FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B
497, 1997-04-29
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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 Level  Premium  Variable  Life  Insurance  (Separate
Account B) ("Separate  Account B"). A Policyowner  elects to have his or her net
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 30, 1997



<PAGE>


                              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 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.

   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.

   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.

   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.

   STATE  PREMIUM TAX CHARGE.  This charge is 2% of the 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  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, 1996, First Investors Life received
$5,419,000 in sales charges.



                                       2
<PAGE>


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.

   COST OF INSURANCE. After the net 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.

   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.

                               GENERAL DESCRIPTION

FIRST INVESTORS LIFE INSURANCE COMPANY

   First Investors Life Insurance  Company,  95 Wall Street,  New York, New York
10005 ("First  Investors  Life"),  a stock life insurance  company  incorporated
under  the  laws of the  State  of New  York in  1962,  writes  life  insurance,
annuities and accident and health insurance.  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 Administrative  Data Management Corp., the transfer
agent for Life Series Fund.  Mr.  Glenn O. Head  controls  FICC and,  therefore,
controls the Adviser and First Investors Life.

   First  Investors Life assumes all of the insurance risks under the Policy and
its assets support 



                                       3
<PAGE>


the Policy's benefits.  At December 31, 1996, First Investors Life had assets of
over $638 million and over $3.193 billion of life insurance in force. (See First
Investors Life's financial statements under "Financial Statements.")

SEPARATE ACCOUNT B

   First Investors Life Level Premium Variable Life Insurance  (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  with the Securities  and Exchange  Commission
("Commission")  as a unit investment  trust under the Investment  Company Act of
1940, as amended (the "1940 Act"),  but such  registration  does not involve any
supervision  by the  Commission of the  management  or  investment  practices or
policies of Separate Account 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  from  the
Policies 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:

         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 


                                       4
<PAGE>

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,   subject  to  compliance  with
applicable law, including approval of Policyowners if so required, (1) to invest
the assets of Separate  Account B in the shares of any  investment  companies or
series  thereof or any  investment  permitted  by law;  (2) 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; (3) 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;  (4) to deregister  Separate  Account B under the 1940 Act; and
(5) 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.


INVESTMENT OBJECTIVES AND RISK FACTORS

   When a Policy is purchased,  the Policyowner decides to place the net 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 net premium  increases over time as charges and expenses  decline.  As an
example,  using the policies illustrated on pages 21 through 23, 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>


   The investment  objectives and general  characteristics  of each Fund of Life
Series Fund which are  offered to  Policyowners  of  Separate  Account B are set
forth below.  See "Life Series Fund." 


                                       5
<PAGE>

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.


   Because  the Life  Series  Fund  sells its  shares to more than one  separate
account,  the  possibility  arises  that  violation  of the  Federal tax laws by
another separate account  investing in Life Series Fund could cause the Policies
funded through  Separate  Account B to lose their  tax-deferred  status,  unless
remedial action were taken.  There are also special risk factors which should be
considered  before  taking  advantage of the Policy Loan  Privilege.  These risk
factors are discussed in the "Loan Provision" section of this prospectus.


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 "Blue Chip"  companies  that the Adviser  believes have  potential
earnings  growth  that is  greater  than the  average  company  included  in the
Standard & Poor's 500 Composite Stock Price Index.


   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.


                                       6
<PAGE>

   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  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    (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 High Yield Fund is to seek to earn
a high level of current income. The Fund actively seeks to achieve its secondary
objective  of capital  appreciation  to the extent  consistent  with its primary
objective. The 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 Investment Grade Fund is
to seek a maximum level of income consistent with investment in investment grade
debt securities. The Fund seeks to achieve its objective primarily by investing,
under normal market  conditions,  in debt  securities  of U.S.  issuers that are
rated in one of the four highest rating categories by Moody's Investors Service,
Inc. or  Standard & Poor's  Ratings  Group or, if  unrated,  are deemed to be of
comparable quality by the Adviser.


   UTILITIES  INCOME FUND. The primary  objective of 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 rate, the market and
financial  risks of an 



                                       7
<PAGE>


investment  in the Fund's  shares,  as well as, the risk of  investing in a fund
that  sells its  shares  to other  separate  accounts  including  variable  life
insurance company separate accounts.

   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 shareholders of that Fund in
accordance with the 1940 Act.  Policyholders  investing in the Subaccount  which
invests in that Fund will have an opportunity to provide voting  instructions in
connection with any such vote (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 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 Meeting of Shareholders.

ADVISER


   First Investors  Management  Company,  Inc. (the "Adviser") is the investment
adviser of each Fund.  The Adviser  supervises and manages the  investments  and
operations of each Fund,  except for  International  Securities  Fund and Growth
Fund. The Adviser is a New York Corporation located at 95 Wall Street, New York,
New York 10005.  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, 1996.


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
Fund's 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.


                                       8
<PAGE>

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, 1994,  1995, and 1996, FIC received fees
of $4,048,086, $4,963,368, and $5,207,230,  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.


                            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.  The Date of Issue will generally be the date
on which the application is approved. The Date of Issue may be backdated to save
age but it cannot be earlier than either (a) the date the  application is signed
or (b) a date 15 days prior to the date on which the application is approved.

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.

   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.


                                       9
<PAGE>

   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
22, 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:


                                              CALCULATION OF CHANGE IN
                                            VARIABLE INSURANCE ADJUSTMENT
                                            AMOUNT AT END OF POLICY YEAR
                                               6                    12
                                           ---------            ----------
(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

Figures are rounded.


                                       10
<PAGE>

   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  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  22,  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:



                                       11
<PAGE>


<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 22), 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 22 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
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 


                                       12
<PAGE>

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 Fund 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
22, 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


                                       13
<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 21 to 23 and Pages 33 to 35 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,  and provided the allocation to any one Subaccount is not less
than 10% of the cash value.

   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. On any Policy  anniversary,  a Policyowner may also make a
partial  surrender  of the Policy.  This is  effected  by  reducing  the premium
amount.  It is permitted only if there are no  outstanding  policy loans and the
new modal premium due on the Policy  anniversary has been paid. All requirements
for a partial  surrender  must be  received  at the Home Office on or before the
Policy  anniversary.  The  partial  surrender  will be  effective  on the Policy
anniversary.  The amounts of the Guaranteed Insurance Amount (face amount of the
Policy), death benefit and cash value for the reduced Policy will be the same as
they would  have been had the  reduced  premium  been paid from  inception.  The
portion of the cash value of the original  Policy which is in excess of the cash
value of the reduced Policy will be paid to the Policyowner as a surrender.  The
cash value of the reduced Policy will be allocated  among the subaccounts in the
same  proportion  as the  cash  value  of the  original  Policy  was  allocated.
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 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 premium going into the  Subaccount(s) is
the same for 


                                       14
<PAGE>

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).

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.


    EFFECTS  OF LOANS.  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.  The Loan is charged to each Subaccount in proportion to
the  investment  in each  Subaccount as of the date of the Policy loan. A Policy
loan does not  affect  the  amount of the  premiums  due.  A Policy  loan  does,
however,  reduce the death  benefit and cash value by the amount of the loan. It
may also  permanently  affect the death benefit above the  Guaranteed  Insurance
Amount and the cash value whether or not the loan is repaid in whole or in part.
This is  because  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.

   A Policy  loan will have a  negative  impact on the  growth of the cash value
during  periods when the actual  returns of the  Subaccounts  exceed the assumed
rate  of 4%.  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).  Thus, 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 22,
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 22 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%.



                                       15
<PAGE>

   Conversely,  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.

   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.


   Policy loans are taxable if a Policy is  surrendered  or  terminates  for any
reason prior to the owner's death to the extent that they exceed cost basis.  As
a general rule the  Policyowner  is  responsible  for paying income taxes on the
difference  between the surrender value and total premiums paid. Any outstanding
Policy  loan  will be added to the  cash  surrender  value  for the  purpose  of
calculating income tax liability.  A termination could occur if the total amount
of  outstanding  loans  exceeds the cash  balance.  An example  might be adverse
market conditions causing this to occur. Consult with your representative or tax
advisor before taking Policy loans.


PREMIUMS

   ALLOCATION OF PREMIUM. At the time of application, the Policyowner decides to
place his or her net 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  


                                       16
<PAGE>

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.

   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 (1) 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 and (2) 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,  


                                       17
<PAGE>

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 22
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 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  


                                       18
<PAGE>

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 21 to 23 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  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 33 to 35 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 Fund's average daily net 
        assets.
   3.   Assumed operating expenses of 0.20% of each Fund's average daily net 
        assets.


                                       19
<PAGE>

   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.


                                       20
<PAGE>


                                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%          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.


                                       21
<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%          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.



                                       22
<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%          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.



                                       23
<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.  The tax law does not currently  provide guidance
as to the  circumstances  in which a Policyowner  may be said to have  "control"
over Separate Account B assets and thus be subject to current taxation on income
credited to the Policyowner's  Policy. The Treasury  Department has said that it
may provide such guidance by a ruling or  regulation.  It is not clear what this
additional  guidance  would  provide,  nor  whether  it  would be  applied  on a
prospective  basis only.  First  Investors  Life reserves the right to amend the
Policies in any  appropriate  way and take other action  necessary to avoid such
current  taxation.  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 


                                       24
<PAGE>

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 Policy (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.

   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.

   If a Policy is not a  modified  endowment  contract,  any loans  made under a
Policy will be treated as indebtedness and no part of such loans will constitute
income to the  Policyowner,  unless the Policy is  surrendered or terminated for
any reason prior to the  Policyowner's  death. See "Effects of Loans" on page 15
to 16 of this Prospectus.  In addition, the interest on such loan generally will
not be deductible.

   Upon  surrender of a Policy,  taxation of the Surrender  Value will depend on
the Payment Option that the Policyowner has selected.  If payment is in one sum,
the Policyowner will be taxed on the income in the Policy at the time payment is
made. If payment is in installments,  the Policyowner 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.


                                       25
<PAGE>

   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


   First Investors Life will vote the shares of any Fund held in a corresponding
Subaccount or directly, at any Fund shareholders meeting, in accordance with its
view of  present  law.  It  will  vote  Fund  shares  held in any  corresponding
Subaccount as follows: shares attributable to Policyowners for which it receives
instructions,  in  accordance  with the  instructions;  shares  attributable  to
Policyowners for which it does not receive instructions,  in the same proportion
that it votes shares held in the Subaccount for which it receives  instructions;
and shares not  attributable  to  Policyowners,  in the same  proportion that it
votes shares held in the Subaccount that are  attributable  to Policyowners  and
for which it receives  instructions.  First Investors Life will vote Fund shares
held  directly  by it in the same  proportion  that it votes  shares held in any
corresponding subaccounts that are attributable to Policyowners and for which it
receives  instructions,  except where there are no shares held in any subaccount
it will vote its own  shares as it deems  appropriate.  All of the shares of any
Fund held by First  Investors  Life  through a  Subaccount  or directly  will be
presented at any Fund shareholders meeting for purposes of determining a quorum.

   The  number  of  Fund  shares  held  in a  corresponding  Subaccount  that is
attributable  to each  Policyowner  is determined  by dividing the  Subaccount's
Accumulated  Value by the net asset value of one Fund share. The number of votes
that a  Policyowner  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.  Each  Policyowner  having a
voting  interest  in a  Subaccount  will be sent  meeting  and  other  materials
relating to the Fund.

   First  Investors  Life  reserves the right to proceed other than as described
above,  including the right to vote shares of any Fund in its own right,  to the
extent permitted by law.

   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.



                                       26
<PAGE>

        OFFICERS AND DIRECTORS OF FIRST INVESTORS LIFE INSURANCE COMPANY

                                             PRINCIPAL OCCUPATION FOR 
   NAME                     OFFICE           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.
                                                      


Glenn T. Dallas            Director          Retired    since   April   1996;
                                             Division  President  and  Senior
                                             Vice  President,   ADT  Security
                                             Systems, Parsippany, New Jersey,
                                             prior thereto.


William H. Drinkwater      First Vice        First Vice President and Chief 
                         President and       Actuary, First Investors Life.
                         Chief Actuary

Lawrence M. Falcon          Senior           Senior Vice President and 
                        Vice President       Comptroller, First Investors Life.
                        and Comptroller

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

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

George V. Ganter           Director          Vice President,  First Investors
                                             Asset Management Company,  Inc.,
                                             Portfolio Manager, FIMCO.


Robert J.  Grosso          Director          Director  of   Compliance,   FIC
                                             since  April   1997;   Assistant
                                             Counsel   since   January  1995;
                                             Business  Consultant from August
                                             1994 to January 1995;  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.




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


                                       27
<PAGE>

William M. Lipkus       Vice President       Vice President,  First Investors
                           and Chief         Life   since  May  1996;   Chief
                                             Accounting  Officer  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,  Delaware,  Florida,  Georgia, Iowa, Illinois,  Indiana,  Kentucky,
Louisiana, Massachusetts,  Maryland, Michigan, Minnesota, Missouri, Mississippi,
North Carolina,  Nebraska,  New Jersey,  New Mexico,  New York, 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, 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  Subacounts  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


                                       28
<PAGE>


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, 1996, 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.

                        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).



                                       29
<PAGE>

                      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.

   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.

   ACCIDENTAL  DEATH BENEFIT.  Providing for an additional fixed amount of death
benefit in the event the Insured dies from  accidental  bodily injury before the
Policy anniversary nearest the Insured's 70th birthday.

   TERM INSURANCE.  Providing 12 year convertible level term insurance.


                                       30
<PAGE>

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  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.



                                       31
<PAGE>

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


   Tables on Pages 33 to 35 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
33 is based on an annual  premium  of $600 for a male issue age 10, the table on
Page 34 is based on an annual premium of $1,200 for a male issue age 25, and the
table on Page 35 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 19 for additional discussion and to Pages 21 to
23 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.



                                       32
<PAGE>

                                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.



                                       33
<PAGE>

34


                                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.



                                       34
<PAGE>

35


                                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.



                                       35
<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, 1996 and 1995, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1996.  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,  1996 and 1995,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996, in conformity with generally accepted accounting principles.

                                             TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 24, 1997




                                       36
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                     ASSETS

<TABLE>

<CAPTION>
                                                                        DECEMBER 31, 1996       DECEMBER 31,1995
<S>                                                                     <C>                     <C>
Investments (note 2):
  Available-for-sale securities.......................................    $114,011,891             $113,815,086
  Held-to-maturity securities.........................................       5,549,214                5,942,604
  Short term investments..............................................       7,667,491                5,160,201
  Policy loans........................................................      18,865,648               17,016,692
                                                                        ---------------          --------------

     Total investments................................................     146,094,244              141,934,583

Cash .................................................................         901,980                1,189,030
Premiums and other receivables, net of allowances of
  $30,000 in 1996 and 1995............................................       3,998,210                4,334,595
Accrued investment income.............................................       2,903,566                2,833,561
Deferred policy acquisition costs (note 6)............................      17,547,129               17,318,214
Deferred Federal income taxes (note 7)     ...........................         934,000                   12,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $925,736 in 1996 and $800,593 in 1995...............         146,078                  236,736
Other assets..........................................................         136,302                  123,509
Separate account assets...............................................     465,456,848              344,568,486
                                                                         --------------           -------------

     Total assets.....................................................    $638,118,357              $512,550,714
                                                                          =============             ============

                      LIABILITIES AND STOCKHOLDER'S EQUITY
<CAPTION>
<S>                                                                      <C>
LIABILITIES:
Policyholder account balances (note 6)................................    $113,295,474             $113,374,173
Claims and other contract liabilities.................................      12,190,281               11,289,108
Accounts payable and accrued liabilities..............................       3,730,943                4,150,250
Separate account liabilities..........................................     464,852,507              343,956,938
                                                                         --------------           -------------

     Total liabilities................................................     594,069,205              472,770,469
                                                                         --------------           -------------

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).................................................         644,000                1,878,000
Retained earnings ....................................................      34,370,809               28,867,902
                                                                         --------------          --------------

     Total stockholder's equity.......................................      44,049,152               39,780,245
                                                                        ---------------          --------------

     Total liabilities and stockholder's equity.......................    $638,118,357              $512,550,714
                                                                          =============             ============
</TABLE>


See accompanying notes to financial statements.



                                       37
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME

<TABLE>

<CAPTION>
                                                               YEAR ENDED          YEAR ENDED         YEAR ENDED
                                                        DECEMBER 31, 1996    DECEMBER 31,1995   DECEMBER 31,1994
<S>                                                     <C>                  <C>                <C>
REVENUES
  Policyholder fees...................................        $22,955,165        $ 19,958,420       $16,433,269
  Premiums............................................          6,725,329           7,293,719         7,630,182
  Investment income (note 2)..........................          9,771,389           9,363,212         8,835,356
  Realized gain (loss) on investments.................           (221,025)            373,582          (259,987)
  Other income........................................            704,678             835,703           701,355
                                                            -------------       -------------      ------------

     Total income.....................................         39,935,536          37,824,636        33,340,175
                                                            -------------       -------------      ------------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......         12,912,810          13,027,516        14,297,499
  Dividends to policyholders..........................            964,913             954,384           910,754
  Amortization of deferred acquisition costs (note 6).          1,454,408           1,672,429         1,573,216
  Commissions and general expenses....................         16,287,498          15,773,968        13,513,644
                                                            -------------       -------------      ------------

     Total benefits and expenses......................         31,619,629          31,428,297        30,295,113
                                                            -------------       -------------      ------------

Income before Federal income tax .....................          8,315,907           6,396,339         3,045,062

Federal income tax (note 7):
  Current.............................................          3,099,000           2,553,000           838,000
  Deferred............................................           (286,000)           (376,000)         (352,000)
                                                            -------------       -------------      ------------

                                                                2,813,000           2,177,000           486,000
                                                            -------------       -------------      ------------


Net Income............................................     $   5,502,907         $  4,219,339       $ 2,559,062
                                                           =============        =============       ===========

Income per share, based on 534,350 shares
outstanding...........................................            $10.30                $7.90             $4.79
                                                         ===============    =================   ===============
</TABLE>


See accompanying notes to financial statements.



                                       38
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>

<CAPTION>
                                                           YEAR ENDED           YEAR ENDED         YEAR ENDED
                                                       DECEMBER 31,1996      DECEMBER 31,1995   DECEMBER 31, 1994
<S>                                                       <C>                  <C>                 <C>
Balance at beginning of year............................. $ 39,780,245         $ 31,196,906        $  34,173,844
Net income...............................................    5,502,907            4,219,339            2,559,062
Increase (decrease) in unrealized holding gains on
  available-for-sale securities..........................   (1,234,000)           4,364,000           (5,536,000)
                                                          ------------         ------------        -------------
Balance at end of year................................... $ 44,049,152         $ 39,780,245        $  31,196,906
                                                          ============         ============        =============

                            STATEMENTS OF CASH FLOWS

<CAPTION>
                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DECEMBER 31, 1996   DECEMBER 31, 1995   DECEMBER 31,1994
                                                        -----------------   -----------------   ----------------
<S>                                                        <C>                <C>                 <C>
Increase (decrease) in cash: 
   Cash flows from operating activities:
     Policyholder fees received..........................  $ 22,925,131       $  19,374,522       $  16,433,269
     Premiums received...................................     6,413,009           6,895,096           7,366,276
     Amounts received on policyholder accounts...........   105,489,481          87,156,662          63,526,544
     Investment income received..........................     9,964,169           9,360,894           8,886,847
     Other receipts......................................        55,779              69,621              46,581
     Benefits and contract liabilities paid..............  (117,321,389)       (101,642,156)        (75,131,594)
     Commissions and general expenses paid...............   (20,857,687)        (18,176,870)        (15,252,935)
                                                          -------------        ------------        -------------

     Net cash provided by (used for) operating
        activities.......................................     6,668,493           3,037,769           5,874,988
                                                          -------------        ------------        -------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities.........    39,062,702          58,755,827          36,751,082
     Purchase of investment securities...................   (44,134,604)        (58,622,646)        (42,164,770)
     Purchase of furniture, equipment and other
       assets...........................................        (34,485)           (128,442)            (67,121)
     Net increase in policy loans........................    (1,848,956)         (2,330,591)         (1,801,780)
     Investment in Separate Account .....................          (200)           (500,000)                 --
                                                          -------------        ------------        -------------

     Net cash provided by (used for) investing
       activities........................................    (6,955,543)         (2,825,852)          (7,282,589)
                                                          -------------        ------------        -------------
     Net increase (decrease) in cash.....................      (287,050)            211,917           (1,407,601)

Cash
  Beginning of year .....................................     1,189,030             977,113            2,384,714
                                                          -------------        ------------        -------------
  End of year............................................ $     901,980        $  1,189,030        $     977,113
                                                          =============        ============        =============
</TABLE>

The Company received a refund of Federal income tax of $102,000 in 1995 and paid
Federal  income tax of $3,243,000 in 1996,  $2,125,000 in 1995 and $1,368,000 in
1994.


See accompanying notes to financial statements.


                                       39
<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS


<TABLE>

<CAPTION>
                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DECEMBER 31, 1996   DECEMBER 31, 1995   DECEMBER 31, 1994
                                                        -----------------   -----------------   -----------------
<S>                                                           <C>                 <C>
Reconciliation  of net  income  to net cash  
  provided by (used for) operating activities:

         Net income........................................   $ 5,502,907         $ 4,219,339        $ 2,559,062

         Adjustments to reconcile  net income to net cash 
          provided by (used for) operating activities:
            Depreciation and amortization..................       130,924             141,121            122,199
            Amortization of deferred policy acquisition
              costs........................................     1,454,408           1,672,429          1,573,216
Realized investment (gains) losses.........................       221,025            (373,582)           259,987
            Amortization of premiums and discounts on
              investments..................................       262,785             237,472            287,340
            Deferred Federal income taxes..................      (286,000)           (376,000)          (352,000)
            Other items not requiring cash - net...........         6,794           ( 112,268)              (149)

         (Increase) decrease in:
            Premiums and other receivables, net............       336,385            (433,106)        (1,055,910)
            Accrued investment income......................       (70,005)           (239,790)          (235,849)
            Deferred policy acquisition costs, exclusive
              of amortization..............................    (1,275,323)         (1,117,752)        (1,138,988)
            Other assets...................................       (18,574)             64,490            (30,882)

         Increase (decrease) in:
            Policyholder account balances..................       (78,699)         (1,882,591)         2,719,458
            Claims and other contract liabilities..........       901,173             551,392            503,025
            Accounts payable and accrued liabilities.......      (419,307)            686,615            664,479
                                                              -----------        ------------        -----------

                                                              $ 6,668,493         $ 3,037,769        $ 5,874,988
                                                              ===========         ===========        ===========
</TABLE>



See accompanying notes to financial statements.



                                       40
<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.



                                       41
<PAGE>

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

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

    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 31,1996   DECEMBER 31, 1995     DECEMBER 31,1994
<S>                                                      <C>                  <C>                  <C>
Interest on fixed maturities.............................   $8,559,429          $8,243,748          $8,091,627
Interest on short term investments.......................      410,930             451,475             225,682
Interest on policy loans.................................    1,151,681             973,242             886,465
Dividends on equity securities...........................       43,756              58,305              10,220
                                                         -------------       -------------         -----------

     Total investment income.............................   10,165,796           9,726,770           9,213,994
     Investment expense..................................      394,407             363,558             378,638
                                                          ------------        ------------        ------------

Net investment income....................................   $9,771,389          $9,363,212          $8,835,356
                                                            ==========          ==========          ==========
</TABLE>

      The amortized cost and estimated  market values of investments at December
31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
                                                                      GROSS             GROSS         ESTIMATED
                                                  AMORTIZED        UNREALIZED        UNREALIZED        MARKET
                                                    COST              GAINS            LOSSES           VALUE
<S>                                            <C>                 <C>            <C>
Available-For-Sale Securities
December 31, 1996
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies...............................  $ 41,254,552       $  569,803      $   157,020     $  41,667,335
  Debt Securities issued by
   States of the U.S..........................     5,525,022              --           172,264         5,352,758
  Corporate Debt Securities...................    56,013,590        1,217,747          297,752        56,933,585
  Other Debt Securities ......................     9,952,727          133,266           27,780        10,058,213
                                                ------------       ----------      -----------      ------------
                                                $112,745,891       $1,920,816      $   654,816      $114,011,891
                                                ============       ==========      ===========      ============

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
</TABLE>




                                       42
<PAGE>

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



  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
                            ============   ==========   =========   ============

   At December 31, 1996 and 1995,  the Company  recognized  "Unrealized  Holding
Gains (Losses) on Available-For-Sale Securities" of $644,000 and $1,878,000, net
of applicable  deferred income taxes and  amortization  of deferred  acquisition
costs.  The change in the  Unrealized  Holding Gains  (Losses) of  ($1,234,000),
$4,364,000 and ($5,536,000) for 1996, 1995 and 1994, respectively is reported as
a separate component of stockholders' equity.

Held-To-Maturity Securities
December 31,1996
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
 and Agencies ...........   $3,439,214   $36,945   $   10,944   $3,465,215
Corporate Debt Securities    2,000,000        --       66,200    1,933,800
Other Debt Securities ...      110,000        --           --      110,000
                            ----------   -------   ----------   ----------
                            $5,549,214   $36,945   $   77,144   $5,509,015
                            ==========   =======   ==========   ==========

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
                            ==========   ========   ==========   ==========


      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1996, 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.



                                       43
<PAGE>

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

<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 ..............   $  100,000   $    100,000   $  2,359,443   $  2,368,650
Due after one year through five years       267,660        265,400     36,423,615     36,855,145


Due after five years through ten years    3,181,554      3,209,815     48,199,575     49,009,561
Due after ten years ..................    2,000,000      1,933,800     25,763,258     25,778,535
                                         ----------   ------------   ------------   ------------
                                         $5,549,214   $  5,509,015   $112,745,891   $114,011,891
                                         ==========   ============   ============   ============
</TABLE>


      Proceeds from sales of investments in fixed  maturities were  $39,046,422,
$56,949,635 and $36,701,082 in 1996, 1995 and 1994, respectively. Gross gains of
$185,708  and gross  losses of  $406,733  were  realized on those sales in 1996.
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.

      (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.

           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



                                       44
<PAGE>

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



           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
1994 and 1995 Financial Statements in order to conform to the 1996 presentation.

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 participates in a non-contributory profit sharing plan for the
benefit of its employees  and those of other  wholly-owned  subsidiaries  of its
parent. The Plan provides for retirement  benefits based upon earnings.  Vesting
of  benefits is based upon years of service.  For the years ended  December  31,
1996,  1995 and 1994, the Company  charged  operations  approximately  $100,000,
$40,000 and $ 0, respectively for its portion of the contribution.

      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
$414,000 in 1996,  $375,000 in 1995 and $312,000 in 1994. The accrued  liability
of  approximately  $2,858,000 in 1996 and  $2,621,000 in 1995 was  sufficient to
cover the value of benefits provided by the plan.



                                       45
<PAGE>

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


      In addition,  the Company  participates  in a 401(k) savings plan covering
all of its eligible  employees and those of other  wholly-owned  subsidiaries of
its parent whereby  employees may  voluntarily  contribute a percentage of their
compensation with the Company matching a portion of the contributions of certain
employees.  The  amount  contributed  by the  Company  in 1996  and 1995 was not
material.

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,  1996,  1995 and 1994.  The Company also had
assumed reinsurance  amounting to approximately 21%, 20% and 21% 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, 1996, 1995 and 1994, the Company
paid  approximately  $1,222,000,  $1,282,000 and $1,099,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$9,709,000 in 1996,  $8,739,000 in 1995,and  $6,651,000 in 1994 for  commissions
relating to the sale of its products.

           The   Company   maintains  a  checking   account   with  a  financial
institution,  which is also a wholly-owned subsidiary of its parent. The balance
in this account was approximately $ 326,000 at December 31, 1996 and $343,000 at
December 31, 1995.

      (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.

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, 1996,  1995 and 1994 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.




                                       46
<PAGE>

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

<TABLE>
<CAPTION>

                                                   NET INCOME                 CAPITAL SHARES AND SURPLUS
                                             YEAR ENDED DECEMBER 31                  AT DECEMBER 31
                                             -----------------------          --------------------------
                                            1996      1995        1994         1996        1995          1994
<S>                                     <C>        <C>         <C>         <C>         <C>          <C>

Reported on a statutory basis.......... $5,002,533 $3,705,334  $2,205,814  $26,580,877 $21,600,537  $18,020,531
                                        ---------- ----------  ----------  ----------- -----------  -----------

Adjustments:
   Deferred policy acquisition costs (b)  (179,085)  (554,677)   (434,228)  17,547,129  17,318,214   19,321,891
   Future policy benefits (a)..........    514,086    422,387     727,849   (2,398,397) (2,912,483)  (3,334,870)
   Deferred income taxes...............    286,000    376,000     352,000      934,000      12,000    1,884,000
   Premiums due and deferred (e).......     85,461     80,133      70,968   (1,359,107) (1,444,568)  (1,524,702)
   Cost of colletion and other statutory
     liabilities.......................    (12,283)   (16,318)    (32,454)      36,984      49,267       65,585
   Non-admitted assets.................       --         --          --        298,731     395,758      385,500
Asset valuation reserve................       --         --          --      1,136,664   1,016,830      901,041
   Interest maintenance reserve.......     (48,542)   (40,804)    (71,048)       6,271     200,690       (5,070)
   Gross unrealized holding gains (losses) on
     available-for-sale securities...           --       --          --      1,266,000   3,544,000   (4,517,000)
   Net realized capital gains (losses).   (221,025)   373,582    (259,987)        --          --           --
   Other...............................     75,762   (126,298)        148         --          --
                                        ---------- ----------  ----------  ----------- -----------  -----------
                                           500,374    514,005     353,248   17,468,275  18,179,708   13,176,375
                                        ---------- ----------  ----------  ----------- -----------  -----------

In accordance with generally accepted
   accounting principles............... $5,502,907 $4,219,339  $2,559,062  $44,049,152 $39,780,245  $31,196,906
                                        ========== ==========  ==========  =========== ===========  ===========

Per share, based on 534,350 shares
   outstanding.........................     $10.30      $7.90       $4.79       $82.44      $74.45       $58.38
                                            ======     ======      ======       ======      ======       ======
</TABLE>


   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
      1996           1995       OF ISSUE          INTEREST                  MORTALITY TABLE             WITHDRAWAL
      ----           ----       --------          --------                  ---------------             ----------
<S>             <C>           <C>                 <C>            <C>                                    <C>

Non-par:
 $ 1,655,040    $ 1,722,604   1962-1967            4 1/2%        1955-60 Basic Select plus Ultimate      Linton B
   5,814,885      5,668,858   1968-1988            5 1/2%        1955-60 Basic Select plus Ultimate      Linton B
   2,546,702      2,574,079   1984-1988            7 1/2%        85% of 1965-70 Basic Select             Modified
                                                                   plus Ultimate                         Linton B
      86,508         74,055   1989-Present         7 1/2%        1975-80 Basic Select plus Ultimate      Linton B
     113,117        109,919   1989-Present         7 1/2%        1975-80 Basic Select plus Ultimate      Actual
      34,185         39,885   1989-Present         8%            1975-80 Basic Select plus Ultimate      Actual
</TABLE>



                                       47
<PAGE>

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



<TABLE>
<CAPTION>

<S>             <C>           <C>                 <C>            <C>                                    <C>
  31,902,122     31,896,847   1985-Present         6%         Accumulation of Funds                      --
Par:
     223,500        224,307   1966-1967            4 1/2%        1955-60 Basic Select plus Ultimate      Linton A
  13,357,249     13,557,033   1968-1988            5 1/2%        1955-60 Basic Select plus Ultimate      Linton A
     975,132        988,555   1981-1984            7 1/4%        90% of 1965-70 Basic Select
                                                                   plus Ultimate                         Linton B
   4,772,595      4,713,069   1983-1988            9 1/2%        80% of 1965-70 Basic Select
                                                                plus Ultimate                            Linton B
  14,031,404     12,459,045   1990-Present         8%         66% of 1975-80 Basic Select
                                                                plus Ultimate                            Linton B
Annuities:
  21,779,771     25,202,605   1976-Present         5 1/2%        Accumulation of Funds                   --
Miscellaneous:
  16,939,829     15,161,153   1962-Present         2 1/2%-3 1/2%    1958-CSO                             None
</TABLE>


- ----------
*  The above  amounts are before  deduction of deferred  premiums of $936,565 in
   1996 and $1,017,841 in 1995.


      (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 $1,454,408 in 1996, $1,672,429 in 1995 and $1,573,216
in 1994 was charged to operations.
      (c) Participating  business  represented 9.8% and 11.1% of individual life
insurance in force at December 31, 1996 and 1995, 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  $16,796,135,  $11,815,645 and $8,235,339 at December
31, 1996, 1995 and 1994, 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.

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.



                                       48
<PAGE>

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



      Retained  earnings at December 31, 1996  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.


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

<TABLE>
<CAPTION>

                                                                    1996                  1995
                                                                    ----                  ----
<S>                                                            <C>                    <C>
Policyholder dividend provision.............................   $   (332,719)          $  (323,612)
Non-qualified agents' pension plan reserve..................     (1,127,384)           (1,044,728)
Deferred policy acquisition costs...........................      2,507,526             2,968,214
Future policy benefits......................................     (2,346,908)           (2,639,345)
Bond discount...............................................         28,677                27,842
Unrealized holding gains  (losses) on 
  Available-For-Sale Securities.............................        331,000               967,000
Other.......................................................          5,808                32,629
                                                                -----------           -----------
                                                                $  (934,000)          $   (12,000)
                                                                ===========           ===========
</TABLE>


      The currently  payable Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit  resulting from a capital loss carryback
of $221,025 and the  $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:

                                                       1996     1995    1994
                                                       ----     ----    ----
Application of statutory tax rate......................  34%     34%     34%
Special tax deduction for life insurance companies.....  --      --     (18)
                                                        ---     ---     ---
                                                         34%     34%     16%
                                                         ===     ===    ====




                                       49
<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, 1996, 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, 1996, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended,  in conformity  with generally  accepted
accounting principles.

                                                       TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 24, 1997




                                       50
<PAGE>

                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF ASSETS AND LIABILITIES

                                DECEMBER 31, 1996


ASSETS
  Investments at net asset value (Note 3):
    First Investors Life Series Fund.........................  $135,984,462

LIABILITIES
    Payable to First Investors Life Insurance Company........     2,829,055
                                                               ------------

NET ASSETS...................................................  $133,155,407

Net assets represented by Contracts..........................  $133,155,407
                                                               ============


                             STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1996

INVESTMENT INCOME
  Income:
    Dividends................................................     5,767,048
                                                               ------------

        Total income.........................................     5,767,048
                                                               ------------

  Expenses:
    Cost of insurance charges (Note 4).......................     2,984,274
    Mortality and expense risks (Note 4).....................       600,034
                                                               ------------

        Total expenses.......................................     3,584,308
                                                               ------------

NET INVESTMENT INCOME........................................     2,182,740
                                                               ------------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of year..........................................    19,645,118
  End of year................................................    32,071,931
                                                               ------------

Change in unrealized appreciation on investments.............    12,426,813
                                                               ------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.........  $ 14,609,553
                                                               ============



See notes to financial statements.


                                       51
<PAGE>

                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENTS OF CHANGES IN NET ASSETS

                            YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

                                                                    1996             1995
                                                                    ----             ----
<S>                                                           <C>              <C>
Increase (Decrease) in Net Assets
  From Operations
      Net investment income................................   $   2,182,740    $   1,752,264
      Change in unrealized appreciation on investments.....      12,426,813       13,960,512
                                                              -------------    -------------

      Net increase in net assets resulting from 
        operations.........................................      14,609,553       15,712,776
                                                              -------------    -------------

    From Unit Transactions
      Net insurance premiums...............................      27,107,376       23,709,341
      Contract payments....................................     (10,946,422)      (9,408,404)
                                                              -------------    -------------

      Net increase in net assets derived from unit 
       transactions........................................      16,160,954       14,300,937
                                                              -------------    -------------

      Net increase in net assets...........................      30,770,507       30,013,713

Net Assets
    Beginning of year......................................     102,384,900       72,371,187
                                                              -------------    -------------
    End of year............................................   $ 133,155,407    $ 102,384,900
                                                              =============    =============
</TABLE>


See notes to financial statements.


                                       52
<PAGE>

                               FIRST INVETORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996


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.  FEDERAL 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..............  1,228,998    $ 1.00     $ 1,228,998     $ 1,228,998
    High Yield...................  2,643,599     11.93      31,539,324      28,206,557
    Growth.......................  1,015,261     24.56      24,934,841      16,868,652
    Discovery....................    973,920     25.06      24,405,742      18,763,314
    Blue Chip....................  1,318,649     19.77      26,070,652      17,531,293
    International Securities.....  1,301,879     17.19      22,376,887      16,415,746
    Government...................     79,835     10.19         813,719         827,433
    Investment Grade.............    183,156     11.36       2,080,204       1,936,196
    Utility Income...............    201,555     12.57       2,534,095       2,134,342
                                                          ------------    ------------
                                                          $135,984,462    $103,912,531
                                                          ============    ============
</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, 1996 was $600,034.
         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, 1996
cost of insurance charges amounted to $2,984,274.



                                       53


<PAGE>

First Investors Life
Level Premium
Variable Life
Insurance Policies

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

Prospectus

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

April 30, 1997


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

Charges and Expenses...............................  2
General Description................................  3
The Variable Life Policy...........................  9
Illustrations of Death Benefits,
 Cash Values and Accumulated Premiums.............. 19
Federal Income Tax Status.......................... 24
Voting Rights...................................... 26
Officers and Directors of
 First Investors Life Insurance Company............ 27
Distribution of Policies........................... 28
Custodian.......................................... 28
Reports............................................ 29
State Regulation................................... 29
Experts............................................ 29
Relevance of Financial Statements.................. 29
Appendix I -- Other Policy Provisions.............. 30
Appendix II -- Additional Illustrations of Death
 Benefits, Cash Values and
 Accumulated Premiums.............................. 32
Financial Statements of First Investors Life....... 36
Financial Statements of Separate Account B......... 50


LIFE 318

<PAGE>

FIRST INVESTORS LIFE SERIES FUND

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

         This is a Prospectus for FIRST INVESTORS LIFE SERIES FUND ("Life Series
Fund"), an open-end,  diversified management investment company. The Fund offers
eleven  separate  investment  series,  each of which  has  different  investment
objectives and policies: FIRST INVESTORS LIFE BLUE CHIP FUND ("BLUE CHIP FUND"),
FIRST  INVESTORS  LIFE CASH  MANAGEMENT  FUND ("CASH  MANAGEMENT  FUND"),  FIRST
INVESTORS  LIFE  DISCOVERY  FUND  ("DISCOVERY   FUND"),   FIRST  INVESTORS  LIFE
GOVERNMENT FUND ("GOVERNMENT  FUND"),  FIRST INVESTORS LIFE GROWTH FUND ("GROWTH
FUND"),  FIRST  INVESTORS  LIFE HIGH  YIELD  FUND  ("HIGH  YIELD  FUND"),  FIRST
INVESTORS LIFE INTERNATIONAL SECURITIES FUND ("INTERNATIONAL  SECURITIES FUND"),
FIRST  INVESTORS LIFE INVESTMENT  GRADE FUND  ("INVESTMENT  GRADE FUND"),  FIRST
INVESTORS LIFE TARGET  MATURITY 2007 FUND ("TARGET  MATURITY 2007 FUND"),  FIRST
INVESTORS LIFE TARGET MATURITY 2010 FUND ("TARGET MATURITY 2010 FUND") and FIRST
INVESTORS LIFE UTILITIES  INCOME FUND  ("UTILITIES  INCOME FUND") (each, a Fund,
and collectively,  "Funds"). Each Fund's investment objectives are listed on the
inside cover.

         Investments in a Fund are only available through purchases of the Level
Premium Variable Life Insurance Policies ("Policies") or the Individual Variable
Annuity  Contracts  ("Contracts")  offered  by First  Investors  Life  Insurance
Company ("First Investors Life"). Policy premiums,  net of certain expenses, are
paid into a unit  investment  trust,  First  Investors  Life  Insurance  Company
Separate Account B ("Separate  Account B"). Purchase payments for the Contracts,
net of  certain  expenses,  are also paid into a unit  investment  trust,  First
Investors Life Variable Annuity Fund C ("Separate  Account C"). Separate Account
B and Separate  Account C ("Separate  Accounts") pool these proceeds to purchase
shares  of a Fund  designated  by  purchasers  of  the  Policies  or  Contracts.
Investments  in a Fund  are  used  to  fund  benefits  under  the  Policies  and
Contracts.  TARGET  MATURITY  2007 FUND and TARGET  MATURITY  2010 FUND are only
offered to Contractowners of Separate Account C.

         AN INVESTMENT IN LIFE SERIES FUND,  INCLUDING CASH MANAGEMENT  FUND, IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE
THAT THE CASH  MANAGEMENT FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE
OF $1.00 PER SHARE. INVESTMENTS BY THE HIGH YIELD FUND IN HIGH-YIELD,  HIGH RISK
SECURITIES,  COMMONLY  REFERRED TO AS "JUNK  BONDS,"  MAY ENTAIL  RISKS THAT ARE
DIFFERENT OR MORE  PRONOUNCED  THAN THOSE THAT WOULD RESULT FROM  INVESTMENT  IN
HIGHER-RATED SECURITIES. SEE "HIGH YIELD SECURITIES--RISK FACTORS."


         This Prospectus  sets forth  concisely the information  about the Funds
that a prospective  investor should know before investing and should be retained
for future  reference.  First Investors  Management  Company,  Inc.  ("FIMCO" or
"Adviser") serves as investment  adviser to the Funds. A Statement of Additional
Information  ("SAI"),  dated April 30, 1997 (which is  incorporated by reference
herein), has been filed with the Securities and Exchange Commission.  The SAI is
available  at no charge upon  request to the Funds at the  address or  telephone
number indicated above.


         An investment in these securities is not a deposit or obligation of, or
guaranteed or endorsed by, any bank and is not federally insured or protected by
the Federal  Deposit  Insurance  Corporation,  the Federal  Reserve Board or any
other governmental agency.

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


                  The date of this Prospectus is April 30, 1997



<PAGE>


         The  investment  objectives of each Fund of Life Series Fund offered by
this Prospectus are as follows:


         BLUE CHIP FUND.  The  investment  objective of the 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 "Blue Chip"  companies  that the Adviser  believes have  potential
earnings  growth  that is  greater  than the  average  company  included  in the
Standard & Poor's 500 Composite Stock Price Index.


         CASH  MANAGEMENT  FUND.  The objective of the Fund is to seek to earn a
high rate of current  income  consistent  with the  preservation  of capital and
maintenance  of  liquidity.  The 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.

         DISCOVERY  FUND.  The  investment  objective  of the  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 the Fund is to seek to
achieve a significant  level of current income which is consistent with security
and  liquidity of  principal  by  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    (including
mortgage-backed securities).

         GROWTH FUND. The investment  objective of the 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 Fund is to seek to earn a
high level of current  income.  The Fund actively seeks to achieve its secondary
objective  of capital  appreciation  to the extent  consistent  with its primary
objective. The Fund seeks to attain its objectives primarily through investments
in lower-grade,  high-yielding,  high risk debt securities, commonly referred to
as "junk bonds" ("High Yield Securities").  Investments in High Yield Securities
may entail risks that are different or more  pronounced  than those  involved in
higher-rated securities. See "High Yield Securities--Risk Factors."

         INTERNATIONAL  SECURITIES FUND. The primary objective of the 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.


                                       2
<PAGE>


         INVESTMENT GRADE FUND. The investment  objective of the Fund is to seek
a maximum level of income  consistent with  investment in investment  grade debt
securities.  The Fund seeks to achieve its  objective  primarily  by  investing,
under normal market  conditions,  in debt  securities  of U.S.  issuers that are
rated in one of the four highest rating categories by Moody's Investors Service,
Inc. or  Standard & Poor's  Ratings  Group or, if  unrated,  are deemed to be of
comparable quality by the Adviser.


         TARGET  MATURITY 2007 FUND. The investment  objective of the Fund is to
seek a  predictable  compounded  investment  return for investors who hold their
Fund shares until the Fund's maturity,  consistent with preservation of capital.
The Fund intends to terminate in the year 2007.

         TARGET  MATURITY 2010 FUND. The investment  objective of the Fund is to
seek a  predictable  compounded  investment  return for investors who hold their
Fund shares until the Fund's maturity,  consistent with preservation of capital.
The Fund intends to terminate in the year 2010.

         TARGET  MATURITY 2007 FUND and TARGET MATURITY 2010 FUND each will seek
its objective by investing,  under normal market conditions, at least 65% of its
total assets in zero coupon securities which are issued by the U.S.  Government,
its agencies or  instrumentalities  or created by third parties using securities
issued by the U.S. Government, its agencies or instrumentalities.

         AS A RESULT  OF THE  VOLATILE  NATURE  OF THE  MARKET  FOR ZERO  COUPON
SECURITIES, THE VALUE OF SHARES OF TARGET MATURITY 2007 FUND AND TARGET MATURITY
2010 FUND PRIOR TO EACH FUND'S  MATURITY MAY FLUCTUATE  SIGNIFICANTLY.  THUS, TO
ACHIEVE A PREDICTABLE RETURN,  INVESTORS SHOULD HOLD THEIR INVESTMENTS IN EITHER
OF THESE TWO FUNDS  UNTIL THE FUND  LIQUIDATES  SINCE THE FUND'S  VALUE  CHANGES
DAILY WITH MARKET CONDITIONS.  ACCORDINGLY,  ANY INVESTOR WHO REDEEMS HIS OR HER
SHARES  PRIOR TO A FUND'S  MATURITY IS LIKELY TO ACHIEVE A DIFFERENT  INVESTMENT
RESULT THAN THE RETURN THAT WAS PREDICTED ON THE DATE THE  INVESTMENT  WAS MADE,
AND MAY EVEN SUFFER A SIGNIFICANT LOSS.

         UTILITIES INCOME FUND. The primary investment  objective of the 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.

         There can be no  assurance  that any Fund will  achieve its  investment
objectives.  See "Investment Objectives and Policies" for a detailed description
of each Fund's investment objectives and policies.


                                       3
<PAGE>

         Life  Series  Fund  offers  shares  of each Fund to  insurance  company
separate  accounts that fund Policies and  Contracts.  Due to differences in tax
treatment or other considerations,  the interests of various Contract owners and
Policy  owners  might at some point be in conflict.  Life Series Fund  currently
does not foresee any such  conflict.  If such a conflict  were to occur,  one or
more Policies or Contracts  offered by First Investors Life might be required to
withdraw its  investments in one or more Funds.  This might force a Fund to sell
securities at disadvantageous prices.



                                       4
<PAGE>

                              FINANCIAL HIGHLIGHTS

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


                                       5
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                            PER SHARE DATA
                         -------------------------------------------------------------------------------------------

                                                                                LESS DISTRIBUTIONS
                                         INCOME FROM INVESTMENT OPERATIONS             FROM
                                         ---------------------------------      ------------------
                                                   NET REALIZED                                                     
                            NET ASSET                       AND                                                     
                            ---------                UNREALIZED                                
                                VALUE        NET    GAIN (LOSS)    TOTAL FROM         NET        NET    
                            BEGINNING  INVESTMENT           ON     INVESTMENT  INVESTMENT   REALIZED           TOTAL
                            OF PERIOD     INCOME   INVESTMENTS     OPERATIONS      INCOME      GAINS   DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>             <C>         <C>          <C>        <C>


BLUE CHIP
3/8/90* to 12/31/90  . .    $ 10.00        $ .07        $ (.02)       $   .05       $  --       $  --      $  --
1991 . . . . . . . . . .      10.05          .12          2.50           2.62         .05          --        .05
1992 . . . . . . . . . .      12.62          .16           .67            .83         .21          --        .21
1993 . . . . . . . . . .      13.24          .15           .97           1.12         .15          --        .15
1994 . . . . . . . . . .      14.21          .18          (.39)         (.21)         .08         .17        .25
1995   . . . . . . . . .      13.75          .26          4.11           4.37         .19         .95       1.14
1996 . . . . . . . . . .      16.98          .22          3.31           3.53         .25         .49        .74

CASH MANAGEMENT **
1988 . . . . . . . . . .       1.00         .048             --          .048        .048          --       .048
1989 . . . . . . . . . .       1.00         .075             --          .075        .075          --       .075
1990 . . . . . . . . . .       1.00         .072             --          .072        .072          --       .072
1991 . . . . . . . . . .       1.00         .054             --          .054        .054          --       .054
1992 . . . . . . . . . .       1.00         .029             --          .029        .029          --       .029
1993 . . . . . . . . . .       1.00         .027             --          .027        .027          --       .027
1994 . . . . . . . . . .       1.00         .037             --          .037        .037          --       .037
1995 . . . . . . . . . .       1.00         .054             --          .054        .054          --       .054
1996 . . . . . . . . . .       1.00         .049             --          .049        .049          --       .049

DISCOVERY
1988 . . . . . . . . . .      10.02          .26           .10            .36          --          --         --
1989 . . . . . . . . . .      10.38          .19          2.19           2.38         .27         .09        .36
1990 . . . . . . . . . .      12.40          .14          (.78)         (.64)         .15         .90       1.05
1991 . . . . . . . . . .      10.71          .07          5.42           5.49         .18          --        .18
1992 . . . . . . . . . .      16.02           --          2.51           2.51         .03         .15        .18
1993 . . . . . . . . . .      18.35           --          3.92           3.92          --         .91        .91
1994 . . . . . . . . . .      21.36          .06          (.62)         (.56)          --         .94        .94
1995 . . . . . . . . . .      19.86          .11          4.62           4.73         .06        1.26       1.32
1996 . . . . . . . . . .      23.27          .13          2.66           2.79         .11         .89       1.00

</TABLE>

*     Commencement of operations
**    Adjusted to reflect ten-for-one stock split on May 1, 1991.
+     Some or all expenses have been waived or assumed by the investment adviser
      from commencement of operations through December 31, 1996.
++    The effect of fees and charges  incurred at the separate account level are
      not reflected in these  performance +++ figures.  Average  commission rate
      (per share of  security)  as required by amended  disclosure  requirements
      effective for
(a)   fiscal years beginning on or after September 1, 1995. Annualized



                                       6
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                      RATIOS / SUPPLEMENTAL DATA
                    ------------------------------------------------------------------------------------------------

                                                                  RATIO TO AVERAGE NET
                                                                      ASSETS BEFORE
                                             RATIO TO AVERAGE      EXPENSES WAIVED OR
                                               NET ASSETS +              ASSUMED
                                             ----------------      ------------------
    NET ASSET                  NET ASSETS                                                
        VALUE                      END OF                      NET                    NET
    ---------    TOTAL             PERIOD               INVESTMENT             INVESTMENT  PORTFOLIO         AVERAGE
          END   RETURN **             (IN    EXPENSES       INCOME  EXPENSES       INCOME   TURNOVER      COMMISSION
    OF PERIOD      (%)         THOUSANDS)         (%)          (%)       (%)          (%)   RATE (%)          RATE++
- --------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>        <C>         <C>        <C>         <C>             <C>


     $10.05        .61(a)      $   3,656          --      2.95(a)      1.92(a)     1.03(a)      15          $  N/A
      12.62      26.17            13,142        1.00      1.88         1.55        1.34         21             N/A
      13.24       6.67            23,765         .79      1.66          .86        1.60         40             N/A
      14.21       8.51            34,030         .88      1.27          N/A         N/A         37             N/A
      13.75      (1.45)           41,424         .88      1.49          N/A         N/A         82             N/A
      16.98      34.00            66,900         .86      1.91          N/A         N/A         26             N/A
      19.77      21.52           100,078         .84      1.39          N/A         N/A         45           .0692


       1.00       4.94                33          --      4.99         7.68       (2.69)       N/A             N/A
       1.00       7.79             2,210          --      7.84         1.35        6.49        N/A             N/A
       1.00       7.49             8,203         .39      6.90         1.15        6.15        N/A             N/A
       1.00       5.71             9,719         .57      5.39          .93        5.03        N/A             N/A
       1.00       3.02             8,341         .79      2.99          .98        2.81        N/A             N/A
       1.00       2.70             4,243         .60      2.67         1.05        2.22        N/A             N/A
       1.00       3.77             3,929         .60      3.69         1.04        3.25        N/A             N/A
       1.00       5.51             4,162         .60      5.36         1.10        4.87        N/A             N/A
       1.00       5.00             4,297         .60      4.89         1.11        4.38        N/A             N/A


      10.38       3.59               125         --       3.80         3.10         .70        158             N/A
      12.40      23.62               283         --       2.43         4.78       (2.35)       231             N/A
      10.71      (5.47)              960         --       2.97         2.68         .28        104             N/A
      16.02      51.73             4,661         .70       .48         1.49        (.31)        93             N/A
      18.35      15.74            10,527         .91       .02         1.05        (.12)        91             N/A
      21.36      22.20            21,221         .87      (.03)         N/A         N/A         69             N/A
      19.86      (2.53)           30,244         .88       .36          N/A         N/A         53             N/A
      23.27      25.23            50,900         .87       .63          N/A         N/A         78             N/A
      25.06      12.48            70,899         .85       .63          N/A         N/A         98           .0689

</TABLE>



                                       7
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                            PER SHARE DATA
                         -------------------------------------------------------------------------------------------

                                                                                LESS DISTRIBUTIONS
                                         INCOME FROM INVESTMENT OPERATIONS             FROM
                                         ---------------------------------      ------------------
                                                   NET REALIZED                                                     
                            NET ASSET                       AND                                                     
                            ---------                UNREALIZED                                
                                VALUE        NET    GAIN (LOSS)    TOTAL FROM         NET        NET    
                            BEGINNING  INVESTMENT           ON     INVESTMENT  INVESTMENT   REALIZED           TOTAL
                            OF PERIOD     INCOME   INVESTMENTS     OPERATIONS      INCOME      GAINS   DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>             <C>         <C>          <C>        <C>

GOVERNMENT
1/7/92* to 12/31/92  . .     $10.00      $   .47       $   .51        $   .98     $   .33       $  --    $   .33
1993 . . . . . . . . . .      10.65          .64           .02            .66         .70         .19        .89
1994 . . . . . . . . . .      10.42          .79         (1.21)          (.42)        .25         .05        .30
1995   . . . . . . . . .       9.70          .66           .78           1.44         .62          --        .62
1996 . . . . . . . . . .      10.52          .68          (.33)           .35         .68          --        .68

GROWTH
1988 . . . . . . . . . .      10.02          .26           .51            .77          --          --         --
1989 . . . . . . . . . .      10.79          .02          2.51           2.53         .18         .12        .30
1990 . . . . . . . . . .      13.02          .16          (.55)          (.39)        .06          --        .06
1991 . . . . . . . . . .      12.57          .17          4.15           4.32         .18          --        .18
1992 . . . . . . . . . .      16.71          .08          1.41           1.49         .18        1.38       1.56
1993 . . . . . . . . . .      16.64          .07           .93           1.00         .09         .10        .19
1994 . . . . . . . . . .      17.45          .09          (.60)          (.51)         --         .21        .21
1995 . . . . . . . . . .      16.73          .18          3.94           4.12         .09         .29        .38
1996 . . . . . . . . . .      20.47          .18          4.68           4.86         .18         .59        .77

HIGH YIELD
1988 . . . . . . . . . .      10.00          .74           .82           1.56          --          --         --
1989 . . . . . . . . . .      11.56          .74          (.92)          (.18)        .56         .11        .67
1990 . . . . . . . . . .      10.71         1.08         (1.79)          (.71)        .83          --        .83
1991 . . . . . . . . . .       9.17         1.16          1.66           2.82        1.18          --       1.18
1992 . . . . . . . . . .      10.81         1.11           .21           1.32        1.69          --       1.69
1993 . . . . . . . . . .      10.44          .96           .88           1.84        1.12          --       1.12
1994 . . . . . . . . . .      11.16          .87         (1.14)          (.27)        .31          --        .31
1995 . . . . . . . . . .      10.58         1.00           .95           1.95         .96          --        .96
1996 . . . . . . . . . .      10.57         1.02           .35           1.37        1.01          --       1.01
</TABLE>

*     Commencement of operations
+     Some or all expenses have been waived or assumed by the investment adviser
      from commencement of operations through
++    December 31, 1996.
+++   The effect of fees and charges  incurred at the separate account level are
      not reflected in the performance figures.
(a)   Average  commission  rate (per share of  security)  as required by amended
      disclosure  requirements  effective for fiscal years beginning on or after
      September 1, 1995. Annualized



                                       8
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                      RATIOS / SUPPLEMENTAL DATA
                    ------------------------------------------------------------------------------------------------

                                                                  RATIO TO AVERAGE NET
                                                                      ASSETS BEFORE
                                             RATIO TO AVERAGE      EXPENSES WAIVED OR
                                               NET ASSETS +              ASSUMED
                                             ----------------      ------------------
    NET ASSET                  NET ASSETS                                                
        VALUE                      END OF                      NET                    NET
    ---------    TOTAL             PERIOD               INVESTMENT             INVESTMENT  PORTFOLIO         AVERAGE
          END   RETURN **             (IN    EXPENSES       INCOME  EXPENSES       INCOME   TURNOVER      COMMISSION
    OF PERIOD      (%)         THOUSANDS)         (%)          (%)       (%)          (%)   RATE (%)          RATE++
- --------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>        <C>         <C>        <C>         <C>             <C>

     $10.65      9.95(a)       $   5,064         .03(a)   6.64(a)     .89(a)     5.79(a)        301          $  N/A
      10.42      6.35              8,234         .35      6.60        .84        6.11           525             N/A
       9.70     (4.10)             7,878         .35      6.74        .90        6.19           457             N/A
      10.52     15.63              9,500         .40      6.79        .93        6.26           198             N/A
      10.19      3.59              9,024         .60      6.75        .94        6.41           199             N/A


      10.79      7.68                 38         --       3.20       8.70       (5.50)           31             N/A
      13.02     24.00                570         --       2.91       5.21       (2.30)           24             N/A
      12.57     (2.99)             2,366         --       3.03       1.64        1.40            28             N/A
      16.71     34.68              7,743         .69      1.21       1.34         .55           148             N/A
      16.64      9.78             16,385         .76       .75       1.20         .30            45             N/A
      17.45      6.00             25,658         .91       .43        N/A         N/A            51             N/A
      16.73     (2.87)            32,797         .90       .60        N/A         N/A            40             N/A
      20.47     25.12             51,171         .88      1.11        N/A         N/A            64             N/A
      24.56     24.45             78,806         .85       .92        N/A         N/A            49           .0485
                                                               

      11.56     15.60              4,565         --      13.22       1.32       11.90            46             N/A
      10.71     (1.76)            14,354         --      12.05        .88       11.17            22             N/A
       9.71     (5.77)            18,331         --      13.21        .91       12.30            35             N/A
      10.81     33.96             23,634         .53     11.95        .89       11.60            40             N/A
      10.44     13.15             24,540         .91     10.48        .96       10.43            84             N/A
      11.16     18.16             30,593         .91      9.49        N/A         N/A            96             N/A
      10.58     (1.56)            32,285         .88      9.43        N/A         N/A            50             N/A
      11.57     19.82             41,894         .87      9.86        N/A         N/A            57             N/A
      11.93     12.56             49,474         .85      9.43        N/A         N/A            34             N/A
                                                               
</TABLE>



                                       9
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                            PER SHARE DATA
                         -------------------------------------------------------------------------------------------

                                                                                LESS DISTRIBUTIONS
                                         INCOME FROM INVESTMENT OPERATIONS             FROM
                                         ---------------------------------      ------------------
                                                   NET REALIZED                                                     
                            NET ASSET                       AND                                                     
                            ---------                UNREALIZED                                
                                VALUE        NET    GAIN (LOSS)    TOTAL FROM         NET        NET    
                            BEGINNING  INVESTMENT           ON     INVESTMENT  INVESTMENT   REALIZED           TOTAL
                            OF PERIOD     INCOME   INVESTMENTS     OPERATIONS      INCOME      GAINS   DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>         <C>             <C>         <C>          <C>        <C>

INTERNATIONAL SECURITIES
4/16/90* to 12/31/90  . .    $10.00       $  .03       $   .34        $   .37       $  --       $  --      $  --
1991 . . . . . . . . . .      10.37          .09          1.49           1.58         .03         .05        .08
1992 . . . . . . . . . .      11.87          .15          (.28)         (.13)         .15         .22        .37
1993 . . . . . . . . . .      11.37          .10          2.41           2.51         .14          --        .14
1994 . . . . . . . . . .      13.74          .14          (.32)         (.18)         .05          --        .05
1995   . . . . . . . . .      13.51          .19          2.25           2.44         .12         .25        .37
1996 . . . . . . . . . .      15.58          .18          2.12           2.30         .19         .50        .69

INVESTMENT GRADE
1/7/92* to 12/31/92   . .     10.00          .43           .44            .87         .34          --        .34
1993 . . . . . . . . . .      10.53          .65           .49           1.14         .71         .01        .72
1994 . . . . . . . . . .      10.95          .67         (1.06)         (.39)         .16         .09        .25
1995 . . . . . . . . . .      10.31          .67          1.28           1.95         .53          --        .53
1996 . . . . . . . . . .      11.73          .72          (.42)           .30         .67          --        .67

TARGET MATURITY 2007
4/26/95* to 12/31/95  . .     10.00          .26          2.00           2.26          --          --         --
1996 . . . . . . . . . .      12.26          .56          (.83)         (.27)         .23         .05        .28

TARGET MATURITY 2010
4/30/96* to 12/31/96 . .      10.00          .26           .90           1.16          --          --         --

UTILITIES INCOME
11/15/93* to 12/31/93  .      10.00          .01          (.07)         (.06)          --          --         --
1994 . . . . . . . . . .       9.94          .24          (.96)         (.72)         .03          --        .03
1995 . . . . . . . . . .       9.19          .28          2.46           2.74         .19          --        .19
1996 . . . . . . . . . .      11.74          .32           .78           1.10         .27          --        .27

</TABLE>



*     Commencement of operations
+     Some or all expenses have been waived or assumed by the investment adviser
      from commencement of operations through
++    December 31, 1996.
+++   The effect of fees and charges  incurred at the separate account level are
      not reflected in the performance figures.
(a)   Average  commission  rate (per share of  security)  as required by amended
      disclosure  requirements  effective for fiscal years beginning on or after
      September 1, 1995. Annualized


                                       10
<PAGE>

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                      RATIOS / SUPPLEMENTAL DATA
                    ------------------------------------------------------------------------------------------------

                                                                  RATIO TO AVERAGE NET
                                                                      ASSETS BEFORE
                                             RATIO TO AVERAGE      EXPENSES WAIVED OR
                                               NET ASSETS +              ASSUMED
                                             ----------------      ------------------
    NET ASSET                  NET ASSETS                                                
        VALUE                      END OF                      NET                    NET
    ---------    TOTAL             PERIOD               INVESTMENT             INVESTMENT  PORTFOLIO         AVERAGE
          END   RETURN **             (IN    EXPENSES       INCOME  EXPENSES       INCOME   TURNOVER      COMMISSION
    OF PERIOD      (%)         THOUSANDS)         (%)          (%)       (%)          (%)   RATE (%)          RATE++
- --------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>           <C>        <C>         <C>        <C>         <C>             <C>


     $10.37       5.21(a)      $  3,946          --        .99(a)    3.43(a)    (2.43)(a)       29          $  N/A
      11.87      15.24            8,653        1.70        .75       2.27         .18           70             N/A
      11.37      (1.13)          12,246        1.03       1.55       1.38        1.20           36             N/A
      13.74      22.17           21,009        1.14        .97       N/A          N/A           37             N/A
      13.51      (1.29)          31,308        1.03       1.22       N/A          N/A           36             N/A
      15.58      18.70           41,012        1.02       1.42       N/A          N/A           45             N/A
      17.19      15.23           57,955        1.12       1.25       N/A          N/A           67           .0093


      10.53       8.91(a)         4,707         .23(a)    6.16(a)     .93(a)     5.46(a)        72             N/A
      10.95      10.93           10,210         .35       6.32        .85        5.82           64             N/A
      10.31      (3.53)          11,602         .37       6.61        .92        6.06           15             N/A
      11.73      19.69           16,262         .51       6.80        .91        6.40           26             N/A
      11.36       2.84           16,390         .60       6.47        .88        6.19           19             N/A


      12.26      22.60            9,860         .04(a)    6.25(a)     .87(a)     5.42(a)        28             N/A
      11.71      (2.16)          14,647         .60       6.05        .82        5.83           13             N/A


      11.16      11.60            2,195         .60(a)    6.05(a)     .98(a)     5.67(a)         0             N/A


       9.94      (4.66)(a)          494      --           1.46(a)    3.99(a)    (2.52)(a)        0             N/A
       9.19      (7.24)           4,720         .17       4.13        .95        3.35           31             N/A
      11.74      30.26           14,698         .41       4.23        .91        3.73           17             N/A
      12.57       9.57           24,108         .60       3.48        .86        3.22           45           .0707
</TABLE>



                                       11
<PAGE>

                       INVESTMENT OBJECTIVES AND POLICIES

BLUE CHIP FUND

     BLUE CHIP FUND seeks to provide investors with high total investment return
consistent  with the  preservation  of  capital.  The Fund seeks to achieve  its
objective by  investing,  under normal  market  conditions,  at least 65% of its
total assets in equity securities of "Blue Chip" companies, including common and
preferred stocks and securities  convertible into common stock, that the Adviser
believes have potential earnings growth that is greater than the average company
included in the Standard & Poor's 500  Composite  Stock Price Index ("S&P 500").
The Fund also may invest up to 35% of its total assets in the equity  securities
of non-Blue Chip companies that the Adviser believes have significant  potential
for growth of capital  or future  income  consistent  with the  preservation  of
capital.  When market  conditions  warrant,  or when the Adviser  believes it is
necessary to achieve the Fund's objective,  the Fund may invest up to 25% of its
total assets in fixed income securities.


     The Fund defines Blue Chip  companies as those  companies that are included
in the  S&P  500.  S&P  500  companies  tend  to be the  companies  with  larger
capitalizations  and histories of payment of dividends.  Blue Chip companies are
considered  to be of  relatively  high quality and  generally  exhibit  superior
fundamental  characteristics,   which  may  include:  potential  for  consistent
earnings growth, a history of profitability and payment of dividends, leadership
position in their  industries  and  markets,  proprietary  products or services,
experienced  management,  high return on equity and a strong balance sheet. Blue
Chip companies  usually exhibit less investment risk and share price  volatility
than smaller,  less established  companies.  Examples of Blue Chip companies are
Microsoft Corp., General Electric Co., Pepsico Inc. and Bristol-Myers Squibb Co.


     The fixed  income  securities  in which the Fund may invest  include  money
market instruments (including prime commercial paper, certificates of deposit of
domestic branches of U.S. banks and bankers' acceptances), obligations issued or
guaranteed as to principal or interest by the U.S.  Government,  its agencies or
instrumentalities  ("U.S. Government  Obligations")  (including  mortgage-backed
securities)  and  corporate  debt  securities.  However,  no more than 5% of the
Fund's net assets may be invested in corporate debt  securities  rated below Baa
by Moody's  Investors  Service,  Inc.  ("Moody's")  or BBB by  Standard & Poor's
Ratings  Group  ("S&P").  The Fund may borrow  money for  temporary or emergency
purposes  in amounts not  exceeding  5% of its total  assets.  The Fund may also
invest up to 10% of its net assets in  American  Depository  Receipts  ("ADRs"),
enter into  repurchase  agreements and make loans of portfolio  securities.  See
"Description of Certain Securities, Other Investment Policies and Risk Factors,"
below, and the SAI for additional information concerning these securities.

CASH MANAGEMENT FUND

      CASH  MANAGEMENT  FUND  seeks  to  earn  a high  rate  of  current  income
consistent with the  preservation  of capital and maintenance of liquidity.  The
Fund  generally can invest only in  securities  that mature within 397 days from
the date of purchase. In addition, the Fund maintains a dollar-weighted  average
portfolio maturity of 90 days or less.


                                       12
<PAGE>

      CASH  MANAGEMENT  FUND invests  primarily  in (1) high quality  marketable
securities  issued  or  guaranteed  as to  principal  and  interest  by the U.S.
Government, its agencies or instrumentalities, (2) bank certificates of deposit,
bankers' acceptances,  time deposits and other short-term  obligations issued by
banks and (3) prime commercial paper and high quality,  U.S. dollar  denominated
short-term  corporate bonds and notes. The U.S.  Government  securities in which
the Fund may invest include a variety of U.S. Treasury securities that differ in
their  interest  rates,  maturities  and  dates of issue.  Securities  issued or
guaranteed  by  agencies  or  instrumentalities  of the U.S.  Government  may be
supported  by the full faith and credit of the United  States or by the right of
the  issuer  to  borrow  from  the  U.S.  Treasury.  See the SAI for  additional
information on U.S. Government securities.  The Fund may invest in domestic bank
certificates of deposit  (insured up to $100,000) and bankers'  acceptances (not
insured) issued by domestic banks and savings  institutions which are insured by
the Federal Deposit  Insurance  Corporation  ("FDIC") and that have total assets
exceeding  $500  million.  The Fund also may invest in  certificates  of deposit
issued by London branches of domestic or foreign banks  ("Eurodollar  CDs"). The
Fund may invest in time  deposits and other  short-term  obligations,  including
uninsured,  direct  obligations  bearing  fixed,  floating or variable  interest
rates,  issued by domestic banks,  foreign  branches of domestic banks,  foreign
subsidiaries  of domestic  banks and  domestic  and foreign  branches of foreign
banks.  See Appendix A to the SAI for a description of commercial  paper ratings
and Appendix B to the SAI for a description of municipal note ratings.  The Fund
also may invest in  repurchase  agreements  with  banks that are  members of the
Federal  Reserve  System or  securities  dealers  that are members of a national
securities exchange or are market makers in U.S. Government securities,  and, in
either case, only where the debt instrument subject to the repurchase  agreement
is a U.S. Treasury or agency obligation.  Repurchase agreements maturing in over
7 days are deemed  illiquid  securities,  and can constitute no more than 10% of
the Fund's net assets.

      CASH  MANAGEMENT  FUND  also  may  purchase  high  quality,   U.S.  dollar
denominated  short-term  bonds and  notes,  including  variable  rate and master
demand  notes  issued by domestic and foreign  corporations  (including  banks).
Floating  and  variable  rate  demand  notes and bonds  permit the Fund,  as the
holder,  to demand  payment of principal at any time, or at specified  intervals
not exceeding  397 days,  in each case upon not more than 30 days'  notice.  The
Fund may borrow  money for  temporary  or  emergency  purposes  in  amounts  not
exceeding 5% of its total assets and make loans of  portfolio  securities.  When
market conditions warrant, the Fund may purchase short-term,  high quality fixed
and variable rate instruments  issued by state and municipal  governments and by
public  authorities  ("Municipal  Instruments").  See  "Description  of  Certain
Securities,   Other  Investment   Policies  and  Risk  Factors"  for  additional
information concerning these securities.


      CASH  MANAGEMENT FUND may purchase only  obligations  that (1) the Adviser
determines  present  minimal  credit risks based on  procedures  adopted by Life
Series Fund's Board of Trustees,  and (2) are either (a) rated in one of the top
two rating  categories  by any two  nationally  recognized  statistical  ratings
organizations ("NRSROs") (or one, if only one rated the security) or (b) unrated
securities  that the Adviser  determines are of comparable  quality.  Securities
qualify as being in the top rating  category  ("First  Tier  Securities")  if at
least two  NRSROs  (or one,  if only one rated the  security)  have given it the
highest  rating,  or  unrated  securities  that the  Adviser  determines  are of
comparable  quality.  The Fund's  purchases of  commercial  paper are limited to
First Tier Securities.  The Fund may not invest more than 5% of its total assets
in  securities  rated  in the  second  highest  rating  category  ("Second  Tier
Securities").  Investments  in Second  Tier  



                                       13
<PAGE>


Securities  of any one  issuer are  limited  to the  greater of 1% of the Fund's
total assets or $1 million. The Fund generally may invest no more than 5% of its
total  assets in the  **securities  of a single  issuer  (other than  securities
issued by the U.S. Government, its agencies or instrumentalities).


DISCOVERY FUND

      DISCOVERY FUND seeks  long-term  capital  appreciation,  without regard to
dividend  or  interest  income.  The Fund  seeks to  achieve  its  objective  by
investing  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 potential for capital growth.

      The Fund  seeks to  invest  in the  common  stock  of  companies  that are
undervalued  in the current market in relation to  fundamental  economic  values
such as earnings,  sales,  cash flow and tangible book value;  that are early in
their corporate development (i.e., before they become widely recognized and well
known and while their reputations and track records are still emerging); or that
offer the possibility of greater earnings because of revitalized management, new
products or  structural  changes in the economy.  Such  companies  primarily are
those with small to medium market  capitalization,  which the Adviser  currently
considers to be market  capitalization of up to $1.5 billion, but which could be
higher under certain market  conditions.  The Adviser  believes that, over time,
these  securities are more likely to appreciate in price than  securities  whose
market prices have already reached their perceived  economic value. In addition,
the  Fund  intends  to  diversify  its  holdings  among  as many  companies  and
industries as the Adviser deems appropriate.

      Companies that are early in their  corporate  development may be dependent
on relatively few products or services,  may lack adequate capital reserves, may
be dependent on one or two management  individuals  and may have less of a track
record or  historical  pattern of  performance.  In addition,  there may be less
information  available  as to the issuers and their  securities  may not be well
known to the general public and may not yet have wide  institutional  ownership.
Thus, the investment  risk is higher than that normally  associated with larger,
older or better-known companies.

      Investments  in  securities  of  companies  with  small to  medium  market
capitalization  are  generally  considered  to  offer  greater  opportunity  for
appreciation  and to involve  greater risk of  depreciation  than  securities of
companies  with larger  market  capitalization.  Because the  securities of most
companies with small to medium market  capitalization  are not as broadly traded
as those of companies with larger market  capitalization,  these  securities are
often  subject to wider and more abrupt  fluctuations  in market  price.  In the
past, there have been prolonged periods when these securities have substantially
underperformed   or  outperformed   the  securities  of  larger   capitalization
companies.  In addition,  smaller capitalization  companies generally have fewer
assets  available to cushion an unforeseen  adverse  occurrence and thus such an
occurrence may have a disproportionately negative impact on these companies.


                                       14
<PAGE>


The Fund may  invest up to 15% of its total  assets in common  stocks  issued by
foreign  companies  which  are  traded  on  a  recognized  domestic  or  foreign
securities  exchange.  In addition to the fundamental  analysis of companies and
their industries which it performs for U.S.  issuers,  the Adviser evaluates the
economic  and  political  climate of the country in which the company is located
and the  principal  securities  markets in which  such  securities  are  traded.
Although the foreign stocks in which the Fund invests are primarily  denominated
in foreign  currencies,  the Fund also may invest in ADRs.  The Adviser does not
attempt to time actively either short-term market trends or short-term  currency
trends in any market.  See  "Foreign  Securities--Risk  Factors"  and  "American
Depository Receipts and Global Depository Receipts."


      The Fund may borrow money for  temporary or emergency  purposes in amounts
not  exceeding 5% of its total assets.  The Fund also may enter into  repurchase
agreements and may make loans of portfolio  securities.  For temporary defensive
purposes, the Fund may invest all of its assets in U.S. Government  Obligations,
prime commercial paper,  certificates of deposit and bankers'  acceptances.  See
the SAI for more information regarding these securities.

GOVERNMENT FUND

      GOVERNMENT  FUND seeks to achieve a  significant  level of current  income
which is consistent with security and liquidity of principal by investing, under
normal  market  conditions,  at  least  65% of its  assets  in  U.S.  Government
Obligations (including mortgage-backed securities). The Fund has no fixed policy
with  respect to the  duration  of U.S.  Government  Obligations  it  purchases.
Securities  issued or  guaranteed  as to principal  and interest (but not market
value) by the U.S.  Government include a variety of Treasury  securities,  which
differ only in their interest rates, maturities and times of issuance.  Although
the payment of interest and principal on a portfolio  security may be guaranteed
by the U.S.  Government or one of its agencies or  instrumentalities,  shares of
the Fund are not insured or guaranteed  by the U.S.  Government or any agency or
instrumentality.  The net  asset  value of  shares  of the Fund  generally  will
fluctuate in response to interest rate levels.  When interest rates rise, prices
of fixed income  securities  generally  decline;  when interest  rates  decline,
prices  of  fixed  income  securities  generally  rise.  See  "U.S.   Government
Obligations" and "Debt Securities-Risk Factors," below.

      The  Fund  may  invest  in  mortgage-backed  securities,  including  those
involving  Government  National  Mortgage  Association  ("GNMA")   certificates,
Federal National  Mortgage  Association  ("FNMA")  certificates and Federal Home
Loan Mortgage Corporation  ("FHLMC")  certificates.  The Fund also may invest in
securities   issued  or  guaranteed  by  other  U.S.   Government   agencies  or
instrumentalities,  including:  the Federal  Farm Credit  System and the Federal
Home Loan Bank  (each of which may not  borrow  from the U.S.  Treasury  and the
securities of which are not  guaranteed by the U.S.  Government);  the Tennessee
Valley Authority, and the U.S. Postal Service (each of which may borrow from the
U.S. Treasury to meet its obligations);  the Farmers Home Administration and the
Export-Import  Bank (the  securities  of which are  backed by the full faith and
credit of the United States).  The Fund normally  reinvests  principal  payments
(whether  regular or pre-paid) in  additional  mortgage-backed  securities.  See
"Mortgage-Backed Securities," below.


                                       15
<PAGE>

      The Fund may invest up to 35% of its assets in securities  other than U.S.
Government Obligations and mortgage-backed securities.  These may include: prime
commercial  paper,  certificates of deposit of domestic  branches of U.S. banks,
bankers'  acceptances,  repurchase  agreements  (applicable  to U.S.  Government
Obligations),  insured  certificates  of deposit and  certificates  representing
accrual on U.S. Treasury  securities.  The Fund also may make loans of portfolio
securities and invest in zero coupon  securities.  The Fund may borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
See the SAI for a further discussion of these securities.

      For temporary defensive purposes, the Fund may invest all of its assets in
cash, cash equivalents and money market instruments, including bank certificates
of  deposit,  bankers'  acceptances  and  commercial  paper  issued by  domestic
corporations, short-term fixed income securities or U.S. Government Obligations.
See the SAI for a description of these securities.

GROWTH FUND

      The investment objective of GROWTH FUND is long-term capital appreciation.
Current  income  through the receipt of interest or dividends  from  investments
will merely be incidental to the Fund's  efforts in pursuing its goal. It is the
policy of the Fund to invest,  under  normal  market  conditions,  primarily  in
common stocks and it is  anticipated  that the Fund will usually be so invested.
It also may invest to a limited degree in  convertible  securities and preferred
stocks.  At  least  75% of the  value  of the  Fund's  total  assets  (excluding
securities  held for  defensive  purposes)  shall be invested in  securities  of
companies  in  industries  in  which  the  Adviser,  or  the  Fund's  investment
subadviser, Wellington Management Company, LLP ("Subadviser" or "WMC"), believes
opportunities  for capital growth exist. The Fund does not intend to concentrate
its  investments  in a particular  industry,  but it may invest up to 25% of the
value of its assets in a  particular  industry.  The Fund may invest up to 5% of
its  total  assets  in  common  stocks  issued  by  foreign  companies  that are
denominated  in U.S.  currency;  provided,  however,  that the  Fund may  invest
without limit in U.S. dollar  denominated  foreign  securities listed on the New
York  Stock  Exchange  ("NYSE").  The Fund may also  invest  in ADRs and  Global
Depository  Receipts ("GDRs"),  purchase  securities on a when-issued or delayed
delivery basis and make loans of portfolio securities. The Fund may borrow money
for  temporary  or emergency  purposes in amounts not  exceeding 5% of its total
assets. For temporary defensive purposes,  the Fund may invest all of its assets
in U.S. Government Obligations,  investment grade bonds, prime commercial paper,
certificates  of  deposit,  bankers'  acceptances,   repurchase  agreements  and
participation interests. See the SAI for a description of these securities.

HIGH YIELD FUND

      HIGH YIELD FUND primarily seeks high current income and secondarily  seeks
growth of capital. The Fund actively seeks to achieve its secondary objective to
the extent consistent with its primary objective.  The Fund seeks to achieve its
objectives by investing,  under normal  market  conditions,  at least 65% of its
total assets in high risk, high yield securities,  commonly referred to as "junk
bonds" ("High Yield  Securities").  High Yield Securities  include the following
instruments: fixed, variable or floating rate debt obligations (including bonds,
debentures  and notes) which are rated below Baa by Moody's or below BBB by S&P,
or, if unrated, are deemed to be of comparable quality by the Adviser; preferred
stocks and dividend-paying common stocks that have yields comparable to those of
high yielding debt securities; any of the foregoing securities of companies that
are financially  troubled, in default or undergoing bankruptcy or 


                                       16
<PAGE>

reorganization ("Deep Discount Securities"); and any securities convertible into
any of the  foregoing.  See  "High  Yield  Securities--Risk  Factors"  and "Deep
Discount Securities."

      The Fund may invest up to 5% of its total assets in debt securities issued
by foreign  governments  and  companies  located  outside the United  States and
denominated in U.S. or foreign currency. The Fund may borrow money for temporary
or  emergency  purposes in amounts not  exceeding 5% of its total  assets,  make
loans of portfolio  securities,  enter into repurchase  agreements and invest in
zero coupon and pay-in-kind  securities.  The Fund may also invest in securities
on a "when  issued" or  delayed  delivery  basis.  See  "Description  of Certain
Securities,  Other Investment Policies and Risk Factors," below, and the SAI for
more information concerning these securities.

      The Fund may invest up to 35% of its total assets in securities other than
High Yield  Securities,  including:  dividend-paying  common stocks;  securities
convertible  into, or exchangeable  for, common stock;  debt  obligations of all
types  (including  bonds,  debentures and notes) rated A or better by Moody's or
S&P;  U.S.  Government  Obligations;  warrants;  and  money  market  instruments
consisting  of prime  commercial  paper,  certificates  of deposit  of  domestic
branches of U.S.  banks,  bankers'  acceptances and repurchase  agreements.  The
Adviser  continually  monitors  the  investments  in the  Fund's  portfolio  and
carefully  calculates on a case-by-case  basis whether to dispose of or retain a
debt obligation that has been downgraded.

      In any  period of  market  weakness  or of  uncertain  market or  economic
conditions,  the Fund may establish a temporary  defensive  position to preserve
capital by having all or part of its assets  invested in  investment  grade debt
securities or retained in cash or cash equivalents,  including bank certificates
of deposit,  bankers'  acceptances,  U.S. Government  Obligations and commercial
paper issued by domestic  corporations.  See "Description of Certain Securities,
Other Investment Policies and Risk Factors," below.

      The medium- to lower-rated, and certain of the unrated securities in which
the Fund invests tend to offer higher yields than  higher-rated  securities with
the same maturities because the historical financial condition of the issuers of
such securities may not be as strong as that of other issuers.  Debt obligations
rated lower than Baa or BBB by Moody's or S&P, respectively, are speculative and
generally  involve more risk of loss of principal  and income than  higher-rated
securities.  Also,  their yields and market  value tend to  fluctuate  more than
higher quality securities. The greater risks and fluctuations in yield and value
occur because  investors  generally  perceive issuers of lower-rated and unrated
securities to be less creditworthy. These risks cannot be eliminated, but may be
reduced by diversifying  holdings to minimize the portfolio impact of any single
investment.  In addition,  fluctuations in market value does not affect the cash
income from the  securities,  but are  reflected  in the Fund's net asset value.
When  interest  rates rise,  the net asset value of the Fund tends to  decrease.
When interest rates decline, the net asset value of the Fund tends to increase.

      Variable or floating  rate debt  obligations  in which the Fund may invest
periodically   adjust  their  interest  rates  to  reflect   changing   economic
conditions.  Thus,  changing economic  conditions  specified by the terms of the
security  would serve to change the interest rate and the return  offered to the
investor.  This  reduces  the  effect  of  changing  market  conditions  on  the
security's underlying market value.


                                       17
<PAGE>

      A High Yield Security may itself be convertible  into or exchangeable  for
equity  securities,  or may carry with it the right to acquire equity securities
evidenced  by warrants  attached  to the  security or acquired as part of a unit
with the security. Although the Fund invests primarily in High Yield Securities,
securities  received  upon  conversion  or exercise of warrants  and  securities
remaining  upon the break-up of units or  detachment of warrants may be retained
to permit  orderly  disposition,  to  establish  a long-term  holding  basis for
Federal income tax purposes or to seek capital appreciation.

      Because of the greater  number of  investment  considerations  involved in
investing in High Yield  Securities,  the  achievement of the Fund's  investment
objectives  depends more on the Adviser's  research  abilities than would be the
case if the Fund were  investing  primarily  in  securities  in the higher rated
categories.  Because medium- to lower-rated securities generally involve greater
risks of loss of income and principal than  higher-rated  securities,  investors
should  consider  carefully the relative risks  associated  with  investments in
securities  that carry medium to lower  ratings or, if unrated,  deemed to be of
comparable quality by the Adviser. See "High Yield Securities--Risk Factors" and
Appendix A for a description of corporate bond ratings.


      The  dollar  weighted  average  of credit  ratings  (based on  ratings  by
Moody's) of all bonds held by the Fund during the 1996 fiscal year,  computed on
a monthly  basis,  is set forth  below.  This  information  reflects the average
composition  of the  Fund's  assets  during  the  1996  fiscal  year  and is not
necessarily  representative  of the Fund as of the end of its 1996 fiscal  year,
the current fiscal year or at any other time in the future.

                                                   COMPARABLE QUALITY OF
                                                   UNRATED SECURITIES TO
                    RATED BY MOODY'S              BONDS RATED BY MOODY'S
      Ba                  9.94%                           0.0%
      B                  73.88                            0.16
      Caa                 0.46                            1.96
                       -------                          ------
      Total              84.28%                           2.12%



INTERNATIONAL SECURITIES FUND

      INTERNATIONAL SECURITIES FUND primarily seeks long-term capital growth and
secondarily  seeks to earn a reasonable  level of current  income.  The Fund may
invest  in  all  types  of  securities   issued  by  companies  and   government
instrumentalities  of any nation approved by the Board, subject only to industry
concentration and issuer diversification restrictions described below and in the
SAI. This investment  flexibility  permits the Fund to react to rapidly changing
economic  conditions among countries which cause the relative  attractiveness of
investments within national markets to be subject to frequent reappraisal. It is
a fundamental  policy of the Fund that no more than 35% of its total assets will
be  invested  in  securities  issued  by  U.S.  companies  and  U.S.  Government
Obligations  or cash and  cash  equivalents  denominated  in U.S.  currency.  In
addition,  the Fund  presently  does not  intend to invest  more than 35% of its
total  assets in any one 


                                       18
<PAGE>

particular country. Further, except for temporary defensive purposes, the Fund's
assets will be  invested in  securities  of at least three  different  countries
outside the United States. See "Foreign Securities--Risk Factors". For defensive
purposes, the Fund may temporarily invest in securities issued by U.S. companies
and  the  U.S.  Government  and  its  agencies  and  instrumentalities,  or cash
equivalents denominated in U.S. currency, without limitation as to amount.

      The Fund may purchase securities traded on any foreign stock exchange. The
Fund may also purchase  ADRs and GDRs.  See  "American  Depository  Receipts and
Global  Depository  Receipts,"  below. The Fund also may invest up to 25% of its
total assets in unlisted securities of foreign issuers; provided,  however, that
no more than 15% of the value of its net  assets  may be  invested  in  unlisted
securities  with a limited  trading market and other illiquid  investments.  The
investment  standards for the selection of unlisted  securities  are the same as
those used in the purchase of securities traded on a stock exchange.

      The Fund may  invest  in  warrants,  which  may or may not be  listed on a
recognized  United  States or  foreign  exchange.  The Fund also may enter  into
repurchase agreements,  purchase securities on a when-issued or delayed delivery
basis and make loans of portfolio securities. The Fund also may borrow money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
In addition, the Fund can engage in hedging and options strategies.  See the SAI
for further information concerning these securities.

INVESTMENT GRADE FUND

      INVESTMENT  GRADE  FUND  seeks to  generate  a  maximum  level  of  income
consistent with investment in investment grade debt  securities.  The Fund seeks
to achieve its objective by investing,  under normal market conditions, at least
65% of its total assets in debt securities of U.S. issuers that are rated in the
four highest rated  categories by Moody's or S&P, or in unrated  securities that
are  deemed  to be of  comparable  quality  by the  Adviser  ("investment  grade
securities").  The  Fund  may  invest  up to 35% of its  total  assets  in  U.S.
Government Obligations (including  mortgage-backed  securities)  dividend-paying
common  and  preferred  stocks,  obligations  convertible  into  common  stocks,
repurchase  agreements,  debt securities  rated below investment grade and money
market instruments.  The Fund may invest up to 5% of its net assets in corporate
or  government  debt  securities  of  foreign  issuers  which  are  U.S.  dollar
denominated  and  traded in U.S.  markets.  The Fund may also  borrow  money for
temporary or emergency purposes in amounts not exceeding 5% of its total assets.
The Fund may purchase securities on a when-issued basis, make loans of portfolio
securities and invest in zero coupon or pay-in-kind securities. See "Description
of Certain  Securities,  Other Investment Policies and Risk Factors," below, and
the SAI for additional information concerning these securities.

      The published  reports of rating services are considered by the Adviser in
selecting rated  securities for the Fund's  portfolio.  The Adviser also relies,
among other things,  on its own credit  analysis,  which includes a study of the
existing debt's capital  structure,  the issuer's ability to service debt (or to
pay dividends,  if investing in common or preferred stock) and the current trend
of earnings  for the issuer.  Although up to 100% of the Fund's total assets can
be invested in debt securities  rated at least Baa by Moody's or at least BBB by
S&P,  or  unrated  debt  securities  deemed to be of  comparable  quality by the
Adviser,  no more than 5% of the  Fund's  net  assets  may be  invested  in debt
securities  rated lower than Baa by Moody's or BBB by S&P (including  


                                       19
<PAGE>

securities  that  have  been  downgraded),  or,  if  unrated,  deemed  to  be of
comparable quality by the Adviser,  or in any equity securities of any issuer if
a majority  of the debt  securities  of such  issuer are rated lower than Baa by
Moody's  or BBB  by  S&P.  Securities  rated  BBB  or  Baa  by  S&P or  Moody's,
respectively,  are  considered  to be  speculative  with respect to the issuer's
ability  to make  principal  and  interest  payments.  The  Adviser  continually
monitors the  investments in the Fund's  portfolio and carefully  evaluates on a
case-by-case  basis  whether to dispose of or retain a debt  security  which has
been   downgraded  to  a  rating  lower  than   investment   grade.   See  "Debt
Securities--Risk  Factors" and Appendix A for a  description  of corporate  bond
ratings.

      For temporary defensive purposes, the Fund may invest all of its assets in
money market instruments,  short-term fixed income securities or U.S. Government
Obligations.  See "Description of Certain Securities,  Other Investment Policies
and Risk Factors," below, and the SAI.

TARGET MATURITY 2007 FUND
TARGET MATURITY 2010 FUND

      TARGET  MATURITY  2007  FUND  seeks to  provide a  predictable  compounded
investment  return for  investors  who hold their Fund  shares  until the Fund's
maturity, consistent with preservation of capital.

      TARGET  MATURITY  2010  FUND  seeks to  provide a  predictable  compounded
investment  return for  investors  who hold their Fund  shares  until the Fund's
maturity consistent with the preservation of capital.

      Each  Fund will seek its  objective  by  investing,  under  normal  market
conditions, at least 65% of its total assets in zero coupon securities which are
issued by the U.S. Government and its agencies and  instrumentalities or created
by third parties using securities issued by the U.S. Government and its agencies
and  instrumentalities.  With  respect  to  TARGET  MATURITY  2007  FUND,  these
investments  will mature no later than  December  31, 2007 and,  with respect to
TARGET MATURITY 2010 FUND, these  investments will mature no later than December
31,  2010.  December  31, 2007 and  December  31,  2010 are herein  collectively
referred to as the  "Maturity  Date." On the  Maturity  Date,  each Fund will be
converted to cash and  distributed  or reinvested in another Fund of Life Series
Fund at the investor's choice.

      Each Fund seeks to provide  investors  with a positive total return at the
Maturity  Date  which,  together  with the  reinvestment  of all  dividends  and
distributions,  exceeds  their  original  investment  in a Fund by a  relatively
predictable  amount.  While the risk of fluctuation in the values of zero coupon
securities is greater when the period to maturity is longer,  that risk tends to
diminish as the Maturity Date approaches. Although an investor can redeem shares
at the current net asset value at any time,  any investor who redeems his or her
shares  prior to the Maturity  Date is likely to achieve a different  investment
result than the return that was predicted on the date the  investment  was made,
and may even suffer a significant loss.

      Zero coupon securities are debt obligations that do not entitle the holder
to any periodic  payment of interest  prior to maturity or a specified date when
the securities  begin paying current  interest.  They are issued and traded at a
discount from their face amount or par value.  This 


                                       20
<PAGE>

discount  varies  depending on the time  remaining  until  maturity,  prevailing
interest  rates,  liquidity of the security and the perceived  credit quality of
the issuer. When held to maturity,  the entire return of a zero coupon security,
which  consists of the  accretion  of the  discount,  comes from the  difference
between its issue price and its maturity value.  This difference is known at the
time of purchase,  so investors  holding zero coupon  securities  until maturity
know the amount of their investment return at the time of their investment.  The
market values are subject to greater market  fluctuations from changing interest
rates  prior to  maturity  than the  values of debt  obligations  of  comparable
maturities  that  bear  interest  currently.  See "Zero  Coupon  Securities-Risk
Factors."

      A portion of the total realized return from  conventional  interest-paying
bonds comes from the  reinvestment  of periodic  interest.  Since the rate to be
earned on these reinvestments may be higher or lower than the rate quoted on the
interest-paying bonds at the time of the original purchase,  the total return of
interest-paying  bonds is uncertain  even for investors  holding the security to
its maturity.  This uncertainty is commonly referred to as reinvestment risk and
can have a significant  impact on total realized  investment  return.  With zero
coupon  securities,  however,  there are no cash  distributions to reinvest,  so
investors bear no reinvestment  risk if they hold the zero coupon  securities to
maturity.

      Each Fund primarily  will purchase three types of zero coupon  securities:
(1) U.S. Treasury STRIPS  (Separately  Traded Registered  Interest and Principal
Securities),  which are  created  when the  coupon  payments  and the  principal
payment  are  stripped  from an  outstanding  Treasury  security  by the Federal
Reserve Bank. Bonds issued by the Resolution Funding  Corporation  (REFCORP) can
also be stripped in this  fashion.  (2) STRIPS  which are created  when a dealer
deposits a Treasury  security or a Federal agency  security with a custodian for
safekeeping and then sells the coupon  payments and principal  payment that will
be generated by this security.  Bonds issued by the Financing Corporation (FICO)
can be stripped in this fashion.  (3) Zero coupon securities of federal agencies
and instrumentalities  either issued directly by an agency in the form of a zero
coupon bond or created by stripping an outstanding bond.

      Each  Fund may  invest  up to 35% of its  total  assets  in the  following
instruments: interest- bearing obligations issued by the U.S. Government and its
agencies and instrumentalities (see "U.S. Government  Obligations"),  including,
for TARGET MATURITY 2007 FUND, zero coupon securities maturing beyond 2007, and,
for TARGET  MATURITY 2010 FUND,  zero coupon  securities  maturing  beyond 2010;
corporate  debt  securities,   including   corporate  zero  coupon   securities;
repurchase  agreements;   and  money  market  instruments  consisting  of  prime
commercial paper, certificates of deposit of domestic branches of U.S. banks and
bankers'  acceptances.  Each Fund may only invest in debt securities  rated A or
better by  Moody's  or S&P or in  unrated  securities  that are  deemed to be of
comparable quality by the Adviser. Debt obligations rated A or better by Moody's
or S&P comprise what are known as high-grade  bonds and are regarded as having a
strong  capacity to repay principal and make interest  payments.  See Appendix A
for a  description  of  corporate  bond  ratings.  Each Fund may also  invest in
restricted  and  illiquid  securities,  make loans of portfolio  securities  and
purchase  securities on a when-issued  basis.  See the SAI for more  information
regarding these types of investments.


                                       21
<PAGE>

UTILITIES INCOME FUND

      The primary investment  objective of UTILITIES INCOME FUND is to seek high
current income.  Long-term capital  appreciation is a secondary  objective.  The
Fund seeks its objectives by investing, under normal market conditions, at least
65% of its total  assets  in  equity  and debt  securities  issued by  companies
primarily engaged in the public utilities  industry.  Equity securities in which
the  Fund  may  invest  include  common  stocks,  preferred  stocks,  securities
convertible  into common  stocks or preferred  stocks,  and warrants to purchase
common or preferred stocks. Debt securities in which the Fund may invest will be
rated at the time of  investment  at least A by Moody's  or S&P or, if  unrated,
will be deemed to be of comparable  quality as  determined by the Adviser.  Debt
securities  rated A or higher by Moody's or S&P or, if unrated,  deemed to be of
comparable  quality by the Adviser,  are regarded as having a strong capacity to
pay principal and  interest.  The Fund's policy is to attempt to sell,  within a
reasonable  time  period,  a debt  security  in its  portfolio  which  has  been
downgraded  below A, provided that such  disposition is in the best interests of
the Fund and its  shareholders.  See Appendix A for a  description  of corporate
bond ratings. The portion of the Fund's assets invested in equity securities and
in debt  securities will vary from time to time due to changes in interest rates
and economic and other factors.

      The  utility  companies  in  which  the  Fund  invests  include  companies
primarily  engaged in the ownership or operation of  facilities  used to provide
electricity,  gas, water or telecommunications  (including telephone,  telegraph
and  satellite,  but not  companies  engaged  in  public  broadcasting  or cable
television).  For these purposes,  "primarily  engaged" means that (1) more than
50% of the company's  assets are devoted to the ownership or operation of one or
more  facilities  as  described  above,  or (2) more  than 50% of the  company's
operating  revenues are derived from the business or  combination  of any of the
businesses  described  above. It should be noted that based on this  definition,
the Fund may invest in companies which are also involved to a significant degree
in non-public utilities activities.

      Utility  stocks  generally  offer  dividend  yields that  exceed  those of
industrial  companies  and their prices tend to be less  volatile than stocks of
industrial companies. However, utility stocks can still be affected by the risks
of the  stock  of  industrial  companies.  Because  the  Fund  concentrates  its
investments  in public  utilities  companies,  the value of its  shares  will be
especially  affected by factors  peculiar  to the  utilities  industry,  and may
fluctuate  more  widely  than the value of shares  of a fund that  invests  in a
broader range of industries. See "Utilities Industries--Risk Factors."



The Fund may invest up to 35% of its total assets in the following  instruments:
debt  securities  (rated at least A by Moody's or S&P) and common and  preferred
stocks  of  non-utility   companies;   U.S.  Government  Obligations  (including
mortgage-backed  securities);  cash; and money market instruments  consisting of
prime  commercial  paper,  bankers'  acceptances,  certificates  of deposit  and
repurchase  agreements.  The Fund may invest in securities on a "when-issued" or
delayed  delivery  basis and make loans of  portfolio  securities.  The Fund may
invest  up to 10% of its net  assets  in ADRs.  The Fund may  borrow  money  for
temporary or emergency  purposes in amounts not  exceeding 5% of its net assets.
The Fund also may invest in zero coupon and pay-in-kind securities. In addition,
in any period of market weakness or of uncertain market or economic  conditions,
the Fund may establish a temporary defensive position to preserve capital



                                       22
<PAGE>

by having all of its assets  invested in short-term  fixed income  securities or
retained in cash or cash  equivalents.  See the SAI for a  description  of these
securities.

      GENERAL.  Each Fund's net asset value fluctuates based mainly upon changes
in the value of its portfolio securities.  Each Fund's investment objectives and
certain  investment  limitations set forth in the SAI are  fundamental  policies
that may not be changed without shareholder approval.  There can be no assurance
that any Fund will achieve its investment objectives.

DESCRIPTION OF CERTAIN SECURITIES, OTHER INVESTMENT POLICIES AND RISK FACTORS

      AMERICAN  DEPOSITORY  RECEIPTS AND GLOBAL DEPOSITORY  RECEIPTS.  BLUE CHIP
FUND,  INTERNATIONAL  SECURITIES  FUND,  GROWTH FUND,  UTILITIES INCOME FUND and
DISCOVERY FUND may invest in sponsored and  unsponsored  ADRs. ADRs are receipts
typically  issued by a U.S.  bank or trust company  evidencing  ownership of the
underlying securities of foreign issuers, and other forms of depository receipts
for  securities of foreign  issuers.  Generally,  ADRs, in registered  form, are
denominated  in U.S.  dollars and are  designed  for use in the U.S.  securities
markets.  Thus, these securities are not denominated in the same currency as the
securities  into which they may be  converted.  In addition,  the issuers of the
securities  underlying  unsponsored ADRs are not obligated to disclose  material
information in the United States and,  therefore,  there may be less information
available regarding such issuers and there may not be a correlation between such
information and the market value to the ADRs.  INTERNATIONAL SECURITIES FUND and
GROWTH FUND may also invest in sponsored and  unsponsored  GDRs. GDRs are issued
globally  and  evidence a similar  ownership  arrangement.  Generally,  GDRs are
designed  for  trading  in  non-U.S.  securities  markets.  ADRs  and  GDRs  are
considered to be foreign securities by each of the above Funds, as appropriate.

      BANKERS'  ACCEPTANCES.  Each  Fund may  invest  in  bankers'  acceptances.
Bankers'   acceptances  are  short-term  credit   instruments  used  to  finance
commercial  transactions.  Generally,  an  acceptance is a time draft drawn on a
bank by an exporter  or  importer to obtain a stated  amount of funds to pay for
specific  merchandise.  The draft is then  "accepted" by a bank that, in effect,
unconditionally  guarantees  to pay the  face  value  of the  instrument  on its
maturity date. The acceptance may then be held by the accepting bank as an asset
or it may be sold in the  secondary  market at the going rate of interest  for a
specific  maturity.  Although  maturities for  acceptances can be as long as 270
days, most acceptances have maturities of six months or less.

      CERTIFICATES  OF  DEPOSIT.  Each Fund may invest in bank  certificates  of
deposit ("CDs").  The FDIC is an agency of the U.S. Government which insures the
deposits of certain banks and savings and loan  associations  up to $100,000 per
deposit.  The  interest  on such  deposits  may not be  insured if this limit is
exceeded.  Current Federal  regulations  also permit such  institutions to issue
insured  negotiable  CDs in amounts of $100,000 or more,  without  regard to the
interest  rate  ceilings  on other  deposits.  To remain  fully  insured,  these
investments  currently  must be limited to $100,000  per insured bank or savings
and loan association.

      COMMERCIAL  PAPER.  Commercial  paper is a  promissory  note  issued  by a
corporation to finance  short-term credit needs which may either be unsecured or
backed by a letter of credit. Commercial paper includes notes, drafts or similar
instruments payable on demand or having a


                                       23
<PAGE>

maturity at the time of issuance not exceeding nine months, exclusive of days of
grace or any renewal  thereof.  See Appendix A to the SAI for a  description  of
commercial paper ratings.

      CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note,
preferred  stock or other security that may be converted into or exchanged for a
prescribed  amount of common  stock of the same or a different  issuer  within a
particular  period  of time at a  specified  price  or  formula.  A  convertible
security  entitles  the  holder to receive  interest  paid or accrued on debt or
dividends paid on preferred stock until the convertible  security  matures or is
redeemed, converted or exchanged.  Convertible securities have unique investment
characteristics  in that they  generally  (1) have  higher  yields  than  common
stocks,  but lower yields than comparable  non-convertible  securities,  (2) are
less subject to fluctuation in value than the underlying stock because they have
fixed  income  characteristics,  and  (3)  provide  the  potential  for  capital
appreciation if the market price of the underlying  common stock increases.  See
the SAI for more information on convertible securities.

      DEBT  SECURITIES--RISK  FACTORS.  The market value of debt  securities  is
influenced  primarily by changes in the level of interest rates.  Generally,  as
interest rates rise, the market value of debt securities decreases.  Conversely,
as interest rates fall, the market value of debt securities  increases.  Factors
which  could  result in a rise in interest  rates,  and a decrease in the market
value  of debt  securities,  include  an  increase  in  inflation  or  inflation
expectations,  an increase in the rate of U.S.  economic growth, an expansion in
the Federal budget  deficit or an increase in the price of  commodities  such as
oil.  In  addition,  the  market  value  of debt  securities  is  influenced  by
perceptions of the credit risks associated with such securities.  Credit risk is
the risk that  adverse  changes in  economic  conditions  can affect an issuer's
ability to pay principal and interest. Sale of debt securities prior to maturity
may result in a loss and the inability to replace the sold  securities with debt
securities  with a similar  yield.  Debt  obligations  rated  lower  than Baa by
Moody's or BBB by S&P, commonly referred to as "junk bonds," are speculative and
generally   involve  a  higher  risk  of  loss  of  principal  and  income  than
higher-rated securities.  See "High Yield Securities--Risk Factors" and Appendix
A for a description of corporate bond ratings.

      DEEP  DISCOUNT  SECURITIES.  HIGH  YIELD  FUND may invest up to 15% of its
total  assets in  securities  of companies  that are  financially  troubled,  in
default or undergoing bankruptcy or reorganization.  Such securities are usually
available at a deep  discount  from the face value of the  instrument.  The Fund
will invest in Deep  Discount  Securities  when the Adviser  believes that there
exist  factors  that are likely to restore  the  company to a healthy  financial
condition.  Such factors include a restructuring  of debt,  management  changes,
existence of adequate assets or other unusual  circumstances.  Debt  instruments
purchased at deep discounts may pay very high effective yields. In addition,  if
the financial  condition of the issuer  improves,  the  underlying  value of the
security may increase,  resulting in a capital gain. If the company  defaults on
its  obligations  or remains in  default,  or if the plan of  reorganization  is
insufficient  for  debtholders,  the Deep  Discount  Securities  may stop paying
interest and lose value or become worthless. The Adviser will attempt to balance
the benefits of Deep Discount  Securities with their risks.  While a diversified
portfolio may reduce the overall  impact of a Deep Discount  Security that is in
default or loses its  value,  the risk  cannot be  eliminated.  See "High  Yield
Securities--Risk Factors."


                                       24
<PAGE>

      EURODOLLAR  CERTIFICATES  OF DEPOSIT.  CASH  MANAGEMENT FUND may invest in
Eurodollar  CDs,  which are issued by London  branches  of  domestic  or foreign
banks.  Such securities  involve risks that differ from  certificates of deposit
issued by domestic branches of U.S. banks.  These risks include future political
and economic developments, the possible imposition of United Kingdom withholding
taxes on interest income payable on the securities,  the possible  establishment
of  exchange  controls,  the  possible  seizure  or  nationalization  of foreign
deposits or the adoption of other foreign  governmental  restrictions that might
adversely affect the payment of principal and interest on such securities.

      FOREIGN  SECURITIES--RISK  FACTORS.  INTERNATIONAL  SECURITIES  FUND, HIGH
YIELD  FUND and  DISCOVERY  FUND may sell a  security  denominated  in a foreign
currency  and retain the  proceeds in that  foreign  currency to use at a future
date (to purchase other  securities  denominated in that currency) or a Fund may
buy foreign currency outright to purchase securities denominated in that foreign
currency at a future date.  Investing in foreign  securities  involves more risk
than  investing in  securities  of U.S.  companies.  Because none of these Funds
intend to hedge their foreign investments,  the Fund will be affected by changes
in exchange  control  regulations  and  fluctuations  in the  relative  rates of
exchange between the currencies of different nations, as well as by economic and
political  developments.  GROWTH FUND may invest in securities issued by foreign
companies  that are  denominated  in U.S.  currency.  Risks  involved in foreign
securities  include  the  following:   there  may  be  less  publicly  available
information about foreign  companies  comparable to the reports and ratings that
are published  about companies in the United States;  foreign  companies are not
generally  subject to  uniform  accounting,  auditing  and  financial  reporting
standards and  requirements  comparable to those  applicable to U.S.  companies;
some foreign stock markets have substantially less volume than U.S. markets, and
securities  of some foreign  companies  are less liquid and more  volatile  than
securities  of  comparable  U.S.   companies;   there  may  be  less  government
supervision  and  regulation  of foreign  stock  exchanges,  brokers  and listed
companies than exist in the United States;  and there may be the  possibility of
expropriation  or  confiscatory  taxation,  political or social  instability  or
diplomatic  developments  which  could  affect  assets of a Fund held in foreign
countries.

      INTERNATIONAL  SECURITIES  FUND'S  and  DISCOVERY  FUND'S  investments  in
emerging markets include  investments in countries whose economies or securities
markets are not yet highly  developed.  Special  considerations  associated with
these emerging market investments (in addition to the  considerations  regarding
foreign  investments  generally) may include,  among others,  greater  political
uncertainties,  an economy's dependence on revenues from particular  commodities
or  on  international   aid  or  development   assistance,   currency   transfer
restrictions,  a limited  number of  potential  buyers for such  securities  and
delays and disruptions in securities settlement procedures.

      HIGH YIELD SECURITIES--RISK  FACTORS. High Yield Securities are subject to
certain  risks  that  may  not be  present  with  investments  in  higher  grade
securities.

           EFFECT OF INTEREST RATE AND ECONOMIC  CHANGES.  High Yield Securities
rated  lower than Baa by Moody's or BBB by S&P,  commonly  referred  to as "junk
bonds," are speculative and generally involve a higher risk or loss of principal
and income than  higher-rated  securities.  The prices of High Yield  Securities
tend  to  be  less   sensitive  to  interest  rate  changes  than   higher-rated
investments, but may be more sensitive to adverse economic changes or individual
corporate  developments.  Periods of economic  uncertainty and changes generally
result in  increased  volatility  in the market  prices and yields of High Yield
Securities and thus in a Fund's net asset 


                                       25
<PAGE>

value. A strong  economic  downturn or a substantial  period of rising  interest
rates  could  severely  affect the market  for High Yield  Securities.  In these
circumstances,  highly  leveraged  companies  might have greater  difficulty  in
making principal and interest  payments,  meeting projected  business goals, and
obtaining  additional  financing.  Thus,  there could be a higher  incidence  of
default.  This would affect the value of such  securities  and thus a Fund's net
asset value. Further, if the issuer of a security owned by a Fund defaults, that
Fund might incur additional expenses to seek recovery.

      Generally,  when  interest  rates  rise,  the  value  of fixed  rate  debt
obligations,  including High Yield Securities,  tends to decrease; when interest
rates fall, the value of fixed rate debt  obligations  tends to increase.  If an
issuer of a High  Yield  Security  containing  a  redemption  or call  provision
exercises  either  provision in a declining  interest rate market,  a Fund would
have to replace  the  security,  which could  result in a  decreased  return for
shareholders.  Conversely, if a Fund experiences unexpected net redemptions in a
rising  interest  rate market,  it might be forced to sell  certain  securities,
regardless of investment  merit.  This could result in decreasing  the assets to
which Fund expenses  could be allocated and in a reduced rate of return for that
Fund.   While  it  is  impossible  to  protect   entirely   against  this  risk,
diversification  of a Fund's  portfolio  and the Adviser's  careful  analysis of
prospective  portfolio  securities  should  minimize the impact of a decrease in
value of a particular security or group of securities in a Fund's portfolio.

           THE HIGH YIELD  SECURITIES  MARKET.  The market for below  investment
grade bonds  expanded  rapidly in recent years and its growth  paralleled a long
economic expansion.  In the past, the prices of many lower-rated debt securities
declined  substantially,  reflecting  an  expectation  that many issuers of such
securities might experience financial  difficulties.  As a result, the yields on
lower-rated debt securities rose dramatically.  However,  such higher yields did
not  reflect the value of the income  streams  that  holders of such  securities
expected,  but rather  the risk that  holders  of such  securities  could lose a
substantial  portion  of  their  value  as a result  of the  issuers'  financial
restructuring  or default.  There can be no assurance  that such declines in the
below investment grade market will not reoccur.  The market for below investment
grade bonds  generally  is thinner and less active than that for higher  quality
bonds, which may limit a Fund's ability to sell such securities at fair value in
response to changes in the economy or the financial  markets.  Adverse publicity
and investor perceptions, whether or not based on fundamental analysis, may also
decrease the values and  liquidity of lower rated  securities,  especially  in a
thinly traded market.

           CREDIT  RATINGS.  The credit ratings issued by credit rating services
may not fully  reflect  the true risks of an  investment.  For  example,  credit
ratings typically  evaluate the safety of principal and interest  payments,  not
market value risk, of High Yield  Securities.  Also,  credit rating agencies may
fail to change on a timely basis a credit rating to reflect  changes in economic
or company  conditions  that affect a  security's  market  value.  Although  the
Adviser considers ratings of recognized rating services such as Moody's and S&P,
the Adviser primarily relies on its own credit analysis,  which includes a study
of  existing  debt,  capital  structure,  ability  to  service  debt  and to pay
dividends,  the  issuer's  sensitivity  to economic  conditions,  its  operating
history  and the  current  trend of  earnings.  HIGH  YIELD  FUND may  invest in
securities rated as low as D by S&P or C by Moody's or, if unrated, deemed to be
of comparable quality by the Adviser. Debt obligations with these ratings either
have  defaulted or are in great danger of  defaulting  and are  considered to be
highly  speculative.  See "Deep Discount  Securities."  The Adviser  continually
monitors


                                       26
<PAGE>

the investments in a Fund's portfolio and carefully evaluates whether to dispose
of or retain High Yield  Securities  whose  credit  ratings  have  changed.  See
Appendix A for a description of corporate bond ratings.

           LIQUIDITY AND VALUATION. Lower-rated bonds are typically traded among
a smaller number of broker-dealers than in a broad secondary market.  Purchasers
of High Yield Securities tend to be institutions, rather than individuals, which
is a factor that  further  limits the  secondary  market.  To the extent that no
established  retail secondary market exists,  many High Yield Securities may not
be as liquid as  higher-grade  bonds.  A less active and thinner market for High
Yield Securities than that available for higher quality securities may result in
more volatile  valuations of a Fund's  holdings and more difficulty in executing
trades at favorable prices during unsettled market conditions.

      The  ability  of a Fund to value or sell  High  Yield  Securities  will be
adversely  affected  to the extent  that such  securities  are thinly  traded or
illiquid.  During such periods, there may be less reliable objective information
available and thus the responsibility of Life Series Fund's Board of Trustees to
value High Yield  Securities  becomes more  difficult,  with judgment  playing a
greater  role.  Further,  adverse  publicity  about the economy or a  particular
issuer may  adversely  affect the  public's  perception  of the value,  and thus
liquidity,  of a High Yield Security,  whether or not such perceptions are based
on a fundamental analysis.

           LEGISLATION.  Provisions  of the Revenue  Reconciliation  Act of 1989
limit a  corporate  issuer's  deduction  for a  portion  of the  original  issue
discount on "high yield discount"  obligations  (including  certain  pay-in-kind
securities).  This  limitation  could have a  materially  adverse  impact on the
market for certain High Yield  Securities.  From time to time,  legislators  and
regulators  have  proposed  other  legislation  that would limit the use of high
yield debt securities in leveraged buyouts, mergers and acquisitions.  It is not
certain  whether such proposals,  which also could  adversely  affect High Yield
Securities, will be enacted into law.

      MORTGAGE-BACKED SECURITIES

         Mortgage loans made by banks,  savings and loan  institutions and other
lenders are often  assembled  into pools,  the interests in which are issued and
guaranteed by an agency or  instrumentality of the U.S.  Government,  though not
necessarily by the U.S. Government itself.  Interests in such pools are referred
to herein as "mortgage-backed  securities." The market value of these securities
will  fluctuate as interest  rates and market  conditions  change.  In addition,
prepayment   of   principal   by  the   mortgagees,   which  often  occurs  with
mortgage-backed securities when interest rates decline, can significantly change
the realized yield of these securities.

         GNMA  certificates are backed as to the timely payment of principal and
interest  by the full  faith and  credit  of the U.S.  Government.  Payments  of
principal and interest on FNMA  certificates are guaranteed only by FNMA itself,
not by the full  faith and  credit of the U.S.  Government.  FHLMC  certificates
represent  mortgages  for which  FHLMC has  guaranteed  the  timely  payment  of
principal and interest but, like a FNMA certificate,  they are not guaranteed by
the full faith and credit of the U.S. Government.


                                       27
<PAGE>

           COLLATERALIZED   MORTGAGE  OBLIGATIONS  AND  MULTICLASS  PASS-THROUGH
SECURITIES.  Collateralized  mortgage  obligations ("CMOs") are debt obligations
collateralized by mortgage loans or mortgage pass-through securities. Typically,
CMOs are collateralized by GNMA certificates or other government mortgage-backed
securities (such collateral  collectively  hereinafter  referred to as "Mortgage
Assets").  Multiclass  pass-through  securities are interests in trusts that are
comprised of Mortgage Assets. Unless the context indicates otherwise, references
herein to CMOs include multiclass pass-through securities. Payments of principal
of, and interest on, the Mortgage Assets,  and any reinvestment  income thereon,
provide  the  funds  to pay  debt  service  on the  CMOs  or to  make  scheduled
distributions  on  the  multiclass  pass-through   securities.   CMOs  in  which
GOVERNMENT FUND may invest are issued or guaranteed by U.S.  Government agencies
or  instrumentalities,  such as FNMA and FHLMC. See the SAI for more information
on CMOs.

           STRIPPED MORTGAGE-BACKED SECURITIES. GOVERNMENT FUND, TARGET MATURITY
2007 FUND and TARGET  MATURITY 2010 FUND may invest in stripped  mortgage-backed
securities ("SMBS"),  which are derivative multiclass mortgage securities.  SMBS
are usually  structured with two classes that receive  different  proportions of
the interest  and  principal  distributions  from a pool of mortgage  assets.  A
common type of SMBS will have one class  receiving  most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest while the other class will receive all of the principal.  If the
underlying  Mortgage Assets experience  greater than anticipated  prepayments of
principal,  the Fund may fail to fully  recoup its initial  investment  in these
securities.  The market value of the class  consisting  primarily or entirely of
principal  payments  generally is  unusually  volatile in response to changes in
interest rates.

           RISKS OF MORTGAGE-BACKED  SECURITIES.  Investments in mortgage-backed
securities  entail both market and prepayment risk.  Fixed-rate  mortgage-backed
securities  are priced to reflect,  among other  things,  current and  perceived
interest rate conditions. As conditions change, market values will fluctuate. In
addition, the mortgages underlying  mortgage-backed  securities generally may be
prepaid in whole or in part at the option of the individual  buyer.  Prepayments
of the underlying  mortgages can affect the yield to maturity on mortgage-backed
securities  and, if interest rates decline,  the prepayment may only be invested
at the then  prevailing  lower  interest  rate.  Changes  in market  conditions,
particularly during periods of rapid or unanticipated changes in market interest
rates,  may result in  volatility  and reduced  liquidity of the market value of
certain  mortgage-backed  securities.  CMOs  and  SMBS  involve  similar  risks,
although they may be more volatile and even less liquid.

      PREFERRED STOCK. A preferred stock is a blend of the  characteristics of a
bond and common stock.  It can offer the higher yield of a bond and has priority
over common stock in equity ownership, but does not have the seniority of a bond
and,  unlike  common  stock,  its  participation  in the issuer's  growth may be
limited.  Preferred  stock has  preference  over common  stock in the receipt of
dividends  and in any  residual  assets after  payment to  creditors  should the
issuer be  dissolved.  Although the  dividend is set at a fixed annual rate,  in
some circumstances it can be changed or omitted by the issuer.


                                       28
<PAGE>

      REPURCHASE  AGREEMENTS.  Repurchase agreements are transactions in which a
Fund  purchases  securities  from a bank or  recognized  securities  dealer  and
simultaneously  commits  to resell  the  securities  to the bank or dealer at an
agreed-upon date and price reflecting a market rate of interest unrelated to the
coupon rate or maturity of the purchased securities. Each Fund's risk is limited
primarily  to the  ability of the seller to  repurchase  the  securities  at the
agreed-upon  price  upon the  delivery  date.  See the SAI for more  information
regarding repurchase agreements.

      RESTRICTED AND ILLIQUID SECURITIES.  Each Fund, other than CASH MANAGEMENT
FUND,  may  invest up to 15% of its net  assets  in  illiquid  securities.  CASH
MANAGEMENT  FUND may invest up to 10% of its net assets in illiquid  securities.
These securities  include (1) securities that are illiquid due to the absence of
a readily available market or due to legal or contractual restrictions on resale
and (2)  repurchase  agreements  maturing  in more  than  seven  days.  However,
illiquid  securities for purposes of this  limitation do not include  securities
eligible  for resale to  qualified  institutional  buyers  pursuant to Rule 144A
under the Securities Act of 1933, as amended,  which Life Series Fund's Board of
Trustees or the Adviser or the  Subadviser,  as  applicable,  has determined are
liquid  under  Board-approved  guidelines.  See  the SAI  for  more  information
regarding restricted and illiquid securities.

      Under  current  guidelines  of the  staff  of the SEC,  interest-only  and
principal-only  classes  of  fixed-rate   mortgage-backed  securities  in  which
GOVERNMENT  FUND may invest are considered  illiquid.  However,  such securities
issued by the U.S. Government or one of its agencies or  instrumentalities  will
not be considered  illiquid if the Adviser has  determined  that they are liquid
pursuant to  guidelines  established  by Life Series  Fund's  Board of Trustees.
GOVERNMENT FUND, TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 FUND may not
be able to sell illiquid  securities when the Adviser  considers it desirable to
do so or may  have to sell  such  securities  at a price  lower  than  could  be
obtained  if they were more  liquid.  Also the sale of illiquid  securities  may
require more time and may result in higher  dealer  discounts  and other selling
expenses  than  does the sale of  securities  that  are not  illiquid.  Illiquid
securities may be more difficult to value due to the  unavailability of reliable
market quotations for such securities, and investment in illiquid securities may
have an adverse impact on these Fund's net asset value.

      TIME DEPOSITS.  CASH  MANAGEMENT  FUND may invest in time  deposits.  Time
deposits are non-negotiable  deposits  maintained in a banking institution for a
specified  period of time at a stated  interest  rate.  For the most part,  time
deposits which may be held by the Fund would not benefit from insurance from the
Bank Insurance Fund or the Savings  Association  Insurance Fund  administered by
the FDIC.

      U.S.  GOVERNMENT  OBLIGATIONS.  Securities  issued  or  guaranteed  as  to
principal  or  interest  by  the  U.S.  Government  include  (1)  U.S.  Treasury
obligations  which differ only in their interest rates,  maturities and times of
issuance as follows:  U.S. Treasury bills (maturities of one year or less), U.S.
Treasury  notes  (maturities  of one to ten  years),  and  U.S.  Treasury  bonds
(generally  maturities of greater than ten years); and (2) obligations issued or
guaranteed by U.S. Government agencies and instrumentalities  that are backed by
the full faith and credit of the United States, such as securities issued by the
Federal  Housing  Administration,  GNMA,  the  Department  of Housing  and Urban
Development, the Export-Import Bank, the General Services


                                       29
<PAGE>

      Administration  and the  Maritime  Administration  and certain  securities
issued by the Farmers Home Administration and the Small Business Administration.
The range of maturities of U.S.  Government  Obligations is usually three months
to thirty years.

      UTILITIES  INDUSTRY-RISK FACTORS.  Stocks of utilities companies generally
offer dividend yields that exceed those of industrial companies and their prices
tend to be less volatile than stocks of industrial companies.  However,  utility
stocks can still be  affected by the risks of the stock  market in  general,  as
well as factors specific to public utilities companies.

      Many   utility   companies,   especially   electric   and  gas  and  other
energy-related utility companies,  have historically been subject to the risk of
increases  in fuel and other  operating  costs,  changes  in  interest  rates on
borrowing  for capital  improvement  programs,  changes in  applicable  laws and
regulations, and costs and operating constraints associated with compliance with
environmental  regulations.  In particular,  regulatory  changes with respect to
nuclear and  conventionally-fueled  power  generating  facilities could increase
costs or impair the ability of utility  companies to operate such  facilities or
obtain adequate return on invested capital.

      Certain utilities,  especially gas and telephone utilities, have in recent
years been affected by increased  competition,  which could adversely affect the
profitability  of such utility  companies.  In addition,  expansion by companies
engaged in telephone  communication  services of their non-regulated  activities
into other businesses  (such as cellular  telephone  services,  data processing,
equipment retailing,  computer services and financial services) has provided the
opportunity  for  increases in earnings and  dividends at faster rates than have
been  allowed  in  traditional  regulated  businesses.   However,  technological
innovations  and other  structural  changes  also  could  adversely  affect  the
profitability of such companies in competition with utilities companies.

      Because securities issued by utility companies are particularly  sensitive
to movements in interest rates, the equity securities of such companies are more
affected by movements in interest rates than are the equity  securities of other
companies.

      Each of these risks could adversely  affect the ability and inclination of
public  utilities  companies  to declare  or pay  dividends  and the  ability of
holders of common stock, such as the UTILITIES INCOME FUND, to realize any value
from the assets of the company upon liquidation or bankruptcy.

      VARIABLE RATE AND FLOATING RATE NOTES.  CASH MANAGEMENT FUND may invest in
derivative variable rate and floating rate notes.  Issuers of such notes include
corporations,  banks, broker-dealers and finance companies.  Variable rate notes
include  master  demand  notes which are  obligations  permitting  the holder to
invest fluctuating amounts, which may change daily without penalty,  pursuant to
direct arrangements between the Fund, as lender, and the borrower.  The interest
rates on these notes fluctuate from time to time. The issuer of such obligations
normally  has a  corresponding  right,  after a given  period,  to prepay in its
discretion the  outstanding  principal  amount of the  obligations  plus accrued
interest  upon a  specified  number  of  days'  notice  to the  holders  of such
obligations. See the SAI for more information on these securities.


                                       30
<PAGE>

      ZERO COUPON AND PAY-IN-KIND  SECURITIES.  Zero coupon  securities are debt
obligations  that do not entitle the holder to any periodic  payment of interest
prior to maturity or a specified date when the  securities  begin paying current
interest. They are issued and traded at a discount from their face amount or par
value, which discount varies depending on the time remaining until cash payments
begin,  prevailing  interest rates,  liquidity of the security and the perceived
credit quality of the issuer. Pay-in-kind securities are those that pay interest
through the issuance of additional securities.  The market prices of zero coupon
and  pay-in-kind  securities  generally  are more  volatile  than the  prices of
securities that pay interest  periodically and in cash and are likely to respond
to changes in  interest  rates to a greater  degree  than do other types of debt
securities having similar maturities and credit quality. Original issue discount
earned on zero coupon  securities and the  "interest" on pay-in-kind  securities
must be  included  in a Fund's  income.  Thus,  to  continue  to qualify for tax
treatment as a regulated investment company and to avoid a certain excise tax on
undistributed  income,  a Fund may be  required to  distribute  as a dividend an
amount that is greater than the total amount of cash it actually  receives.  See
"Taxes" in the SAI. These  distributions  must be made from a Fund's cash assets
or, if  necessary,  from the proceeds of sales of portfolio  securities.  A Fund
will not be able to purchase  additional  income-producing  securities with cash
used to make such  distributions,  and its current  income  ultimately  could be
reduced as a result.

      ZERO  COUPON  SECURITIES-RISK  FACTORS.  Zero coupon  securities  are debt
securities and thus are subject to the same risk factors as all debt securities.
See "Debt Securities-Risk Factors." The market prices of zero coupon securities,
however,  generally are more  volatile  than the prices of  securities  that pay
interest  periodically  and in cash and are  likely to  respond  to  changes  in
interest rates to a greater degree than do other types of debt securities having
similar  maturities  and credit  quality.  As a result,  the net asset  value of
shares of the  TARGET  MATURITY  2007  FUND and  TARGET  MATURITY  2010 FUND may
fluctuate  over a greater  range than shares of the other Funds or mutual  funds
that invest in debt obligations  having similar maturities but that make current
distributions of interest.

      Zero  coupon  securities  can be  sold  prior  to  their  due  date in the
secondary market at their then prevailing market value,  which depends primarily
on the time remaining to maturity,  prevailing  levels of interest rates and the
perceived credit quality of the issuer.  The prevailing market value may be more
or less than the securities' value at the time of purchase.  While the objective
of both the TARGET MATURITY 2007 FUND and TARGET MATURITY 2010 FUND is to seek a
predictable  compounded  investment  return  for  investors  who hold their Fund
shares until that Fund's maturity,  a Fund cannot assure that it will be able to
achieve a certain  level of return due to the  possible  necessity  of having to
sell  certain  zero coupon  securities  to pay  expenses,  dividends  or to meet
redemptions  at  times  and  at  prices  that  might  be   disadvantageous   or,
alternatively,  the  need to  invest  assets  received  from  new  purchases  at
prevailing  interest rates,  which would expose a Fund to reinvestment  risk. In
addition,  no  assurance  can be given as to the  liquidity  of the  market  for
certain  of  these  securities.  Determination  as  to  the  liquidity  of  such
securities will be made in accordance with guidelines established by Life Series
Fund's Board of Trustees.  In accordance with such guidelines,  the Adviser will
monitor each Fund's  investments in such securities  with  particular  regard to
trading activity,  availability of reliable price information and other relevant
information.


                                       31
<PAGE>

OTHER INVESTMENT POLICIES -- PORTFOLIO TURNOVER


      The increase in interest  rates during 1996 caused the  GOVERNMENT  FUND'S
portfolio to be restructured  during the year. In particular,  increasing  rates
decreased prepayments on mortgage-backed securities,  causing their durations to
increase.  In order to offset the  increase in  duration,  the  GOVERNMENT  FUND
adjusted  its  holdings  in  mortgage-backed  securities.  This  resulted  in  a
portfolio  turnover rate for the fiscal year ended  December 31, 1996 of 199%. A
high rate of portfolio turnover  generally leads to increased  transaction costs
and may result in a greater number of taxable  transactions.  See "Allocation of
Portfolio  Brokerage" in the SAI. The TARGET  MATURITY 2010 FUND  currently does
not expect its annual rate of portfolio turnover to exceed 100%. See the SAI for
the other Funds'  portfolio  turnover rate and for more information on portfolio
turnover.


                                HOW TO BUY SHARES


      Investments in a Fund are only available through purchases of the Policies
or the  Contracts  offered by First  Investors  Life.  Policy  premiums,  net of
certain  expenses,  are paid into a unit investment  trust,  Separate Account B.
Purchase payments for the Contracts, net of certain expenses, are also paid into
a unit investment  trust,  Separate Account C. The Separate  Accounts pool these
proceeds to purchase  shares of a Fund  designated by purchasers of the Policies
or Contracts. Orders for the purchase of Fund shares received prior to the close
of regular trading on the NYSE, generally 4:00 P.M. (New York City time), on any
business day the NYSE is open for trading,  will be processed and shares will be
purchased at the net asset value  determined at the close of regular  trading on
the NYSE on that day.  Orders received after the close of regular trading on the
NYSE will be processed at the net asset value determined at the close of regular
trading on the NYSE on the next  trading day.  See  "Determination  of Net Asset
Value." For a discussion of pricing when FIC's Woodbridge  offices are unable to
open for business due to an emergency, see the SAI.


                              HOW TO REDEEM SHARES

      Shares of a Fund may be  redeemed  at the  direction  of  Policyowners  or
Contractowners,  in  accordance  with the terms of the  Policies  or  Contracts.
Redemptions  will  be  made  at the  next  determined  net  asset  value  of the
respective  Fund upon receipt of a proper  request for redemption or repurchase.
Payment  will be made by check as soon as possible  but within  seven days after
presentation.  However,  Life Series  Fund's  Board of Trustees  may suspend the
right of redemption  or postpone the date of payment  during any period when (a)
trading on the NYSE is restricted as determined by the  Securities  and Exchange
Commission  ("SEC") or the NYSE is closed for other than  weekends and holidays,
(b) the SEC has by order  permitted  such  suspension,  or (c) an emergency,  as
defined by rules of the SEC,  exists  during which time the sale or valuation of
portfolio securities held by a Fund is not reasonably practicable.

                                   MANAGEMENT

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

      ADVISER.  First Investors Management Company,  Inc. 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 is a New York corporation located at 95 Wall
Street, New York, NY 10005. First 


                                       32
<PAGE>

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


      As compensation for its services,  the Adviser receives an annual fee from
each Fund,  which is payable  monthly.  For the fiscal year ended  December  31,
1996,  the advisory fees were 0.75% of average daily net assets for each of BLUE
CHIP FUND,  DISCOVERY  FUND,  GROWTH  FUND,  HIGH  YIELD FUND and  INTERNATIONAL
SECURITIES FUND, 0.60% of average daily net assets,  net of waiver,  for each of
CASH MANAGEMENT FUND,  GOVERNMENT FUND,  INVESTMENT GRADE FUND,  TARGET MATURITY
2007 FUND and  UTILITIES  INCOME FUND and 0.40% of average  daily net assets for
TARGET MATURITY 2010 FUND.


      SUBADVISER.  Wellington  Management Company,  LLP 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 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.


      WMC,  located at 75 State Street,  Boston,  MA 02109,  is a  Massachusetts
limited liability  partnership of which Robert W. Doran, Duncan M. McFarland and
John R. Ryan are Managing Partners. WMC is a professional  investment counseling
firm which  provides  investment  services  to  investment  companies,  employee
benefit  plans,   endowment  funds,   foundations  and  other  institutions  and
individuals.  As of December 31, 1996, WMC held investment  management authority
with respect to approximately  $133 billion of assets. Of that amount, WMC acted
as investment  adviser or subadviser to approximately  84 registered  investment
companies  or series of such  companies,  with net assets of  approximately  $90
billion as of December 31, 1996. WMC is not  affiliated  with the Adviser or any
of its affiliates.

      For the  fiscal  year ended  December  31,  1996,  the  Subadviser's  fees
amounted  to 0.31% of  GROWTH  FUND's  average  daily  net  assets  and 0.40% of
INTERNATIONAL  SECURITIES FUND's average daily net assets, all of which was paid
by the Adviser and not by the Funds.


      PORTFOLIO  MANAGERS.  Patricia D. Poitra,  Director of Equities,  has been
primarily  responsible for the day-to-day management of the DISCOVERY FUND since
1988.  Since February 1997, the BLUE CHIP FUND has been co-managed by Ms. Poitra
and Dennis T.  Fitzpatrick.  From October 1994 to February  1997, Ms. Poitra had
primary  responsibility for the day-to-day management of the BLUE CHIP FUND. Ms.
Poitra  and Mr.  Fitzpatrick  also  co-manage  the Blue Chip  Fund of  Executive
Investors  Trust and the Blue  Chip Fund of First  Investors  Series  Fund.  Ms.
Poitra also is responsible for the management of the Special Situations Fund and
the equity portion of the Total Return Fund,  series of First  Investors  Series
Fund, and the U.S.A. Mid-Cap Opportunity Fund of First Investors Series Fund II,
Inc. Ms. Poitra joined FIMCO in 1985 as a Senior Equity Analyst. Mr. Fitzpatrick
joined FIMCO in October  1995 as a Large Cap Analyst.  From July 1995 to October
1995, Mr.  Fitzpatrick was a Regional Surety Manager at United States Fidelity &
Guaranty Co. and from 1988 to 1995 he was Northeast  Surety  Manager at American
International Group.


                                       33
<PAGE>

      George V.  Ganter  has been  Portfolio  Manager  for HIGH YIELD FUND since
1989. Mr. Ganter joined FIMCO in 1985 as a Senior Analyst. He has been Portfolio
Manager for First  Investors  Special Bond Fund,  Inc.  since 1986 and Portfolio
Manager for First Investors High Yield Fund,  Inc. and Executive  Investors High
Yield Fund since 1989.

      Margaret R. Haggerty is Portfolio  Manager for UTILITIES  INCOME FUND. Ms.
Haggerty joined FIMCO in 1990 as an analyst for several First  Investors  equity
funds.  In addition,  she  monitored the  management of several First  Investors
funds for which WMC was the  subadviser.  In early  1993,  she became  Portfolio
Manager for First Investors Utilities Income Fund of First Investors Series Fund
II, Inc.

      Nancy Jones has been Portfolio Manager for INVESTMENT GRADE FUND since its
inception in 1992. Ms. Jones joined FIMCO in 1983 as Director of Research in the
High Yield Department. In 1989, she became Portfolio Manager for First Investors
Fund For Income,  Inc. Ms. Jones has been Portfolio Manager for Investment Grade
Fund of First Investors  Series Fund since its inception in 1991 and has managed
the fixed  income  corporate  securities  portion of Total  Return Fund of First
Investors Series Fund since 1992.

      Since  August  1995,  WMC's  Growth  Investment  Team,  a group of  equity
portfolio   managers   and  senior   investment   professionals,   has   assumed
responsibility for managing the GROWTH FUND.

      Since October 1995, Clark D. Wagner has been primarily responsible for the
day-to-day  management of the GOVERNMENT FUND and the TARGET MATURITY 2007 FUND.
Mr. Wagner has also been primarily  responsible for the day-to-day management of
TARGET MATURITY 2010 FUND since its inception in 1996.  Since he joined FIMCO in
1991,  Mr.  Wagner has been  Portfolio  Manager  for all of the First  Investors
municipal  bond  funds.  Mr.  Wagner  also is  responsible  for  the  day-to-day
management of First  Investors  Government  Fund, Inc. Mr. Wagner has been Chief
Investment Officer of FIMCO since 1992.

      Since April 1, 1994,  INTERNATIONAL  SECURITIES  FUND has been  managed by
WMC's Global Equity  Strategy  Group, a group of global  portfolio  managers and
senior investment professionals headed by Trond Skramstad.  Prior to joining WMC
as a portfolio  manager in 1993, Mr. Skramstad was a global portfolio manager at
Scudder, Stevens & Clark since 1990.

                        DETERMINATION OF NET ASSET VALUE

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


                                       34
<PAGE>

      Trustees.  The NYSE currently observes the following holidays:  New Year's
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

      The investments in CASH MANAGEMENT FUND, when purchased at a discount, are
valued at amortized  cost and when  purchased at face value,  are valued at cost
plus accrued interest.

                        DIVIDENDS AND OTHER DISTRIBUTIONS

      Dividends  from net  investment  income are  generally  declared  and paid
annually  by each Fund,  other than CASH  MANAGEMENT  FUND.  Dividends  from net
investment  income  are  generally  declared  daily  and  paid  monthly  by CASH
MANAGEMENT FUND. For the purposes of determining  dividends,  the net investment
income of each Fund, other than CASH MANAGEMENT  FUND,  consists of interest and
dividends,  earned discount and other income earned on portfolio securities less
expenses.  Net investment income of CASH MANAGEMENT FUND consists of (i) accrued
interest, plus or minus (ii) all realized and unrealized gains and losses on the
Fund's  securities,  less (iii) accrued expenses.  Dividends from net investment
income are  generally  declared and paid  Distributions  of a Fund's net capital
gain (the  excess of net  long-term  capital  gain over net  short-term  capital
loss),  if any,  after  deducting any  available  capital loss  carryovers,  are
declared and paid annually by each Fund,  other than CASH MANAGEMENT FUND, which
does not anticipate realizing any such gain.  INTERNATIONAL  SECURITIES FUND and
HIGH YIELD FUND also  distribute  any net realized  gains from foreign  currency
transactions   with  their  annual   distribution.   All   dividends  and  other
distributions  are paid in shares of the  distributing  Fund at net asset  value
(without sales charge),  generally determined as of the close of business on the
business day immediately following the record date of such distribution.

                                      TAXES

      Each Fund  intends to  continue to qualify  for  treatment  as a regulated
investment  company ("RIC") under  Subchapter M of the Internal  Revenue Code of
1986, as amended ("Code"),  so that it will be relieved of Federal income tax on
that part of its investment company taxable income (consisting  generally of net
investment income, net short-term capital gain and, for INTERNATIONAL SECURITIES
FUND and HIGH YIELD FUND, net gains from certain foreign currency  transactions)
and net capital gain that is distributed to its shareholders.

      Shares of the Funds are offered only to the Separate  Accounts,  which are
insurance company separate accounts that fund variable annuity and variable life
insurance  contracts.  Under the Code, no tax is imposed on an insurance company
with  respect  to income  of a  qualifying  separate  account  that is  properly
allocable to the value of eligible variable annuity (or variable life insurance)
contracts.  Please refer to "Federal  Income Tax Status" in the  Prospectuses of
Separate Accounts B and C for information as to the tax status of those accounts
and the holders of the Contracts or Policies.

      Each  Fund  intends  to  continue  to  comply  with  the   diversification
requirements  imposed  by  section  817(h)  of  the  Code  and  the  regulations
thereunder.  These  requirements,  which are in addition to the  diversification
requirements  imposed on the Funds by the  Investment  Company  Act of 1940,  as
amended,  and Subchapter M of the Code, place certain  limitations on the assets
of Separate Accounts B and C -- and of a Fund,  because section 817(h) and those
regulations treat the assets of a Fund as assets of Separate Accounts B and C --
that may be  invested  in  securities  of a  single  issuer.  Specifically,  the
regulations  provide that,  except as permitted by the "safe  harbor"  described
below, as of the end of each calendar  quarter (or within 30 days thereafter) no


                                       35
<PAGE>

more than 55% of a Fund's total assets may be represented by any one investment,
no  more  than  70% by any  two  investments,  no  more  than  80% by any  three
investments and no more than 90% by any four investments.  For this purpose, all
securities of the same issuer are considered a single investment, and while each
U.S.  Government agency and  instrumentality  is considered a separate issuer, a
particular foreign government and its agencies,  instrumentalities and political
subdivisions are considered the same issuer.  Section 817(h) provides, as a safe
harbor, that a separate account will be treated as being adequately  diversified
if the diversification requirements under Subchapter M are satisfied and no more
than 55% of the value of the  account's  total  assets are cash and cash  items,
government securities and securities of other RICs. Failure of a Fund to satisfy
the section 817(h) requirements would result in taxation of First Investors Life
and treatment of the Contract holders and  Policyowners  other than as described
in the Prospectuses of Separate Accounts B and C.

      The  foregoing is only a summary of some of the important  Federal  income
tax considerations  generally affecting each Fund and its shareholders;  see the
SAI for a more detailed discussion.  Shareholders are urged to consult their tax
advisers.

                               GENERAL INFORMATION

      ORGANIZATION. Life Series Fund is a Massachusetts business trust organized
on June 12,  1985.  The Board of Trustees of Life Series Fund has  authority  to
issue an unlimited  number of shares of beneficial  interest of separate series,
no par value,  of Life Series Fund.  The shares of  beneficial  interest of Life
Series Fund are presently divided into eleven separate and distinct series. Life
Series Fund does not hold annual shareholder  meetings. If requested to do so by
the holders of at least 10% of Life Series Fund's outstanding  shares, the Board
of  Trustees  will call a  special  meeting  of  shareholders  for any  purpose,
including the removal of Trustees.

      CUSTODIAN.  The Bank of New York, 48 Wall Street,  New York, NY 10286,  is
custodian  of the  securities  and cash of each Fund,  except the  INTERNATIONAL
SECURITIES  FUND.  Brown Brothers  Harriman & Co., 40 Water Street,  Boston,  MA
02109, is custodian of the securities and cash of the  INTERNATIONAL  SECURITIES
FUND and employs foreign sub-custodians to provide custody of the Fund's foreign
assets.

      TRANSFER AGENT.  Administrative  Data Management  Corp.,  581 Main Street,
Woodbridge, NJ 07095-1198, an affiliate of FIMCO and FIC, acts as transfer agent
for each Fund and as redemption agent for regular redemptions.

      PERFORMANCE.  Performance  information  is contained in Life Series Fund's
Annual Report which may be obtained without charge by contacting First Investors
Life at 212-858-8200.

      SHAREHOLDER INQUIRIES.  Shareholder inquiries can be made by calling First
Investors Life at 212-858-8200.

      ANNUAL AND SEMI-ANNUAL  REPORTS TO SHAREHOLDERS.  It is Life Series Fund's
practice  to mail only one copy of its  annual  and  semi-annual  reports to any
address at which more than one shareholder with the same last name has indicated
that mail is to be delivered. Additional copies of the reports will be mailed if
requested in writing or by telephone by any shareholder.


                                       36
<PAGE>

                                   APPENDIX A
                      DESCRIPTION OF CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP

      The ratings are based on current  information  furnished  by the issuer or
obtained by S&P from other sources it considers  reliable.  S&P does not perform
any audit in connection with any rating and may, on occasion,  rely on unaudited
financial information.  The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information,  or based on other
circumstances.

      The   ratings   are  based,   in  varying   degrees,   on  the   following
considerations:

      1.    Likelihood of default-capacity  and willingness of the obligor as to
            the  timely  payment of  interest  and  repayment  of  principal  in
            accordance with the terms of the obligation;

      2.    Nature of and provisions of the obligation;

      3.    Protection  afforded by, and relative position of, the obligation in
            the event of bankruptcy,  reorganization, or other arrangement under
            the laws of bankruptcy and other laws affecting creditors' rights.

      AAA Debt rated "AAA" has the highest rating  assigned by S&P.  Capacity to
pay interest and repay principal is extremely strong.

      AA Debt rated "AA" has a very strong  capacity to pay  interest  and repay
principal and differs from the higher rated issues only in small degree.

      A Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

      BBB Debt rated "BBB" is  regarded  as having an  adequate  capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.


                                       37
<PAGE>

      BB, B, CCC,  CC, C Debt rated "BB," "B," "CCC," "CC" and "C" is  regarded,
on  balance,  as  predominantly  speculative  with  respect to  capacity  to pay
interest and repay principal. "BB" indicates the least degree of speculation and
"C" the highest.  While such debt will likely have some  quality and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

      BB Debt rated "BB" has less near-term  vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest and principal  payments.  The "BB"
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied "BBB-" rating.

      B Debt rated "B" has a greater  vulnerability to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay principal. The "B" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"BB" or "BB-" rating.

      CCC Debt rated "CCC" has a currently identifiable vulnerability to default
and is dependent upon favorable business,  financial, and economic conditions to
meet timely  payment of interest  and  repayment of  principal.  In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.  The "CCC" rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
"B" or "B-" rating.

      CC The rating "CC"  typically  is applied to debt  subordinated  to senior
debt that is assigned an actual or implied "CCC" rating.

      C The rating "C" typically is applied to debt  subordinated to senior debt
which is assigned an actual or implied "CCC-" debt rating. The "C" rating may be
used to cover a situation where a bankruptcy  petition has been filed,  but debt
service payments are continued.

      CI The rating  "CI" is reserved  for income  bonds on which no interest is
being paid.

      D Debt rated "D" is in payment  default.  The "D" rating  category is used
when interest  payments or principal  payments are not made on the date due even
if the  applicable  grace period has not expired,  unless S&P believes that such
payments will be made during such grace period. The "D" rating also will be used
upon  the  filing  of  a  bankruptcy  petition  if  debt  service  payments  are
jeopardized.

      PLUS (+) OR MINUS (-):  The ratings  from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative  standing within the major
categories.


                                       38
<PAGE>

MOODY'S INVESTORS SERVICE, INC.

      Aaa Bonds which are rated "Aaa" are judged to be of the best quality. They
carry the smallest  degree of investment  risk and are generally  referred to as
"gilt edged." Interest payments are protected by a large or exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

      Aa Bonds  which are rated  "Aa" are  judged to be of high  quality  by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade  bonds.  They are rated lower than the best bonds because  margins of
protection may not be as large as in Aaa  securities,  fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat greater than the Aaa securities.

      A Bonds which are rated "A" possess many favorable  investment  attributes
and are to be  considered  as  upper-medium-grade  obligations.  Factors  giving
security to principal and interest are considered adequate,  but elements may be
present which suggest a susceptibility to impairment some time in the future.

      Baa Bonds which are rated "Baa" are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured).  Interest payments
and principal  security appear adequate for the present,  but certain protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

      Ba Bonds  which are rated  "Ba" are judged to have  speculative  elements;
their future  cannot be  considered  as  well-assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate,  and thereby not well
safeguarded  during  both good and bad times  over the  future.  Uncertainty  of
position characterizes bonds in this class.

      B  Bonds  which  are  rated  "B"  generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

      Caa Bonds which are rated "Caa" are of poor  standing.  Such issues may be
in default or there may be present  elements of danger with respect to principal
or interest.

      Ca Bonds which are rated "Ca" represent  obligations which are speculative
in a high  degree.  Such  issues  are  often in  default  or have  other  marked
shortcomings.

      C Bonds  which are  rated "C" are the  lowest  rated  class of bonds,  and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

      Moody's  applies  numerical  modifiers,  1, 2 and 3 in each generic rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modifier 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.


                                       39
<PAGE>

                                TABLE OF CONTENTS


Financial Highlights......................................................   4
Investment Objectives and Policies........................................  11
How to Buy Shares.........................................................  31
How to Redeem Shares......................................................  31
Management................................................................  31
Determination of Net Asset Value..........................................  33
Dividends and Other Distributions.........................................  34
Taxes.....................................................................  34
General Information.......................................................  35
Appendix A................................................................  36



INVESTMENT ADVISER                        CUSTODIANS
First Investors Management                The Bank of New York
  Company, Inc.                           48 Wall Street
95 Wall Street                            New York, NY  10286
New York, NY  10005
                                          Brown Brothers
SUBADVISER                                   Harriman & Co.
Wellington Management                     40 Water Street
  Company, LLP                            Boston, MA  02109
75 State Street
Boston, MA  02109                         AUDITORS
                                          Tait, Weller & Baker
TRANSFER AGENT                            Two Penn Center Plaza
Administrative Data                       Philadelphia, PA  19102-1707
  Management Corp.
581 Main Street                           LEGAL COUNSEL
Woodbridge, NJ  07095-1198                Kirkpatrick & Lockhart LLP
                                          1800 Massachusetts Avenue, N.W.
                                          Washington, D.C.  20036



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

<PAGE>


First Investors
Life Series Fund
- -----------------------
Blue Chip Fund
Cash Management Fund
Discovery Fund
Government Fund
Growth Fund
High Yield Fund
International Securities Fund
Investment Grade Fund
Target Maturity 2007 Fund
Target Maturity 2010 Fund
Utilities Income Fund


Prospectus

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

April 30, 1997


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

The following  language appears to the left of the above language in the printed
piece:

The words "BULK RATE U.S. POSTAGE PAID PERMIT NO. 7379" in a box to the right of
a circle  containing  the words  "MAILED  FROM ZIP CODE  11201"  appears  on the
righthand side.

The following language appears on the lefthand side.


FIRST INVESTORS LIFE SERIES FUND
95 WALL STREET
NEW YORK, NY 10005

First Investors Logo (as described above)
A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK


LIFE325



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