FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B
485BPOS, 1996-04-25
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As filed with the Securities and Exchange Commission on April 25, 1996
    


                                                        Registration No. 2-98410
                                                                        811-4328

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                         Post-Effective Amendment No. 15
    

                                       To

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF A UNIT INVESTMENT TRUST
                            REGISTERED ON FORM N-8B-2
                           PURSUANT TO THE INVESTMENT
                               COMPANY ACT OF 1940

                       FIRST INVESTORS LIFE LEVEL PREMIUM
                             VARIABLE LIFE INSURANCE
                              (SEPARATE ACCOUNT B)
                                 (Name of Trust)

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                               (Name of Depositor)

                                 95 Wall Street
                            New York, New York 10005
                   (Complete address of depositor's principal
                               executive offices)

                               Richard H. Gaebler
                                    President
                     First Investors Life Insurance Company
                                 95 Wall Street
                            New York, New York 10005
                (Name and complete address of agent for service)

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

   
It is proposed that this filing will become effective on April 29, 1996 pursuant
to paragraph (b) of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,  Registrant has
previously  elected to register an  indefinite  number of  securities  under the
Securities Act of 1933. Registrant filed a Rule 24f-2 Notice for its fiscal year
ending December 31, 1995 on February 27, 1996.
    


<PAGE>



                                TABLE OF CONTENTS

                                   TO FORM S-6



Contents of Post-Effective  Amendment No. 15 to Registration  Statement of First
Investors Life Level Premium Variable Life Insurance.



               1.   The Facing Page

               2.   The Prospectus consisting of 48 pages

               3.   The Signature Page

               4.   Written consent of Independent Public Accountants



<PAGE>



                                 FIRST INVESTORS
                               LIFE LEVEL PREMIUM
                             VARIABLE LIFE INSURANCE

                              Cross-Reference Sheet

<TABLE>
<CAPTION>


N-8B-2
Item No.                                                         Location
- --------                                                         --------
<S>     <C>                                                      <C>
1-8     Organizational and General Information                   Front Cover; The Separate Account; Summary of The
                                                                 Policy

9       Material Litigation                                      Not Applicable

10      General Information Concerning the Securities of         Summary of The Policy; The Separate Account;
        the Trust and the Rights of Holders                      Investments of the Account; The Variable Life Policy

11-12   Information Concerning the Securities Underlying         Investments of the Account; The Separate Account
        the Trust's Securities

13      Information Concerning Loads, Fees, Charges and          Charges and Expenses
        Expenses

14-24   Information Concerning the Operations of the             Summary of the Policy; The Separate Account;
        Trust                                                    Investments of the Account; Charges and Expenses

25-27   Organization and Operations of Depositor                 First Investors Life Insurance Company

28      Officials and Affiliated Persons of Depositor            Officers and Directors of First Investors Life
                                                                 Insurance Company

29      Companies Owning Securities of Depositor                 First Investors Life Insurance Company

30      Controlling Persons                                      Not Applicable

31-34   Compensation of Officers and Directors of                First Investors Life Insurance Company
        Depositor

35-38   Distribution of Securities                               First Investors Life Insurance Company; Investments
                                                                 of the Account

41-43   Information Concerning Principal Underwriter             Distribution of Policies

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

N-8B-2
Item No.                                                         Location
- --------                                                         --------
<S>     <C>                                                      <C>
44-45   Offering Price or Acquisition Valuation of               Pertinent Provisions of the Prospectus of First
        Securities of the Trust                                  Investors Life Series Fund (File No.
                                                                 2-98409) incorporated herein by reference

46      Redemption Valuation of Securities of the Trust          Pertinent Provisions of the Prospectus of First
                                                                 Investors Life Series Fund (File No.
                                                                 2-98409) incorporated herein by reference

47      Purchase and Sale of Interests in Underlying             The Separate Account; Charges and Expenses; The
        Securities from and to Security Holders                  Variable Life Policy

48-50   Information Concerning the Trustee or Custodian          Custodian

51      Information Concerning Insurance of Holders of           Appendix I - Other Provisions
        Securities

52      Policy of Registrant                                     Investments of the Account

53      Regulated Investment Company                             Federal Income Tax Status

54-59   Financial and Statistical Information                    The Variable Life Policy; Illustrations of Death
                                                                 Benefits, Cash Values and Accumulated Premiums;
                                                                 Appendix II - Additional Illustration of Death
                                                                 Benefits, Cash Values and Accumulated Premiums;
                                                                 Financial Statements and Auditors' Reports

</TABLE>


<PAGE>


Level Premium Variable Life Insurance Policies

Issued By
First Investors Life Insurance Company

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

      Investors  are  advised  to read and  retain  this  Prospectus  for future
reference.

      This Prospectus describes the Level Premium Variable Life Insurance Policy
(the  "Policy")  offered  by First  Investors  Life  Insurance  Company  ("First
Investors  Life").  The  purpose  of the  Policy is to  provide  life  insurance
coverage  and to  lessen  the  economic  loss  resulting  from the  death of the
Insured.

   
      Policy premiums net of certain  expenses ("net annual  premiums") are paid
into First  Investors  Life  Insurance  Company  Separate  Account B  ("Separate
Account B"). A  Policyowner  elects to have his or her net annual  premiums paid
into one or more of the nine subaccounts of Separate Account B  ("Subaccounts").
The assets of each  Subaccount  are  invested  at net asset value in shares of a
related series of First Investors Life Series Fund (the "Life Series Fund"),  an
open-end diversified  management  investment company.  Target Maturity 2007 Fund
and Target  Maturity  2010 Fund are not  offered  to  Policyowners  of  Separate
Account B.

      The Policy is similar to a limited  payment  whole life  insurance  policy
with a death benefit,  level  premiums,  loan privileges and other features that
are usually associated with a limited payment insurance policy. Unlike the usual
whole life insurance policy,  the Policy is "variable" because the amount of the
insurance coverage and the cash values may increase or decrease depending on the
investment  performance  of the chosen  Subaccount  or  Subaccounts  of Separate
Account B.
    

      The death  benefit  during the first  Policy  year will be the face amount
shown  on the  Policy  (the  "Guaranteed  Insurance  Amount").  On  each  Policy
anniversary,  the amount of coverage may  increase or decrease  depending on the
investment  results of the  designated  Subaccount or  Subaccounts,  but it will
never  be less  than  the  Guaranteed  Insurance  Amount  as long as there is no
outstanding Policy loan and premiums are paid when due.

      The cash value of the Policy will vary from day to day,  depending  on the
investment  results of the  designated  Subaccount or  Subaccounts,  but with no
guaranteed  minimum.  The Policyowner  bears the entire  investment risk and the
Policy's cash value (not the death benefit) could decline to zero.

   
      Replacing  existing insurance with the Policy described in this Prospectus
may not be to your  advantage  because,  among other things,  of the cost of the
Policy during the first few years.

      This Prospectus sets forth the information about the Policies and Separate
Account B that a prospective investor should know before investing and should be
kept for future reference.
    

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

   
               THIS PROSPECTUS IS VALID ONLY WHEN ATTACHED TO THE
            CURRENT PROSPECTUS FOR FIRST INVESTORS LIFE SERIES FUND.

                  The date of this Prospectus is April 29, 1996
    



<PAGE>



THE  PURPOSE OF THE  POLICY IS TO  PROVIDE  LIFE  INSURANCE  PROTECTION  FOR THE
BENEFICIARY  NAMED IN THE POLICY. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY
SIMILAR OR COMPARABLE TO A SYSTEMATIC INVESTMENT PLAN OF A MUTUAL FUND.

                               GENERAL DESCRIPTION

First Investors Life Insurance Company

   
   First Investors Life Insurance Company (TIN 13-1968606),  95 Wall Street, New
York, New York 10005 ("First  Investors  Life"), a stock life insurance  company
incorporated  under  the laws of the  State of New  York in  1962,  writes  life
insurance,  annuities and accident and health insurance. In addition to Separate
Account B, First  Investors  Life also maintains  First  Investors Life Variable
Annuity  Fund A and First  Investors  Life  Variable  Annuity  Fund C.  Variable
annuity  contracts  funded through those accounts are offered  through their own
prospectuses.  First Investors Consolidated Corporation ("FICC") owns all of the
voting common stock of First  Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser")  and all of the  outstanding  stock of First  Investors  Life,  First
Investors Corporation ("FIC" or "Underwriter") and the Transfer Agent. Mr. Glenn
O. Head controls FICC and, therefore, controls the Adviser.
    

   First  Investors Life assumes all of the insurance risks under the Policy and
its assets support the Policy's benefits.  At December 31, 1995, First Investors
Life had assets of over $512 million and over $3.055  billion of life  insurance
in force.  (See First Investors  Life's  financial  statements  under "Financial
Statements.")

Separate Account B

   First Investors Life Insurance  Company Separate Account B, also known by its
proprietary name,  "Insured Series Plan" ("Separate Account B"), was established
on June 4, 1985 under the  provisions of the New York  Insurance  Law.  Separate
Account B is a separate  investment  account to which  assets are  allocated  to
support the benefits under the Life Level Premium Variable Life Insurance Policy
(the "Policy") offered by First Investors Life. Separate Account B is registered
as a unit investment trust under the Investment  Company Act of 1940, as amended
(the "1940 Act"), but such  registration does not involve any supervision of the
management or investment practices or policies of Separate Account B.

   
   The assets of each subaccount of Separate  Account B (the  "Subaccount")  are
invested at net asset  value in shares of the  corresponding  Fund  (singularly,
"Fund," and  collectively,  "Funds") of Life Series Fund. For example,  the Blue
Chip Subaccount invests in the Blue Chip Fund, the Government Subaccount invests
in the Government Fund, and so on. Life Series Fund's  Prospectus  describes the
risks attendant to an investment in each Fund.

   Any and all distributions received from a Fund will be reinvested to purchase
additional  shares  of  the  distributing  Fund  at  net  asset  value  for  the
corresponding Subaccount. Accordingly, no capital distributions are anticipated.
Shares of the Funds in the Subaccounts will be valued at their net asset value.

   Separate Account B is divided into the following  Subaccounts,  each of which
corresponds to the following Fund of Life Series Fund:
    


                                        2

<PAGE>



         Separate Account
           B Subaccount                                    Fund
       --------------------                         ------------------
     Blue Chip Subaccount                          Blue Chip Fund
     Cash Management Subaccount                    Cash Management Fund
     Discovery Subaccount                          Discovery Fund
     Government Subaccount                         Government Fund
     Growth Subaccount                             Growth Fund
     High Yield Subaccount                         High Yield Fund
     International Securities Subaccount           International Securities Fund
     Investment Grade Subaccount                   Investment Grade Fund
     Utilities Income Subaccount                   Utilities Income Fund


   The assets of Separate  Account B are the property of First  Investors  Life.
Each Policy provides that the portion of the assets of Separate  Account B equal
to the reserves and other  liabilities under the Policy with respect to Separate
Account B shall not be  chargeable  with  liabilities  arising  out of any other
business that First  Investors  Life may conduct.  In addition to the net assets
and other liabilities for the Policies, the assets of Separate Account B include
amounts derived from expenses  charged to Separate  Account B by First Investors
Life (see "Charges and Expenses").  From time to time these  additional  amounts
will be  transferred  in cash by First  Investors  Life to its General  Account.
Before  making a transfer,  First  Investors  Life will  consider  any  possible
adverse impact that the transfer may have on Separate Account B.

   First  Investors  Life  reserves  the right to invest the assets of  Separate
Account B in the shares of other  investment  companies or any other  investment
permitted  by law.  Such  substitution  would  be made in  accordance  with  the
provisions of the 1940 Act.

Your Choice of Investment Objective

   
   When a Policy is purchased,  the Policyowner  decides to place the net annual
premium  (premium less certain  deductions)  into at least one but not more than
five of the Subaccounts of Separate Account B to support the Policy's  benefits,
provided the  allocation  to any one  Subaccount is not less than 10% of the net
premium.  The allocation is made on the Policy's issue date and at the beginning
of each Policy year  thereafter.  A portion of the  allocated  amount covers the
cost of insurance  protection.  Coverage  under the Policy  begins in accordance
with the terms of the  Conditional  Receipt  or the issue  date of the Policy in
accordance with the terms of the Policy.  That Subaccount in turn invests in the
corresponding Fund of Life Series Fund, as set forth above. Twice a year, at any
time during the Policy  year,  the  Policyowner  may transfer all or part of the
cash  value  from one  Subaccount  to  another  provided  the cash  value is not
allocated to more than five of the  Subaccounts,  and provided the allocation to
any one Subaccount is not less than 10% of the cash value.  The transfer becomes
effective  on the date of  receipt  of the  transfer  request.  Each  Subaccount
corresponds  to a Fund of Life Series Fund.  The  investment  objectives of each
Fund of Life Series Fund which are offered to Policyowners of Separate Account B
are set forth  below.  See "Life Series  Fund."  There is no assurance  that the
investment  objective of any Fund of Life Series Fund will be realized.  Because
each  Fund of Life  Series  Fund is  intended  to serve a  different  investment
objective,  each is subject to varying  degrees of financial  and market  risks.
When deciding which  Subaccount to utilize,  a Policyowner  should consider that
the Policy's investment return will affect the death benefit, the cash value and
the loan value of the Policy.
    


                                        3

<PAGE>



   As an example,  using the policies  illustrated on pages 19 through 21, First
Investors  Life would  allocate  to the  selected  Subaccount(s)  the  following
amounts for each Policy year:

<TABLE>
<CAPTION>

                                    Male Issue              Male Issue                Male Issue
                                      Age 10                  Age 25                    Age 40
Beginning                           $600 Annual            $1,200 Annual             $1,800 Annual
of Policy                           Premium For             Premium For               Premium For
   Year                            Standard Risk           Standard Risk             Standard Risk
- ---------                          -------------           -------------             -------------
<S>                                  <C>                    <C>                       <C>      
1st...............................   $170.81                $  508.46                 $  927.23
2nd-4th...........................    489.00                 1,008.00                  1,527.00
5th and later.....................    513.00                 1,056.00                  1,599.00

</TABLE>

Life Series Fund

   
   First  Investors  Life  Series  Fund  is a  diversified  open-end  management
investment  company  registered under the 1940 Act. Life Series Fund consists of
eleven  separate  Funds,  nine of which are offered to  Policyowners of Separate
Account B. Target  Maturity 2007 Fund and Target  Maturity  2010 Fund,  separate
Funds of Life Series Fund, are not offered to Policyowners  of Separate  Account
B. The shares of the Funds are not sold  directly to the general  public but are
available  only through the purchase of an annuity  contract or a variable  life
insurance policy issued by First Investors Life.

   The nine Funds of Life Series Fund offered to Policyowners may be referred to
as: First  Investors Life Blue Chip Fund,  First  Investors Life Cash Management
Fund, First Investors Life Discovery Fund, First Investors Life Government Fund,
First Investors Life Growth Fund,  First  Investors Life High Yield Fund,  First
Investors Life  International  Securities  Fund, First Investors Life Investment
Grade Fund and First Investors Life Utilities Income Fund.

   The investment  objectives of each Fund of Life Series Fund which are offered
to Policyowners of Separate Account B are as follows:
    

   Blue Chip Fund.  The  investment  objective of Blue Chip Fund is to seek high
total investment return  consistent with the preservation of capital.  This goal
will be sought by investing, under normal market conditions, primarily in equity
securities of larger,  well-capitalized  companies with high potential  earnings
growth that have shown a history of dividend  payments,  commonly known as "Blue
Chip" companies.

   Cash  Management  Fund. The objective of Cash  Management  Fund is to seek to
earn a high rate of current income  consistent with the  preservation of capital
and  maintenance  of liquidity.  The Cash  Management  Fund will invest in money
market  obligations,  including high quality  securities issued or guaranteed by
the U.S. Government or its agencies and instrumentalities,  bank obligations and
high grade corporate  instruments.  An investment in the Fund is neither insured
nor guaranteed by the U.S.  Government.  There can be no assurance that the Fund
will be able to maintain a stable net asset value of $1.00 per share.

   Discovery  Fund.  The  investment  objective  of  Discovery  Fund  is to seek
long-term capital  appreciation,  without regard to dividend or interest income,
through  investment in the common stock of companies with small to medium market
capitalization  that the Adviser  considers to be undervalued or less well known
in the current marketplace and to have the potential for capital growth.

   Government  Fund. The investment  objective of Government  Fund is to seek to
achieve a significant  level of current income which is consistent with security
and liquidity of principal by

                                        4

<PAGE>



investing,  under normal market  conditions,  primarily in obligations issued or
guaranteed as to principal and interest by the U.S. Government,  its agencies or
instrumentalities  ("U.S. Government  Obligations"),  including  mortgage-backed
securities.

   Growth Fund.  The  investment  objective of Growth Fund is to seek  long-term
capital appreciation. This goal will be sought by investing, under normal market
conditions,  primarily in common stocks of companies and industries selected for
their growth potential.

   High Yield Fund.  The primary  objective of the High Yield Fund is to seek to
earn a high level of current income.  Consistent  with that objective,  the Fund
will also seek growth of capital as a secondary  objective.  The High Yield Fund
seeks to attain its objectives  primarily  through  investments in  lower-grade,
high-yielding,  high risk debt securities.  Investments in high yield, high risk
securities,  commonly  referred to as "junk  bonds,"  may entail  risks that are
different or more pronounced than those involved in higher-rated securities. See
"High Yield Securities--Risk Factors" in Life Series Fund's Prospectus.

   International   Securities  Fund.  The  primary  objective  of  International
Securities Fund is to seek long-term capital growth.  As a secondary  objective,
the Fund seeks to earn a reasonable  level of current income.  These  objectives
are sought, under normal market conditions, through investment in common stocks,
rights and warrants,  preferred stocks,  bonds and other debt obligations issued
by companies or governments of any nation,  subject to certain restrictions with
respect to concentration and diversification.

   Investment Grade Fund. The investment  objective of the Investment Grade Fund
is to seek a maximum level of income  consistent  with  investment in investment
grade debt securities.

   Utilities Income Fund. The primary  objective of the Utilities Income Fund is
to seek high  current  income.  Long-term  capital  appreciation  is a secondary
objective. These objectives are sought, under normal market conditions,  through
investment in equity and debt securities  issued by companies  primarily engaged
in the public utilities industry.

   
   No offer  will be made of a Policy  funded by the  underlying  Fund  unless a
current Life Series Fund  Prospectus has been  delivered.  Each Fund of the Life
Series Fund may be referred to as "Fund" or "Series" in the underlying Policies.

   For more complete  information  about each of the Funds  underlying  Separate
Account B, including management fees and other expenses,  see Life Series Fund's
Prospectus.  The Prospectus  details each Fund's  investment  goals,  management
strategies, investment restrictions, portfolio turnover, and the inherent market
and financial  risks of an investment in the Fund's  shares.  It is important to
read the Prospectus carefully before you decide to invest.  Additional copies of
Life Series  Fund's  Prospectus,  which is attached  hereto,  may be obtained by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005 or by calling (212)  858-8200.  There can be no assurance that any of
the objectives of the Funds will be achieved.
    

Changes in Fund Investment Policies and Restrictions

   
   The investment policies and restrictions of the Funds are set forth above and
within Life Series Fund's Prospectus.  Fundamental policies of a Fund may not be
changed without the approval of a majority vote of Policyowners investing in the
Subaccount  which  invests  in that  Fund in  accordance  with the 1940 Act (see
"Voting Rights").  Changes in such investment  policies may be made without such
approval when required by state insurance regulatory authorities. The investment
policies may
    

                                        5

<PAGE>



not be changed if such change is  disapproved  by First  Investors Life although
any such disapproval may not be unreasonable. Such a change would be disapproved
only if it violated state law or was prohibited by state regulatory  authorities
or if First  Investors  Life  determined  that the change  would have an adverse
effect on its  general  account  because  it would  result in  unsound or overly
speculative investments. If First Investors Life disapproves a change, a summary
of the change and the  reasons  for  disapproval  will be set forth in the Proxy
Statement for Life Series Fund's next Special Meeting of Shareholders.

Adviser

   First Investors Management Company, Inc., 95 Wall Street, New York, NY 10005,
a  New  York  corporation,  supervises  and  manages  each  Fund's  investments,
supervises all aspects of each Fund's  operations and, except for  International
Securities Fund and Growth Fund, determines each Fund's portfolio  transactions.
The Adviser  serves as such under an  advisory  agreement  dated June 13,  1994,
which was  approved,  with respect to each Fund,  by Life Series Fund's Board of
Trustees and by the shareholders of each Fund. See Life Series Fund's Prospectus
for the  amount of  advisory  fees paid by each Fund for the  fiscal  year ended
December 31, 1995.

Subadviser

   Wellington  Management Company,  75 State Street,  Boston, MA 02109 ("WMC" or
"Subadviser"),  has been  retained by the Adviser and Life Series Fund on behalf
of  International  Securities  Fund  and  Growth  Fund as each of  those  Fund's
investment  subadviser.  The  Subadviser  serves  as such  under  a  subadvisory
agreement  dated June 13, 1994 which was approved by Life Series Fund's Board of
Trustees and by the shareholders of the International Securities Fund and Growth
Fund.  The Adviser has  delegated  discretionary  trading  authority to WMC with
respect  to all the assets of  International  Securities  Fund and Growth  Fund,
subject to the continuing oversight and supervision of the Adviser and the Board
of Trustees.  As compensation for its services,  WMC is paid by the Adviser, and
not by either Fund, a fee which is computed daily and paid monthly.

Underwriter

   
   First Investors Life and Separate Account B have entered into an Underwriting
Agreement with their affiliate,  FIC, 95 Wall Street,  New York, New York 10005.
For the fiscal years ended  December 31, 1993,  1994 and 1995, FIC received fees
of $3,417,097,  $4,048,086 and $4,963,368,  respectively, in connection with the
distribution  of Policies in a continuous  offering.  First  Investors  Life has
reserved the right in the Underwriting  Agreement to sell the Policies directly.
The  Policies  are sold by  insurance  agents  licensed  to sell  variable  life
insurance  policies,  who are registered  representatives  of the Underwriter or
broker-dealers who have sales agreements with the Underwriter.
    

                              CHARGES AND EXPENSES

   First  Investors  Life  guarantees  that it will not  increase  the amount of
premiums,  charges  deducted from premiums and the charges to the  Subaccount(s)
for mortality and expense risks.

Charges Deducted from Premiums

   AMOUNT ALLOCATED TO SELECTED SUBACCOUNT. The amount allocated to the selected
Subaccount(s) for a standard mortality risk Policy is the annual premium you pay
less the  premiums  for any  optional  insurance  benefits  and less the charges
listed below, which are allocated to First Investors Life's General Account.

                                        6

<PAGE>



   ANNUAL CHARGE.  A $30 charge,  which will be made in each Policy year, is for
annual  administrative  expenses,  including  premium  billing  and  collection,
recordkeeping,  processing  death benefit  claims,  cash  surrenders  and Policy
changes,  reporting and other  communications  to Policyowners.  This charge has
been set at a level that will recover no more than the actual  costs  associated
with administering the Policy.

   ADDITIONAL  FIRST YEAR  ADMINISTRATIVE  CHARGE.  A charge in the first Policy
year at the rate of $5 per $1,000 of initial  face amount of  insurance or a pro
rata portion  thereof,  is made to cover  administrative  expenses in connection
with the issuance of the Policy.  Such expenses  include  medical  examinations,
insurance underwriting costs, and costs incurred in processing  applications and
establishing  permanent Policy records. This charge has been set at a level that
will recover no more than the actual costs  associated  with  administering  the
Policy.

   SALES LOAD. A charge,  which is deemed to be a "sales load" as defined in the
1940 Act, not to exceed the following percentages of the annual premium, will be
charged as follows:

                  Years                                     Maximum Percentages
                  -----                                     -------------------
                    1............................................. 30%
                   2-4............................................ 10%
            5 and thereafter......................................  6%

   The amount of the "sales load" in any Policy year is not specifically related
to sales  expenses for that year.  First  Investors  Life expects to recover its
distribution costs solely from sales charges over the life of the Policy.

   STATE PREMIUM TAX CHARGE.  This charge is 2% of the annual  premium.  Premium
taxes vary from state to state and the 2% rate is the average  rate  expected to
be paid on  premiums  received  in all states  over the  lifetime of the Insured
covered by the Policy.

   RISK CHARGE.  This is a maximum 1.5% charge of the annual  premium,  to cover
the contingency that the Insured would die at a time when the guaranteed minimum
death  benefit  exceeds the death  benefit  which would have been payable in the
absence of the guaranteed minimum death benefit.

   OTHER CHARGES. The extra premium charged for sub-standard life insurance risk
and the charge for  premiums  not paid on an annual  basis is deducted  from the
gross premium upon receipt.

   
   Deductions  and the accrual for the above charges  begin on a Policy's  issue
date. For the fiscal year ended December 31, 1995, First Investors Life received
$4,265,000 in sales charges and $3,464,000 in administrative fees.
    

Expenses Charged to Separate Account B

   CHARGE FOR MORTALITY AND EXPENSE  RISKS.  First  Investors Life makes a daily
charge to each  Subaccount  for  mortality  and expense  risks  assumed by First
Investors  Life.  The charge is computed at an effective  annual rate of .50% of
the value of the Subaccount's assets attributable to the Policies.

   The mortality  risk assumed is that the Insured may live for a shorter period
of time than estimated and,  therefore,  a greater amount of death benefits than
expected will be payable in relation to the amount of the premiums received. The
expense risk assumed is that expenses  incurred in issuing and administering the
Policies will be greater than estimated. First Investors Life

                                        7

<PAGE>



will  realize a gain from this  charge to the extent it is not needed to provide
for benefits and expenses under the Policies.

   COST OF  INSURANCE.  After the net  annual  premium is placed  into  Separate
Account B, a charge is made for the cost of insurance  protection  (see "Cost of
Insurance Protection").

   CHARGES FOR INCOME TAXES.  First  Investors  Life  currently  does not charge
Separate  Account  B  for  its  corporate  Federal  income  taxes  that  may  be
attributable to Separate Account B. However,  First Investors Life may make such
a charge in the  future.  Charges for other  applicable  taxes  attributable  to
Separate  Account B may also be made (see  "Charges for First  Investors  Life's
Income Taxes").

Expenses Charged to the Fund

   BROKERAGE CHARGES. The Funds bear the cost of brokerage commissions, transfer
taxes and other fees related to securities transactions.  See Life Series Fund's
Statement of Additional Information for the amount of brokerage commissions paid
by the Funds for the fiscal year ended December 31, 1995, all of which were paid
to unaffiliated dealers.

   OTHER CHARGES.  Each Subaccount purchases shares of the corresponding Fund at
net asset value.  The net asset value of those shares  reflects  management fees
and  expenses  already  deducted  from the  assets of the Fund.  Those  fees and
expenses are described in detail in Life Series Fund's Prospectus.

                            THE VARIABLE LIFE POLICY

General

   The  following  discussion  summarizes  important  provisions  of the  Policy
offered by this Prospectus.  Appendix I to this Prospectus contains summaries of
other provisions. These discussions assume that premiums have been duly paid and
there have been no Policy  loans.  The death benefit and cash value are affected
if premiums are not duly paid or if a Policy loan is made. For information about
a default in premium payment, see  "Premiums-Default  and Options on Lapse." For
loan information,  see "Loan Provisions." Policy years and anniversaries will be
measured  from the Date of Issue,  and each  Policy  year will  commence  on the
anniversary of the Date of Issue.

Death Benefit

   The death benefit is the amount paid to the  beneficiary  at the death of the
Insured.  It will be the sum of the Guaranteed  Insurance Amount (face amount of
the Policy) plus, if positive,  the variable  insurance amount for each selected
Subaccount  as  described  below.  The benefit  will be increased to reflect any
insurance  on the life of the Insured  added by rider and any premium paid which
applies to a period of time beyond the Policy  month in which the Insured  dies.
It will be reduced by any Policy loan and loan  interest and any unpaid  premium
which  applies to a period prior to and  including the Policy month in which the
Insured dies.

   Generally, payment is made within seven days after all claim requirements are
received by First  Investors Life at its Home Office.  Interest is paid on death
proceeds  from the date of death until  payment is made at the annual rate First
Investors  Life is paying  under the payment  option when  proceeds  are left on
deposit with First Investors Life, or at a higher rate if required by law.


                                        8

<PAGE>



   THE GUARANTEED MINIMUM. The death benefit is guaranteed never to be less than
the Policy's face amount.  The Policy's face amount is constant  throughout  the
life of the Policy.  During the first Policy year, the death benefit is equal to
the Guaranteed Insurance Amount.  Thereafter, the death benefit is determined on
each Policy anniversary,  and it remains level during the following Policy year.
The death benefit  payable,  therefore,  depends on the Policy year in which the
Insured dies.

   
   THE VARIABLE INSURANCE AMOUNT. The death benefit is made up of two parts: the
Guaranteed Insurance Amount and, if positive,  the variable insurance amount for
each selected Subaccount.  The variable insurance amount reflects the investment
results of the selected  Subaccount(s).  During the first Policy year, the death
benefit is the Guaranteed Insurance Amount because the variable insurance amount
is zero. On the first Policy  anniversary,  and on each anniversary  thereafter,
the investment results for the preceding Policy year are ascertained. If the net
investment  return on the Policy's  benefit base ("Net  Investment  Return") for
each  selected  Subaccount  is 4%, then the variable  insurance  amount does not
change.  The  "benefit  base" is the  amount at work  earning  a return  under a
Policy.
    

   If the Net Investment  Return for each selected  Subaccount for the preceding
Policy year is greater than 4%, the variable insurance amount increases.  If the
Net Investment  Return is less than 4%, the variable  insurance amount decreases
(but the death benefit never goes below the Guaranteed  Insurance  Amount).  The
variable  insurance amount is set on each Policy anniversary and remains at that
amount until the next Policy  anniversary.  The  percentage  change in the death
benefit is not the same as the Net Investment Return.

   
   We call the amount by which the Net Investment Return is more or less than 4%
the "investment return". The change in the variable insurance amount on a Policy
anniversary  equals  the  amount of  insurance  purchased  under a Policy or the
amount  of  insurance  coverage  cancelled  under a Policy  which  results  from
positive or negative investment return, respectively. To calculate the change in
the variable  insurance  amount,  First Investors Life uses a net single premium
per $1 of  paid-up  whole  life  insurance  based  on the  Insured's  age at the
anniversary.  Thus, if the investment return for a male age 25 is $100, positive
or negative,  the variable  insurance  amount will  increase or decrease by $542
(see net single premium amounts on next page).
    

   For example,  using the policy  illustration  for a male issue age 25 on Page
20, and assuming the 8% hypothetical  gross annual investment return (equivalent
to a Net Investment Return of approximately  6.55%),  the change in the variable
insurance amount on the 6th Policy anniversary and the change on the 12th Policy
anniversary are calculated as follows:


                                        9

<PAGE>


<TABLE>
<CAPTION>

                                                                      Calculation of Change in
                                                                    Variable Insurance Adjustment
                                                                    Amount at End of Policy Year
                                                                   -------------------------------
                                                                       6                    12
                                                                   ---------            ----------
<S>                                                                <C>                  <C>       
   
(1)   Cash Value End of Prior Year.........................        $4,972.00            $14,529.00
(2)   Net Premium..........................................         1,056.00              1,056.00
(3)   Benefit Base Beginning of
      Current Policy Year: (1)+(2).........................         6,028.00             15,585.00
(4)   Actual Net Investment Return
      (.064399) less the Base
      Rate of Return which is
      the Assumed Rate (.04)...............................          .024399               .024399
(5)   Investment Return (3)x(4)............................           147.08                380.25
(6)   Net Single Premium at
      End of Current Year..................................          0.22416               0.27338
(7)   Change in Variable Adjustment
      Amounts (5) divided by (6)...........................         $ 656.14            $ 1,390.92
    

</TABLE>

Figures are rounded.


   
   It should be noted that, as shown in the table below,  the net single premium
increases  as the  Insured  advances in age and thus  larger  dollar  amounts of
investment  return are  required  each year to result in the same  increases  or
decreases in the variable insurance amount.
    

   Net Single Premium.  A Policy includes a table of net single premiums used to
convert the  investment  return for a Policy into  increases or decreases in the
variable  insurance  amount.  This purchase  basis does not depend upon the risk
classification of a Policy or any changes in the Insured's health after issue of
a Policy.  The net single  premium will be lower for a Policy issued to a female
than for a Policy issued to a male, as shown below.

                                                    Variable Insurance
                                                     Adjustment Amount
                          Net Single Premium       Purchased or Cancelled
          Male           Per $1.00 of Variable           by $1.00 of
      Attained Age         Insurance Amount           Investment Return
      ------------         ----------------           -----------------
            5                 $.09884                      $10.12
           15                  .13693                        7.30
           25                  .18452                        5.42
           35                  .25593                        3.91
           45                  .35291                        2.83
           55                  .47352                        2.11
           65                  .60986                        1.64

                                                    Variable Insurance
                                                     Adjustment Amount
                          Net Single Premium       Purchased or Cancelled
         Female          Per $1.00 of Variable           by $1.00 of
      Attained Age         Insurance Amount           Investment Return
      ------------         ----------------           -----------------
            5                 $.08195                      $12.20
           15                  .11326                        8.83
           25                  .15684                        6.38
           35                  .21872                        4.57
           45                  .30185                        3.31
           55                  .40746                        2.45
           65                  .54017                        1.85

   The variable  insurance amount is cumulative and reflects the accumulation of
increases  and decreases  from past Policy years.  The amount may be positive or
may be negative, depending on the

                                       10

<PAGE>



investment  performance  of the  designated  Subaccount(s)  during  the time the
Policy  is in  force.  If,  at the time of the  Insured's  death,  the  variable
insurance  amount is  negative,  then the  insurance  benefit is the  Guaranteed
Insurance  Amount.  Good investment  performance  must first offset any negative
variable insurance amount before there can be a positive amount.

   An example of the death  benefit  using the  policy  illustration  for a male
issue  age 25 on  Page  20,  and  assuming  the  8%  hypothetical  gross  annual
investment  return  (equivalent  to a Net  Investment  Return  of  approximately
6.55%),  the death benefit shown for the end of Policy year 5 would  increase to
the amount shown for the end of Policy year 6 for the Policy, as follows:

<TABLE>
<CAPTION>

                                     Guaranteed
                                      Insurance           Variable
   Variable Life                       Amount        +     Insurance     =         Death
      Policy                           Minimum              Amount                Benefit
      ------                           -------              ------                -------
<S>                                     <C>                <C>                   <C>    
End of Policy Year 5..........          $51,908            $1,489                $53,398
Increase......................             --                 657                    657  (1.2% Increase)
End of Policy Year 6..........          $51,908            $2,146                $54,055

</TABLE>

   If, instead,  the gross annual  investment return in the year illustrated had
been 0% (equivalent to a Net Investment  Return of  approximately  -1.45%),  the
death benefit would have  decreased by $1,464 (a 2.7%  decrease),  and the death
benefit for the end of Policy year 6 would have been $51,934.

   
   At a given Net  Investment  Return rate,  the dollar amount of an increase or
decrease  in the  variable  insurance  amount  is  greater  when  assets  in the
Subaccount(s)   supporting  the  death  benefit  under  a  Policy  are  greater.
Therefore, the change in the variable insurance amount (which affects the change
in the death  benefit) is expected to be greater in the later  Policy years when
those assets are expected to be higher in relation to the death benefit, than in
the early Policy years when those assets are relatively low.
    

   For example,  as shown in the example  above for a male issue age 25 assuming
the  8%  hypothetical  gross  annual  investment  return  (equivalent  to a  Net
Investment  Return of  approximately  6.55%),  the death  benefit for the end of
Policy year 6 is 1.2%  higher than the death  benefit for the end of Policy year
5. The death benefit for that Policy at the end of Policy year 12,  assuming the
8% hypothetical  gross annual investment  return,  would be 2.4% higher than the
death benefit for the end of Policy year 11 (not shown on Page 20), as follows:

<TABLE>
<CAPTION>

                                     Guaranteed
                                      Insurance           Variable
   Variable Life                       Amount        +     Insurance     =         Death
      Policy                           Minimum              Amount                Benefit
      ------                           -------              ------                -------
<S>                                     <C>                <C>                   <C>    
End of Policy Year 11.........          $51,908            $7,258                $59,166
Increase......................             --               1,391                  1,391  (2.4% Increase)
End of Policy Year 12.........          $51,908            $8,649                $60,557

</TABLE>

   Where a Policy's  death  benefit for a Policy  year  (after the first  Policy
year)  was  equal  to the  Guaranteed  Insurance  Amount  because  the  variable
insurance  amount was  negative,  the death  benefit  would  increase  above the
Guaranteed  Insurance Amount on a Policy  anniversary only if the Net Investment
Return for the preceding Policy year was sufficiently  greater than 4% to result
in a positive variable insurance amount and, accordingly,  a death benefit above
the Guaranteed Insurance Amount. For example, assume the Policy for a male issue
age 25  illustrated  on Page 20 had a 0%  hypothetical  gross annual  investment
return for the first five policy  years  (which  results in a negative  variable
insurance amount). In order for there to be an increase in the death benefit

                                       11

<PAGE>



above the  Guaranteed  Insurance  Amount for Policy year 7 (the amount shown for
the end of Policy  year 6), the Net  Investment  Return for Policy  year 6 would
have to be at least 17.5%.

   NET INVESTMENT RETURN. On each Policy anniversary,  the Net Investment Return
of the designated  Subaccount(s) is computed separately for each Policy. The Net
Investment   Return  reflects  the  investment   performance  of  each  selected
Subaccount  from the  first  day of the  Policy  year  until the last day of the
Policy year. It reflects each Subaccount's:

   
   Investment  income (net of Series  expenses);  
   Plus  realized and  unrealized capital gains; 
   Minus realized and unrealized  capital losses;  
   Minus charges, if any, for taxes;
   Minus a charge not exceeding .50% per year for mortality and expense risks.
    

   The  method of  calculating  the Net  Investment  Return is  detailed  in the
Policy.  The Net Investment  Return for a Policy year is not the same as the Net
Investment  Return for the  Subaccount(s)  for a calendar year unless a Policy's
anniversary is the last day of the calendar year.

   VALUATION OF ASSETS. For purposes of computing the Net Investment Return, the
value  of the  assets  of each  Subaccount  are  determined  as of the  close of
business on each business day.

   First Investors Life daily calculates the asset valuation of each Subaccount.
The net asset value of a Fund's  share is  determined  by the Fund in the manner
set forth in Life Series Fund's prospectus.

Cash Value

   AMOUNT OF CASH VALUE.  The cash value of the Policy on any date is the sum of
the cash  value  you have in each  Subaccount  in which you have  invested.  The
amounts of the cash value you have in each  Subaccount will vary daily depending
on investment  experience.  The cash value of each Subaccount at the end of each
Policy  year  is the  amount  of the  tabular  cash  value  attributable  to the
Subaccount(s)  on that date plus or minus the net single premium for the current
variable insurance amount attributable to the Subaccount(s) on that date. If the
date is other than the Policy anniversary date, the cash value will be increased
or decreased  depending on the investment results of the Subaccount(s)  selected
for the time  elapsed  since the last Policy  anniversary.  This assumes that no
premium is due and unpaid.  In calculating the cash value,  adjustments are made
for  the  net  premium,  the  investment  results  and  the  cost  of  insurance
protection. (See below for an explanation of the Cost of Insurance Protection.)

   For example,  using the Policy  illustration  for a male issue age 25 on Page
20, and assuming the 8% hypothetical  gross annual investment return (equivalent
to a Net Investment Return of approximately 6.55%), the cash value shown for the
end of Policy year 5 would  increase  to the amount  shown for the end of Policy
year 6 for the Policy as follows:

     (1)  Cash Value End of Prior Year..............................      $4,972
     (2)  Net Premium...............................................       1,056
     (3)  Benefit Base Beginning of Current Policy Year 6: (1)+(2)..       6,028
     (4)  Actual Rate of Return.....................................     .064399
     (5)  Actual Investment Return (3)x(4)..........................         388
     (6)  Benefit Base End of Policy Year 6: (3)+(5)................       6,416
     (7)  Cost of Insurance During Policy Year 6....................          84
     (8)  Cash Value End of Policy Year 6: (6)-(7)..................       6,332


                                       12

<PAGE>



   
   The cash value is not  guaranteed.  The Policy offers the possibility of cash
value appreciation resulting from good investment performance, although there is
no assurance that such appreciation will occur. It is also possible, due to poor
investment performance,  for the cash value to decline to the point of having no
value or, in fact,  a  negative  value.  Subsequent  net  premium  payments  and
investment  returns  would be credited  against  the  negative  cash value.  The
Policyowner bears all the investment risk as to the amount of the cash value. It
is unlikely  that the Policy will have any cash value until the later  months of
the first Policy year (see "Additional First Year Administrative  Charge").  The
cash value stated in the  illustrations on Pages 19 to 21 and Pages 30 to 32 are
at the  end  of the  Policy  years  shown,  assuming  the  various  hypothetical
investment  returns,  the cash value as of the end of the preceding Policy year,
adjusted to reflect the Net  Investment  Return of each  Subaccount in which you
have invested,  the cost of the insurance protection and premiums paid since the
Policy's last anniversary.
    

   TRANSFER  RIGHTS.  Twice a year, at any time during the Policy year,  you may
transfer part or all of your cash value from the  Subaccounts  you are in to any
other Subaccounts  provided the cash value is not allocated to more than five of
the Subaccounts.

   
   SURRENDER FOR CASH VALUE.  The  Policyowner  may surrender the Policy for its
cash value at any time while the Insured is living.  The amount  payable will be
the cash value next computed after the request is received at the Home Office of
First  Investors  Life.  Surrender will be effective on the date First Investors
Life has received both the Policy and a written  request in a form acceptable to
First Investors Life.  First Investors Life will usually pay the surrender value
within 7 days,  but payment may be delayed if a recent  payment by check has not
yet cleared the bank,  when First  Investors  Life is not able to determine  the
amount  because  the New York  Stock  Exchange  is  closed  for  trading  or the
Securities and Exchange  Commission  ("Commission")  determines  that a state of
emergency exists or for such other periods as the Commission may by order permit
for the protection of security holders.  Interest will be paid if payment of the
surrender  value is delayed  beyond 7 days. In addition,  under federal tax laws
withholding taxes may be deducted from the surrender value.
    

Cost of Insurance Protection

   First Investors Life issues  variable life insurance  policies to individuals
with standard mortality risks and to individuals with higher mortality risks, as
permitted by First Investors Life's  underwriting  rules. A higher gross premium
is charged for the person with the higher  mortality  risk.  Given the same age,
sex  and  insurance  face  amount,   the  net  annual  premium  going  into  the
Subaccount(s)  is the same for the  standard  risk and the higher  risk  person.
Also,  the cost of  insurance  deducted  from the  Subaccount(s)  (item 7 in the
example above) would be the same for each such individual.  First Investors Life
uses the 1980  Commissioners'  Standard Ordinary  Mortality Table to actuarially
compute  the cost of  insurance  for each  Policy,  except  mortality  rates for
extended term  insurance are from the  Commissioners'  1980 Extended Term Table.
The cost is based on the net  amount of  insurance  at risk (the  Policy's  face
amount plus the variable  insurance amount less the cash value) and the person's
sex and attained age. The amount that is deducted each year is different because
as the person's age increases the probability of death generally increases.  The
net amount of insurance at risk may decrease or increase each year  depending on
investment experience of the selected Subaccount(s).


                                       13

<PAGE>



Loan Provision

   LOAN PRIVILEGE. The Policyowner may borrow up to 75% of the cash value during
the first  three  Policy  years or 90% of the cash value  after the first  three
Policy  years  upon  assignment  to First  Investors  Life of the Policy as sole
security.  Interest  will be charged  daily at an  effective  annual  rate of 6%
compounded  on each  Policy  anniversary.  In  general,  the loan amount is sent
within seven days of receipt of the request. Except when used to pay premiums, a
new loan will not be permitted  unless it is at least $100. The  Policyowner may
repay all or a portion of any loan and  accrued  interest  while the  Insured is
living and the Policy is in force.

   EFFECT OF LOAN. A loan does not affect the amount of the premiums due. When a
loan is taken out, a portion of the cash value equal to the loan is  transferred
from the Subaccount(s) to First Investors Life's General Account.  Loans will be
charged to each Subaccount in proportion to the investment in each Subaccount as
of the date of the Policy loan.  The amount  maintained  in the General  Account
will not be credited  with the Net  Investment  Return  earned by  Subaccount(s)
during the  period the loan is  outstanding.  Instead,  it grows at the  assumed
interest rate of 4%, in accordance  with the tabular cash value  calculations as
filed with the state insurance departments.  Therefore, a Policy's death benefit
above the Guaranteed  Insurance Amount and a Policy's cash value are permanently
affected by any loan whether or not repaid in whole or in part.

   Recall  that  the  death  benefit  is made up of two  parts:  the  Guaranteed
Insurance  Amount and, if  positive,  the  variable  insurance  amount (see "The
Guaranteed  Minimum" and "The Variable Insurance  Amount").  The cash value, the
variable  insurance  amount and the death  benefit  in excess of the  Guaranteed
Insurance  Minimum,  if any, are dependent upon the Net Investment Return of the
Subaccount(s).  During  periods of  favorable  investment  return (a net rate of
return greater than 4%), an outstanding  Policy loan will result in lower Policy
values than would have otherwise resulted in the absence of any indebtedness.

   For example,  use the Policy for a male issue age 25  illustrated on Page 20,
and assume the 8% gross annual investment return and that a $3,000 loan was made
at the end of Policy  year 9. For the end of Policy  year 10, the death  benefit
and cash value  would be $57,612 and  $12,612,  respectively.  (The  outstanding
indebtedness  would be deducted from these amounts upon death or surrender.) The
differences between these amounts and the $57,898 death benefit and $12,685 cash
value shown on Page 20 for Policy year 10 result because the portion of the cash
value equal to the indebtedness which is transferred from the Subaccount(s) does
not reflect the Subaccount(s) Net Investment Return of approximately 6.55%.

   However,  outstanding indebtedness will diminish the adverse effect on Policy
values during a period of  unfavorable  investment  return (a net rate of return
less  than 4%)  because  the  portion  of the cash  value  transferred  from the
Subaccount(s)  to the General Account will grow at the assumed rate of 4%. Thus,
a Policy loan can protect the cash value from  decreasing if the Net  Investment
Return is less than 4%.

   Interest will be charged  daily at an effective  annual rate of 6% compounded
on each Policy  anniversary.  Interest is payable at the end of each Policy year
and on the date the loan is repaid.  If interest is not paid when due,  the loan
will be increased by that amount and an equivalent  amount of cash value will be
transferred from the Subaccount(s) to the General Account.  Loan repayments will
be  credited  to  each  Subaccount  in  proportion  to the  investment  in  each
Subaccount as of the date of repayment.


                                       14

<PAGE>



   The amount of any outstanding loan plus interest is subtracted from the death
benefit or the cash value on payment.  Whenever the then  outstanding  loan with
accrued interest equals or exceeds the cash value, the Policy terminates 31 days
after notice has been mailed by First  Investors Life to the Policyowner and any
assignee of record at their last known  addresses,  unless a  repayment  is made
within that period.
       
Premiums

   ALLOCATION OF PREMIUM. At the time of application, the Policyowner decides to
place his or her net annual premium (see "Charges  Deducted from Premiums") into
any one or more of the  Subaccounts.  The  death  benefit  and  cash  value  may
increase or  decrease  depending  on the  investment  performance  of the chosen
Subaccount(s).

   PAYMENT PERIODS AND FREQUENCY.  Premiums are payable  annually or may be paid
more frequently as elected by the Policyowner. Payments are due on or before the
due dates as specified in the Policy at the Home Office of First Investors Life.
Premium payments  received before they are due will be placed in First Investors
Life's General Account.  On the day the premium payment is due, the premium will
be credited to the Subaccount(s)  selected by the Policyowner.  Premiums for the
Policy are payable  for twelve  years.  A refund  will be made of premiums  paid
which are  applicable to any period which extends beyond the end of the month in
which the Insured's death occurs.

   LEVEL  PREMIUMS.  The  level  premiums  act as an  averaging  device to cover
expenses,  which are  highest  in the early  Policy  years,  and the cost of the
mortality  risk,  which  increases  with age.  Thus,  in the early Policy years,
premiums  are higher than needed to pay death  claims,  while in the later years
premiums  are less than  required  to meet the death  claims.  Accordingly,  the
assets allocated to the Subaccount(s) in the early Policy years are used in part
to  support  the  expected  death  claims  in  those  years,  with  the  balance
accumulated  as a  reserve  to help meet the  death  claims in the later  Policy
years.  Also,  assets are allocated to First Investors Life's General Account to
accumulate as a reserve to cover the contingency  that the Insured will die at a
time when the guaranteed  minimum death benefit  exceeds the death benefit which
would have been payable in the absence of such guarantee. In setting its premium
rates, First Investors Life took into consideration actuarial estimates of death
and surrender benefits, lapses, expenses, investment experience and an amount to
be contributed to First Investors Life's surplus.

   PREMIUM  RATES.  When  payments are made on other than an annual  basis,  the
aggregate premium amounts for a Policy year are higher,  reflecting  charges for
loss of interest and additional billing and collection expenses.  The additional
charge is deducted from these premiums when they are received.

                          Premiums on Installment Basis
                     (as a percentage of an annual premium)

                                                          Aggregate Premiums
      Frequency                       Each Premium          For Policy Year
      ---------                       ------------          ---------------
      Annual..........................   100.00%                100.00%
      Semiannual......................    51.00                 102.00
      Quarterly.......................    26.00                 104.00
      Pre-authorized Monthly..........     8.83                 105.96

   Under a  pre-authorized  monthly  plan,  premiums are  automatically  paid by
charges made against the Policyowner's bank account.

                                       15

<PAGE>



   AUTOMATIC PREMIUM LOAN PROVISION.  Any premium not paid before the end of the
grace period  (described below) will be paid by charging the premium as a Policy
loan against the Policy  provided the Automatic  Premium Loan provision has been
elected in the  application for the Policy or is elected in writing and received
by First  Investors  Life at its Home  Office  while no premium  is in  default;
provided,  the  resulting  Policy loan and loan interest to the next premium due
date do not exceed the loan value.

   The  Automatic  Premium Loan  Provision may be revoked at any time by written
request  from  the  Policyowner  received  by First  Investors  Life at its Home
Office.

   DEFAULT AND OPTIONS ON LAPSE. A premium not paid on or before its due date is
in default, but the Policy provides for a 31-day grace period for the payment of
each premium  after the due date.  The  insurance  continues in force during the
grace period,  but, if the Insured dies during the grace period,  the portion of
the premium due which is  applicable  to the period from the premium due date to
the end of the Policy  month in which death  occurs is  deducted  from the death
benefit.

   
   Within 60 days after the date of default, if a Policy is not surrendered, the
cash value less any loans and  interest  may be  applied to  purchase  continued
insurance.  The options are for reduced paid-up whole life insurance or extended
term insurance.  Under the Policy,  the extended term insurance  option would be
the automatic option if no other election was selected.  However, that option is
available  only in  standard  risk  cases.  If the  Policy  was  rated for extra
mortality  risks,  the paid-up  insurance  will be the  automatic  option.  Both
options are for fixed life  insurance  and neither  option  requires the further
payment of premiums.
    

   The reduced  paid-up whole life insurance  option  provides a fixed and level
amount of paid-up  whole life  insurance.  The amount of  coverage  will be that
which  the  surrender  value on the  date  the  option  becomes  effective  will
purchase.  The extended term insurance  option provides a fixed and level amount
of term insurance equal to the death benefit (less any  indebtedness)  as of the
date the option became effective.  The insurance coverage under this option will
continue for as long a period as the surrender value on such date will purchase.

   For example,  use the Policy for a male issue age 25  illustrated  on Page 20
and assume the 0% and 8% hypothetical  gross annual  investment  returns.  If an
option  became  effective  at the end of  Policy  year 5,  the  fixed  insurance
coverage under these Policies would be as follows:

                                             0%                          8%
                                          --------                    -----
     Cash Value......................    $  3,992                  $  4,972
     Reduced Paid-up Insurance.......      18,406                    22,925
                                         for life                  for life
     Extended Term Insurance.........      51,908                    53,398
                                        for 25 years              for 28 years

   A Policy  continued under either option may be surrendered for its cash value
while the Insured is living. Loans are available under the reduced paid-up whole
life insurance option, but not under the extended term insurance option.

   REINSTATEMENT.  A Policy not surrendered for its cash value may be reinstated
within five years from the date of default in  accordance  with the  Policy.  To
reinstate,  the Policyowner must present evidence of insurability  acceptable to
First Investors Life and must pay to First Investors Life the greater of (a) (i)
all premiums from the date of default with interest to the date of reinstatement
plus (ii) any Policy debt (plus interest to the date of reinstatement) in effect
when the Policy was continued as paid up insurance or extended  term  insurance;
or (b) 110% of the increase

                                       16

<PAGE>



in cash value resulting from reinstatement. Any Policy debt that arose after the
Policy was  continued  as paid up  insurance  and in effect  immediately  before
reinstatement is then added to the greater of (a) or (b) to comprise the payment
required. Interest is calculated at the rate of 6% per year compounded annually.
       
Cancellation Rights

   The  Policyowner has a limited right to cancel and return the Policy to First
Investors Life. The Policyowner may examine the Policy and at any time within 10
days after receipt of the Policy or notice of right of withdrawal,  or within 45
days after completion of Part I of the application for the Policy,  whichever is
later, return it to First Investors Life or to the agent of First Investors Life
through whom it was purchased with a written request for cancellation and obtain
a full refund of the premiums paid.

Exchange Privilege

   
   Provided  premiums are duly paid, within  twenty-four  months after the issue
date  shown in the  Policy,  the  Policyowner  may  exchange  the  Policy  for a
permanent fixed life insurance  policy  specified in the Policy on the Insured's
life.  The  Policyowner  also may exchange the Policy for a fixed life insurance
policy if a Fund changes its investment  adviser or has a material change in its
investment objectives or restrictions.  Evidence of insurability is not required
to exercise this  privilege.  The new policy will have a level face amount equal
to the face amount of the Policy and the same  benefit  riders,  issue dates and
risk  classification for the Insured as the Policy.  Premiums for the new policy
will be based on the  premium  rates for the new policy  which were in effect on
the Policy date. The Policyowner may elect either a continuous-premium policy or
a limited-payment policy.
    

   In some cases,  there may be a cash  adjustment on exchange.  The  adjustment
will be the Policy's  surrender value minus the new policy's tabular cash value.
If the result is  positive,  First  Investors  Life must pay the  owner;  if the
result is negative,  the owner must pay First  Investors  Life.  First Investors
Life will  determine  the amount of a cash  adjustment as of the date the Policy
and written request is received by First Investors Life at its Home Office.

   
   If a Policy is not issued for any reason, an applicant shall only be refunded
the amount of the premium without interest.
    

   The foregoing description of Policy provisions is qualified by reference to a
specimen  of the Policy  which has been filed as an exhibit to the  Registration
Statement of Separate Account B. Settlement options, optional insurance benefits
and general provisions of the Policies are discussed under Appendix I.

                        ILLUSTRATIONS OF DEATH BENEFITS,
                      CASH VALUES AND ACCUMULATED PREMIUMS

   The tables on Pages 19 to 21 illustrate the way in which the Policy operates.
They show how the death  benefit  and the cash  value may vary over an  extended
period of time  assuming  the  Subaccount(s)  experience  hypothetical  rates of
investment  return  (i.e.,  investment  income  and  capital  gains and  losses,
realized or unrealized)  equivalent to constant gross annual rates of 0%, 4% and
8%. The cash value on any day within a Policy  year  equals the cash value as of
the end of the preceding Policy year,  adjusted to reflect the Subaccount(s) Net
Investment Return, the cost of the insurance  protection and premiums paid since
the Policy's last anniversary.  The tables are based on annual premiums of $600,
$1,200  and  $1,800 to assist in a  comparison  of the death  benefits  and cash
values under the Policy with those under other variable life insurance  policies
which may be issued by First

                                       17

<PAGE>



Investors  Life or other  companies.  The death  benefit  and cash value for the
Policy would be different from those shown if premiums are paid more  frequently
than  annually or if the actual rates of  investment  return  applicable  to the
Policy averaged 0%, 4% or 8% over a period of years, but nevertheless fluctuated
above or below that average for individual  Policy years.  Please refer to Pages
30 to 32 for  additional  illustrations  of  death  benefits,  cash  values  and
accumulated  premiums which assume a hypothetical gross annual investment return
of 0%, 6% and 12%.


The constant gross annual rate of investment  return of 0%, 4% and 8% is reduced
by the following:

   
     1.   A daily charge to the  Subaccount(s)  for  mortality and expense risks
          equivalent to an annual charge of .50% at the beginning of each year.

     2.   An investment  advisory fee of 0.75% of each underlying Fund's average
          daily net assets.

     3.   Assumed operating  expenses of 0.20% of each underlying Fund's average
          daily net assets.
    

   Taking  into  account  all of  these  charges,  the  gross  annual  rates  of
investment  return  of  0%,  4%,  and  8%  correspond  to net  annual  rates  of
approximately -1.45%, 2.55% and 6.55%, respectively.  The tables reflect that no
charge  is  currently  made to the  Subaccount(s)  for  First  Investors  Life's
corporate  Federal  income taxes.  However,  First  Investors Life may make such
charges in the future which would require  higher rates of investment  return in
order to  produce  after-tax  returns of 0%, 4% and 8% (see  "Charges  for First
Investors Life's Income Taxes").

   The second  column of each table shows the amount which would be  accumulated
if the annual premium (gross amount) was invested to earn interest, after taxes,
at 5% compounded  annually.  For a further  discussion of illustrations of death
benefits, cash values and accumulated premiums, see Appendix II.


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


   First  Investors  Life will furnish  upon  request a comparable  illustration
using  the  proposed  Insured's  age and  the  face  amount  or  premium  amount
requested,  and  assuming  that  premiums  are paid on an  annual  basis and the
proposed Insured is a standard risk. In addition, a comparable illustration will
be included at the delivery of the Policy if a purchase is made,  reflecting the
Insured's risk classification.

                                       18

<PAGE>

<TABLE>
<CAPTION>

                                  Male Issue Age 10
                      $600 Annual Premium for Standard Risk (1)
               $39,638 Face Amount (Guaranteed Minimum Death Benefit)

                                   Total                       Death Benefit (2)                           Cash Values (2)
End of                           Premiums             Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy      Premium              Paid Plus             Tax) Annual Investment Return of           Tax) Annual Investment Return of
  Year        Due             Interest at 5%               0%          4%         8%                 0%            4%          8%
- --------   ---------          --------------         -----------------------------------     ------------------------------------
<S>          <C>                <C>                    <C>          <C>      <C>                   <C>         <C>         <C>     
  1          $600               $    630               $39,638      $39,638  $  39,673             $   138     $    145    $    152
  2           600                  1,291                39,638       39,638     39,798                 586          617         650
  3           600                  1,986                39,638       39,638     40,014               1,023        1,098       1,176
  4           600                  2,715                39,638       39,638     40,321               1,450        1,585       1,730
  5           600                  3,481                39,638       39,638     40,720               1,889        2,104       2,339
  6           600                  4,285                39,638       39,638     41,213               2,316        2,629       2,981
  7           600                  5,129                39,638       39,638     41,799               2,734        3,163       3,658
  8           600                  6,016                39,638       39,638     42,479               3,143        3,707       4,374
  9           600                  6,947                39,638       39,638     43,253               3,547        4,263       5,132
 10           600                  7,924                39,638       39,638     44,120               3,946        4,832       5,936

 15             0                 11,608                39,638       39,638     49,496               4,473        6,382       9,133

 20             0                 14,816                39,638       39,638     55,625               4,010        6,971      12,064

 25             0                 18,909                39,638       39,638     62,507               3,610        7,646      15,998

 30             0                 24,133                39,638       39,638     70,244               3,244        8,369      21,173

Attained
 Age
 65             0                 81,723                39,638       39,638    126,226               1,685       11,721      76,980

</TABLE>

(1)  Corresponds to $306.00 semiannually, $156.00 quarterly, or $52.98 monthly.

(2)  Assumes no policy loan is made.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation  of past or future rates of return.  They are after  deduction of
tax charges but before any other  expenses  charged  against Life Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No  representation  can be made by First Investors Life or Life Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       19

<PAGE>


<TABLE>
<CAPTION>

                                  Male Issue Age 25
                     $1,200 Annual Premium for Standard Risk (1)
               $51,908 Face Amount (Guaranteed Minimum Death Benefit)

                                   Total                       Death Benefit (2)                            Cash Values (2)
End of                           Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium              Paid Plus             Tax) Annual Investment Return of            Tax) Annual Investment Return of
  Year        Due             Interest at 5%               0%          4%         8%                  0%           4%          8%
- --------   ---------          --------------         -----------------------------------        ---------------------------------
<S>          <C>                <C>                    <C>          <C>      <C>                   <C>         <C>         <C>     
  1         $1,200              $  1,260               $51,908      $51,908  $  51,973            $    409     $    429    $    449
  2          1,200                 2,583                51,908       51,908     52,154               1,308        1,385       1,462
  3          1,200                 3,972                51,908       51,908     52,451               2,197        2,366       2,543
  4          1,200                 5,431                51,908       51,908     52,864               3,076        3,375       3,695
  5          1,200                 6,962                51,908       51,908     53,398               3,992        4,459       4,972
  6          1,200                 8,570                51,908       51,908     54,054               4,897        5,572       6,332
  7          1,200                10,259                51,908       51,908     54,832               5,791        6,713       7,778
  8          1,200                12,032                51,908       51,908     55,732               6,673        7,882       9,315
  9          1,200                13,893                51,908       51,908     56,754               7,544        9,080      10,949
 10          1,200                15,848                51,908       51,908     57,898               8,404       10,308      12,685

 15              0                23,217                51,908       51,908     64,950               9,524       13,635      19,577

 20              0                29,631                51,908       51,908     72,999               8,504       14,836      25,762

 25              0                37,818                51,908       51,908     82,058               7,539       16,033      33,680

 30              0                48,266                51,908       51,908     92,259               6,628       17,185      43,687

Attained
 Age
 65              0                78,620                51,908       51,908    116,712               4,947       19,096      71,178

</TABLE>

(1)  Corresponds to $612.00 semiannually, $312.00 quarterly, or $105.96 monthly.

(2)  Assumes no policy loan is made.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation  of past or future rates of return.  They are after  deduction of
tax charges but before any other  expenses  charged  against Life Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No  representation  can be made by First Investors Life or Life Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       20

<PAGE>


<TABLE>
<CAPTION>

                                   Male Issue Age 40
                      $1,800 Annual Premium for Standard Risk (1)
                $47,954 Face Amount (Guaranteed Minimum Death Benefit)

                                    Total                       Death Benefit (2)                           Cash Values (2)
End of                            Premiums             Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy       Premium              Paid Plus             Tax) Annual Investment Return of           Tax) Annual Investment Return of
  Year         Due             Interest at 5%               0%          4%         8%                  0%           4%          8%
- --------    ---------          --------------         -----------------------------------        ---------------------------------
<S>          <C>                <C>                    <C>          <C>      <C>                   <C>         <C>         <C>     
  1          $1,800              $  1,890               $47,954      $47,954    $48,027            $    762     $    799    $    835
  2           1,800                 3,874                47,954       47,954     48,206               2,097        2,225       2,355
  3           1,800                 5,958                47,954       47,954     48,492               3,406        3,678       3,964
  4           1,800                 8,146                47,954       47,954     48,883               4,689        5,161       5,667
  5           1,800                10,443                47,954       47,954     49,386               6,020        6,747       7,549
  6           1,800                12,856                47,954       47,954     49,999               7,328        8,367       9,543
  7           1,800                15,388                47,954       47,954     50,724               8,615       10,023      11,656
  8           1,800                18,048                47,954       47,954     51,560               9,884       11,717      13,898
  9           1,800                20,840                47,954       47,954     52,509              11,137       13,450      16,276
 10           1,800                23,772                47,954       47,954     53,571              12,375       15,225      18,798

 15               0                34,825                47,954       47,954     60,126              13,764       19,765      28,471

 20               0                44,447                47,954       47,954     67,618              11,963       20,956      36,545

 25               0                56,727                47,954       47,954     76,062              10,274       21,963      46,387

 30               0                72,399                47,954       47,954     85,589               8,695       22,699      58,095

Attained
 Age
 65               0                56,727                47,954       47,954     76,062              10,274       21,963      46,387

</TABLE>

(1)  Corresponds  to  $918.00  semi  annually;  $468.00  quarterly,  or  $158.94
     monthly.

(2)  Assumes no policy loan is made.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation  of past or future rates of return.  They are after  deduction of
tax charges but before any other  expenses  charged  against Life Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No  representation  can be made by First Investors Life or Life Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       21

<PAGE>



                            FEDERAL INCOME TAX STATUS

Policy Proceeds

   
   The discussion herein is general in nature and not intended as tax advice. It
is based upon First Investors  Life's  understanding  of Federal income tax laws
and regulations as they are currently  interpreted.  No  representation  is made
regarding the  likelihood of  continuation  of such laws and  regulations or the
current  interpretations  by the Internal Revenue  Service.  Any changes in such
laws,  regulations  or in  interpretations  may  be  given  retroactive  effect.
Moreover,  no attempt is made to consider any  applicable  state or other (e.g.,
estate,  gift, or inheritance)  tax laws. Each interested  person should consult
his tax advisor concerning the matters set forth herein.

   First  Investors Life believes that the Policy  qualifies as a life insurance
contract as defined in Section 7702(a) of the Internal  Revenue Code of 1986, as
amended (the "Code"). Consequently, the death benefit should be fully excludable
from the beneficiary's  gross income and the Policyowner should generally not be
taxed on the cash values (including  increments thereof) under the Policy, until
its actual surrender.  With respect to a corporate  Policyowner,  however,  such
"inside build-up" of the Policy may be subject to the alternative minimum tax.
    

   Qualification  as a life  insurance  contract for Federal income tax purposes
depends,  in part,  upon the  satisfaction  by  Separate  Account  B of  certain
diversification  requirements  contained  in  Section  817(h) of the  Code.  The
Adviser is expected to manage the assets of the Funds in a manner that  complies
with  these  diversification  requirements,  and under a special  "look-through"
rule,  satisfaction  of such  requirements  by the Funds will be  attributed  to
Separate  Account B. The look-through  rule is applicable  because all shares of
the Funds  comprising Life Series Fund will be owned only by Separate  Account B
(and similar accounts of First Investors Life or other insurance  companies) and
access to the Funds  will be  available  exclusively  through  the  purchase  of
Policies (and additional  variable  annuity or life insurance  products of First
Investors Life or other  insurance  companies).  Fund shares also may be held by
the Adviser  provided such shares are being held in connection with the creation
or management  of the Fund.  The Adviser does not intend to sell any Fund shares
it owns to the general public.  It is possible that future  guidelines,  if any,
concerning  diversification  could  restrict  the rights of a  Policyowner  with
respect to the selection of investment options.

   
   First Investors Life does not believe that any Policy will be  characterized,
at issuance,  as a "modified  endowment  contract" within the meaning of Section
7702A of the Code.  Section  7702A and the  characterizations  given  thereunder
generally  apply to a Policy that was  received in exchange for another that was
issued,  on or  after  June 21,  1988,  but only if the  policy  surrendered  in
exchange therefor was deemed to be a modified endowment contract.  A Policy that
escapes  characterization  as a modified  endowment  contract may nonetheless be
treated as such if a material  term of the  Policy,  e.g.,  death  benefits,  is
altered or if the Policy is converted from a term life  insurance  contract to a
life insurance  contract  providing a different form of coverage (whether or not
issued  before June 21,  1988).  If a Policy is treated as a modified  endowment
contract, then distributions thereunder (including the proceeds of any surrender
or loan made  under,  or in result of a pledge or  assignment  of, the  Policy),
after the Policy  becomes a  modified  endowment  contract,  or within two years
prior thereto, will be includable in gross income and subject to regular Federal
income  taxation to the extent of the income in the  contract  (basically,  cash
value less  premium  paid).  An  additional  10% tax will also be imposed on the
taxable amount of any such portion, subject to certain exceptions.
    


                                       22

<PAGE>



   
   All modified  endowment  contracts issued by the same insurer (or affiliates)
to the  Policyowner  during any calendar year  generally  will be treated as one
Policy for the purpose of applying the modified  endowment  contract rules.  You
should  consult your tax advisor if you have  questions  regarding  the possible
impact of the modified endowment contract rules on your Policy.

   Subject to the foregoing  discussion  of modified  endowment  contracts,  any
loans made under a Policy  will be treated as  indebtedness  and no part of such
loan will constitute  income to the  Policyowner.  In addition,  the interest on
such loans generally is not deductible.

   Upon  surrender of a Policy,  taxation of the Surrender  Value will depend on
the Payment  Option that the Owner has  selected.  If payment is in one sum, the
Owner will be taxed on the income in the Policy at the time payment is made.  If
payment  is in  installments,  the Owner may be taxed (1) on all or a portion of
each  installment  until the income in the Policy has been paid;  (2) only after
all investment in the Policy has been paid, or (3) on a portion of each payment.
You should consult your tax advisor if you have questions  about the taxation of
a Policy surrender.
    

   Under the Code,  income  tax must  generally  be  withheld  from the  taxable
portion of the proceeds paid upon surrender of a Policy,  unless the Policyowner
notifies  First  Investors Life in writing,  before the payment date,  that such
withholding  is not  to be  made.  Failure  to  withhold  or  withholding  of an
insufficient  amount may subject  the  Policyowner  to  taxation.  In  addition,
insufficient withholding and insufficient estimated tax payments may subject the
Policyowner to penalties.

Charges for First Investors Life's Income Taxes

   First Investors Life is taxed as a "life insurance  company" under Subchapter
L of the Code. Under the applicable provisions of the Code, First Investors Life
will be  required to include  its  variable  life  insurance  operations  in its
Federal  income  tax  return.   Currently,  no  charges  are  made  against  the
Subaccount(s)  for First Investors  Life's Federal income taxes  attributable to
the  Subaccount(s).  However,  First Investors Life may make such charges in the
future. First Investors Life may charge the Subaccount(s) for its Federal income
taxes  attributable  to  the  Subaccount(s)  when  First  Investors  Life's  tax
treatment  and  obligations  become  clarified.   Any  such  charges  against  a
Subaccount would reduce its Net Investment Return.

   Under current laws,  First Investors Life may incur state and local taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  After First  Investors  Life's  Federal  income tax  treatment  is
clarified,  or if prior to that time  there is a material  change in  applicable
state or local tax laws,  charges for such taxes,  if any,  attributable  to the
Subaccount(s) may be made.

   If any tax charges are made in the future they will be accumulated  daily and
transferred  from the  Subaccount(s)  to First Investors Life's General Account.
Any investment  earnings on tax charges accumulated in the Subaccount(s) will be
retained by First Investors Life.

                                  VOTING RIGHTS

   
   In accordance  with its view of present  applicable law, First Investors Life
will vote the Funds' shares held in the  corresponding  Subaccount(s) at regular
and special  meetings of  shareholders  of Life Series Fund in  accordance  with
instructions  received  from  Policyowners.  Shares of the  Funds  held by First
Investors Life which do not represent shares  attributable to Policyowners  will
be represented by First  Investors Life at the meeting and voted, on any matter,
in proportion to the instructions from Policyowners. However, if the 1940 Act or
any Regulation thereunder should be
    

                                       23

<PAGE>



amended or if the present interpretation thereof should change, and as a result,
First  Investors Life  determines that it is permitted to vote the Funds' shares
in its own right, it may elect to do so.

   
   The  number of Fund  shares  held in the  corresponding  Subaccount  which is
attributable  to each  Policyowner  is determined by dividing the  corresponding
Subaccount's  Accumulated  Value by the value of one Fund  share.  The number of
votes which a person has the right to cast will be  determined  as of the record
date established by Life Series Fund.  Voting  instructions will be solicited by
written  communication prior to the date of the meeting at which votes are to be
cast.  Fund shares held in the  corresponding  Subaccount  as to which no timely
instructions are received will be represented at this meeting and voted by First
Investors Life in proportion to the voting  instructions which are received with
respect to all Policies  participating  in the Subaccount.  Each person having a
voting  interest in the  Subaccount  will  receive  reports and other  materials
relating to the Fund.

   The voting rights  described in this Prospectus are created under  applicable
Federal securities laws. To the extent that such laws or regulations promulgated
thereunder  eliminate  the  necessity  to submit such  matters  for  approval by
persons  having  voting  rights in separate  accounts of insurance  companies or
restrict such voting rights,  First Investors Life reserves the right to proceed
in  accordance  with any such laws or  regulations.  First  Investors  Life also
reserves  the right,  subject  to  compliance  with  applicable  law,  including
approval of  Policyowners if so required,  (1) to transfer assets  determined by
First  Investors  Life to be associated  with the class of policies to which the
Policies  belong  from  Separate  Account  B  to  another  separate  account  by
withdrawing the same  percentage of each  investment in Separate  Account B with
appropriate adjustments to avoid odd lots and fractions, (2) to operate Separate
Account B as a  "management  company"  under the 1940 Act,  or in any other form
permitted by law, the investment  adviser of which would be First Investors Life
or an affiliate,  (3) to deregister  Separate  Account B under the 1940 Act, and
(4) to operate Separate  Account B under the general  supervision of a committee
any or all the  members of which may be  interested  persons  (as defined in the
1940  Act)  of  First  Investors  Life  or an  affiliate,  or to  discharge  the
Committee.  First  Investors  Life has  reserved  all  rights in  respect of its
corporate name and any part thereof,  including without  limitation the right to
withdraw its use and to grant its use to one or more other separate accounts and
other entities.
    

        OFFICERS AND DIRECTORS OF FIRST INVESTORS LIFE INSURANCE COMPANY

   Name                     Office         Principal Occupation for Last 5 Years
   ----                     ------         -------------------------------------

Jay G.   Baris             Director        Partner, Kramer, Leven, Naftalis,
                                           Nessen,   Kamin  &  Frankel,  New
                                           York,  Attorneys;  Secretary  and
                                           Counsel,  First Financial Savings
                                           Bank, S.L.A., New Jersey.

William H. Drinkwater     First Vice       First  Vice  President  and Chief
                         President and     Actuary,   First  Investors  Life
                         Chief Actuary     since April, 1992; Vice President
                                           -  Actuary,  Home Life  Insurance
                                           Company, New York, prior thereto.
                                                                            
Lawrence M. Falcon          Senior         Senior   Vice    President    and
                        Vice President     Comptroller,    First   Investors
                        and Comptroller    Life.                            

Richard H. Gaebler         President       President, First Investors Life.
                         and Director

William P. Galvin          Assistant       Manager,  First  Investors  Life;
                        Vice President     Assistant  Vice  President  since
                                           February,     1996;     Licensing
                                           Manager,  Pfizer, Inc., New York,
                                           New   York   from   May  1990  to
                                           February, 1995.                  


                                       24

<PAGE>


   Name                     Office         Principal Occupation for Last 5 Years
   ----                     ------         -------------------------------------

George V. Ganter           Director        Vice President, First Investors Asset
                                           Management Company,  Inc.,  Portfolio
                                           Manager, FIMCO.
   
Robert J. Grosso           Director        Assistant Counsel,  FIC since January
                                           1995; Business Consultant;  Assistant
                                           Vice President and Assistant  General
                                           Counsel,  Alliance Fund Distributors,
                                           Inc.  from  September  1993 to August
                                           1994;  Of  Counsel,   Law  Office  of
                                           Richard S.  Mazawey  from May 1991 to
                                           September 1993.
    

Glenn O. Head        Chairman and Director Chairman and  Director,  FICC,  FIMCO
                                           and FIC.

Kathryn S. Head            Director        President,   FICC  and  FIMCO;   Vice
                                           President,  Chief  Financial  Officer
                                           and  Director,   FIC;  President  and
                                           Director,   First  Financial  Savings
                                           Bank, S.L.A.

Scott Hodes                Director        Partner,  Ross  &  Hardies,  Chicago,
                                           Illinois,  Attorneys,  since  January
                                           1992; prior thereto,  Partner, Arvey,
                                           Hodes,  Costello  & Burman,  Chicago,
                                           Illinois, Attorneys.

Paul E. Kunz          Assistant Secretary  Staff Attorney, First Investors Life;
                                           Assistant Secretary since May, 1995.

Carol Lerner Brown         Secretary       Assistant Secretary,  FIC; Secretary,
                                           FIMCO and FICC.

William M. Lipkus      Chief Accounting    Chief   Accounting   Officer,   First
                            Officer        Investors  Life  since  June,   1992;
                                           Manager, Tait Weller & Baker, Edison,
                                           New Jersey  from June,  1986 to June,
                                           1992.                                
       

Jackson Ream               Director        Senior Vice  President,  Nations Bank
                                           of   Texas   (formerly   NCNB   Texas
                                           National Bank), Dallas, Texas.

Nelson Schaenen Jr.        Director        Partner,  Weiss,  Peck &  Greer,  New
                                           York, Investment Managers.

Ada M. Suchow           Vice President     Vice President, First Investors Life.

John T. Sullivan           Director        Director,  FIMCO and FIC;  Of Counsel
                                           to  Hawkins,  Delafield  & Wood,  New
                                           York, Attorneys.

       

   
   A fidelity bond in the amount of $5,000,000  covering First Investors  Life's
officers and employees has been issued by Gulf  Insurance  Company.  A directors
and  officers  liability  policy in the  amount  of  $3,000,000  covering  First
Investors  Life's  directors and officers has been issued by the Great  American
Insurance Companies.
    

                            DISTRIBUTION OF POLICIES

   
   The Policies distributed by First Investors Life are sold by insurance agents
who are  licensed  to sell  variable  life  insurance.  These  agents are paid a
commission  of 28.55% of the first year  premium  payment  and 1% of the premium
payments for years two through ten.
    

   The Policies are offered for sale in Alabama,  Arizona,  Arkansas,  Colorado,
Connecticut,  Florida, Georgia, Iowa, Illinois,  Indiana,  Kentucky,  Louisiana,
Massachusetts,  Maryland,  Michigan,  Minnesota,  Missouri,  Mississippi,  North
Carolina, Nebraska, New Jersey, New Mexico, New York,

                                       25

<PAGE>



Ohio, Oklahoma,  Oregon,  Pennsylvania,  Rhode Island,  Tennessee,  Texas, Utah,
Virginia, Washington, West Virginia, Wisconsin and Wyoming.

                                    CUSTODIAN

   First Investors Life,  subject to applicable laws and  regulations,  is to be
the custodian of the securities of the  Subaccounts.  First  Investors Life will
maintain  the  records and  accounts  of  Separate  Account B. The assets of the
Subaccounts  will be held by  United  States  Trust  Company  of New  York  (TIN
13-6065574),  114 W.  47th  Street,  New  York,  NY  10036  under a  safekeeping
arrangement.  Under the terms of a  Safekeeping  Agreement  dated June 16, 1986,
between  First  Investors  Life and  United  States  Trust  Company of New York,
securities and similar  investments of the Subaccounts shall be deposited in the
safekeeping  of United States Trust  Company of New York.  Such  agreement  will
remain in effect until Separate Account B has been completely liquidated and the
proceeds of the  liquidation  distributed  to the  security  holders of Separate
Account B, or a successor custodian,  having the requisite  qualifications,  has
been  designated and has accepted such  custodianship.  First  Investors Life is
responsible  for the payment of all expenses  of, and  compensation  to,  United
States Trust Company of New York in such amounts as may be agreed upon from time
to time. For the fiscal year ended December 31, 1995,  First Investors Life paid
$400 to United States Trust Company of New York.

                                     REPORTS

   At least once each Policy year,  First  Investors Life shall mail a report to
the Policyowner within 31 days after the Policy anniversary. The report shall be
mailed to the last address known to First  Investors  Life. The report will show
the death benefit,  cash value and policy debt on the  anniversary  and any loan
interest  for the prior year.  The report will also show the  allocation  of the
investment  base on that  anniversary.  No report  will be sent if the Policy is
continued as reduced paid-up or extended term insurance.

                                STATE REGULATION

   First  Investors  Life is  subject  to the  laws  of the  State  of New  York
governing insurance companies and to regulations by the New York State Insurance
Department.  An  annual  statement  in a  prescribed  form  is  filed  with  the
Department  of Insurance  each year covering the  operations of First  Investors
Life for the preceding  year and its  financial  condition as of the end of such
year.

   First  Investors  Life's  books and  accounts  are  subject  to review by the
Insurance  Department at any time and a full  examination  of its  operations is
conducted  periodically.   Such  regulation  does  not,  however,   involve  any
supervision  of  management  or  investment  practices  or  policies  except  to
determine  compliance  with the  requirements  of the New York Insurance Law. In
addition, First Investors Life is subject to regulation under the insurance laws
of other jurisdictions in which it may operate.

                                     EXPERTS

   The financial  statements  included in this  Prospectus have been examined by
Tait, Weller & Baker, independent certified public accountants, and are included
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.


                                       26

<PAGE>



                        RELEVANCE OF FINANCIAL STATEMENTS

   The  values of the  interests  of  Policyowners  under the  Policies  will be
affected solely by the investment  results of the  Subaccount(s).  The financial
statements of First Investors Life as contained herein should be considered only
as bearing  upon First  Investors  Life's  ability  to meet its  obligations  to
Policyowners under the Policies, and they should not be considered as bearing on
the investment performance of the Subaccount(s).

   The most current  financial  statements of First  Investors Life and Separate
Account B are those as of the end of the most recent fiscal year.  Neither First
Investors Life nor Separate  Account B prepare their  financial  statements more
often than  annually and believe  that any  incremental  benefit to  prospective
policyholders  that may  result  from  preparing  and  delivering  more  current
financial  statements,  though  unaudited,  does not justify the additional cost
that would be incurred. In addition,  First Investors Life represents that there
have been no adverse  changes in the financial  condition or operations of First
Investors Life or Separate  Account B between the end of the most current fiscal
year and the date of this Prospectus.

                      APPENDIX I - OTHER POLICY PROVISIONS

Settlement Options

   
   In lieu of a single sum payment of Policy proceeds on death or surrender,  an
election may be made to apply all or a portion of the proceeds  under any one of
the fixed benefit  settlement  options provided in the Policy.  Tax consequences
may vary  depending  on the  settlement  option  chosen.  The options are stated
below.
    

   PROCEEDS LEFT AT INTEREST. Left on deposit to accumulate with First Investors
Life with interest payable at a rate of 2 1/2% per year.

   PAYMENT OF A  DESIGNATED  AMOUNT.  Payable  in  installments  until  proceeds
applied  under the option and interest on unpaid  balance at 2 1/2% per year and
any additional interest are exhausted.

   PAYMENT FOR A DESIGNATED  NUMBER OF YEARS.  Payable in installments for up to
25 years,  including  interest at 2 1/2% per year.  Payments may be increased by
additional interest which would be paid at the end of each installment year.

   LIFE INCOME OPTION,  GUARANTEED PERIOD.  Payments are guaranteed for 10 or 20
years, as elected,  and for life thereafter.  During the guaranteed period of 10
or 20 years, the payments may be increased by additional interest.

   LIFE INCOME, GUARANTEED RETURN. The sum of the payments made and any payments
due at the death of the person on whom the payments are based will never be less
than the proceeds applied.

   LIFE  INCOME  ONLY.  Payments  will be made only while the person on whom the
payments are based is alive.

Optional Insurance Benefits

   
   On payment of an additional  premium and subject to certain age and insurance
underwriting requirements,  the following optional provisions, which are subject
to the  restrictions  and  limitations  set forth therein,  may be included in a
Policy.
    

                                       27

<PAGE>



   DISABILITY PREMIUM WAIVER. Providing that in the event of the Insured's total
disability before the Policy anniversary  nearest to the Insured's 60th birthday
and  continuing  for at least 6 months,  First  Investors  Life  will  waive all
premiums  falling due after the  commencement and during the continuance of such
disability.

   TERM INSURANCE.  Providing 12 year convertible level term insurance.

General Provisions

   BENEFICIARY.  The  beneficiary  is as designated in the  application  for the
Policy,  unless  thereafter  changed by the  Policyowner  during  the  Insured's
lifetime.  A change of designation  may be made by filing a written request with
the Home Office of First  Investors Life in a form acceptable to First Investors
Life.

   ASSIGNMENT.  The Policy may be assigned by the  Policyowner but no assignment
shall be binding on First  Investors Life unless it is in writing and filed with
First  Investors  Life at its Home Office.  First  Investors Life will assume no
responsibility  for  the  validity  or  sufficiency  of any  assignment.  Unless
otherwise provided in the assignment,  the interest of any revocable beneficiary
shall be  subordinate  to the interest of any  assignee,  regardless of when the
assignment was made and the assignee shall receive any sum payable to the extent
of his or her interest.

   AGE AND  SEX.  If the  age or sex of the  Insured  has  been  misstated,  the
benefits  available under the Policy will be those which the premiums paid would
have purchased for the correct age and sex.

   SUICIDE. If the Insured commits suicide within 2 years from the Policy's date
of issue, the liability of First Investors Life under the Policy will be limited
to all premiums paid less any indebtedness.

   INCONTESTABILITY.  Except for  nonpayment  of  premiums,  the validity of the
Policy and its riders will not be contestable  after it has been in force during
the lifetime of the Insured for 2 years from the Date of Issue.

   GRACE  PERIOD.  A Grace Period of 31 days will be allowed for payment of each
premium  after the first.  The Policy will  continue  in force  during the Grace
Period unless surrendered.

   PAYMENTS AND  DEFERMENT.  Payment of the death benefit or surrender  value or
loan  proceeds  will  usually  be made  within  7 days  after  receipt  by First
Investors Life of all documents required for such payments. However, payment may
be  delayed  if the  amount  cannot be  determined  because  the New York  Stock
Exchange  is closed  for  trading  or the  Securities  and  Exchange  Commission
determines that a state of emergency exists.

   Under a Policy  continued as paid-up or extended term insurance,  the payment
of the surrender value or loan proceeds may be deferred for up to six months. If
the payment is postponed more than 30 days,  interest at a rate of not less than
3% will be paid on the Surrender  Value. The interest will be paid from the date
of surrender to the date payment is made.

   DIVIDENDS.  The Policies do not provide for dividend  payments and  therefore
are considered "non- participating" in the earnings of First Investors Life.


                                       28

<PAGE>



                                   APPENDIX II
                   ADDITIONAL ILLUSTRATIONS OF DEATH BENEFITS,
                      CASH VALUES AND ACCUMULATED PREMIUMS

   Tables on Pages 30 to 32 illustrate the way in which a Policy operates.  They
show how the death  benefit and the cash value may vary over an extended  period
of time assuming  hypothetical  rates of investment return for the Subaccount(s)
equivalent  to constant  gross annual rates of 0%, 6% and 12%. The table on Page
30 is based on an annual  premium  of $600 for a male issue age 10, the table on
Page 31 is based on an annual premium of $1,200 for a male issue age 25, and the
table on Page 32 is based on an annual  premium  of $1,800  for a male issue age
40. The illustrations  assume a standard risk  classification and will assist in
the  comparison of death  benefits and cash values under the Policies with those
under other  variable  life  policies  issued by First  Investors  Life or other
companies.  Please refer to Page 17 for additional discussion and to Pages 19 to
21 for additional  illustrations of death benefits,  cash values and accumulated
premiums which assume a hypothetical  gross annual  investment  return of 0%, 4%
and 8%.

   The amounts shown are as of the end of each Policy year and take into account
deductions from the annual premium and the daily charge for investment  advisory
services and mortality and expense risk equivalent to an effective annual charge
of 1.45%.  Taking  account  of the daily  charges,  the  gross  annual  rates of
investment  return  of  0%,  6%  and  12%  correspond  to net  annual  rates  of
approximately -1.45%, 4.55% and 10.55%, respectively. The returns shown are also
net of any tax charges attributable to the Subaccount(s).

   The second column of each table shows the amount to which the total  premiums
paid to the end of the  Policy  year  during the  premium  paying  period  would
accumulate if an amount equal to those  premiums were invested to earn interest,
after taxes, at 5% compounded annually.

   First  Investors  Life will furnish  upon  request a comparable  illustration
reflecting  the  proposed  Insured's  age and the face amount or premium  amount
requested,  and  assuming  that  premiums  are paid on an  annual  basis and the
proposed Insured is a standard risk. In addition, a comparable illustration will
be included at the  delivery  of a Policy if a purchase is made  reflecting  the
Insured's risk classification if other than standard.

                                       29

<PAGE>



                                       30

                                Male Issue Age 10
                    $600 Annual Premium for Standard Risk (1)
             $39,638 Face Amount (Guaranteed Minimum Death Benefit)

<TABLE>
<CAPTION>
                                      Total                      Death Benefit (2)                          Cash Values (2)
End of                              Premiums            Assuming Hypothetical Gross (After        Assuming Hypothetical Gross (After
Policy           Premium            Paid Plus            Tax) Annual Investment Return of          Tax) Annual Investment Return of
 Year              Due           Interest at 5%              0%          6%        12%                 0%           6%         12%
- ---------       ---------        --------------        -----------------------------------       ---------------------------------

<S>               <C>              <C>                   <C>          <C>      <C>                  <C>         <C>        <C>      
  1               $600             $    630              $39,638      $39,645  $  39,729            $   138     $    148   $     158
  2                600                1,291               39,638       39,669     40,061                586          633         682
  3                600                1,986               39,638       39,710     40,642              1,023        1,136       1,256
  4                600                2,715               39,638       39,767     41,482              1,450        1,656       1,884
  5                600                3,481               39,638       39,841     42,599              1,889        2,219       2,597
  6                600                4,285               39,638       39,932     44,005              2,316        2,800       3,375
  7                600                5,129               39,638       40,039     45,711              2,734        3,402       4,227
  8                600                6,016               39,638       40,161     47,732              3,143        4,026       5,160
  9                600                6,947               39,638       40,299     50,081              3,547        4,676       6,184
 10                600                7,924               39,638       40,453     52,774              3,946        5,354       7,309

 15                  0               11,608               39,638       41,363     70,965              4,473        7,632      13,094

 20                  0               14,816               39,638       42,310     95,773              4,010        9,176      20,771

 25                  0               18,909               39,638       43,278    129,224              3,610       11,076      33,073

 30                  0               24,133               39,638       44,269    174,378              3,244       13,343      52,561

Attained
 Age
 65                  0               81,723               39,638       49,597    785,431              1,685       30,247     479,001

</TABLE>

(1)  Corresponds to $306.00 semi annually; $156.00 quarterly, or $52.98 monthly.

(2)  Assumes no policy loan is made.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation  of past or future rates of return.  They are after  deduction of
tax charges but before any other  expenses  charged  against Life Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No  representation  can be made by First Investors Life or Life Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       30

<PAGE>


                              ' Male Issue Age 25
                   $1,200 Annual Premium for Standard Risk (1)
             $51,908 Face Amount (Guaranteed Minimum Death Benefit)

<TABLE>
<CAPTION>
                                      Total                     Death Benefit (2)                           Cash Values (2)
End of                              Premiums           Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy           Premium            Paid Plus           Tax) Annual Investment Return of           Tax) Annual Investment Return of
 Year              Due           Interest at 5%            0%           6%          12%                0%           6%         12%
- --------        ---------        --------------      --------------------------------------      ---------------------------------
<S>             <C>                <C>                  <C>          <C>      <C>                  <C>        <C>         <C>       
  1             $1,200             $  1,260             $51,908      $51,921  $  52,078            $    409   $      439  $      469
  2              1,200                2,583              51,908       51,955     52,558               1,308        1,423       1,542
  3              1,200                3,972              51,908       52,011     53,359               2,197        2,454       2,727
  4              1,200                5,431              51,908       52,088     54,495               3,076        3,532       4,037
  5              1,200                6,962              51,908       52,188     55,994               3,992        4,710       5,535
  6              1,200                8,570              51,908       52,308     57,870               4,897        5,941       7,187
  7              1,200               10,259              51,908       52,450     60,141               5,791        7,226       9,008
  8              1,200               12,032              51,908       52,612     62,823               6,673        8,568      11,014
  9              1,200               13,893              51,908       52,794     65,934               7,544        9,969      13,222
 10              1,200               15,848              51,908       52,996     69,495               8,404       11,430      15,653

 15                  0               23,217              51,908       54,188     93,429               9,524       16,333      28,161

 20                  0               29,631              51,908       55,430    126,119               8,504       19,562      44,508

 25                  0               37,818              51,908       56,702    170,313               7,539       23,273      69,903

 30                  0               48,266              51,908       58,005    230,101               6,628       27,467     108,958

Attained
 Age
 65                  0               78,620              51,908       60,711    420,822               4,947       37,025     256,641

</TABLE>

(1)  Corresponds  to  $612.00  semi  annually;  $312.00  quarterly,  or  $105.96
     monthly.

(2)  Assumes no policy loan is made.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation  of past or future rates of return.  They are after  deduction of
tax charges but before any other  expenses  charged  against Life Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No  representation  can be made by First Investors Life or Life Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.

                                       31

<PAGE>


                                Male Issue Age 40
                   $1,800 Annual Premium for Standard Risk (1)
             $47,954 Face Amount (Guaranteed Minimum Death Benefit)
<TABLE>
<CAPTION>
                                     Total                     Death Benefit (2)                           Cash Values (2)
End of                             Premiums           Assuming Hypothetical Gross (After         Assuming Hypothetical Gross (After
Policy           Premium           Paid Plus           Tax) Annual Investment Return of           Tax) Annual Investment Return of
 Year              Due          Interest at 5%             0%          6%            12%              0%           6%         12%
- --------        ---------       --------------       ---------------------------------------    ---------------------------------
<S>             <C>               <C>                  <C>          <C>      <C>                  <C>          <C>       <C>       
  1             $1,800            $  1,890             $47,954      $47,968  $  48,144            $    762     $    817  $      872
  2              1,800               3,874              47,954       48,002     48,621               2,097        2,289       2,488
  3              1,800               5,958              47,954       48,056     49,393               3,406        3,819       4,263
  4              1,800               8,146              47,954       48,129     50,473               4,689        5,409       6,211
  5              1,800              10,443              47,954       48,222     51,886               6,020        7,138       8,431
  6              1,800              12,856              47,954       48,335     53,645               7,328        8,937      10,869
  7              1,800              15,388              47,954       48,467     55,766               8,615       10,809      13,548
  8              1,800              18,048              47,954       48,617     58,266               9,884       12,760      16,491
  9              1,800              20,840              47,954       48,786     61,164              11,137       14,792      19,724
 10              1,800              23,772              47,954       48,973     64,480              12,375       16,911      23,276

 15                  0              34,825              47,954       50,080     86,798              13,764       23,714      41,101

 20                  0              44,447              47,954       51,233    117,342              11,963       27,690      63,419

 25                  0              56,727              47,954       52,416    158,741              10,274       31,966      96,809

 30                  0              72,399              47,954       53,630    214,919               8,695       36,402     145,879

Attained
 Age
 65                  0              56,727              47,954       52,416    158,741              10,274       31,966      96,809
</TABLE>


(1)  Corresponds  to  $918.00  semi  annually;  $468.00  quarterly,  or  $158.94
     monthly.

(2)  Assumes no policy loan is made.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation  of past or future rates of return.  They are after  deduction of
tax charges but before any other  expenses  charged  against Life Series Fund or
Separate Account B. Actual rates may be higher or lower than hypothetical rates.
No  representation  can be made by First Investors Life or Life Series Fund that
hypothetical rates can be achieved for any one year or sustained over any period
of time. See prospectus for details of the calculations.


                                       32

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


   We have  audited the  accompanying  balance  sheets of First  Investors  Life
Insurance  Company as of December 31, 1995 and 1994, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1995.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

   In our opinion, the financial statements referred to above present fairly, in
all material respects,  the financial position of First Investors Life Insurance
Company as of December 31, 1995 and 1994,  and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
1995, in conformity with generally accepted accounting principles.

   As discussed in note 7 to the financial  statements,  the Company changed its
method of accounting for income taxes.


                                                  TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1996

                                       33

<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   ASSETS
                                                                        December 31, 1995       December 31,1994
                                                                        -----------------       ----------------
Investments (note 2):
<S>                                                                       <C>                      <C>         
  Available-for-sale securities.......................................    $113,815,086             $103,898,007
  Held-to-maturity securities.........................................       5,942,604                5,990,367
  Short term investments..............................................       5,160,201                6,964,868
  Policy loans........................................................      17,016,692               14,686,101
                                                                         -------------              -----------

     Total investments................................................     141,934,583              131,539,343

Cash..................................................................       1,189,030                  977,113
Premiums and other receivables, net of allowances of
  $30,000 in 1995 and 1994............................................       4,334,595                3,901,489
Accrued investment income.............................................       2,833,561                2,593,771
Deferred policy acquisition costs (note 6)............................      17,318,214               19,321,891
Deferred Federal income taxes (note 7)     ...........................          12,000               1,884,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $800,593 in 1995 and $697,010 in 1994...............         236,736                  243,634
Other assets..........................................................         123,509                  193,780
Separate account assets...............................................     344,568,486              232,913,278
                                                                         -------------              -----------

     Total assets.....................................................    $512,550,714              $393,568,299
                                                                         =============              ============


                                   LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policyholder account balances (note 6)................................    $113,374,173             $115,256,764
Claims and other contract liabilities.................................      11,289,108               10,737,716
Accounts payable and accrued liabilities..............................       4,150,250                3,463,635
Separate account liabilities..........................................     343,956,938              232,913,278
                                                                         -------------              -----------

     Total liabilities................................................     472,770,469              362,371,393
                                                                         -------------              -----------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares...............................       2,538,163                2,538,163
Additional paid in capital............................................       6,496,180                6,496,180
Unrealized holding gains (losses) on available-for-sale
  securities (note 2).................................................       1,878,000               (2,486,000)
Retained earnings ....................................................      28,867,902               24,648,563
                                                                         -------------              -----------

     Total stockholder's equity.......................................      39,780,245               31,196,906
                                                                         -------------              -----------

     Total liabilities and stockholder's equity.......................    $512,550,714              $393.568,299
                                                                         =============              ============
</TABLE>

See accompanying notes to financial statements.

                                       34

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                               Year Ended          Year Ended         Year Ended
                                                        December 31, 1995    December 31,1994   December 31,1993
                                                        -----------------    ----------------   ----------------
<S>                                                           <C>                <C>                <C>        
REVENUES
  Policyholder fees...................................        $19,958,420        $16,433,269        $14,825,696
  Premiums............................................          7,293,719          7,630,182          8,141,342
  Investment income (note 2)..........................          9,363,212          8,835,356          8,470,643
  Realized gain (loss) on fixed securities............            373,582           (259,987)           318,372
  Other income........................................            835,703            701,355            654,608
                                                             ------------       ------------       ------------

     Total income.....................................        37,824,636          33,340,175          32,410,661
                                                             ------------       ------------       ------------

BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......         13,027,516         14,297,499         13,118,328
  Dividends to policyholders..........................            954,384            910,754            985,756
  Amortization of deferred acquisition costs (note 6).          1,672,429          1,573,216          1,528,876
  Commissions and general expenses....................         15,773,968         13,513,644         13,212,536
                                                             ------------       ------------       ------------

     Total benefits and expenses......................         31,428,297         30,295,113         28,845,496
                                                             ------------       ------------       ------------

Income before Federal income tax and cumulative
 effect of a change in accounting principle...........          6,396,339          3,045,062          3,565,165

Federal income tax (note 7):
  Current.............................................          2,553,000            838,000          1,425,000
  Deferred............................................           (376,000)          (352,000)          (721,000)
                                                             ------------       ------------       ------------

                                                                2,177,000            486,000            704,000
                                                             ------------       ------------       ------------

Income before cumulative effect
  of a change in accounting principle.................         4,219,339           2,559,062          2,861,165

Cumulative effect on prior years
  of a change in accounting principle (note 7)........              --                   --             540,000
                                                             ------------       ------------       ------------

Net Income............................................      $  4,219,339        $  2,559,062       $  3,401,165
                                                            ============        ============       ============

Income per share, based on 534,350 shares outstanding
Income before cumulative effect
  of a change in accounting principle.................             $7.90               $4.79              $5.35
Cumulative effect of a change in accounting principle.              --                   --                1.01
                                                            ------------        ------------       ------------
                                                                   $7.90               $4.79              $6.36
                                                            ============        ============       ============
</TABLE>

See accompanying notes to financial statements.

                                                               35

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                                             Year Ended           Year Ended           Year Ended
                                                                          December 31,1995      December 31,1994   December 31, 1993
                                                                          ----------------      ----------------   -----------------
<S>                                                                          <C>                  <C>                 <C>         
Balance at beginning of year .......................................         $ 31,196,906         $ 34,173,844        $ 27,722,679
Net income .........................................................            4,219,339            2,559,062           3,401,165
Increase (decrease) in unrealized holding gains on
  available-for-sale securities ....................................            4,364,000           (5,536,000)          3,050,000
                                                                             ------------         ------------        ------------
Balance at end of year .............................................         $ 39,780,245         $ 31,196,906        $ 34,173,844
                                                                             ============         ============        ============
</TABLE>


                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Year Ended         Year Ended         Year Ended
                                                                            December 31, 1995   December 31, 1994   December 31,1993
                                                                            -----------------   -----------------   ----------------
<S>                                                                           <C>                 <C>                 <C>          
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received ........................................      $  19,374,522       $  16,433,269       $  14,825,696
     Premiums received .................................................          6,895,096           7,366,276           7,996,528
     Amounts received on policyholder accounts .........................         87,156,662          63,526,544          52,654,219
     Investment income received ........................................          9,360,894           8,886,847           8,583,113
     Other receipts ....................................................             69,621              46,581              44,193
     Benefits and contract liabilities paid ............................       (101,642,156)        (75,131,594)        (61,360,490)
     Commissions and general expenses paid .............................        (18,176,870)        (15,252,935)        (15,866,354)
                                                                              -------------       -------------       -------------

     Net cash provided by (used for) operating activities ..............          3,037,769           5,874,988           6,876,905
                                                                              -------------       -------------       -------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities .......................         58,755,827          36,751,082          36,063,998
     Purchase of investment securities .................................        (58,622,646)        (42,164,770)        (39,148,690)
     Purchase of furniture, equipment and other assets .................           (128,442)            (67,121)            (40,227)
     Net increase in policy loans ......................................         (2,330,591)         (1,801,780)         (1,941,256)
     Investment in Separate Account ....................................           (500,000)               --                  --
                                                                                                                      -------------

     Net cash provided by (used for) investing activities ..............         (2,825,852)         (7,282,589)         (5,066,175)
                                                                              -------------       -------------       -------------

     Net increase (decrease) in cash ...................................            211,917          (1,407,601)          1,810,730

Cash
  Beginning of year ....................................................            977,113           2,384,714             573,984
                                                                              -------------       -------------       -------------
  End of year...........................................................      $   1,189,030       $     977,113       $   2,384,714
                                                                              =============       =============       =============
</TABLE>

The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal  income tax of $2,125,000 in 1995,  $1,368,000 in 1994 and $1,265,000 in
1993.

See accompanying notes to financial statements.

                                       36

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Year ended          Year Ended         Year Ended
                                                                            December 31, 1995   December 31, 1994  December 31, 1993
                                                                            -----------------   -----------------  -----------------
<S>                                                                            <C>                <C>                <C>        
Reconciliation  of net income to net cash
  provided by (used for) operating
     activities:
         Net income .......................................................    $ 4,219,339        $ 2,559,062        $ 3,401,165

         Adjustments to reconcile  net income to net cash
            provided by (used for) operating activities:
           Depreciation and amortization ..................................        141,121            122,199            118,365
           Amortization of deferred policy acquisition costs ..............      1,672,429          1,573,216          1,528,876
           Realized investment (gains) losses .............................       (373,582)           259,987           (318,372)
           Amortization of premiums and discounts on fixed
              maturities ..................................................        237,472            287,340            299,666
           Deferred Federal income taxes ..................................       (376,000)          (352,000)          (721,000)
           Cumulative effect of a change in
              accounting principle ........................................           --                 --             (540,000)
           Other items not requiring cash - net ...........................       (112,268)              (149)            (1,908)

         (Increase) decrease in:
           Premiums and other receivables, net ............................       (433,106)        (1,055,910)         1,683,261
           Accrued investment income ......................................       (239,790)          (235,849)          (187,196)
           Deferred policy acquisition costs, exclusive
              of amortization .............................................     (1,117,752)        (1,138,988)        (1,254,547)
           Other assets ...................................................         64,490            (30,882)           (13,108)

         Increase (decrease) in:
           Policyholder account balances ..................................     (1,882,591)         2,719,458          1,268,788
           Claims and other contract liabilities ..........................        551,392            503,025          1,903,908
           Accounts payable and accrued liabilities .......................        686,615            664,479           (290,993)
                                                                               -----------        -----------        -----------

                                                                               $ 3,037,769        $ 5,874,988        $ 6,876,905
                                                                               ===========        ===========        ===========
</TABLE>

See accompanying notes to financial statements.

                                       37

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

    The accompanying  financial statements have been prepared in conformity with
generally  accepted  accounting  principles  (GAAP).  Such basis of presentation
differs from statutory accounting practices permitted or prescribed by insurance
regulatory authorities primarily in that:

          (a) policy reserves are computed according to the Company's  estimates
     of  mortality,  investment  yields,  withdrawals  and  other  benefits  and
     expenses, rather than on the statutory valuation basis;

          (b) certain expenditures,  principally for furniture and equipment and
     agents'  debit  balances,  are  recognized  as  assets  rather  than  being
     non-admitted and therefore charged to retained earnings;

          (c)  commissions  and  other  costs  of  acquiring  new  business  are
     recognized as deferred acquisition costs and are amortized over the premium
     paying  period of policies  and  contracts,  rather than charged to current
     operations when incurred;

          (d) income tax effects of temporary differences, relating primarily to
     policy reserves and acquisition costs, are provided;

          (e) the statutory  asset valuation and interest  maintenance  reserves
     are reported as retained earnings rather than as liabilities;

Note 2 -- Other Significant Accounting Practices

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

   (b) Depreciation.  Depreciation is computed on the useful service life of the
depreciable asset using the straight line method of depreciation.

   (c)  Investments.   Investments  in  equity   securities  that  have  readily
determinable  fair values and all  investments in debt securities are classified
in three separate categories and accounted for as follows:

    Held-to-Maturity Securities

             Debt  securities the Company has the positive intent and ability to
             hold to maturity are recorded at amortized cost.

    Trading Securities

             Debt  and  equity  securities  that are  held  principally  for the
             purpose of selling such securities in the near term are recorded at
             fair value with unrealized gains and losses included in earnings.

    Available-For-Sale Securities

             Debt  and  equity  securities  not  classified  in  the  other  two
             categories  are  recorded at fair value with  unrealized  gains and
             losses  excluded from earnings and reported as "unrealized  holding
             gains or losses on available-for-sale  securities" in stockholder's
             equity.

    Short term investments are reported at market value which approximates cost.

                                       38

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)

    Gains and losses on sales of investments  are determined  using the specific
identification method. Investment income for the years indicated consists of the
following:

<TABLE>
<CAPTION>
                                                                            Year ended             Year Ended             Year Ended
                                                                      December 31,1995      December 31, 1994       December 31,1993
                                                                      ----------------      -----------------       ----------------
<S>                                                                         <C>                    <C>                    <C>       
Interest on fixed maturities ..................................             $8,243,748             $8,091,627             $7,844,723
Interest on short term investments ............................                451,475                225,682                232,244
Interest on policy loans ......................................                973,242                886,465                771,082
Dividends on equity securities ................................                 58,305                 10,220                   --
                                                                            ----------             ----------             ----------

     Total investment income ..................................              9,726,770              9,213,994              8,848,049
     Investment expense .......................................                363,558                378,638                377,406
                                                                            ----------             ----------             ----------

Net investment income .........................................             $9,363,212             $8,835,356             $8,470,643
                                                                            ==========             ==========             ==========
</TABLE>

      The amortized cost and estimated  market values of investments at December
31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
                                                                                    Gross             Gross             Estimated
                                                               Amortized         Unrealized         Unrealized           Market
                                                                  Cost              Gains             Losses              Value
                                                              ------------       ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>                <C>         
Available-For-Sale Securities
December 31, 1995
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ........................................       $ 40,056,913       $  1,459,984       $       --         $ 41,516,897
  Debt Securities issued by
   States of the U.S. ..................................          9,067,445            215,464             10,295          9,272,614
  Corporate Debt Securities ............................         53,636,330          1,872,502            121,193         55,387,639
  Equity Securities ....................................            500,000             55,000               --              555,000
  Other Debt Securities ................................          7,010,398             78,876              6,338          7,082,936
                                                               ------------       ------------       ------------       ------------
                                                               $110,271,086       $  3,681,826       $    137,826       $113,815,086
                                                               ============       ============       ============       ============


December 31,1994
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ........................................       $ 49,362,608       $      5,901       $  1,541,620       $ 47,826,889
  Debt Securities issued by
   States of the U.S. ..................................          3,910,143               --              379,945          3,530,198
  Corporate Debt Securities ............................         53,768,481             86,359          2,578,037         51,276,803
  Equity Securities ....................................            500,000               --               15,000            485,000
  Other Debt Securities ................................            873,777              1,801             96,461            779,117
                                                               ------------       ------------       ------------       ------------
                                                               $108,415,009       $     94,061       $  4,611,063       $103,898,007
                                                               ============       ============       ============       ============
</TABLE>

                                       39

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)

   At December 31, 1995 and 1994,  the Company  recognized  "Unrealized  Holding
Gains   (Losses)  on   Available-For-   Sale   Securities"   of  $1,878,000  and
($2,486,000),  net of  applicable  deferred  income  taxes and  amortization  of
deferred  acquisition costs. The change in the Unrealized Holding Gains (Losses)
of $4,364,000, ($5,536,000) and $3,050,000 for 1995, 1994 and 1993, respectively
is reported as a separate component of stockholders' equity.

<TABLE>
<CAPTION>

<S>                                                                 <C>               <C>               <C>               <C>       
Held-To-Maturity Securities
December 31, 1995
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ............................................        $3,332,604        $  120,983        $     --          $3,453,587
  Corporate Debt Securities ................................         2,000,000              --              40,412         1,959,588
  Other Debt Securities ....................................           610,000              --                --             610,000
                                                                    ----------        ----------        ----------        ----------
                                                                    $5,942,604        $  120,983        $   40,412        $6,023,175
                                                                    ==========        ==========        ==========        ==========

December 31, 1994
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ............................................        $3,380,367        $    4,873        $   56,807        $3,328,433
  Corporate Debt Securities ................................         2,000,000              --             324,020         1,675,980
  Other Debt Securities ....................................           610,000              --                --             610,000
                                                                    ----------        ----------        ----------        ----------
                                                                    $5,990,367        $    4,873        $  380,827        $5,614,413
                                                                    ==========        ==========        ==========        ==========
</TABLE>

   The amortized cost and estimated  market value of debt securities at December
31, 1995, by contractual  maturity,  are shown below.  Expected  maturities will
differ from contractual  maturities because borrowers may have the right to call
or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                    Held to Maturity                  Available For Sale
                                                ---------------------------      -----------------------------
                                                Amortized        Estimated         Amortized       Estimated
                                                  Cost          Market Value         Cost         Market Value
                                                ----------       ----------      ------------     ------------
<S>                                             <C>              <C>             <C>              <C>         
Due in one year or less.......................  $2,239,580       $2,251,899      $  6,162,578     $  6,227,117
Due after one year through five years.........     361,632          362,031        32,404,977       34,434,038
Due after five years through ten years........   1,341,392        1,449,657        52,785,501       53,846,181
Due after ten years...........................   2,000,000        1,959,588        18,418,030       18,752,750
                                                ----------       ----------      ------------     ------------
                                                $5,942,604       $6,023,175      $109,771,086     $113,260,086
                                                ==========       ==========      ============     ============
</TABLE>

   Proceeds from sales of  investments  in fixed  maturities  were  $56,949,635,
$36,701,082 and $35,352,716 in 1995, 1994 and 1993, respectively. Gross gains of
$578,810  and gross  losses of  $205,228  were  realized on those sales in 1995.
Gross gains of $85,827 and gross losses of $345,814 were realized on those sales
in 1994.  Gross gains of $397,829 and gross  losses of $79,457 were  realized on
those sales in 1993.

   (d) Recognition of Revenue, Policyholder Account Balances and Policy Benefits

         Traditional Ordinary Life and Health

               Revenues from the traditional life insurance  policies  represent
          premiums  which are  recognized as earned when due.  Health  insurance
          premiums are  recognized  as revenue over the time period to which the
          premiums  relate.  Benefits and expenses  are  associated  with earned
          premiums so as to result in  recognition  of profits over the lives of
          the  contracts.  This  association  is  accomplished  by  means of the
          provision for  liabilities for future policy benefits and the deferral
          and amortization of policy acquisition costs.

                                                               40

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)

          Universal Life and Variable Life

               Revenues from universal life and variable life policies represent
          amounts assessed against  policyholders.  Included in such assessments
          are mortality charges, surrender charges and policy service fees.

               Policyholder  account  balances on universal  life consist of the
          premiums   received   plus   credited   interest,   less   accumulated
          policyholder  assessments.   Amounts  included  in  expense  represent
          benefits  in excess of  policyholder  account  balances.  The value of
          policyholder  accounts  on  variable  life are  included  in  separate
          account liabilities as discussed below.

          Annuities

               Revenues  from  annuity  contracts   represent  amounts  assessed
          against  contractholders.   Such  assessments  are  principally  sales
          charges,  administrative  fees, and in the case of variable annuities,
          mortality and expense risk charges.  The carrying value and fair value
          of fixed  annuities are equal to the  policyholder  account  balances,
          which represent the net premiums received plus accumulated interest.

   (e) Separate Accounts.  Separate account assets and the related  liabilities,
both of which are valued at market,  represent  segregated  variable annuity and
variable  life  contracts  maintained  in accounts  with  individual  investment
objectives.  All investment  income (gains and losses of these accounts) accrues
directly to the  contractholders and therefore does not affect net income of the
Company.

   (f) Reclassifications.  Certain  reclassifications have been made to the 1993
and 1994 Financial Statements in order to conform to the 1995 presentation.

                                       41

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)


Note 3 -- Fair Value of Financial Instruments

   The carrying  amounts for cash,  short-term  investments  and policy loans as
reported in the accompanying  balance sheet approximate  their fair values.  The
fair values for fixed  maturities  and  equity-securities  are based upon quoted
market prices,  where available or are estimated  using values from  independent
pricing services.

   The carrying  amounts for the Company's  liabilities  under investment - type
contracts  approximate  their fair values  because  interest  rates  credited to
account balances  approximate  current rates paid on similar investments and are
generally  not  guaranteed  beyond  one  year.  Fair  values  for the  Company's
insurance  contracts  other than investment - type contracts are not required to
be  disclosed.  However,  the  fair  values  of  liabilities  for all  insurance
contracts  are taken into  consideration  in the overall  management of interest
rate risk, which minimizes exposure to changing interest rates.

Note 4 -- Retirement Plans

   The Company has a non-contributory profit sharing plan for the benefit of its
employees which provides for retirement benefits based upon earnings. Vesting of
benefits is based upon years of service. The Company did not make profit sharing
contributions in 1995, 1994 and 1993.

   The Company also has a  non-contributory  retirement  plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$375,000 in 1995,  $312,000 in 1994 and $292,000 in 1993. The accrued  liability
of  approximately  $2,621,000 in 1995 and  $2,415,000 in 1994 was  sufficient to
cover the value of benefits provided by the plan.

Note 5 -- Commitments and Contingent Liabilities

   The Company has agreements with affiliates and non-affiliates as follows:

   (a) The Company's maximum retention on any one life is $100,000.  The Company
reinsures a portion of its risk with other insurance  companies and reserves are
reduced by the amount of  reserves  for such  reinsured  risks.  The  Company is
liable for any obligations which any reinsurance  company may be unable to meet.
The Company had reinsured  approximately  10% of its net life insurance in force
at December 31, 1995,  1994 and 1993.  The Company also had assumed  reinsurance
amounting to  approximately  20%, 21% and 22% of its net life insurance in force
at the respective year ends. None of these  transactions had any material effect
on the Company's operating results.

   (b) The Company and certain  affiliates  share office space,  data processing
facilities and management  personnel.  Charges for these services are based upon
space  occupied,  usage of data  processing  facilities  and time  allocated  to
management. During the years ended December 31, 1995, 1994 and 1993, the Company
paid  approximately  $1,282,000,  $1,099,000 and $1,187,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$196,000  in  1993  for  its  share  of the  cost  of  the  branch  offices  and
approximately  $8,739,000 in 1995, $6,651,000 in 1994,and $5,510,000 in 1993 for
commissions relating to the sale of its products.

   (c) The  Company is subject to  certain  claims and  lawsuits  arising in the
ordinary  course of  business.  In the  opinion of  management,  all such claims
currently  pending  will not have a  material  adverse  effect on the  financial
position of the Company or its results of operations.


                                       42

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 6 -- Adjustments Made to Statutory Accounting Practices

   Note 1 describes some of the common differences  between statutory  practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1995,  1994 and 1993 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                         Net Income                            Capital Shares and Surplus
                                                     Year Ended December 31                          at December 31
                                               ----------------------------------           -----------------------------------
                                               1995          1994            1993           1995           1994            1993
                                               ----          ----            ----           ----           ----            ----
<S>                                         <C>           <C>            <C>            <C>             <C>             <C>        
Reported on a statutory basis ............  $3,593,786    $2,205,814     $1,682,537     $21,600,537     $18,020,531     $15,933,807

Adjustments:
   Deferred policy acquisition costs (b) .    (554,677)     (434,228)      (274,329)     17,318,214      19,321,891      19,006,119
   Future policy benefits (a) ............     422,387       727,849        669,990      (2,912,483)     (3,334,870)     (4,062,719)
   Deferred income taxes .................     376,000       352,000      1,261,435          12,000       1,884,000      (1,322,799)
   Premiums due and deferred (e) .........      80,133        70,968         11,558      (1,444,568)     (1,524,702)     (1,595,669)
   Cost of colletion and other statutory
     liabilities .........................     (16,318)      (32,454)         8,598          49,267          65,585          98,039
   Non-admitted assets ...................        --            --             --           395,758         385,500         423,038
   Asset valuation reserve ...............        --            --        1,016,830         901,041         744,264
   Interest maintenance reserve ..........     (40,804)      (71,048)      (222,809)        200,690          (5,070)        325,965
   Gross unrealized holding gains (losses)
     on available-for-sale securities ....        --            --             --         3,544,000      (4,517,000)      4,623,799
   Net realized capital gains (losses) ...     373,582      (259,987)       262,712            --              --              --
   Other .................................     (14,750)          148          1,473            --              --              --
                                               625,553       353,248      1,718,628      18,179,708      13,176,375      18,240,037

In accordance with generally accepted
   accounting principles .................  $4,219,339    $2,559,062     $3,401,165     $39,780,245     $31,196,906     $34,173,844

Per share, based on 534,350 shares
   outstanding ...........................       $7.90         $4.79          $6.36          $74.45          $58.38          $63.95

</TABLE>


                                       43

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)

   The following is a description of the significant policies used to adjust the
net income and capital shares and surplus from a statutory to a GAAP basis.  (a)
Liabilities for future policy  benefits have been computed  primarily by the net
level premium method with assumptions as to anticipated  mortality,  withdrawals
and investment  yields.  The composition of the policy  liabilities and the more
significant assumptions pertinent thereto are presented below:

<TABLE>
<CAPTION>
             Distribution of Liabilities*                      Basis of Assumptions
- -----------------------------------------------------------------------------------------------------------
                                     Years
    1995            1994            of Issue          Interest                   Mortality Table                  Withdrawal
- -------------   ------------      ------------        --------           ----------------------------------       ----------
Non-par:
<S>             <C>               <C>                  <C>               <C>                                      <C>     
 $ 1,722,604    $ 1,721,636       1962-1967            4 1/2%            1955-60 Basic Select plus Ultimate       Linton B
   5,668,858      5,764,026       1968-1988            5 1/2%            1955-60 Basic Select plus Ultimate       Linton B
   2,574,079      2,583,886       1984-1988            7 1/2%            85% of 1965-70 Basic Select              Modified
                                                                            plus Ultimate                         Linton B
      74,055         62,830       1989-Present         7 1/2%            1975-80 Basic Select plus Ultimate       Linton B
     109,919         99,022       1989-Present         7 1/2%            1975-80 Basic Select plus Ultimate       Actual
      39,885         41,021       1989-Present         8%                1975-80 Basic Select plus Ultimate       Actual
  31,896,847     31,043,074       1985-Present         6%                Accumulation of Funds                    --
Par:                                                                    
     224,307        232,295       1966-1967            4 1/2%            1955-60 Basic Select plus Ultimate       Linton A
  13,557,033     13,696,383       1968-1988            5 1/2%            1955-60 Basic Select plus Ultimate       Linton A
     988,555      1,037,503       1981-1984            7 1/4%            90% of 1965-70 Basic Select
                                                                            plus Ultimate                         Linton B
   4,713,069      4,634,783       1983-1988            9 1/2%            80% of 1965-70 Basic Select
                                                                            plus Ultimate                         Linton B
  12,459,045      9,922,152       1990-Present         8%                66% of 1975-80 Basic Select
                                                                            plus Ultimate                         Linton B
Annuities:                                                              
  25,202,605     32,707,541       1976-Present         5 1/2%            Accumulation of Funds                    --
Miscellaneous:                                                          
  15,161,153     12,776,574       1962-Present         2 1/2%-3 1/2%    1958-CSO                                  None
</TABLE>

- ----------

*    The above amounts are before  deduction of deferred  premiums of $1,017,841
     in 1995 and $1,065,962 in 1994.

   (b) The costs of acquiring new business,  principally commissions and related
agency  expenses,  and  certain  costs  of  issuing  policies,  such as  medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions  which  were  used  for  computing  liabilities  for  future  policy
benefits.  Amortization of $1,672,429 in 1995, $1,573,216 in 1994 and $1,528,876
in 1993 was charged to operations.

   (c)  Participating  business  represented  11.1% and 11.9% of individual life
insurance in force at December 31, 1995 and 1994, respectively.

   The Board of Directors  annually  approves a dividend formula for calculation
of dividends to be distributed to participating policyholders.

   The  portion of  earnings  of  participating  policies  that can inure to the
benefit of shareholders is limited to the larger of 10% of such earnings or $.50
per thousand dollars of participating  insurance in force. Earnings in excess of
that  limit  must be  excluded  from  shareholders'  equity by a charge  against
operations.  No such  charge has been made,  since  participating  business  has
operated at a loss to date on a statutory  basis.  It is  anticipated,  however,
that the participating lines will be profitable over the lives of the policies.

   (d) New York State  insurance  law  prohibits  the  payment of  dividends  to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was  $11,815,645,  $8,235,339  and $6,148,130 at December
31, 1995, 1994 and 1993,  respectively.  

   (e)  Statutory  due and  deferred  premiums  are  adjusted  to conform to the
expected  premium revenue used in computing  future benefits and deferred policy
acquisition  costs. In this regard, the GAAP due premium is recorded as an asset
and the GAAP deferred premium is applied against future policy benefits.

                                       44

<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                    NOTES TO FINANCIAL STATEMENTS (Continued)

Note 7 -- Federal Income Taxes

   The Company joins with its parent company and other  affiliated  companies in
filing a  consolidated  Federal  income tax return.  The  provision  for Federal
income taxes is determined on a separate company basis.

   Retained earnings at December 31, 1995 included  approximately $146,000 which
is defined as "policyholders'  surplus" and may be subject to Federal income tax
at  ordinary  corporate  rates  under  certain  future   conditions,   including
distributions to stockholders.

   The Company  adopted  Statement of Financial  Accounting  Standards  No. 109,
"Accounting For Income Taxes" ("SFAS 109"),  effective January 1, 1993. SFAS 109
is an asset and liability approach that requires the recognition of deferred tax
assets and liabilities  for the expected future tax  consequences of events that
have been  recognized  in the  Company's  financial  statements  or tax returns.
Financial  statements  for the prior years were not restated and the  cumulative
effect of the accounting  change as of January 1, 1993 was to increase  earnings
by  $540,000.  This amount is reflected  in the 1993  accompanying  Statement of
Income  as the  cumulative  effect  of a  change  in  accounting  principle.  It
primarily  represents  the impact of  adjusting  deferred  taxes to reflect  the
current tax rate of 34% as opposed to the tax rates that were in effect when the
deferred taxes were originally recorded.

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

<TABLE>
<CAPTION>
                                                                         1995           1994
                                                                      -----------    -----------
<S>                                                                   <C>            <C>         
Policyholder dividend provision ...................................   $  (323,612)   $  (309,818)
Non-qualified agents' pension plan reserve ........................    (1,044,728)      (967,466)
Deferred policy acquisition costs .................................     2,968,214      3,521,550
Future policy benefits ............................................    (2,639,345)    (2,862,789)
Bond discount .....................................................        27,842         20,182
Unrealized holding gains  (losses) on Available-For-Sale Securities       967,000     (1,281,000)
Other .............................................................        32,629         (4,659)
                                                                      -----------    -----------
                                                                      $   (12,000)   $(1,884,000)
                                                                      ===========    ===========
</TABLE>


   The currently  payable  Federal  Income tax provision of $838,000 for 1994 is
net of a $102,000  Federal tax benefit  resulting from a capital loss carry back
of $259,987.

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

                                                          1995   1994      1993
                                                          ----   ----      ----
Application of statutory tax rate .....................    34%     34%      34%
Special tax deduction for life insurance companies ....    --     (18)     (16)
Other .................................................    --     --         2
                                                           --     ---      ---
                                                           34%     16%      20%
                                                           ==     ===      ===



                                       45

<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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



      We have audited the statement of assets and liabilities of First Investors
Life  Level  Premium  Variable  Life  Insurance  (a  separate  account  of First
Investors Life Insurance  Company,  registered as a unit investment  trust under
the  Investment  Company Act of 1940),  as of December 31, 1995, and the related
statement  of  operations  for the year then ended and changes in net assets for
each of the two years in the period then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all material  respects,  the financial position of First Investors Life Level
Premium  Variable Life Insurance as of December 31, 1995, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                             TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 19, 1996

                                       46

<PAGE>



                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF ASSETS AND LIABILITIES

                                December 31, 1995

ASSETS
  Investments at net asset value (Note 3):
    First Investors Life Series Fund ..........................     $104,883,874

LIABILITIES
    Payable to First Investors Life Insurance Company .........        2,498,974
                                                                    ------------

NET ASSETS ....................................................     $102,384,900

Net assets represented by Contracts ...........................     $102,384,900
                                                                    ============


                             STATEMENT OF OPERATIONS

                          Year ended December 31, 1995

INVESTMENT INCOME
  Income:
    Dividends .................................................     $  4,741,828
                                                                    ------------

        Total income ..........................................        4,741,828
                                                                    ------------

  Expenses:
    Cost of insurance charges (Note 4) ........................        2,536,392
    Mortality and expense risks (Note 4) ......................          453,172
                                                                    ------------

        Total expenses ........................................        2,989,564
                                                                    ------------

NET INVESTMENT INCOME .........................................        1,752,264
                                                                    ------------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of year ...........................................        5,684,606
  End of year .................................................       19,645,118
                                                                    ------------

Change in unrealized appreciation on investments ..............       13,960,512
                                                                    ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..........     $ 15,712,776
                                                                    ============


See notes to financial statements.

                                       47

<PAGE>



                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENTS OF CHANGES IN NET ASSETS

                            Years ended December 31,
<TABLE>
<CAPTION>
                                                                             1995            1994
                                                                        -------------    ------------
<S>                                                                     <C>              <C>          
Increase (Decrease) in Net Assets
  From Operations
      Net investment income (loss) ..................................   $   1,752,264    $   (930,887)
      Change in unrealized appreciation on investments ..............      13,960,512      (2,920,992)
                                                                        -------------    ------------

      Net increase (decrease) in net assets resulting from operations      15,712,776      (3,851,879)
                                                                        -------------    ------------

    From Unit Transactions
      Net insurance premiums ........................................      23,709,341      20,555,397
      Contract payments .............................................      (9,408,404)     (8,253,343)
                                                                        -------------    ------------

      Net increase in net assets derived from unit transactions .....      14,300,937      12,302,054
                                                                        -------------    ------------

      Net increase in net assets ....................................      30,013,713       8,450,175

Net Assets
    Beginning of year ...............................................      72,371,187      63,921,012
                                                                        -------------    ------------
    End of year .....................................................   $ 102,384,900    $ 72,371,187
                                                                        =============    ============
</TABLE>


See notes to financial statements.

                                       48

<PAGE>


                               FIRST INVETORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1995

Note 1 -- Organization

      First  Investors  Life Level  Premium  Variable Life  Insurance  (Separate
Account B), a unit investment trust registered under the Investment  Company Act
of 1940 (the 1940 Act), is a segregated  investment account established by First
Investors Life Insurance  Company (FIL).  Assets of the Separate  Account B have
been used to purchase  shares of First Investors Life Series Fund (The Fund), an
open-end  diversified  management  investment  company registered under the 1940
Act. Note 2 -- Significant Accounting Policies

      INVESTMENTS

           Shares of the Fund held by Separate Account B are valued at net asset
      value per share. All  distributions  received from the Fund are reinvested
      to purchase additional shares of the Fund at net asset value.

      NET ASSETS REPRESENTED BY CONTRACTS

           The net assets represented by contracts  represents the cash value of
      the  policyholder  accounts  which is the  estimated  liability for future
      policy  benefits.  The liability  for future  policy  benefits is computed
      based  upon  assumptions  as to  anticipated  mortality,  withdrawals  and
      investment  yields.  The  mortality  assumption  is based upon the 1975-80
      Basic Select plus Ultimate mortality table. F

      EDERAL INCOME TAXES

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

Note 3 -- Investments

      Investments consist of the following:

<TABLE>
<CAPTION>
                                                                      Net Asset       Market
                                                          Shares        Value          Value           Cost
                                                          ------        -----          -----           ----
<S>                                                     <C>            <C>          <C>             <C>        
First Investors Life
  Series Fund
    Cash Management..................................   1,196,086      $ 1.00       $ 1,196,083     $ 1,196,083
    High Yield.......................................   2,451,115       11.57        28,361,179      26,108,046
    Growth...........................................     848,602       20.47        17,374,997      13,260,442
    Discovery........................................     767,001       23.27        17,846,679      13,920,311
    Blue Chip........................................   1,129,035       16.98        19,169,491      14,174,034
    International Securities.........................   1,092,304       15.58        17,018,029      13,087,775
    Government.......................................      69,276       10.52           728,569         704,884
    Investment Grade.................................     152,649       11.73         1,794,254       1,623,546
    Utility Income...................................     118,831       11.74         1,394,593       1,163,635
                                                                                   ------------     -----------
                                                                                   $104,883,874     $85,238,756
                                                                                   ============     ===========
</TABLE>

   The High Yield Series'  investments in high yield securities whether rated or
unrated may be considered speculative and subject to greater market fluctuations
and risks of loss of income and  principal  than lower  yielding,  higher rated,
fixed income securities.

Note 4 -- Mortality and Expense Risks and Deductions

   In  consideration  for its  assumption  of the  mortality  and expense  risks
connected  with the Variable Life  Contracts,  FIL deducts an amount equal on an
annual  basis to .50% of the daily net asset  value of  Separate  Account B. The
deduction for the year ended December 31, 1995 was $453,172.

   A monthly charge is also made to Separate Account B for the cost of insurance
protection.  This amount  varies with the age and sex of the insured and the net
amount of  insurance  at risk.  For further  discussion,  see "Cost of Insurance
Protection"  in the  Prospectus.  For the year ended  December  31, 1995 cost of
insurance charges amounted to $2,536,392.


                                       49

<PAGE>


First Investors Life
Level Premium
Variable Life
Insurance
(Separate Account B)
- ---------------------------

Prospectus

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

April 29, 1996


First Investors Logo

Logo is described as follows:  the arabic numeral one separated
into seven vertical segments followed by the words "First
Investors."

Verticle line from top to bottom in center of page about 1/2 inch
in thickness

To the left of the verticle line is the following language:


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

General Description................................  2
Charges and Expenses...............................  6
The Variable Life Policy...........................  8
Illustrations of Death Benefits,
 Cash Values and Accumulated Premiums.............. 17
Federal Income Tax Status.......................... 22
Voting Rights...................................... 23
Officers and Directors of
 First Investors Life Insurance Company............ 24
Distribution of Policies........................... 25
Custodian.......................................... 26
Reports............................................ 26
State Regulation................................... 26
Experts............................................ 26
Relevance of Financial Statements.................. 27
Appendisx I -- Other Policy Provisions............. 27
Appendis II -- Additional Illustrations of Death
 Benefits, Cash Values and
 Accumulated Premiums.............................. 29
Financial Statements of First Investors Life....... 33
Financial Statements of Separate Account B......... 46



<PAGE>


                                    EXHIBITS
                                    --------

1.         (A - Form N-8B-2)

           1.*                     Resolution of Board of Directors Creating
                                   Separate Account

           2.**                    Safekeeping Agreement

           3(a)                    Not Applicable

           3(b)*                   Specimen Agent's Agreement

           3(c)                    See 1.A 3(b) above

           4.                      Not Applicable

           5.*                     Specimen Life Level Premium Variable Life
                                   Insurance Policy

           6.*                     Certificate of Incorporation, as amended,
                                   and By-Laws, as amended, of First Investors
                                   Life Insurance Company

           7.                      Not Applicable

           8.                      Not Applicable

           9.                      Not Applicable

           10*                     Application Form for Variable Life
                                   Insurance Policy

2.***      Opinion of Counsel

3.         Not Applicable

4.         Not Applicable

- ----------

     *    Incorporated by reference from Registrant's  Registration Statement on
          Form N-8B-2 (File No. 811-4328) previously filed with the Commission.

     **   Incorporated  by  reference  from  Amendment  No.  2  to  Registrant's
          Registration Statement on Form S-6 (File No. 2-98410) previously filed
          with the Commission

     ***  Incorporated by reference from  Registrant's Rule 24f-2 Notice for its
          fiscal  year ended  December  31,  1995 filed with the  Commission  on
          February 27, 1996.


<PAGE>


SIGNATURES

   
   Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant represents that this Amendment meets all the
requirements for effectiveness  pursuant to Rule 485(b) under the Securities Act
of 1933, and has duly caused this Post-Effective  Amendment to this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 22nd day of
April, 1996.
    


                                        FIRST INVESTORS LIFE LEVEL         
                                        PREMIUM VARIABLE LIFE INSURANCE    
                                        (SEPARATE ACCOUNT B)               
                                        (Registrant)                       
                                                                           
                                                                           
                                        BY: FIRST INVESTORS LIFE           
                                            INSURANCE COMPANY              
ATTEST:                                     (Depositor)                    
                                                                           
                                        

/S/ Carol Lerner Brown                  By  /S/ Richard H. Gaebler
- -----------------------------             --------------------------------    
Carol Lerner Brown, Secretary            Richard H. Gaebler, President 
                                       

   As  required  by  the  Securities  Act  of  1933,   this  Amendment  to  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:


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

/s/ Richard H. Gaebler
- ------------------------        President                         April 22, 1996
Richard H. Gaebler

/s/ Lawrence M. Falcon
- ------------------------        Senior Vice President             April 22, 1996
Lawrence M. Falcon                and Comptroller

/s/ Richard H. Gaebler
- ------------------------        Director                          April 22, 1996
Richard H. Gaebler


<PAGE>






Glenn O. Head*                  Chairman and Director             April 22, 1996
Jay G. Baris*                   Director                          April 22, 1996
George V. Ganter*               Director                          April 22, 1996
Robert J. Grosso*               Director                          April 22, 1996
Scott Hodes*                    Director                          April 22, 1996
Jackson Ream*                   Director                          April 22, 1996
Nelson Schaenen Jr.*            Director                          April 22, 1996
John T. Sullivan*               Director                          April 22, 1996
Kathryn S. Head*                Director                          April 22, 1996




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





               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
First Investors Life Insurance Company
95 Wall Street
New York, NY  10005


   We  hereby  consent  to the  use in  Post-Effective  Amendment  No.15  to the
Registration  Statement  on Form S-6  (File No.  2-98410)  of our  report  dated
February  19, 1996  relating to the December 31, 1995  financial  statements  of
First Investors Life Level Premium Variable Life Insurance  (Separate Account B)
and our report  dated  February  19,  1996  relating  to the  December  31, 1995
financial  statements  of First  Investors  Life  Insurance  Company,  which are
included in said Registration Statement.


                                               /s /Tait, Weller & Baker

                                               TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
April 22, 1996




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