCOME> 0
<EXPENSES-NET> (20)
<NET-INVESTMENT-INCOME> 115
<REALIZED-GAINS-CURRENT> 11
<APPREC-INCREASE-CURRENT> 29
<NET-CHANGE-FROM-OPS> 155
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (115)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1
<NUMBER-OF-SHARES-REDEEMED> 28
<SHARES-REINVESTED> 10
<NET-CHANGE-IN-ASSETS> (235)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> (34)
<GROSS-ADVISORY-FEES> (18)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (37)
<AVERAGE-NET-ASSETS> 1840
<PER-SHARE-NAV-BEGIN> 10.76
<PER-SHARE-NII> .733
<PER-SHARE-GAIN-APPREC> (.148)
<PER-SHARE-DIVIDEND> (.734)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.61
<EXPENSE-RATIO> 1.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
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<NAME> FIRST INVESTORS U.S. GOVERNMENT PLUS FUND
<SERIES>
<NUMBER> 03
<NAME> 3RD SERIES
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 0
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 75
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
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<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8
<NUMBER-OF-SHARES-REDEEMED> 83
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (814)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800

TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100

www.kl.com

April 29, 1999

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

Ladies and Gentlemen:

You have requested our opinion, as counsel to First Investors U.S.
Government Plus Fund (the "Trust"), as to certain matters regarding the issuance
of Shares of the Trust. As used in this letter, the term "Shares" means the
Class A shares of beneficial interest of the 1st Fund and the 2nd Fund, both
series of the Trust.

As such counsel, we have examined certified or other copies, believed by
us to be genuine, of the Trust's Declaration of Trust and by-laws and such
resolutions and minutes of meetings of the Trust's Board of Trustees as we have
deemed relevant to our opinion, as set forth herein. Our opinion is limited to
the laws and facts in existence on the date hereof, and it is further limited to
the laws (other than the conflict of law rules) in the Commonwealth of
Massachusetts that in our experience are normally applicable to the issuance of
shares by unincorporated voluntary associations and to the Securities Act of
1933 ("1933 Act"), the Investment Company Act of 1940 ("1940 Act") and the
regulations of the Securities and Exchange Commission ("SEC") thereunder.

Based on present laws and facts, we are of the opinion that the issuance
of the Shares has been duly authorized by the Trust and that, when sold in
accordance with the terms contemplated by the Post-Effective Amendment No. 17 to
the Trust's Registration Statement on Form N-1A ("PEA"), including receipt by
the Trust of full payment for the Shares and compliance with the 1933 Act and
the 1940 Act, the Shares will have been validly issued, fully paid and
non-assessable.

We note, however, that the Trust is an entity of the type commonly known
as a "Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that all persons
extending credit to, contracting with or having any claim against the Trust or
the Trustees shall look only to the assets of the Trust for payment under such
credit, contract or claim; and neither the Shareholders nor the Trustees, nor
any of their agents, whether past, present or future, shall be personally liable
therefor. It also requires that every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the Trust shall
include a recitation limiting the obligation represented thereby to the Trust
and its assets. The Declaration of Trust further provides: (1) for
indemnification from the assets of the Trust for all loss and expense of any
shareholder held personally liable for the obligations of the Trust by virtue of
ownership of shares of the Trust; and (2) for the Trust to assume the defense of
any claim against the shareholder for any act or obligation of the Trust. Thus,

<PAGE>

First Investors U.S. Government Plus Fund
April 29, 1999
Page 2

the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust or series would be
unable to meet its obligations.

We hereby consent to this opinion accompanying the PEA when it is filed
with the SEC and to the reference to our firm in the PEA.

Very truly yours,

KIRKPATRICK & LOCKHART LLP

By /s/ Robert J. Zutz
--------------------
Robert J. Zutz

Consent of Independent Certified Public Accountants

First Investors Life Series Fund
95 Wall Street
New York, New York 10005

We consent to the use in Post-Effective Amendment No. 24 to the
Registration Statement on Form N-1A (File No. 2-98409) of our report dated
January 29, 1999 relating to the December 31, 1998 financial statements of First
Investors Life Series Fund, which are included in said Registration Statement.

/s/ TAIT, WELLER & BAKER

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 14, 1999