FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B
485BPOS, 1999-04-29
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     As filed with the Securities and Exchange Commission on April 29, 1999
    

                                                        Registration No. 2-98410
                                                                        811-4328


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                         Post-Effective Amendment No. 20                   [ X ]


                                       To
    
                                    FORM S-6

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

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

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                               (Name of Depositor)

                           95 Wall Street, 22nd Floor
                            New York, New York 10005
                   (Complete address of depositor's principal
                               executive offices)

                               Richard H. Gaebler
                                    President
                     First Investors Life Insurance Company
                           95 Wall Street, 22nd Floor
                            New York, New York 10005
                (Name and complete address of agent for service)

                        Copies of all communications to:
                         Freedman, Levy, Kroll & Simonds
                             1050 Connecticut Avenue
                           Washington, D.C. 20036-5366
                            Attn: Gary O. Cohen, Esq.


<PAGE>

It is proposed that this filing will become  effective on (check the appropriate
box):

/ /   immediately upon filing pursuant to paragraph (b)

   
/X/      on April 30, 1999 pursuant to paragraph (b)
    

/ /   60 days after filing pursuant to paragraph (a)(1)

/ /   on (date) pursuant to paragraph (a)(1) of Rule 485

/ /   this post-effective amendment designates a new effective date for
      a previously filed post-effective amendment

Title and Amount of Securities Being Registered: An indefinite amount of units
of interest in First Investors Life Level Premium Variable Life Insurance
(Separate Account B) under variable life insurance policies.

Approximate Date of Proposed Public Offering: Continuous


<PAGE>
                                 FIRST INVESTORS
                               LIFE LEVEL PREMIUM
                             VARIABLE LIFE INSURANCE

                             Reconciliation and Tie
                             ----------------------

N-8B-2
 Item No.                                     Location
 --------                                     --------
1-8    Organization and General             Front Cover; Overview, The Policy,
       Information                          Who We Are; Other Information,
                                            Relevance of Financial Statements

9      Material Litigation                  Not Applicable

10     General Information Concerning       Overview, Who We Are; The Policy in
       the Securities of the Trust and      Detail; Other Information
       the Rights of Holders

11-12  Information Concerning the           Overview, Who We Are; The Policy in
       Securities Underlying the            Detail; Other Information
       Trust's Securities

13     Information Concerning Loads,        Overview, The Charges and Expenses;
       Fees, Charges and Expenses           The Policy in Detail, Optional
                                            Insurance Riders

14-24  Information Concerning the           Overview, Who We Are; The Policy in
       Operations of the Trust              Detail, Allocation of Your Net
                                            Premium to Investment Options;
                                            Federal Income Tax Information;
                                            Other Information

25-27  Organization and Operations of       Overview, Who We Are; Our Officers
       Depositor                            and Directors; Other Information

28     Officials and Affiliated Persons     Overview, Who We Are; Our Officers
       of Depositor                         and Directors


30     Controlling Persons                  Overview, Who We Are

<PAGE>

31-34  Compensation of Officers and         Overview, Who We Are; Our Officers
       Directors of Depositor               and Directors; Other Information


35-38  Distribution of Securities           Overview, Who We Are; Other
                                            Information, Distribution of
                                            Policies

39-43  Information Concerning Principal     Overview, Who We Are; Other
       Underwriter                          Information, Distribution of 
                                            Policies

44-45  Offering Price or Acquisition        Overview, The Charges and Expenses,
       Valuation of Securities of the       Who We Are; Pertinent Provisions of
       Trust                                the Prospectus of First Investors
                                            Life Series Fund (File No. 2-98409)
                                            incorporated herein by reference

46     Redemption Valuation of              Overview, The Charges and Expenses,
       Securities of the Trust              Who We Are; Pertinent Provisions of
                                            the Prospectus of First Investors
                                            Life Series Fund (File No. 2-09409)
                                            incorporated herein by reference

47     Purchase and Sale of Interests       Overview, The Charges and Expenses,
       in Underlying Securities from        Who We Are; The Policy in Detail;
       and to Security Holders              Other Information

48-50  Information Concerning the           Other Information
       Trustee or Custodian

51     Information Concerning Insurance     Overview; The Policy in Detail
       of Holders of Securities

52     Policy of Registrant                 Overview; The Policy in Detail;
                                            Other Information

53     Regulated Investment Company         Federal Income Tax Information

54-59  Financial and Statistical            Overview, The Charges and Expenses;
       Information                          The Policy in Detail; Illustrations
                                            of Death Benefits, Cash Values and
                                            Accumulated Premiums; Other
                                            Information, Relevance of Financial
                                            Statements, Experts


<PAGE>


                                     PART II

                       CONTENTS OF REGISTRATION STATEMENT
                       ----------------------------------


             (INFORMATION NOT REQUIRED TO BE FILED IN A PROSPECTUS)

                           Undertaking To File Reports
                           ---------------------------


      Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                     Undertaking Pursuant to Rule 484(b)(1)
                     --------------------------------------
                        under the Securities Act of 1933
                        --------------------------------

      Article  XIV of the  By-Laws of First  Investors  Life  Insurance  Company
provides as follows:

      "To the full extent authorized by law and by the Charter,  the Corporation
      shall and hereby does  indemnify any person who shall at any time be made,
      or  threatened  to be made,  a party in any  civil or  criminal  action or
      proceeding by reason of the fact that he, his testator or his intestate is
      or  was a  director  or  officer  of the  Corporation  or  served  another
      corporation in any capacity at the request of the  Corporation,  provided,
      that the notice required by Section 62-a of the Insurance Law of the State
      of New York,  as now in effect or as amended  from time to time,  be filed
      with the Superintendent of Insurance."

      Reference  is  hereby  made  to the New  York  Business  Corporation  Law,
Sections 721 through 725.

      The general effect of this Indemnification will be to indemnify any person
made,  or  threatened to be made, a party to an action by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person, or that person's testator or intestate,  is or was a director or officer
of the corporation,  or is or was serving at the request of the corporation as a
director or officer of any other  corporation  of any type or kind,  domestic or
foreign,  of any  partnership,  joint venture,  trust,  employee benefit plan or
other  enterprise,  against amounts paid in settlement and reasonable  expenses,
including  attorney's fees, actually and necessarily incurred in connection with
the  defense or  settlement  of such  action,  or in  connection  with an appeal
therein  if such  director  or  officer  acted  in  good  faith,  for a  purpose
reasonably  believed  by that  person to be in,  and not  opposed  to,  the best
interests of the corporation and not otherwise knowingly unlawful.

      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.

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

<PAGE>


                   Representation Regarding Reasonableness of
                        Aggregate Policy Fees and Charges
                    Pursuant to Section 26(a)(e)(2)(A) of the
                         Investment Company Act of 1940


      First Investors Life  represents that the fees and charges  deducted under
the Policies  described in this Registration  Statement,  in the aggregate,  are
reasonable  in relation to the services  rendered,  the expenses  expected to be
incurred,  and the risks  assumed by First  Investors  Life under the  Policies.
First  Investors Life bases its  representation  on its assessment of all of the
facts and  circumstances,  including  such  relevant  factors as: the nature and
extent of such services,  expenses and risks;  the need for First Investors Life
to earn a profit;  and the regulatory  standards for exemptive  relief under the
Investment Company Act of 1940 under prior to October 1996,  including the range
of industry practice.  This representation applies to all Policies sold pursuant
to this  Registration  Statement,  including  those  sold on terms  specifically
described in the prospectus  contained herein, or any variations therein,  based
on  supplements,  endorsements,  or riders to any  Policies  or  prospectus,  or
otherwise.

<PAGE>

This Registration Statement for First Investors Life Level Premium Variable Life
Insurance comprises the following papers and documents.

      The facing page.

      Reconciliation and Tie.

   
      Prospectus, consisting of 30 pages. The undertaking to file reports.
    

      Undertaking pursuant to Rule 484 (b)(1) under the Securities Act of 1933.

      Representation Regarding Reasonableness of Fees and Charges.

      The signatures.

   Written consents of the following persons:

            Tait, Weller & Baker.  (Filed herewith.)

   The following Exhibits:

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

              1.              Resolution of Board of Directors Creating
                              Separate Account./1/

              2.              Not Applicable.

              3(a).           Underwriting Agreement./1/

              3(b).           Specimen Associate's Agreement./1/

              3(c).           Commission schedule./1/

              4.              Not Applicable.

              5.              Specimen Variable Life Insurance Policy./1/

              6.              Certificate  of  Incorporation,  as  amended,  and
                              By-Laws, as amended, of First Investors Life
                              Insurance Company./1/

              7.              See (5) above.

              8.              Not Applicable.

              9.              Not Applicable.

              10.             Specimen  form of  application  used with Variable
                              Life  Insurance  Policy  provided in response to 5
                              above. /2/

   
2.    Opinion of Counsel. /2/
      Opinion of Actuary. /2/
    

3.    Not Applicable.

4.    Not Applicable.

5.    Financial  Data  Schedule.  (see Exhibit 27 below.) 

   
6.    Consent of Independent Public Accountants. (Filed herewith.)
    

7.    Powers of Attorney. /1/

27.   Financial   Data   Schedule.   (Inapplicable,   because,   notwithstanding
      Instruction  5 as to Exhibits,  the  Commission  staff has advised that no
      such Schedule is required.)


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

   /1/   Previously filed in  Post-Effective  Amendment No. 17 to Registrant's
         Registration Statement (File No.2-98410) filed on May 19, 1997.

   /2/   Previously filed in  Post-Effective  Amendment No. 18 to Registrant's
         Registration Statement (File No.2-98410) filed on April 28, 1998.

<PAGE>

THE INSURED SERIES PLAN

LEVEL PREMIUM VARIABLE LIFE INSURANCE POLICIES
ISSUED BY
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street, New York, New York 10005/(212) 858-8200


PLEASE  READ THIS  PROSPECTUS  AND KEEP IT FOR  FUTURE  REFERENCE.  IT  CONTAINS
IMPORTANT  INFORMATION THAT YOU SHOULD KNOW BEFORE BUYING OR TAKING ACTION UNDER
A POLICY.  THIS PROSPECTUS IS VALID ONLY WHEN ATTACHED TO THE CURRENT PROSPECTUS
FOR FIRST INVESTORS LIFE SERIES FUND.

THE SECURITIES AND EXCHANGE  COMMISSION  (SEC) HAS NOT APPROVED OR DISAPPROVED
THESE  SECURITIES  OR  PASSED  UPON  THE  ADEQUACY  OF  THIS  PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


   
                  The date of this Prospectus is April 30, 1999
    


<PAGE>


                                   OVERVIEW

THE POLICY

    This  Prospectus  describes a Level Premium  Variable Life Insurance  Policy
(the  "Policy")  that is  offered  by First  Investors  Life  Insurance  Company
(referred to hereafter as "First  Investors  Life," "we," "us" or "our") through
our Separate Account B. The Policy provides you with life insurance coverage and
the  opportunity to invest your net premiums  (i.e.,  premiums less certain fees
and  charges)  in one or more  investment  options  ("Subaccounts")  of Separate
Account B. For marketing purposes, we call the Policy our Insured Series Plan.

    You are  required to pay  premiums  for only 12 years.  After 12 years,  you
never have to make another  premium  payment.  The Policy stays in force for the
life of the insured  unless you decide to surrender  it. The premiums are level.
You decide how much you want to pay each year.  Once this amount is set, you pay
the same amount each year. This amount can never be increased by us.

    The  Policy is  "variable."  This  means  that the  amount of the  insurance
coverage,  the cash value and the loan  value of your  Policy  may  increase  or
decrease  depending on the investment  performance of the Subaccount(s) that you
select.  You bear the entire  investment  risk with respect to the Policy's cash
value,  which could  decline to zero.  However,  the death benefit will never be
less than the  Guaranteed  Insurance  Amount  (adjusted  for  loans and  partial
surrenders), if you pay all your premiums.

    We offer  nine  Subaccounts,  from  which you may  select  up to five.  Each
Subaccount  invests in shares of a corresponding  "Fund" of First Investors Life
Series Fund ("Life Series Fund"), as shown below.

    SEPARATE ACCOUNT                          CORRESPONDING
      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

For  information  on  the  investment  objectives,  investment  strategies,  and
investment  risks of each Fund,  see the Life Series Fund  prospectus,  which is
attached at the end of this prospectus.

    You may also choose to add riders your Policy to increase the death  benefit
and  protect  against  the risk  that  you will not be able to make the  premium
payments  due to your  own  death  or  disability.  These  optional  riders  are
described in the section called "Optional Insurance Riders."

   
    To help you understand how the values of a hypothetical  Policy would change
over time,  we have included some  hypothetical  illustrations  based on certain
assumptions we have made.  Because your circumstances may vary considerably from
our  assumptions,  your registered  representative  will also provide you with a
similar   hypothetical   illustration   that  is  more   tailored  to  your  own
circumstances  and  wishes.  You  should  keep in mind that  replacing  existing
insurance  with the Policy may not benefit you because of,  among other  things,
the cost of the Policy during the first few years.
    

    If you are not  satisfied  with your  Policy,  you may be able to cancel and
return it to us for a full refund of any premiums  that you have paid.  For more
details, see the section entitled "Cancellation Rights" in this prospectus.


                                       2
<PAGE>


THE CHARGES AND EXPENSES

    We describe  below the fees and  charges  that you may be required to pay to
purchase and maintain the Policy.  Immediately thereafter,  we describe the fees
and  expenses  of each of the  underlying  mutual  funds that are  available  as
investment  options.  We guarantee that once you have purchased your policy,  we
will not  increase  the amount of your  premium  payments,  the charges  that we
deduct from your premiums, or the charges that we deduct from your Subaccount(s)
for mortality and expense risks.

    Deductions from Premium Payments
    --------------------------------

    We deduct  from your  premiums  for the Policy the fees and  charges  listed
below.  We allocate  the balance of your premium  payments to the  Subaccount(s)
that you have selected.

    Annual Administrative Charge. We impose a $30 charge on your premium payment
each  Policy  year.  The  charge  is for  our  annual  administrative  expenses,
including  expenses for (1) premium billing and collection,  (2)  recordkeeping,
(3) processing death benefit claims,  (4) cash  surrenders,  (5) Policy changes,
and (6) reporting and other communications to Policyowners.

    Additional  First Year Charge.  We impose an additional  charge in the first
Policy year at the rate of $5 per $1,000 of initial  face  amount of  insurance.
The charge is for our administrative  expenses in issuing the Policy,  including
expenses for (1) medical examinations, (2) insurance underwriting costs, and (3)
processing applications and establishing permanent Policy records.

    Sales Load. We impose a sales charge in issuing a Policy.  The charge in any
year does not  specifically  correspond to our sales expenses for that year. The
charge will not exceed the following percentages of the annual premium:

            YEARS                     MAXIMUM PERCENTAGES
            -----                     -------------------

              1..............................30%
             2-4.............................10%
         5 and later......................... 6%


    Premiums For Optional  Insurance  Riders.  We will deduct from your premiums
any premiums for any optional insurance riders that you have chosen.

    State Premium Tax Charge.  This charge varies from state to state. We expect
that the average state premium tax rate on premiums for the Policies will be 2%.

    Risk Charge.  We impose a maximum  risk charge of 1.5% of the  premium.  The
charge  insures that the death benefit will always at least equal the guaranteed
minimum death benefit.

    Other Charges.  We may also deduct two other charges from your premium:  (1)
an extra premium if you are rated as having a high  mortality  risk,  and (2) an
additional  charge for  premiums if you pay  premiums on other than on an annual
basis.

   
    We begin to accrue and deduct all of the above  charges on a Policy's  issue
date.  For the fiscal  year ended  December  31,  1998,  we  received a total of
$5,461,000 for these charges.
    

    Deductions from the Value of Your Policy
    ----------------------------------------

    Mortality And Expense Risks Charges. We deduct from the value of your Policy
a daily charge for the mortality  and expense  risks that we assume.  We compute
the charge at an effective annual rate of .50% of the value of Subaccount assets
attributable to your Policy.




                                       3
<PAGE>

    The  mortality  risk that we assume is that the person  named as the insured
under the Policy will live for a shorter  time than we have  estimated.  In that
case, we will not receive  enough premium to compensate us for the death benefit
we must pay. The expense risk we assume is that the expenses we incur in issuing
and administering the Policies will be greater than we have estimated.

    Cost Of Insurance  Protection.  We deduct a charge for the cost of insurance
protection.  This amount is determined by the insurance rates applicable to your
Policy based upon your age,  sex, and other factors as well as the net amount of
insurance that is at risk (see "Cost of Insurance Protection").

    Charges  For Income  Taxes.  We do not  currently  charge for our  corporate
Federal income taxes that may be attributable to Separate Account B. However, we
may impose  such a charge in the future.  We may also  impose  charges for other
applicable  taxes  attributable  to Separate  Account B (see "FEDERAL INCOME TAX
INFORMATION").

    Expenses Paid by the Funds
    --------------------------

    The  Funds  of Life  Series  Fund  (singularly,  "Fund,"  and  collectively,
"Funds") bear the cost of investment  advisory and subadvisory  fees,  brokerage
commissions,  transfer taxes and other fees related to securities  transactions.
While  you will not be  required  to pay any such  expenses  directly,  they are
indirectly  passed on to you.  They are reflected in the net asset value of each
Fund's shares.

The following  table shows the fees and expenses for each Fund that is available
to you:

FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF FUND AVERAGE NET ASSETS)

<TABLE>
<CAPTION>


   
                                                                              TOTAL FUND       FEE WAIVERS
                                            MANAGEMENT          OTHER         OPERATING       AND/OR EXPENSE            NET
                                              FEES(1)        EXPENSES(2)      EXPENSES(3)    ASSUMPTION(1),(2)       EXPENSES(3)
<S>                                            <C>             <C>               <C>              <C>                   <C>    

Blue Chip Fund                                 0.75%           0.07%             0.82%              N/A                  N/A
Cash Management Fund                           0.75            0.24              0.99             0.29%                 0.70
Discovery Fund                                 0.75            0.08              0.83               N/A                   N/A
Government Fund                                0.75            0.12              0.87             0.15                  0.72
Growth Fund                                    0.75            0.07              0.82               N/A                   N/A
High Yield Fund                                0.75            0.08              0.83               N/A                   N/A
International Securities Fund                  0.75            0.40              1.15               N/A                   N/A
Investment Grade Fund                          0.75            0.10              0.85             0.15                  0.70
Utilities Income Fund                          0.75            0.13              0.88             0.15                  0.73

</TABLE>
    

   
(1)   For the fiscal year ended December 31, 1998, the Adviser waived Management
      Fees in excess of 0.60% for Cash  Management  Fund, in excess of 0.60% for
      Government  Fund,  in excess of 0.60% for  Investment  Grade Fund,  and in
      excess of 0.60% for Utilities  Income Fund. The Adviser has  contractually
      agreed with Life Series Fund to waive  Management  Fees in excess of 0.60%
      for Cash  Management  Fund,  in excess of 0.60% for  Government  Fund,  in
      excess  of 0.60%  for  Investment  Grade  Fund,  in  excess  of 0.60%  for
      Utilities  Income Fund for a period of twelve months  commencing on May 1,
      1999.

(2)   For the fiscal year ended December 31, 1998, the Adviser  assumed  certain
      Other Expenses in excess of 0.10% for Cash Management,  in excess of 0.10%
      for Government Fund, and in excess of 0.10% for Investment Grade Fund. The
      Adviser has  contractually  agreed  with Life Series Fund to assume  Other
      Expenses  in  excess  of 0.10%  for Cash  Management  Fund for a period of
      twelve months commencing on May 1, 1999.
    
(3)   Each Fund, other than International Securities Fund, has an expense offset
      arrangement  that may reduce the Fund's  custodian fee based on the amount




                                       4
<PAGE>

      of cash maintained by the Fund with its custodian. Any such fee reductions
      are not reflected under Total Fund Operating Expenses or Net Expenses.

WHO WE ARE

   
    First Investors Life
    --------------------

    First Investors Life, 95 Wall Street,  New York, New York 10005 , is a stock
life insurance company  incorporated  under the laws of the State of New York in
1962. We write life insurance,  annuities, and accident and health insurance. We
assume all of the insurance  risks under the Policy,  and our assets support the
Policy's  benefits.  At December 31, 1998, we had over $1.017  billion of assets
and over $3.310 billion of life insurance in force.  (See First Investors Life's
financial statements under "Financial Statements.")

    First  Investors   Consolidated   Corporation   ("FICC")  owns  all  of  the
outstanding stock of First Investors Life, First Investors  Corporation ("FIC"),
the underwriter of the policies sold by First Investors Life, and Administrative
Data  Management  Corp.,  the  transfer  agent for Life Series  Fund  ("Transfer
Agent").  FICC  also  owns all of the  voting  common  stock of First  Investors
Management  Company,  Inc.  ("FIMCO"),  the adviser of the Life Series Fund. Mr.
Glenn O. Head controls FICC and,  therefore,  controls First  Investors Life and
the other companies which are owned by FICC.
    

    We segregate  the assets of Separate  Account B from our other  assets.  The
assets fall into two  categories:  (1) assets  equal to our  reserves  and other
liabilities  under the Policies and (2) additional  assets derived from expenses
that we charge to Separate  Account B. The assets  equal to our Policy  reserves
and liabilities support the Policy. We cannot use these assets to satisfy any of
our other  liabilities.  The assets  derived from our charges do not support the
Policy, and we can transfer these assets in cash to our General Account.  Before
making a  transfer,  we will  consider  any  possible  adverse  impact  that the
transfer may have on Separate Account B.

    Separate Account B
    ------------------

    We  established  Separate  Account B on June 4, 1985 under the provisions of
the New York Insurance Law. Separate Account B is a separate investment account.
Separate  Account B has registered with the SEC as a unit investment trust under
the 1940 Act.

   
    We allocate  assets to Separate  Account B to support the benefits under the
Policy. The assets are in turn invested by each Subaccount of Separate Account B
into a  corresponding  Fund at net asset value.  Each  Subaccount  reinvests any
distributions  it receives  from a Fund by purchasing  additional  shares of the
distributing Fund at net asset value.  Accordingly,  we do not expect to pay you
any capital  distributions from the Policies.  We value shares of the Funds that
the Subaccounts hold at their net asset values.
    
    Life Series Fund
    ----------------

    Life Series Fund is a diversified  open-end  management  investment  company
registered  under the 1940 Act. Life Series Fund consists of 11 separate  Funds,
nine of which are  available  to  Policyowners  of  Separate  Account B.  Target
Maturity  2007  Fund and  Target  Maturity  2010  Fund are the two Funds of Life
Series Fund that are not available to  Policyowners  of Separate  Account B. The
Life Series Fund  offers its shares only  through the  purchase of a Policy or a
variable annuity contract.  It does not offer its shares directly to the general
public.

   
    FIMCO is the  investment  adviser  of each Fund.  The  Adviser is a New York
Corporation  located at 95 Wall Street, New York, New York 10005. FIMCO and Life
Series  Fund have  retained  Wellington  Management  Company,  75 State  Street,
Boston,  Massachusetts  02109  to  serve  as  subadviser  ("Subadviser")  of the
International  Securities  Fund and the Growth  Fund.  See the Life  Series Fund
Prospectus for more information about the Adviser and Subadviser.
    



                                       5
<PAGE>



  RISK AND REWARD CONSIDERATIONS

    The Policy offers you not only insurance protection but also the opportunity
to  accumulate  assets on a tax deferred  basis by  investing in the  underlying
investment options. However, there are several important factors that you should
consider before making a decision to purchase a Policy.

    1. The Policy involves a long-term commitment on your part. Because most
of the fees and charges are paid during the early years, you will generally lose
money if you fail to make  all  premium  payments  required  during  the 12 year
period.  This is illustrated in the hypotheticals that appear at the end of this
prospectus.  Therefore,  you should have the intention and financial  ability to
complete the program.

    2. With investment  opportunity  comes investment risk. Each Subaccount will
fluctuate  in  value  on a  daily  basis.  The  investment  objectives,  primary
investment  strategies,  and primary risks of the underlying Funds are described
in the attached Life Series prospectus.

   
    3. If you  decide to take  policy  loans,  you should be aware that they can
have adverse consequences. Among other things, they reduce the death benefit and
cash value of your Policy;  they may undermine the growth  potential of the cash
value of your  Policy;  and they may result in taxable  distributions  to you if
they  exceed  the cash  value of a Policy as a result of a decline in the market
value of the underlying  investments or for any other reason (see the discussion
on Policy Loans).
    

    4. A surrender of your Policy  prior to maturity may have tax  implications.
You should carefully review the section on "FEDERAL INCOME TAX INFORMATION."

   
    5. The ability of FIL and its affiliates to process policy-related requests,
and render other services could be adversely  affected if the computers or other
systems on which they rely are not properly  programmed to operate after January
1, 2000. (See "OTHER  INFORMATION--Year 2000" for more information.)  Additional
information  on the risks of the Year 2000 may be found in the Life  Series Fund
prospectus, which is attached at the end of this prospectus.

                             THE POLICY IN DETAIL
    

    The  following  discussion  summarizes  important  provisions  of the Policy
offered by this Prospectus.  The discussion generally assumes 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.

YOUR PREMIUMS

    The Amount of Your Premiums
    ---------------------------

   
    Subject to our $600  minimum  annual  premium  requirement  (which  does not
include additional premiums for any riders that you may select other than Waiver
of  Premium),  you  decide how much you wish to pay in  premiums.  Once you have
decided  how much you wish to pay,  the premium  remains  level for all 12 years
that you are  required  to make  premium  payments.  We can never  increase  the
amount. We allocate assets to our General Account to accumulate as a reserve for
the contingency  that the insured will die when the Guaranteed  Insurance Amount
exceeds the death benefit  payable  without such  guarantee.  In setting premium
rates,  we took into  consideration  actuarial  estimates of projected death and
surrender  benefit  payments,  lapses,  expenses,   investment  returns,  and  a
contribution to our surplus.
    


                                       6
<PAGE>



The Frequency Of Payment
- ------------------------

    You pay premiums  under the Policy for only 12 years.  You may choose to pay
these premiums on an annual, semi-annual, quarterly or monthly due date measured
from the date of issue of the Policy.  Premium payments are due on or before the
due dates at our Home  Office.  If you pay early,  we will  place  your  premium
payment in our General  Account and, on the day that it is due, we will allocate
the premium to the Subaccount(s) that you selected.

    You will pay the lowest premium by paying annually. When you pay premiums 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 following table illustrates these premium amounts. We
deduct the additional charge from these premiums when we receive them.

                        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 the pre-authorized monthly plan ("Lifeline"),  your bank automatically
makes an  electronic  funds  transfer  to us from your bank  account to pay your
premiums.

     Automatic Premium Loans to Pay Premiums
     ---------------------------------------

    Under the  Automatic  Premium Loan  provision,  you pay any premium not paid
before the end of the grace period (see definition in "Other  Provisions") by an
automatic  loan against the Policy.  The  Automatic  Premium  Loan  provision is
available only if:

   
    .   you elect the Automatic  Premium Loan provision in your  application for
        the Policy or in a written request that we receive at our Home Office at
        any time when no premium is in default, and
    

    .   the resulting Policy loan and loan interest to the next premium due date
        do not  exceed  the  maximum  loan  value of your  Policy  (see  "Policy
        Loans").

    You may revoke the Automatic  Premium Loan  Provision at any time by written
request that we receive at our Home Office.

   
ALLOCATION OF YOUR NET PREMIUMS TO INVESTMENT OPTIONS
    

   
    When you  purchase a Policy,  you select the  allocation  of the net premium
(premium  less  deductions)  (see "The  Charges  And  Expenses--Deductions  from
Premium  Payments") to not more than five of the Subaccounts of Separate Account
B. You must  allocate  at least 10% of the net  premium to each  Subaccount  you
select.  The actual  allocation of net premium occurs on the Policy's issue date
and at the beginning of each Policy year after that.
    

    We offer  nine  Subaccounts,  from  which you may  select  up to five.  Each
Subaccount in turn invests in the  corresponding  Fund of Life Series Fund.  For
information on the investment objectives,  investment strategies, and investment
risks of the Funds, see the Life Series Fund prospectus which is attached at the
end of this prospectus.



                                       7
<PAGE>

  While your  premium will never  increase,  the net amount which is invested in
the  subaccounts  you select will  increase  over time,  as charges and expenses
decline.  Thus,  as time goes by, more of your premium  will be invested.  As an
example,  based on the  Policies  illustrated  on page 25  through  27, we would
allocate to the selected  Subaccount(s)  the  following  amounts for each Policy
year:

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

1.......................      $170.81        $  508.46         $  927.23
2-4.....................       489.00         1,008.00          1,527.00
5 and later.............       513.00         1,056.00          1,599.00

THE DEATH BENEFIT

   
    The death  benefit  is the amount we pay to your  named  beneficiary  at the
death  of the  person  whom  you  name  as  the  insured.  It is the  sum of the
Guaranteed  Insurance  Amount (face amount of the Policy) plus,  if positive,  a
Variable  Insurance Amount that is based upon the performance of the Subaccounts
that you have  selected.  We  increase  the death  benefit  to  reflect  (1) any
insurance  on the life of the  insured  that you may have added by rider and (2)
any premium you have paid that  applies to a period of time after the  Insured's
death.  We reduce  the death  benefit to  reflect  (1) any Policy  loan and loan
interest  and (2) any  unpaid  premium  that  applies  to a  period  before  the
insured's death.
    

    Generally,  we pay the death benefit  within seven days after we receive all
claim  requirements  at our Home Office located at 95 Wall Street,  New York, NY
10005. We pay interest on death benefit proceeds from the date of death until we
pay the death benefit.  We pay this interest at the same annual rate that we pay
on death  benefit  proceeds  you  leave on  deposit  with us under a  Settlement
Option. We may pay interest at a higher rate if the law requires.

    The Guaranteed Insurance Amount
    -------------------------------

   
    We guarantee  that the death  benefit on your policy will never be less than
the Policy's face amount, which is the Guaranteed Insurance 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,  we determine the death benefit on each Policy anniversary by adding
the Variable Insurance Amount, if positive,  to the Guaranteed Insurance Amount.
The death benefit then remains level during the following Policy year. The death
benefit  payable,  therefore,  depends on the Policy  year in which the  Insured
dies.
    

    The Variable Insurance Amount
    -----------------------------

   
    The Variable  Insurance  Amount is based upon the investment  results of the
Subaccounts  that you have selected.  During the first Policy year, the Variable
Insurance  Amount  is  zero.  On the  first  Policy  anniversary,  and  on  each
anniversary thereafter, we determine your Variable Insurance Amount by comparing
the Actual Rate of Return  (the gross rate of return less all fees and  charges)
on your  Subaccounts  with an  assumed  rate of return of 4%,  which we call the
"Base Rate of Return."

    Your Variable  Insurance Amount does not change if the Actual Rate of Return
on all of your  Subaccounts  is exactly  equal to the Base Rate of Return.  Your
Variable Insurance Amount increases if the Actual Rate of Return is greater than
the Base Rate of Return.  The Variable  Insurance Amount decreases if the Actual
Rate of  Return is less than the Base Rate of  Return.  The  difference  between
these rates of return, if any, is called the Differential Rate of Return. We set
the Variable  Insurance  Amount on each Policy  anniversary and do not change it
until the next Policy anniversary.



                                       8
<PAGE>

    The amount by which your Variable Insurance Amount will increase or decrease
during any policy year is  determined  by dividing the  Differential  Investment
Return (the  Differential Rate of Return times the Investment Base) for a policy
year by the applicable net single premium rate that is specified in your Policy.
Your policy  includes a table of the  applicable  net single  premium  rates per
$1.00 from ages 0 to 99. The net single  premium  increases as the Insured grows
older,  meaning that the insured will receive less Variable Insurance per dollar
of  Differential  Investment  Return as the insured grows older.  The net single
premium 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  that we issue to a female than for a Policy that we issue to
a male of the same age.

    The Variable  Insurance  Amount is  calculated on a cumulative  basis.  This
means that the amount reflects the  accumulation of increases and decreases from
past Policy years. The cumulative amount may be positive or negative,  depending
on the investment performance,  while the Policy is in force, of the Subaccounts
that you have selected. If the Variable Insurance Amount is negative,  the death
benefit is the Guaranteed Insurance Amount. In other words, the death benefit is
never less than the Guaranteed Insurance Amount.

    The  following  example  illustrates  how the Variable  Insurance  Amount is
calculated.  For this example,  we use the Policy  illustration on page 26 for a
male age 25,  and  assume an 8%  hypothetical  gross  annual  investment  return
(equivalent  to  an  Actual  Rate  of  Return  of  approximately  .064399).  The
calculations are for policy years 6 and 12:

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

(1) Cash Value at End of Prior Year.....          $4,972.00     $14,529.00
(2) Net Premium.........................           1,056.00       1,056.00
(3) Investment Base at Beginning of
    Current Policy Year: (1)+(2)........           6,028.00      15,585.00
(4) Differential Rate of Return
    (.064399 - .04).....................            .024399        .024399
(5) Differential 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 Insurance
    Amount (to nearest dollar):
    (5) divided by (6)..................              $ 656      $   1,391



    If the hypothetical  gross annual  investment return in the year illustrated
had been 0% (equivalent to an Actual Rate of Return of  approximately  -1.445%),
the  results in the  calculation  above  would have been as  follows:  the death
benefit  would have  decreased by $1,464,  and the death  benefit for the end of
Policy year 6 would have been $51,934.


YOUR CASH VALUE

    Determining Your Cash Value
    ---------------------------

    The cash  value you have in your  Policy  will vary daily  depending  on the
investment  experience of the Subaccounts you have selected.  (See "Valuation of
Assets.") The cash value on any day within the policy year equals the cash value
as of the end of the prior  Policy year,  plus the  premiums  that you have paid
since the  Policy's  last  anniversary,  adjusted to reflect the Actual Rates of
Return  of the  Subaccounts  you  have  selected,  less  the  cost of  insurance
protection.



                                       9
<PAGE>

    Assuming  no  partial  surrenders  or  Policy  Loans  have been  taken,  the
following  example  illustrates how the cash value of a Policy at the end of any
year is calculated.  For this example, we use the Policy illustration for a male
issue  age 25 on  Page  26,  and  we  assume  an 8%  hypothetical  gross  annual
investment  return  (equivalent  to an Actual  Rate of  Return of  approximately
6.4399%).  The  "Investment  Base"  is the  value  of  your  investments  on all
Subaccounts you have selected.  In this case, the cash value we show for the end
of Policy  year 5  increases  to the amount we show for the end of Policy year 6
for the Policy, as follows:

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

    We do not guarantee that you will have any cash value in your Policy. The
Policy  offers the  possibility  of  increased  cash value  resulting  from good
investment  performance.  However,  there is no assurance that any increase 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.
In that case, we would credit  subsequent  net premium  payments and  investment
returns against the negative cash value. You bear all the investment risk.
    

    Deduction of Cost of Insurance Protection from Cash Value
    ---------------------------------------------------------

    Your cash  value is reduced  by an annual  charge for the cost of  insurance
protection.  We issue  variable  life  insurance  policies to (1)  persons  with
standard  mortality  risks and (2) persons with higher  mortality  risks, as our
underwriting  rules permit. We charge a higher gross premium for the person with
the higher mortality risk.

    We use the 1980 Commissioners'  Standard Ordinary Mortality Table to compute
the cost of  insurance  protection  for each  Policy,  with one  exception.  For
mortality  rates for extended term  insurance,  we use the  Commissioners'  1980
Extended Term Table.

    In all cases, we base the cost of insurance  protection on the net amount of
insurance at risk (the Policy's face amount, plus the Variable Insurance Amount,
minus the cash value) and the person's sex and attained  age. The amount that we
deduct  each year is  different,  because  the  probability  of death  generally
increases as a person's age  increases.  The net amount of insurance at risk may
decrease or increase  each year  depending on the  investment  experience of the
Subaccount(s) that you have selected.

     Accessing Your Cash Value
     -------------------------

         FULL OR PARTIAL  SURRENDERS.  You may surrender the Policy for its cash
value at any time while the Insured is living.  The amount  payable  will be the
cash value that we next compute  after we receive the  surrender  request at our
Home  Office.  Surrender  will be effective on the date that we receive both the
Policy and a written request in a form acceptable to us.

    On any  Policy  anniversary,  you may also make a partial  surrender  of the
Policy by reducing the premium amount. We permit a partial surrender only if you
(1) have no outstanding policy loan and (2) have paid the new premium due on the
Policy anniversary.



                                       10
<PAGE>

    We must receive all requirements for a partial  surrender at our 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 you paid  the  reduced  premium  from
inception. We will pay the portion of the cash value of the original Policy that
exceeds the cash value of the reduced Policy to you as a partial  surrender.  We
will allocate the cash value of the reduced Policy among the  Subaccounts in the
same proportion as the allocation of the cash value of the original Policy.

    We will usually pay the surrender value within seven days.  However,  we may
delay payment for the following reasons:

    .   a recent payment that you made by check has not yet cleared the bank,

    .   we are not able to determine  the amount of the payment  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.

    We will pay interest if we delay payment of the surrender value beyond seven
days. Under Federal tax laws, we may deduct withholding taxes from the surrender
value.

       POLICY LOANS. You 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,
if you assign your Policy to us as sole security. We charge interest daily at an
effective annual rate of 6% compounded on each Policy  anniversary.  In general,
we send the loan amount within seven days of receipt of the request. We will not
permit a new  loan  unless  it is at least  $100,  or  unless  you use it to pay
premiums.  You may repay all or a portion of any loan and accrued interest while
the Insured is living and the Policy is in force.

    When you take out a loan,  we  transfer a portion of the cash value equal to
the loan from the  Subaccount(s)  that you have selected to our General Account.
We charge the loan to each Subaccount in the proportion  which the value of each
Subaccount  bears to the cash value of the Policy as of the date of the 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.  A
Policy loan may also  permanently  affect the death benefit above the Guaranteed
Insurance Amount and the cash value,  whether or not you repay the loan in whole
or in part.  This occurs because we will not credit Net  Investment  Return that
the  Subaccount(s)  earn to the amount that we  maintain in the General  Account
during the period that the loan is outstanding. Instead, we credit the amount in
the General  Account at the assumed  interest rate of 4%, in accordance with the
tabular  cash value  calculations  that we have  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  rates of return of the  Subaccounts  you have
selected 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  Insurance  Amount"  and "The  Variable
Insurance  Amount").  The cash value and the Variable  Insurance Amount, if any,
depend on the Actual Rate of Return of the  Subaccount(s).  Thus, during periods
of favorable  investment  return (an Actual Rate of Return  greater than 4%), an
outstanding  Policy  loan  results in lower  investment  return  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 26,
and assume a hypothetical 8% gross annual  investment return and that you made a
$3,000  Policy  loan 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
differences between these amounts and the $57,898 death benefit and $12,685 cash



                                       11
<PAGE>

value that  appear on Page 26 for Policy  year 10 result  because the portion of
the cash value equal to the  indebtedness  does not  reflect the  Subaccount(s)'
Actual Rate of Return of approximately 6.4399%.
    

    Conversely,  outstanding  indebtedness  will diminish the adverse  effect on
cash value during a period of unfavorable  investment  return (an Actual Rate of
Return  less than 4%).  This is  because  the  portion of the cash value that we
transfer from the  Subaccount(s) to the General Account will grow at the assumed
rate of 4% even if Actual Rates of Return are below 4%. Thus, a Policy loan will
tend to protect the cash value and Variable  Insurance Amount from decreasing if
the Actual Rate of Return is less than 4%.

    If you do not pay loan interest when it is due, we increase your loan by the
amount of any unpaid  interest,  and we  transfer an  equivalent  amount of cash
value from the  Subaccount(s) to the General Account.  We credit loan repayments
to each Subaccount in proportion to your allocation to each Subaccount as of the
date of repayment.

    We subtract the amount of any outstanding  loan plus interest from any death
benefit  or any  surrender  value  that we pay.  If your  outstanding  loan with
accrued  interest ever equals or exceeds the cash value,  we will mail notice of
such event to you and any assignee at the  assignee's  last known  address.  The
Policy  terminates  31 days  after we mail  such  notice.  The  Policy  does not
terminate if you make a repayment within that 31-day period.

    Generally, on a Policy's termination or surrender, you pay income tax on the
following:

    .   the surrender value, plus

    .   any outstanding Policy loan plus interest, if applicable, minus

    .   the total premiums that you paid on the Policy.

    Consult with your representative or tax adviser before taking Policy loans.

    Transferring Your Cash Value Among Investment Options
    -----------------------------------------------------

    Twice each Policy year, you may transfer part or all of your cash value from
each Subaccount  that you have selected to any other  Subaccount or Subaccounts.
You may make these transfers only if

    .   you allocate the cash value to no more than five of the Subaccounts, and

    .   the  allocation  to any one  Subaccount is not less than 10% of the cash
        value.

SETTLEMENT OPTIONS

    You or your named  beneficiary  may  receive a single sum  payment of Policy
proceeds on the death of the Insured or  surrender  of the Policy.  Alternately,
you or your  beneficiary  may elect to apply all or a  portion  of the  proceeds
under any one of the fixed benefit  settlement options that the Policy provides.
Tax consequences may vary depending on the settlement  option that the recipient
chooses. The options are as follows:

    PROCEEDS LEFT AT INTEREST - Proceeds left on deposit with us to  accumulate,
with  interest  payable at a rate of 2 1/2% per year,  which may be increased by
additional interest.

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



                                       12
<PAGE>

    PAYMENT FOR A DESIGNATED  NUMBER OF YEARS - Payments in installments  for up
to 25  years,  including  interest  at a rate of 2 1/2% per year.  Payments  may
increase  by  additional  interest,  which  we  would  pay  at the  end of  each
installment year.

    LIFE INCOME,  GUARANTEED PERIOD - Payments guaranteed for 10 or 20 years, as
you elect,  and for life  thereafter.  During the guaranteed  period of 10 or 20
years, the payments may be increased by additional interest,  which we would pay
at the end of each installment year.

    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, never to
be less than the proceeds applied.

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

OPTIONAL INSURANCE RIDERS

    The following  optional  provisions  may be included in a Policy,  in States
where available,  subject to the payment of an additional  premium,  certain age
and insurance  underwriting  requirements,  and the restrictions and limitations
that apply to the Policy, as described above.

    Accidental Death Benefit
    ------------------------

    You may elect to obtain an  Accidental  Death Benefit rider if the Insured's
age is 0 to 60.  The rider  provides  for an  additional  fixed  amount of death
benefit in the event the Insured dies from  accidental  bodily  injury while the
Policy is in force and before the Policy  anniversary  when the Insured  attains
age 70. The  premium is $1.75 per $1,000 of benefit and is payable for 12 years.
The amount of the benefit is equal to the face amount of the Policy,  but cannot
exceed an amount  equal to $200,000  minus the sum of the  Insured's  Accidental
Death Benefit coverage in all companies.

    12 Year Level Term Rider
    ------------------------

    You may elect to  obtain a 12 Year  Level  Term  Insurance  rider  where the
Insured is age 18 to 58 for an amount equal to (1) the Policy face amount or (2)
two times the Policy face amount. The rider is convertible,  without evidence of
insurability,  to a new Policy or other permanent plan of insurance.  The amount
of the insurance under the new Policy may be any amount up to the face amount of
the rider.  The  conversion  may occur at any time  during the 12 years of rider
coverage, but not later than the Policy anniversary when the Insured reaches age
65.

    Waiver Of Premium
    -----------------

    You can choose to obtain a Waiver of Premium  rider where the Insured is age
15 to 55. Under the rider, the Company will waive all premiums falling due after
the date of  commencement  of the  disability  and for as long as the disability
continues.  Disability,  for this purpose,  means the Insured's total disability
(1) commencing before the Policy anniversary when the Insured reaches age 60 and
(2) continuing for six months.

    Payor Benefit
    -------------

    You can also choose to obtain a Payor Benefit rider where the Insured is age
0 to 14 and you are  age 18 to 55.  It  provides  insurance  on the  life of the
person who is responsible for paying the premiums. If you die or become disabled
before  reaching age 60 and before the Insured is age 21, the Company waives all
premiums that become due before the Insured's age 21.



                                       13
<PAGE>

OTHER PROVISIONS

    Age And Sex
    -----------

    If you have misstated the age or sex of the Insured,  the benefits available
under the Policy are those that the premiums  paid would have  purchased for the
correct age and sex.

    Assignment
    ----------

    You may  transfer  ownership of your Policy from  yourself to someone  else.
However,  the assignment is not binding on us, unless it is in writing and filed
with us at our Home  Office.  We assume no  responsibility  for the  validity or
sufficiency of any assignment.  Unless otherwise provided in the assignment, the
interest of any  revocable  beneficiary  is  subordinate  to the interest of any
assignee,  regardless of when you made the assignment. The assignee receives any
sum payable to the extent of his or her interest.

  Beneficiary
  -----------

    This is the person you  designate  in the Policy to receive  death  benefits
upon the death of the  Insured.  You may  change  this  designation,  during the
Insured's  lifetime,  by filing a written request with our Home Office in a form
acceptable to us.

    Cancellation Rights
    -------------------

    You have a  limited  right to cancel  and  return  the  Policy to us, or our
representative  through  whom you bought the  Policy.  You must submit a written
request for cancellation.  You may examine and return the Policy within ten days
after you  receive  the  Policy or notice of right of  withdrawal.  You may also
return the Policy within 45 days after  completion of Part I of the  application
for the Policy.  In either case,  you obtain a full refund of the premiums  that
you paid.

    Default And Options On Lapse
    ----------------------------

    A premium is in default if you do not pay it on or before its due date.  The
insurance  continues in force during the 31-day grace period (see "Grace Period"
below). However, if the Insured dies during the grace period, we deduct from the
death  benefit  the  portion of the  premium  applicable  to the period from the
premium due date to the end of the Policy month in which death occurs.

    We apply the  Policy's  cash value  minus any loan and  interest to purchase
continued  insurance,  if you do not surrender a Policy within 60 days after the
date of default.  You may choose either reduced  paid-up whole life insurance or
extended  term  insurance  for the continued  insurance.  Under the Policy,  you
automatically  have the extended term insurance if you make no choice.  However,
that option is available only in standard risk cases. If we rated the Policy for
extra  mortality  risks,  the paid-up  insurance is 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 is the amount
that the surrender value purchases on the date the option becomes effective. The
extended  term  insurance  option  provides  a fixed  and  level  amount of term
insurance equal to the death benefit (minus any indebtedness) as of the date the
option becomes effective. The insurance coverage under this option continues for
as long a period as the surrender value on such date purchases.

   
    For example,  use the Policy for a male issue age 25  illustrated on Page 26
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:
    



                                       14
<PAGE>

                                                    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

    You may surrender a Policy  continued under either option for its cash value
while the Insured is living. You may make a loan under the reduced paid-up whole
life insurance option, but not under the extended term insurance option.

    Exchange Privilege
    ------------------

    The  exchange  privilege  allows you to exchange  the Policy for a permanent
fixed life insurance  policy on the Insured's  life.  The exchange  privilege is
available:

    .   within the first 24 months after the issue  Policy's  date,  if you have
        duly paid all premiums, or

    .   if any Fund changes its investment adviser or makes a material change in
        its investment objectives or restrictions.

    You do not  need to  provide  evidence  of  insurability  to  exercise  this
privilege.  The new policy has a level face  amount  equal to the face amount of
the  Policy.  It also  has the  same  benefit  riders,  issue  dates,  and  risk
classification  for the Insured as the Policy does. We base premiums for the new
policy on the premium rates for the new policy that were in effect on the Policy
date.  You may elect  either a  continuous-premium  policy or a  limited-payment
policy for your exchanged policy.

    In some cases, we may adjust the cash on exchange. The adjustment equals the
Policy's  surrender  value minus the new  policy's  tabular  cash value.  If the
result is positive,  we pay that amount to you. If the result is  negative,  you
pay that amount to us. We will  determine the amount of a cash  adjustment as of
the date we receive the Policy and written request at our Home Office.

    If we do not issue a Policy for any reason, we refund to the applicant the
amount of the premium without interest.

    Grace Period
    ------------

    With the exception of the first premium,  we allow a Grace Period of 31 days
for  payment of each  premium  after it is due.  The Policy  continues  in force
during the Grace Period unless you surrender it.

    Incontestability
    ----------------

    Except for  nonpayment  of  premiums,  we do not contest the validity of the
Policy and its riders  after it has been in force  during  the  lifetime  of the
Insured for two years from the Date of Issue.

    Payment and Deferment
    ---------------------

    We will usually pay the death  benefit,  surrender  value,  or loan proceeds
within seven days after we receive all  documents  required  for such  payments.
However,  we may  delay  payment  if (1) a recent  payment  by check has not yet
cleared the bank, (2) we cannot  determine the amount because the New York Stock
Exchange is closed for trading, or (3) the Commission determines that a state of
emergency exists.



                                       15
<PAGE>

    Under a Policy continued as paid-up or extended term insurance, we may defer
the payment of the surrender value or loan proceeds for up to six months.  If we
postpone  the payment  more than 30 days,  we will pay interest at a rate of not
less than 3% per year on the Surrender  Value. We will pay the interest from the
date of surrender to the date we make payment.

    Payment of Dividends
    --------------------

    The  Policies do not  provide for  dividend  payments.  Therefore,  they are
"non-participating" in the earnings of First Investors Life.

    Policy Years and Anniversaries
    ------------------------------

    We  measure  Policy  years and  anniversaries  from the Date of Issue of the
Policy which will generally be the date on which we approve the application. The
Date of Issue may be backdated on your request to save age. However, the Date of
Issue cannot be earlier than either (1) the date you sign the application or (2)
a date 15 days before the date on which we approve the application.  Each Policy
year will commence on the anniversary of the Date of Issue.

    Reinstatement
    -------------

    You may  reinstate  a Policy that you did not  surrender  for its cash value
within five years from the date of default,  in accordance  with the Policy.  To
reinstate,  you must present evidence of insurability  acceptable to us, and you
must pay to us the greater of:

(1)     (a) all premiums from the date of default with  interest  to the date of
     reinstatement,  plus (b) any  Policy  debt  (plus  interest  to the date of
     reinstatement) in effect when you continued the Policy as paid up insurance
     or extended term insurance; or

(2)  110% of the increase in cash value resulting from reinstatement.

    To  reinstate,  you must also pay us any Policy  debt that  arose  after the
continuation  of the Policy as paid up insurance.  We calculate  interest on any
such debt at the rate of 6% per year compounded annually.

    Suicide
    -------

    If the Insured  commits  suicide  within two years from the Policy's date of
issue,  our liability  under the Policy is limited to all premiums paid less any
indebtedness.

    Valuation Of Assets
    -------------------

    We determine  the value of the assets of each  Subaccount as of the close of
business on each business day. We value shares of the underlying Fund at the net
asset value per share as determined  by the Fund.  The Fund  determines  the net
asset value of a Fund's share as described in Life Series Fund's Prospectus.

                         FEDERAL INCOME TAX INFORMATION

    We  base  this   discussion   on   current   federal   income  tax  law  and
interpretations.  It assumes that the  policyowner  is a natural person who is a
U.S.  citizen  and U.S.  resident.  The tax  effect  on a  corporate  taxpayers,
non-U.S.  citizens,  and  non-U.S.  residents  may be  different.  The  law  and
interpretations could change, possibly retroactively.  The discussion is general
in nature.  We do not intend it as tax  advice,  for which you should  consult a
qualified tax adviser.

   
    We believe  that the  Policy  qualifies  as a life  insurance  contract  for
federal  income tax  purposes  because the Policy meets the  definition  of life


                                       16
<PAGE>


insurance in Section  7702(a) of the Internal  Revenue Code of 1986,  as amended
(the  "Code") and the  investments  of the  Subaccounts  satisfy the  investment
diversification requirements of Section 817(h) of the Code. Consequently:
    

    .   the death benefit will not be subject to federal income tax;

    .   you will  generally  not be taxed on the growth of the cash value of the
        Policy,  if  any,  that  is  attributable  to  the  investments  in  the
        underlying   investment   portfolios  (this  is  known  as  the  "inside
        build-up"),  unless or until there is a full or partial surrender of the
        Policy; and

    .   transfers  among  the  investment  subaccounts  will not be  subject  to
        federal income tax, unless or until there is a full or partial surrender
        of the Policy.

    Qualification  as a life insurance  contract for Federal income tax purposes
depends, in part, upon the satisfaction by the Subaccounts of Separate Account B
of certain  investment  diversification  requirements  in Section  817(h) of the
Code. We expect that the Adviser will continue to manage the assets of the Funds
in a manner that complies with these diversification requirements. A Policy that
invests  in a Fund  that  fails to meet  diversification  requirements  will not
receive  tax  treatment  as a life  insurance  contract  for the  period of such
diversification failure, and any subsequent period.

    The Treasury Department has stated that it may issue guidelines that limit a
Policyowner's  control  of  investments  underlying  a variable  life  insurance
policy. If a Policy failed to meet those  guidelines,  you would be taxed on the
Policy's current income. The Treasury  Department has said informally that those
guidelines  may  limit the  number of  investment  funds  and the  frequency  of
transfers  among those funds.  The issuance of such guidelines may require us to
limit  your right to  control  the  investment.  The  guidelines  may apply only
prospectively,  although they could apply retroactively if they do not reflect a
new Treasury Department position.

    We do not believe that any Policy will be a "modified endowment contract" at
issuance,  within the meaning of Section 7702A of the Code. A modified endowment
contract is a life insurance  policy under which the total premiums paid, at any
time during the first seven years of the policy,  exceed the premiums that would
have been paid by that time under a similar  fixed-benefit life insurance policy
designed to provide for paid-up future benefits after the payment of seven equal
annual premiums. This is called the "seven-pay" test.

    Whenever  there  is a  "material  change"  under a  Policy,  the  Policy  is
generally  subject  to a new  seven-pay  test  during  the next  seven  years to
determine  whether it is a modified  endowment  contract.  A material change for
these purposes could occur because of a change in death benefit,  and because of
certain other changes.

    If your  Policy's  benefits  are  reduced  during its first  seven years (or
within seven years after issuance or a material change), we will redetermine the
seven-pay  test based on the reduced level of benefits and apply the new test to
all prior  premium  payments.  Such a  reduction  in  benefits  could  include a
decrease in face amount,  a partial  surrender,  or a termination  of additional
benefits under a rider. If the premiums that you previously paid are at any time
greater than the recalculated  limit under the seven-pay test, we will treat the
Policy as a modified endowment contract from that time forward.

    A Policy that you receive in exchange for a modified endowment contract will
also be a modified endowment contract.

    Any distribution from a Policy that is a modified endowment contract will be
taxed on an "income-first" basis. A distribution,  for this purpose,  includes a
loan or surrender.  "Income first" means that the  distribution  is taxed to the
extent that your cash value exceeds your basis in the Policy (premiums paid less
previous distributions that were not taxable).  Premiums paid, for this purpose,
include loans that have been taxable as income because of the Policy's  modified


                                       17
<PAGE>


endowment  contract  status.  An additional  10% tax will also be imposed on any
amount so taxed, subject to certain exceptions for distributions:

    .   before you reach age 59-1/2,

    .   in case of disability as defined in the Code, or

    .   received as part of a series of  substantially  equal periodic  payments
        for the life (or life expectancy) of the taxpayer or the joint lives (or
        joint life expectancies) of the taxpayer and his or her beneficiary.

    All modified  endowment  contracts that we (or our affiliates)  issue to you
during any  calendar  year  generally  will be  treated as one Policy  under the
modified  endowment  contract rules.  You should consult your tax adviser 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,  Policy  loans  will be
treated  as  indebtedness,  and no part of such loans will be subject to current
federal income tax. In addition,  the interest on such loans  generally will not
be  deductible.  If you surrender your Policy while a loan is  outstanding,  the
amount of the loan will be treated as a partial  surrender.  You should be aware
that if the cash value of your Policy falls below the aggregate  amount of loans
outstanding,  as the result of the  fluctuation  in the value of the  underlying
portfolios or  otherwise,  the entire Policy may  terminate.  In that case,  all
loans will be taxable to the extent they exceed premiums paid.

    If you make a  partial  surrender  after  the  first 15  Policy  years,  the
distribution will not be subject to federal income tax except to the extent that
it exceeds your basis in the Policy.  During the first 15 Policy years, however,
the proceeds from a partial  withdrawal  could be subject to federal income tax,
under a complex formula, to the extent that your cash value exceeds your basis.

    Upon surrender of a Policy,  taxation of the Surrender  Value depends on the
Payment Option that you have  selected.  If payment is in one sum, you are taxed
on the  income in the  Policy at the time  payment  is made.  If  payment  is in
installments, you may be taxed:

    .   on all or a portion of each  installment  until the income in the Policy
        has been paid,

    .   only after all your basis in the Policy has been paid, or

    .   on a portion of each payment.

    You should consult your tax adviser if you have questions about the taxation
of a Policy surrender.

    Under the Code,  we must  generally  withhold  income  tax from the  taxable
portion of the distribution  that we pay upon surrender of a Policy. We will not
withhold,  if you so request in  writing,  before the payment  date.  Failure to
withhold or withholding of an  insufficient  amount may subject you to taxation.
In addition,  insufficient  withholding and insufficient  estimated tax payments
may subject you to penalties.

    The Life  Series  Fund  sells its shares to more than one  separate  account
funding  variable  annuity  contracts  or  variable  life  insurance   policies.
Consequently,  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.  Such a result  might cause us to
take remedial action.

    We are taxed as a "life insurance  company" under  Subchapter L of the Code.
Under the  applicable  provisions  of the Code,  we include  our  variable  life
insurance operations in our Federal income tax return. Currently, we do not make


                                       18
<PAGE>


any charge against the Subaccount(s)  for our Federal income taxes  attributable
to the Subaccount(s).  However, we may make such charges in the future. Any such
charges against a Subaccount would reduce its Net Investment Return.

    Under  current  laws,  we may incur  state and local  taxes (in  addition to
premium taxes) in several states. At present, these taxes are not significant.

    If we make any tax charges in the future,  we will accumulate them daily and
transfer them from the Subaccount(s) to our General Account.  We will retain any
investment earnings on tax charges accumulated in the Subaccount(s).


                           OUR OFFICERS AND DIRECTORS

NAME              OFFICE          PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ----              ------          ----------------------------------------

Dori Allen        Associate       Associate Counsel,  First Investors Life since
                  Counsel         May 1998; Staff Attorney since February  1997;
                  and Staff       Supervisor,   Toxic   Tort   Unit,      Claims
                  Attorney        Administration  Corporation,  New York,  prior
                                  thereto.

Jay G. Baris      Director        Partner,   Kramer,  Levin, Naftalis & Frankel,
                                  LLP,   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.        First Vice      First Vice President and Chief Actuary,  First
Drinkwater        President       Investors Life.
                  and Chief
                  Actuary

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

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

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.

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



                                       19
<PAGE>

                           OUR OFFICERS AND DIRECTORS

NAME              OFFICE          PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ----              ------          ----------------------------------------

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

Scott Hodes       Director        Partner,  Ross  &  Hardies, Chicago, Illinois,
                                  Attorneys.

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

William M.        Vice            Chief  Financial  Officer, FIC since  December
Lipkus            President       1997,  FICC  since June 1997; Vice  President,
                  and Chief       First Investors  Life  since May  1996;  Chief
                  Financial       Financial   Officer   since  May  1998;  Chief
                  Officer         Accounting Officer since June 1992.

Jackson Ream      Director        Retired  since  January  1999;    Senior  Vice
                                  President,  NationsBank,  NA ,  Dallas,  Texas
                                  prior hereto.

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

Martin A. Smith   Vice            Vice President,  First  Investors  Life  since
                  President       February  1998;  Vice  President,  The  United
                                  States Life Insurance Company, New York, prior
                                  thereto.

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

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

    Gulf Insurance  Company has issued a fidelity bond for  $5,000,000  covering
our officers and  employees.  Great  American  Insurance  Companies has issued a
directors and officers  liability  policy for $3,000,000  covering our directors
and officers.

    In addition to Separate Account B, First Investors Life also maintains First
Investors Life Variable  Annuity Fund A, First  Investors Life Variable  Annuity
Fund C and First  Investors  Life  Variable  Annuity  Fund D. We offer  variable
annuity  contracts  supported  by  Variable  Annuity  Fund  A  through  its  own
prospectus and by Variable Annuity Funds C and D through a combined prospectus.

                              OTHER INFORMATION

VOTING RIGHTS

    Because  the Life Series  Fund is not  required  to have annual  shareholder
meetings,  policyowners  generally  will not have an occasion to vote on matters
that pertain to the Life Series Fund. In certain circumstances,  the Fund may be
required to hold a shareholders  meeting or may choose to hold one  voluntarily.
For  example,  a Fund  may  not  change  fundamental  investment  objectives  or
investment  policies  without  the  approval  of a majority  vote of that Fund's


                                       20
<PAGE>


shareholders in accordance with the 1940 Act. Thus, if the Fund sought to change
a  fundamental  investment  objective  or  policy,  policyowners  would  have an
opportunity  to  provide  voting  instructions  for  shares  of a Fund held by a
Subaccount in which their Policy invests.

    We will vote the shares of any Fund held in a  corresponding  Subaccount  or
directly, at any Fund shareholders meeting as follows:

    .   shares   attributable  to  Policyowners   for  which  we  have  received
        instructions, in accordance with the instructions;

    .   shares  attributable  to  Policyowners  for  which we have not  received
        instructions,  in the same  proportion  that we voted shares held in the
        Subaccount for which we received instructions; and

    .   shares not attributable to Policyowners,  in the same proportion that we
        have voted shares held in the Subaccount  attributable  to  Policyowners
        for which we have received instructions.

    We will vote Fund shares that we hold directly in the same  proportion  that
we vote shares held in any  corresponding  Subaccounts  that are attributable to
Policyowners and for which we receive  instructions.  However,  we will vote our
own  shares  as we  deem  appropriate  where  there  are no  shares  held in any
Subaccount.  We will  present all the shares of any Fund that we hold  through a
Subaccount  or  directly  at any  Fund  shareholders  meeting  for  purposes  of
determining a quorum.

    We will  determine  the  number  of  Fund  shares  held  in a  corresponding
Subaccount that is attributable to each Policyowner by dividing the value of the
Subaccount  by the net asset  value of one Fund  share.  We will  determine  the
number of votes that a  Policyowner  has the right to cast as of the record date
established by Life Series Fund.

    We will solicit instructions by written communication before the date of the
meeting at which votes will be cast.  We will send  meeting and other  materials
relating  to the  Fund  to  each  Policyowner  having  a  voting  interest  in a
Subaccount.

    The voting  rights  that we describe in this  Prospectus  are created  under
applicable  laws. If the laws 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,  we reserve the right to proceed in
accordance  with any such changed laws or regulations.  We specifically  reserve
the right to vote shares of any Fund in our own right,  to the extent  permitted
by law.

RESERVATION OF RIGHTS

    We also reserve the following rights,  subject to compliance with applicable
law, including any required approval of Policyowners:

    .   to  invest  the  assets  of  Separate  Account  B in the  shares  of any
        investment company or series thereof or any investment permitted by law;

    .   to transfer assets from Separate Account B to another separate  account,
        with appropriate adjustments to avoid odd lots and fractions;

    .   to operate Separate  Account B as a "management  company" under the 1940
        Act, or in any other form  permitted by law (we or our  affiliate  would
        serve as investment adviser);

    .   to deregister Separate Account B under the 1940 Act; and

    .   to  operate  Separate  Account  B under  the  general  supervision  of a
        committee  any or all of whose  members  may be  interested  persons (as
        defined in the 1940 Act) of First Investors Life or an affiliate,  or to
        discharge the committee.



                                       21
<PAGE>

DISTRIBUTION OF POLICIES

   
    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 to sell the policies through FIC's agents. For the fiscal years ended
December 31, 1996,  1997, and 1998, FIC received fees of $5,207,230,  $4,487,918
and $5,121,393, 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.  Insurance agents licensed
to sell variable  life  insurance  policies sell the Policies.  These agents are
registered  representatives of the Underwriter or of the broker-dealers who have
sales  agreements  with the  Underwriter.  We pay these agents a  commission  of
28.55% of the first year  premium  payment  and 1% of the premium  payments  for
years 2 through 12.
    

    We offer the Policies for sale in Alabama,  Arizona,  Arkansas,  California,
Colorado,  Connecticut,  Delaware, District of Columbia, 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,  South
Carolina, Tennessee, Texas, Utah, Virginia, Washington, West Virginia, Wisconsin
and Wyoming.

CUSTODIAN

    Subject to  applicable  laws and  regulations,  we are the  custodian of the
securities of the Subaccounts.  We maintain the records and accounts of Separate
Account B.

REPORTS

    At least once each Policy year, we mail a report to the  Policyowner  within
31 days after the  Policy  anniversary.  We mail the report to the last  address
known to us. The report shows (1) the death benefit, (2) the cash value, (3) the
policy debt on the anniversary and (4) any loan interest for the prior year. The
report also shows your allocation among the Subaccounts on that anniversary.  We
will not send a report if the Policy is continued as reduced paid-up or extended
term insurance.

STATE REGULATION

    We are  subject  to the laws of the  State of New York  governing  insurance
companies and to regulations of the New York State Insurance Department. We file
an annual  statement in a prescribed  form with the Department of Insurance each
year covering our operations for the preceding year and our financial  condition
as of the end of such year.

    Our books and accounts are subject to review by the Insurance  Department at
any  time.  The  Department  conducts  a  full  examination  of  our  operations
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, we are subject
to regulation  under the insurance laws of other  jurisdictions  in which we may
operate.

EXPERTS

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



                                       22
<PAGE>

RELEVANCE OF FINANCIAL STATEMENTS

    You  should  consider  our  financial  statements,   which  appear  in  this
Prospectus,  only  as  bearing  on  our  ability  to  meet  our  obligations  to
Policyowners  under  the  Policies.   You  should  not  consider  our  financial
statements as bearing on the investment  performance of the Subaccount(s).  Only
the  investment  results of the  Subaccount(s)  affect the values of Policyowner
interests under the Policies.

YEAR 2000

    On and after January 1, 2000,  computer  date-related errors could adversely
affect Separate Account B, as they could other separate  accounts.  These errors
could occur in the computer  and other  information  processing  systems used by
First Investors Life, the underlying  Funds, the Adviser,  Subadviser,  Transfer
Agent and other  service  providers.  Typically,  these  systems use a two-digit
number to represent the year for any date. Consequently,  computer systems could
incorrectly  identify "00" as 1900,  rather than 2000, and make related mistakes
when  performing  operations.  First  Investors  Life,  the Funds,  the Adviser,
Subadviser, and Transfer Agent are taking steps that they believe are reasonable
to address the Year 2000 problem for  computer  and other  systems used by them.
They are also obtaining assurances from other service providers that the service
providers are taking comparable steps.  However,  there can be no assurance that
these  steps  will  avoid any  adverse  impact on  Separate  Account  B. Nor can
Separate Account B estimate the extent of any adverse impact.

                       ILLUSTRATIONS OF DEATH BENEFITS,
                     CASH VALUES AND ACCUMULATED PREMIUMS

   
    The tables on Pages 25 to 30 illustrate  the way the Policy  operates.  They
show how the death  benefit and the cash value may vary over an extended  period
of years.  The tables are based on assumed annual premiums of $600 for a 10 year
old male,  $1,200 for a 25 year old male, and $1,800 for a 40 year old male. The
tables  assume that  premiums are paid in one lump sum promptly at the beginning
of each year.  The tables assume a standard risk  classification.  There are two
sets of  illustrations  for each age. The first set of tables  assumes that each
Subaccount  will  experience  hypothetical  rates of  investment  return  (I.E.,
investment  income  and  capital  gains  and  losses,  realized  or  unrealized)
equivalent to constant  hypothetical  gross annual investment  returns of 0%, 4%
and 8%. The second set of tables  assumes  constant  hypothetical  gross  annual
investment returns of 0%, 6% and 12%.

The death  benefit and cash value for the Policy would be  different  from those
shown:

    .   if you spread the payment of premiums over the year, or

    .   if the gross annual rates of return applicable to the Policy average 0%,
        4%, 6%, 8% and 12% over a period of years,  but  nevertheless  fluctuate
        above or below that average for individual Policy years.

The cash  values  and  death  benefits  shown in the  illustrations  assume  the
deduction  of all fees and  charges.  When we take  all  fees and  charges  into
account, the hypothetical gross annual investment returns of 0%, 4%, 6%, 8%, and
12%  correspond  to Actual Rates of Return of  approximately  -1.445%,  2.4975%,
4.4687%, 6.4399%, and 10.3823%, respectively.

For purposes of the illustration, we have assumed:

    .   a daily charge to the  Subaccount(s)  for  mortality  and expense  risks
        equivalent to an annual charge of 0.50% at the beginning of each year,

    .   a premium tax of 2.00% on each premium payment,

    .   an  investment  advisory fee of 0.75% of each Fund's  average  daily net
        assets, and



                                       23
<PAGE>

    .   other expenses of 0.20% of each Fund's average daily net assets.

    The assumed  other  expenses of 0.20% exceed the average of the actual other
expenses of all of the Funds combined.  Certain of the Funds had actual expenses
greater than 0.20%. As of December 31, 1998,  International  Securities Fund had
other expenses of 0.40%. Absent reimbursement of a portion of the other expenses
by the Adviser,  Cash  Management  Fund would have had other  expenses of 0.24%.
There is no assurance that the Adviser will continue to reimburse other expenses
for Cash  Management  Fund,  or any other  Fund,  in the future.  Without  these
reimbursements, the corresponding Actual Rates of Return would be lower.
    

    The  tables  also  reflect   that  we  currently   make  no  charge  to  the
Subaccount(s) for our corporate Federal income taxes.  However, we may make such
charges in the future. If we do, a Policy would need higher  hypothetical  gross
annual investment returns greater than 0%, 4%, 6%, 8% and 12% to produce,  on an
after tax basis, the results shown.

    We have included a column  captioned  "Total  Premiums Paid Plus Interest at
5%" in each table to show you the amount  that  would  accumulate  if the annual
premium (gross amount) that you allocated to the  Subaccounts  earned  interest,
after taxes, at 5% compounded annually.

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

    We will furnish, upon request, a comparable  illustration using the proposed
Insured's  age and the face  amount or  premium  amount  that you  request.  The
illustration  will assume that you pay  premiums on an annual basis and that the
proposed  Insured is a standard risk. In addition,  we will include a comparable
illustration,  reflecting  the  Insured's  risk  classification  if  other  than
standard, at the delivery of the Policy, if you make a purchase.



                                       24
<PAGE>
<TABLE>
<CAPTION>

   
                                                 MALE ISSUE AGE 10
                                        $600 ANNUAL PREMIUM FOR STANDARD RISK
                                 $39,638 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
    
   
                                    TOTAL                        DEATH BENEFIT                               CASH VALUES
END OF                            PREMIUMS                 ASSUMING HYPOTHETICAL GROSS               ASSUMING HYPOTHETICAL GROSS
POLICY           PREMIUM          PAID PLUS                 ANNUAL RATE OF RETURN OF                   ANNUAL RATE OF 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>


   
The  hypothetical  gross  annual rates of return shown in the  illustration  and
elsewhere in the prospectus are illustrative only and are not representations of
past or future rates of return.  The cash values and death benefits shown in the
illustration  assume the  deduction  of all fees and  charges and that no Policy
Loans have been  taken.  Actual  rates may be higher or lower than  hypothetical
rates  and  will  depend  on a  number  of  factors,  including  the  investment
allocations made by a policy owner, the frequency of premium payments chosen and
the investment  experience of the Policy's  Subaccounts.  The death benefits and
cash  values  would be  different  from those shown if the average of the actual
gross annual rates of return over a period of years equaled those shown, but the
rates varied from year to year.  They would also be different if any Policy Loan
were  made  during  the  period.  No  representations  can be  made  that  those
hypothetical  rates of return can be achieved for any one year or sustained over
any period of time.
    




                                       25
<PAGE>
<TABLE>
<CAPTION>

   
                                                MALE ISSUE AGE 25
                                      $1,200 ANNUAL PREMIUM FOR STANDARD RISK
                                 $51,908 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
    

   
                                    TOTAL                      DEATH BENEFIT                                CASH VALUES
END OF                             PREMIUMS              ASSUMING HYPOTHETICAL GROSS                 ASSUMING HYPOTHETICAL GROSS
POLICY           PREMIUM           PAID PLUS                ANNUAL RATE OF RETURN OF                    ANNUAL RATE OF 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>



   
The  hypothetical  gross  annual rates of return shown in the  illustration  and
elsewhere in the prospectus are illustrative only and are not representations of
past or future rates of return.  The cash values and death benefits shown in the
illustration  assume the  deduction  of all fees and  charges and that no Policy
Loans have been  taken.  Actual  rates may be higher or lower than  hypothetical
rates  and  will  depend  on a  number  of  factors,  including  the  investment
allocations made by a policy owner, the frequency of premium payments chosen and
the investment  experience of the Policy's  Subaccounts.  The death benefits and
cash  values  would be  different  from those shown if the average of the actual
gross annual rates of return over a period of years equaled those shown, but the
rates varied from year to year.  They would also be different if any Policy Loan
were  made  during  the  period.  No  representations  can be  made  that  those
hypothetical  rates of return can be achieved for any one year or sustained over
any period of time.
    


                                       26
<PAGE>

<TABLE>
<CAPTION>


   
                                                  MALE ISSUE AGE 40
                                      $1,800 ANNUAL PREMIUM FOR STANDARD RISK
                                 $47,954 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
    


   
                                     TOTAL                        DEATH BENEFIT                              CASH VALUES
END OF                             PREMIUMS                 ASSUMING HYPOTHETICAL GROSS              ASSUMING HYPOTHETICAL GROSS
POLICY         PREMIUM             PAID PLUS                  ANNUAL RATE OF RETURN OF                  ANNUAL RATE OF 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>

   
The  hypothetical  gross annual rates of return  shown in the  illustration  and
elsewhere in the prospectus are illustrative only and are not representations of
past or future rates of return.  The cash values and death benefits shown in the
illustration  assume the  deduction  of all fees and  charges and that no Policy
Loans have been  taken.  Actual  rates may be higher or lower than  hypothetical
rates  and  will  depend  on a  number  of  factors,  including  the  investment
allocations made by a policy owner, the frequency of premium payments chosen and
the investment  experience of the Policy's  Subaccounts.  The death benefits and
cash  values  would be  different  from those shown if the average of the actual
gross annual rates of return over a period of years equaled those shown, but the
rates varied from year to year.  They would also be different if any Policy Loan
were  made  during  the  period.  No  representations  can be  made  that  those
hypothetical  rates of return can be achieved for any one year or sustained over
any period of time.
    


                                       27
<PAGE>

<TABLE>
<CAPTION>


   
                                                  MALE ISSUE AGE 10
                                       $600 ANNUAL PREMIUM FOR STANDARD RISK
                                 $39,638 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
    

   
                                    TOTAL                        DEATH BENEFIT                               CASH VALUES
END OF                            PREMIUMS                ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
POLICY          PREMIUM           PAID PLUS                 ANNUAL RATES OF RETURN OF                  ANNUAL RATES OF 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>

   
The  hypothetical  gross annual rates of return  shown in the  illustration  and
elsewhere in the prospectus are illustrative only and are not representations of
past or future rates of return.  The cash values and death benefits shown in the
illustration  assume the  deduction  of all fees and  charges and that no Policy
Loans have been  taken.  Actual  rates may be higher or lower than  hypothetical
rates  and  will  depend  on a  number  of  factors,  including  the  investment
allocations made by a policy owner, the frequency of premium payments chosen and
the investment  experience of the Policy's  Subaccounts.  The death benefits and
cash  values  would be  different  from those shown if the average of the actual
gross annual rates of return over a period of years equaled those shown, but the
rates varied from year to year.  They would also be different if any Policy Loan
were  made  during  the  period.  No  representations  can be  made  that  those
hypothetical  rates of return can be achieved for any one year or sustained over
any period of time.
    


                                       28
<PAGE>

<TABLE>
<CAPTION>

   
                                                MALE ISSUE AGE 25
                                      $1,200 ANNUAL PREMIUM FOR STANDARD RISK
                                 $51,908 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
    

   
                                      TOTAL                      DEATH BENEFIT                               CASH VALUES
END OF                              PREMIUMS              ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
POLICY           PREMIUM            PAID PLUS               ANNUAL RATES OF RETURN OF                  ANNUAL RATES OF 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>

   
The  hypothetical  gross  annual rates of return shown in the  illustration  and
elsewhere in the prospectus are illustrative only and are not representations of
past or future rates of return.  The cash values and death benefits shown in the
illustration  assume the  deduction  of all fees and  charges and that no Policy
Loans have been  taken.  Actual  rates may be higher or lower than  hypothetical
rates  and  will  depend  on a  number  of  factors,  including  the  investment
allocations made by a policy owner, the frequency of premium payments chosen and
the investment  experience of the Policy's  Subaccounts.  The death benefits and
cash  values  would be  different  from those shown if the average of the actual
gross annual rates of return over a period of years equaled those shown, but the
rates varied from year to year.  They would also be different if any Policy Loan
were  made  during  the  period.  No  representations  can be  made  that  those
hypothetical  rates of return can be achieved for any one year or sustained over
any period of time.
    


                                       29
<PAGE>

<TABLE>
<CAPTION>

   
                                                 MALE ISSUE AGE 40
                                      $1,800 ANNUAL PREMIUM FOR STANDARD RISK
                                 $47,954 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
    

   
                                    TOTAL                        DEATH BENEFIT                               CASH VALUES
END OF                            PREMIUMS                ASSUMING HYPOTHETICAL GROSS                ASSUMING HYPOTHETICAL GROSS
POLICY          PREMIUM           PAID PLUS                 ANNUAL RATES OF RETURN OF                  ANNUAL RATES OF 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>
 
   
The  hypothetical  gross annual rates of return  shown in the  illustration  and
elsewhere in the prospectus are illustrative only and are not representations of
past or future rates of return.  The cash values and death benefits shown in the
illustration  assume the  deduction  of all fees and  charges and that no Policy
Loans have been  taken.  Actual  rates may be higher or lower than  hypothetical
rates  and  will  depend  on a  number  of  factors,  including  the  investment
allocations made by a policy owner, the frequency of premium payments chosen and
the investment  experience of the Policy's  Subaccounts.  The death benefits and
cash  values  would be  different  from those shown if the average of the actual
gross annual rates of return over a period of years equaled those shown, but the
rates varied from year to year.  They would also be different if any Policy Loan
were  made  during  the  period.  No  representations  can be  made  that  those
hypothetical  rates of return can be achieved for any one year or sustained over
any period of time.
    


                                       30
<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, 1998 and 1997, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1998.  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,  1998 and 1997,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.




                                        TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 17, 1999

<PAGE>

<TABLE>
<CAPTION>

                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                  BALANCE SHEET



                                     ASSETS
                                                                       December 31, 1998         December 31, 1997
                                                                       -----------------         -----------------
<S>                                                                     <C>                       <C>
Investments (note 2):
  Available-for-sale securities.......................................    $131,031,939             $125,380,627
  Held-to-maturity securities.........................................       5,491,598                5,529,687
  Short term investments..............................................       3,982,209                3,083,769
  Policy loans........................................................      24,961,708               21,527,810
                                                                        --------------             ------------

     Total investments................................................     165,467,454              155,521,893

Cash .................................................................         113,094                1,145,215
Premiums and other receivables, net of allowances of
  $30,000 in 1998 and 1997............................................       6,297,635                4,749,099
Accrued investment income.............................................       3,473,067                3,180,924
Deferred policy acquisition costs (note 6)............................      20,873,233               18,446,716
Deferred Federal income taxes (note 7)     ...........................         473,000                1,039,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $1,110,857 in 1998 and $1,036,604 in 1997...........         102,448                   97,379
Other assets..........................................................          82,822                  120,044
Separate account assets...............................................     821,105,059              642,453,414
                                                                        --------------             ------------

     Total assets.....................................................  $1,017,987,812             $826,753,684
                                                                        ==============             ============


                                      LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policyholder account balances (note 6)................................    $118,786,854             $115,281,318
Claims and other contract liabilities.................................      13,934,636               12,548,096
Accounts payable and accrued liabilities..............................       3,796,503                4,426,355
Separate account liabilities..........................................     821,105,059              642,453,314
                                                                       ---------------             ------------

     Total liabilities................................................     957,623,052              774,709,083
                                                                       ---------------             ------------

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
Accumulated other comprehensive income (note 2).......................       2,193,000                1,608,000
Retained earnings ....................................................      49,137,417               41,402,258
                                                                       ---------------             ------------

     Total stockholder's equity.......................................      60,364,760               52,044,601
                                                                       ---------------             ------------

     Total liabilities and stockholder's equity.......................  $1,017,987,812             $826,753,684
                                                                       ===============             ============
</TABLE>
See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>

                                        FIRST INVESTORS LIFE INSURANCE COMPANY
                                              STATEMENT OF INCOME

                                                             Year Ended          Year Ended         Year Ended
                                                          December 31, 1998   December 31,1997    December 31,1996
                                                          -----------------   ----------------    ----------------
<S>                                                           <C>                <C>                <C>
REVENUES
  Policyholder fees...................................        $25,393,372         $24,826,454       $22,955,165
Premiums..............................................          6,091,731           6,279,137         6,725,329
  Investment income (note 2)..........................         10,501,572          10,259,601         9,771,389
  Realized gain (loss) on investments.................            914,891             158,874          (221,025)
  Other income........................................            893,181             702,644           704,678
                                                              -----------        ------------       -----------

     Total income.....................................         43,794,747          42,226,710        39,935,536
                                                              -----------        ------------       -----------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......         13,803,921          14,370,510        12,912,810
  Dividends to policyholders..........................          1,749,579           1,033,663           964,913
  Amortization of deferred acquisition costs (note 6).          1,005,483             663,200         1,454,408
  Commissions and general expenses....................         15,553,605          15,445,888        16,287,498
                                                              -----------        ------------       -----------

     Total benefits and expenses......................         32,112,588          31,513,261        31,619,629
                                                              -----------        ------------       -----------

Income before Federal income tax .....................         11,682,159          10,713,449         8,315,907

Federal income tax (note 7):
  Current.............................................          3,682,000           4,285,000         3,099,000
  Deferred............................................            265,000            (603,000)         (286,000)
                                                              -----------        ------------       -----------

                                                                3,947,000           3,682,000         2,813,000
                                                              -----------        ------------       -----------


Net Income............................................        $ 7,735,159        $  7,031,449       $ 5,502,907
                                                              ===========        ============       ===========

Income per share, based on 534,350 shares outstanding
                                                                   $14.48              $13.16            $10.30
                                                              ===========        ============       ===========
</TABLE>
See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>

                                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                       STATEMENT OF STOCKHOLDER'S EQUITY

                                                           Year Ended           Year Ended         Year Ended
                                                       December 31,1998      December 31,1997   December 31, 1996
                                                       ----------------      ----------------   -----------------
<S>                                                       <C>                  <C>                 <C>
Balance at beginning of year.............................  $52,044,601          $ 44,049,152        $ 39,780,245
                                                          ------------          ------------        ------------
Net income...............................................    7,735,159             7,031,449           5,502,907
Other comprehensive income
  Increase (decrease) in unrealized holding gains on
  available-for-sale securities..........................      585,000               964,000          (1,234,000)
                                                          ------------         -------------        ------------
Comprehensive income.....................................    8,320,159             7,995,449           4,268,907
                                                          ------------         -------------        ------------

Balance at end of year................................... $ 60,364,760          $ 52,044,601        $ 44,049,152
                                                          ============          ============        ============
</TABLE>

<TABLE>
<CAPTION>

                                            STATEMENT OF CASH FLOWS

                                                           Year Ended          Year Ended          Year Ended
                                                        December 31, 1998   December 31, 1997   December 31,1996
                                                        -----------------   -----------------   ----------------
<S>                                                       <C>                  <C>                <C>
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received.......................... $ 25,010,611         $ 24,587,113       $  22,925,131
     Premiums received...................................    5,433,211            6,088,582           6,413,009
     Amounts received on policyholder accounts...........  132,528,386          125,818,334         105,489,481
     Investment income received..........................   10,630,564           10,263,095           9,964,169
     Other receipts......................................       91,864               57,287              55,779
     Benefits and contract liabilities paid.............. (142,124,914)        (138,420,373)       (117,321,389)
     Commissions and general expenses paid...............  (24,138,476)         (20,899,476)        (20,857,687)
                                                          ------------         ------------        -------------

     Net cash provided by operating activities...........    7,431 246            7,494,562           6,668,493
                                                          ------------         ------------        ------------

  Cash flows from investing activities:
     Proceeds from sale of investment securities.........   42,655,632           38,900,851          39,062,702
     Purchase of investment securities...................  (47,605,879)         (44,021,791)        (44,134,604)
     Purchase of furniture, equipment and other assets...      (79,322)             (62,170)            (34,485)
     Net increase in policy loans........................   (3,433,898)          (2,662,162)         (1,848,956)
     Investment in Separate Account .....................          100              593,945                (200)
                                                          ------------         ------------        ------------

     Net cash used for investing activities..............   (8,463,367)          (7,251,327)         (6,955,543)
                                                          ------------         ------------        ------------

     Net increase (decrease) in cash.....................   (1,032,121)             243,235            (287,050)

Cash
  Beginning of year .....................................    1,145,215              901,980           1,189,030
                                                          ------------         -------------       ------------
  End of year ........................................... $    113,094         $  1,145,215        $    901,980
                                                          ============         ============        ============
</TABLE>

The  Company  received  a refund of  Federal  income  tax of $79,000 in 1997 and
$102,000 in 1996 and paid Federal  income tax of $4,400,000 in 1998,  $4,358,000
in 1997 and $3,243,000 in 1996.

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>

                                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                            STATEMENT OF CASH FLOWS


                                                           Year ended          Year Ended          Year Ended
                                                        December 31, 1998   December 31, 1997   December 31, 1996
                                                        -----------------   -----------------   -----------------
<S>                                                          <C>               <C>                 <C>
Reconciliation of net income to net cash
provided by operating activities:

         Net income........................................  $ 7,735,159       $ 7,031,449         $ 5,502,907

         Adjustments to reconcile net income to net cash
              provided by operating activities:
            Depreciation and amortization..................       82,342           117,804             130,924
            Amortization of deferred policy acquisition costs  1,005,483           663,200           1,454,408
            Realized investment (gains) losses.............     (914,891)         (158,874)            221,025
            Amortization of premiums and discounts on
              investments..................................      421,135           280,852             262,785
            Deferred Federal income taxes..................      265,000          (603,000)           (286,000)
            Other items not requiring cash - net...........         (660)            9,771               6,794

         (Increase) decrease in:
            Premiums and other receivables, net............   (1,548,536)         (750,889)            336,385
            Accrued investment income......................     (292,143)         (277,358)            (70,005)
            Deferred policy acquisition costs, exclusive
              of amortization..............................   (3,613,000)       (1,866,787)         (1,275,323)
            Other assets...................................       29,133             9,323             (18,574)

         Increase (decrease) in:
            Policyholder account balances..................    3,505,536         1,985,844             (78,699)
            Claims and other contract liabilities..........    1,386,540           357,815             901,173
            Accounts payable and accrued liabilities.......     (629,852)          695,412            (419,307)
                                                             ------------      -----------         -----------

                                                             $ 7,431,246       $ 7,494,562         $ 6,668,493
                                                             ===========       ===========         ===========
</TABLE>
See accompanying notes to financial statements.

<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  over
three to seven years.

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

         HELD-TO-MATURITY SECURITIES
             Debt  securities  in which the Company has the positive  intent and
             ability to hold to maturity are recorded at amortized cost.

         AVAILABLE-FOR-SALE SECURITIES
             Debt  securities not classified as held to maturity  securities and
             equity  securities are recorded at fair value with unrealized gains
             and losses  excluded  from  earnings and  reported as  "accumulated
             other comprehensive income" in stockholder's equity.

         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 31,1998    December 31, 1997    December 31,1996
                                            ----------------    -----------------    ----------------
<S>                                          <C>                <C>                   <C>
Interest on fixed maturities...............  $ 9,276,036         $ 9,029,979          $ 8,559,429
Interest on short term investments.........      226,544             307,656              410,930
Interest on policy loans...................    1,465,497           1,268,834            1,151,681
Dividends on equity securities.............           --                  --               43,756
                                             -----------        ------------          -----------

     Total investment income...............   10,968,077          10,606,469           10,165,796
     Investment expense....................      466,505             346,868              394,407
                                             -----------        ------------          -----------

Net investment income......................  $10,501,572        $ 10,259,601          $ 9,771,389
                                             ===========        ============          ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                     FIRST INVESTORS LIFE INSURANCE COMPANY

                                   NOTES TO FINANCIAL STATEMENTS (Continued)

The amortized cost and estimated  market values of investments at December 31, 1998 and 1997 are as follows:

                                                                     Gross              Gross          Estimated
                                                  Amortized        Unrealized         Unrealized        Market
                                                    Cost             Gains              Losses           Value
                                                  --------------------------------------------------------------
<S>                                             <C>             <C>               <C>           <C>
Available-For-Sale Securities
December 31, 1998
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies...............................  $ 28,353,391     $  1,703,441  $           912      $ 30,055,920
  Debt Securities issued by
   States of the U.S..........................    13,964,587          261,109            8,696        14,217,000
  Corporate Debt Securities...................    77,938,088        2,148,113          378,682        79,707,519
  Other Debt Securities ......................     6,676,873          374,627               --         7,051,500
                                                ------------     ------------     ------------      ------------
                                                $126,932,939     $  4,487,290     $    388,290      $131,031,939
                                                ============     ============     ============      ============


December 31,1997
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies...............................  $ 39,532,729     $    975,819      $        --      $ 40,508,548
  Debt Securities issued by
   States of the U.S..........................     7,309,135           92,015               --         7,401,150
  Corporate Debt Securities...................    67,900,325        1,739,318           75,913        69,563,730
  Other Debt Securities.......................     7,606,438          300,761               --         7,907,199
                                                ------------     ------------      -----------      ------------
                                                $122,348,627      $ 3,107,913      $    75,913      $125,380,627
                                                ============     ============      ===========      ============

   At December 31, 1998 and 1997, the Company had  "Unrealized  Holding Gains on
Available-For-Sale  Securities" of $2,193,000 and $1,608,000,  net of applicable
deferred income taxes and amortization of deferred acquisition costs. The change
in the Unrealized Holding Gains of $585,000, $964,000 and ($1,234,000) for 1998,
1997 and  1996,  respectively  is  reported  as other  comprehensive  income  in
stockholders' equity.

Held-To-Maturity Securities
December 31,1998
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,381,598      $   223,647      $        --       $ 3,605,245
  Corporate Debt Securities...................     2,000,000          125,400               --         2,125,400
  Other Debt Securities.......................       110,000               --               --           110,000
                                                ------------      -----------      -----------       -----------
                                                $  5,491,598      $   349,047      $        --       $ 5,840,645
                                                ============      ===========      ===========       ===========

December 31,1997
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,419,687        $  90,126        $     700       $ 3,509,113
  Corporate Debt Securities...................     2,000,000          109,000               --         2,109,000
  Other Debt Securities.......................       110,000               --               --           110,000
                                              --------------        ---------        ---------       -----------
                                                $  5,529,687        $ 199,126        $    700        $ 5,728,113
                                                ============        =========        =========       ===========

</TABLE>
*These securities are on deposit for various state insurance departments and are
therefore restricted as to sale.

<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)


      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1998, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>

                                                       Held to Maturity                 Available For Sale
                                              -----------------------------------------------------------------
                                                Amortized        Estimated         Amortized       Estimated
                                                  Cost          Market Value         Cost          Market Value
                                              -----------------------------------------------------------------
<S>                                             <C>              <C>            <C>               <C>
Due in one year or less.......................  $   10,000       $   10,000     $  1,255,531      $  1,256,810
Due after one year through five years.........   2,954,022        3,142,745       33,385,925        34,635,479
Due after five years through ten years........     527,576          562,500       55,672,616        57,463,964
Due after ten years...........................   2,000,000        2,125,400       36,618,867        37,675,686
                                                ----------       ----------     ------------      ------------
                                                $5,491,598       $5,840,645     $126,932,939      $131,031,939
                                                ==========       ==========     ============      ============
</TABLE>
      Proceeds from sales of investments in fixed  maturities were  $42,655,632,
$38,900,851 and $39,046,422 in 1998, 1997 and 1996, respectively. Gross gains of
$977,442 and gross losses of $62,551 were realized on those sales in 1998. Gross
gains of $374,583 and gross losses of $215,709  were  realized on those sales in
1997.  Gross gains of $185,708  and gross  losses of $406,733  were  realized on
those sales in 1996.

      (d) RECOGNITION OF REVENUE, POLICYHOLDER ACCOUNT BALANCES AND POLICY
          BENEFITS

           TRADITIONAL ORDINARY LIFE AND HEALTH

                Revenues from the traditional life insurance  policies represent
           premiums  that 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 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.

<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)


      (f)  COMPREHENSIVE  INCOME.  For 1998,  the Company  adopted  Statement of
Financial  Accounting Standards No, 130 ("SFAS 130"),  "Reporting  Comprehensive
Income".  SFAS  130  establishes  the  disclosure   requirements  for  reporting
comprehensive  income in an entity's financial  statements.  Total comprehensive
income includes net income and unrealized gains and losses on available-for-sale
securities. Accumulated other comprehensive income, a component of stockholders'
equity,   was   formerly   reported   as   unrealized   gains   and   losses  on
available-for-sale  securities.  There was no impact on previously  reported net
income from the adoption of SFAS 130.

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  maturity  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,
1998,  1997 and 1996,  the Company  charged  operations  approximately  $79,000,
$70,000 and $100,000 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
$475,000 in 1998,  $419,000 in 1997 and $414,000 in 1996. The accrued  liability
of  approximately  $3,251,000 in 1998 and  $2,913,000 in 1997 was  sufficient to
cover the value of benefits provided by the plan.

      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. Contributions to this plan were 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 that any reinsurance company may be unable
to meet. The Company had reinsured  approximately  10% of its net life insurance
in force at December  31,  1998,  1997 and 1996.  The  Company  also had assumed
reinsurance  amounting  to  approximately  20%,  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.

<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

      (b) The Company and certain affiliates share office space, data processing
facilities and management  personnel.  Charges for these services are based upon
the Company's  proportionate share of: space occupied,  usage of data processing
facilities and time allocated to management. During the years ended December 31,
1998, 1997 and 1996, the Company paid approximately  $1,440,000,  $1,114,000 and
$1,222,000,   respectively,   for  these  services.  In  addition,  the  Company
reimbursed  an  affiliate  approximately  $10,799,000  in  1998,  $9,814,000  in
1997,and  $9,709,000  in  1996  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  $387,000 at December 31, 1998 and $332,000 at
December 31, 1997.

      (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, 1998,  1997 and 1996 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
 
                                                   NET INCOME                 CAPITAL SHARES AND SURPLUS
                                              YEAR ENDED DECEMBER 31                 AT DECEMBER 31
                                        ----------------------------------  ---------------------------------
                                           1998        1997        1996        1998         1997        1996
                                        ----------  ----------  ----------  ----------   ----------  ----------
<S>                                     <C>         <C>         <C>         <C>          <C>         <C>
Reported on a statutory basis.......... $6,191,762  $5,809,629  $5,002,533  $37,991,708  $32,159,721 $26,580,877
                                        ----------  ----------  ----------  -----------  ----------- -----------

Adjustments:
  Deferred policy acquisition costs (b)  2,607,517     351,239    (179,085)  20,873,233   18,446,716  17,547,129
  Future policy benefits (a)..........  (1,259,673)    133,848     514,086   (4,260,262)  (3,000,589) (2,398,397)
  Deferred income taxes...............    (265,000)    603,000     286,000      473,000    1,039,000     934,000
  Premiums due and deferred (e).......      85,385      84,291      85,461   (1,189,428)  (1,274,816) (1,359,107)
  Cost of colletion and other statutory
    liabilities.......................      (6,185)       (924)    (12,283)      29,874       36,060      36,984
  Non-admitted assets.................          --          --          --      218,959      224,411     298,731
  Asset valuation reserve.............          --          --          --    1,691,873    1,325,986   1,136,664
  Interest maintenance reserve........    (223,136)    (55,019)    (48,542)     436,803       56,112       6,271
  Gross unrealized holding gains on
    available-for-sale securities...            --          --          --    4,099,000    3,032,000   1,266,000
  Net realized capital gains (losses).     914,891     158,874    (221,025)          --           --          --
  Other...............................    (310,402)    (53,489)     75,762           --           --
                                        ----------  ----------  ----------  -----------  ----------- -----------

                                         1,543,397   1,221,820     500,374   22,373,052   19,884,880  17,468,275
                                        ----------  ----------  ----------   ----------   ----------  ----------

In accordance with generally accepted
  accounting principles...............  $7,735,159  $7,031,449  $5,502,907  $60,364,760  $52,044,601 $44,049,152
                                        ==========  ==========  ==========  ===========  =========== ===========

Per share, based on 534,350 shares
  outstanding.........................      $14.48      $13.16      $10.30      $112.97      $97.40       $82.44
                                        ==========  ==========  ==========  ===========  ==========  ===========
</TABLE>

<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

      The following is a description of the significant  policies used to adjust
the net income and capital shares and surplus from a statutory to a GAAP basis.

      (a) Liabilities for future policy benefits have been computed primarily by
the net level  premium  method with  assumptions  as to  anticipated  mortality,
withdrawals and investment yields. The composition of the policy liabilities and
the more significant assumptions pertinent thereto are presented below:

<TABLE>
<CAPTION>

             DISTRIBUTION OF LIABILITIES*                     BASIS OF ASSUMPTIONS
- ----------------------------------------------------------------------------------
                                 YEARS
      1998           1997      OF ISSUE           INTEREST                 MORTALITY TABLE                WITHDRAWAL
      ----           ----      --------           --------                 ---------------                ----------
<S>             <C>           <C>                 <C>             <C>                                     <C>
Non-par:
  $1,458,458    $ 1,505,551   1962-1967            4 1/2%         1955-60 Basic Select plus Ultimate      Linton B
   5,021,949      5,310,394   1968-1988            5 1/2%         1955-60 Basic Select plus Ultimate      Linton B
   2,403,257      2,433,724   1984-1988            7 1/2%         85% of 1965-70 Basic Select             Modified
                                                                    plus Ultimate                         Linton B
     116,030        101,775   1989-Present         7 1/2%         1975-80 Basic Select plus Ultimate      Linton B
      63,482        108,985   1989-Present         7 1/2%         1975-80 Basic Select plus Ultimate      Actual
      26,682         28,971   1989-Present         8%             1975-80 Basic Select plus Ultimate      Actual
  33,158,902     32,412,007   1985-Present         6%             Accumulation of Funds                   --
Par:
     216,096        224,913   1966-1967            4 1/2%         1955-60 Basic Select plus Ultimate      Linton A
  13,141,191     13,273,949   1968-1988            5 1/2%         1955-60 Basic Select plus Ultimate      Linton A
     907,950        899,407   1981-1984            7 1/4%         90% of 1965-70 Basic Select
                                                                    plus Ultimate                         Linton B
   4,791,142      4,699,324   1983-1988            9 1/2%         80% of 1965-70 Basic Select
                                                                    plus Ultimate                         Linton B
  17,805,284     15,977,808   1990-Present         8%             66% of 1975-80 Basic Select
                                                                    plus Ultimate                         Linton B
Annuities:
  16,075,327     19,581,382   1976-Present         5 1/2%         Accumulation of Funds                   --
Miscellaneous:
  24,418,452     19,604,218   1962-Present         2 1/2%-3 1/2%  1958-CSO                                None
</TABLE>

*  The  above amounts are  before deduction of  deferred premiums of $817,348 in
1998 and  $881,090 in 1997.

       (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 that were used for computing liabilities for future policy benefits.
Amortization of $1,005,483 in 1998 and $663,200 in 1997,  $1,454,408 in 1996 was
charged to operations.

      (c) Participating  business  represented  8.8% and 9.5% of individual life
insurance in force at December 31, 1998 and 1997, 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 $28,207,166,  $22,374,879 and $16,796,135 at December
31, 1998, 1997 and 1996, 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.

<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 7 -- FEDERAL INCOME TAXES

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

      Retained  earnings at December 31, 1998  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>

                                                                              1998               1997
                                                                           ----------         ----------
<S>                                                                      <C>                <C>
Policyholder dividend provision........................................  $   (448,300)      $      (357,200)
Non-qualified agents' pension plan reserve.............................    (1,262,900)           (1,161,300)
Deferred policy acquisition costs......................................     2,956,800             2,215,900
Future policy benefits.................................................    (2,835,100)           (2,575,400)
Bond discount..........................................................        35,900                39,200
Unrealized holding gains  on Available-For-Sale Securities.............     1,130,000               829,000
Other..................................................................       (49,400)              (29,200)
                                                                         ------------        --------------
                                                                         $   (473,000)       $   (1,039,000)
                                                                         ============        ==============
</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.

<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, 1998, 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, 1998, 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 17, 1999

<PAGE>


                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF ASSETS AND LIABILITIES

                                DECEMBER 31, 1998

ASSETS
 Investments at net asset value (Note 3):
   First Investors Life Series Fund.............................$214,155,664

LIABILITIES
   Payable to First Investors Life Insurance Company............   3,141,177
                                                                ------------

NET ASSETS......................................................$211,014,487
                                                                ============

Net assets represented by Contracts.............................$211,014,487
                                                                ============

                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
 Income:
   Dividends....................................................$ 11,381,018
                                                                ------------

      Total income..............................................  11,381,018
                                                                ------------

 Expenses:
   Cost of insurance charges (Note 4)...........................  3,722,098
   Mortality and expense risks (Note 4).........................    953,562
                                                                -----------

      Total expenses............................................  4,675,660
                                                                -----------

NET INVESTMENT INCOME...........................................  6,705,358
                                                                -----------

UNREALIZED APPRECIATION ON INVESTMENTS
 Beginning of year.............................................. 48,303,546
 End of year.................................................... 62,632,266

Change in unrealized appreciation on investments................ 14,328,720
                                                                -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............$21,034,078
                                                                ===========


See accompanying notes to financial statements.


                                       34
<PAGE>


                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF CHANGES IN NET ASSETS

                            YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                                    1998             1997      

                                                                              --------------    ----------------
<S>                                                                            <C>              <C>    
Increase (Decrease) in Net Assets
  From Operations
      Net investment income.................................................   $   6,705,358    $   6,135,321
      Change in unrealized appreciation on investments......................      14,328,720       16,231,615
                                                                               -------------    -------------

      Net increase in net assets resulting from operations..................      21,034,078       22,366,936
                                                                               --------------   -------------

    From Unit Transactions
      Net insurance premiums................................................      32,896,170      30,069,380
      Contract payments.....................................................     (15,071,523)    (13,435,961)
                                                                                --------------  --------------

      Net increase in net assets derived from unit transactions.............      17,824,647      16,633,419 
                                                                               --------------  --------------

      Net increase in net assets............................................      38,858,725      39,000,355

Net Assets
    Beginning of year.......................................................     172,155,762     133,155,407 
                                                                               -------------   --------------
    End of year.............................................................    $211,014,487    $172,155,762 
                                                                                ============    =============

</TABLE>

See accompanying notes to financial statements.



                                       35
<PAGE>
                               FIRST INVETORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

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..................................   1,232,598      $ 1.00      $  1,232,598    $  1,232,598
    High Yield.......................................   3,076,907       11.70        36,001,354      33,131,839
    Growth...........................................   1,401,591       35.78        50,145,861      27,668,428
    Discovery........................................   1,409,785       26.74        37,697,283      29,978,530
    Blue Chip........................................   1,774,663       26.25        46,582,619      27,793,401
    International Securities.........................   1,764,647       18.88        33,321,641      24,199,648
    Government.......................................     103,688       10.41         1,079,314       1,066,529
    Investment Grade.................................     217,715       11.97         2,605,307       2,316,602
    Utility Income...................................     346,741       15.83         5,489,687       4,135,823
                                                                                 --------------  --------------
                                                                                   $214,155,664    $151,523,398
                                                                                   ============    ============
</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, 1998 was $953,562.

    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, 1998
cost of insurance charges amounted to $3,722,098.

                                       36
    




 [FIRST INVESTORS LOGO]




                               INSURED SERIES PLAN







This booklet  contains two  prospectuses.  The first prospectus is for our Level
Premium  Variable Life Insurance  Policy,  which we call our Insured Series Plan
("ISP").  The second  prospectus  is for the First  Investors  Life Series Fund,
which  serves  as the  underlying  investment  options  for  our  variable  life
insurance policy.

   
THE DATE OF THIS PROSPECTUS IS APRIL 30, 1999.
    



<PAGE>


   
                                    CONTENTS*
           LEVEL PREMIUM VARIABLE LIFE INSURANCE POLICIES PROSPECTUS


   OVERVIEW.......................................................2
      The Policy..................................................2
      The Charges and Expenses....................................3
      Who We Are..................................................5
      Risk and Reward Considerations..............................6
   THE POLICY IN DETAIL...........................................6
      Your Premiums...............................................6
      Allocation of Your Net Premium to Investment Options........7
      The Death Benefit...........................................8
      Your Cash Value.............................................9
      Settlement Options..........................................12
      Optional Insurance Riders...................................13
      Other Provisions............................................14
   FEDERAL INCOME TAX INFORMATION.................................16
   OUR OFFICERS AND DIRECTORS.....................................19
   OTHER INFORMATION..............................................20
      Voting Rights...............................................20
      Reservation of Rights.......................................21
      Distribution of Policies....................................22
      Custodian...................................................22
      Reports.....................................................22
      State Regulation............................................22
      Experts.....................................................22
      Relevance of Financial Statements...........................23
      Year 2000...................................................23
   ILLUSTRATIONS OF DEATH BENEFITS,
      CASH VALUES AND ACCUMULATED PREMIUMS........................23
   REPORT OF CERTIFIED PUBLIC ACCOUNTANTS.........................
   FINANCIAL STATEMENTS OF FIRST INVESTORS LIFE...................
   REPORT OF CERTIFIED PUBLIC ACCOUNTANTS.........................
   FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B.....................

    












- -----------------------------
   
*A Table of Contents for the Life Series Fund  prospectus can be found on page 1
of that prospectus.
    


                                       i
<PAGE>




























                             [FIRST INVESTORS LOGO]
                                 95 Wall Street
                            New York, New York 10005
                                 (212) 858-8200



                                       i

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant, First Investors Life Level Premium Variable Life Insurance (Separate
Account  B),  represents  that this  Amendment  meets all the  requirements  for
effectiveness  pursuant to Rule 485(b) under the Securities Act of 1933, and has
duly  caused  this  Amendment  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  and its seal to be hereinafter affixed and attested,
all in the City of New York,  and  State of New York,  on the 20th day of April,
1999.


                                         FIRST INVESTORS LIFE LEVEL
                                         PREMIUM VARIABLE LIFE INSURANCE
                                         (SEPARATE ACCOUNT B)
                                         (Registrant)

[Corporate Seal Affixed]
                                         BY: FIRST INVESTORS LIFE
                                             INSURANCE COMPANY
                                             (Depositor)
                                             (On behalf of the Registrant
                                             and itself)
ATTEST:

/s/ Ada M Suchow                          By /s/ Richard H. Gaebler
- -------------------------                    -----------------------------
Ada M Suchow,                                    Richard H. Gaebler,
Assistant Secretary                              President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to  Registrant's  Registration  Statement has been signed below by the
following  officers and directors of the Depositor in the  capacities and on the
dates indicated:

         SIGNATURE                  TITLE                            DATE

/s/ Richard H. Gaebler             President                     April 20, 1999
- ---------------------------
Richard H. Gaebler


/s/ William M. Lipkus              Vice President and            April 20, 1999
- ---------------------------        Chief Financial
William M. Lipkus                  Officer


/s/ Richard H. Gaebler             Director                      April 20, 1999
- ---------------------------
Richard H. Gaebler         


<PAGE>



Glenn O. Head*                  Chairman and Director      April 20, 1999
Jay G. Baris*                   Director                   April 20, 1999
George V. Ganter*               Director                   April 20, 1999
Robert J. Grosso*               Director                   April 20, 1999
Scott Hodes*                    Director                   April 20, 1999
Jackson Ream*                   Director                   April 20, 1999
Nelson Schaenen Jr.*            Director                   April 20, 1999
John T. Sullivan*               Director                   April 20, 1999
Kathryn S. Head*                Director                   April 20, 1999
Glenn T. Dallas*                Director                   April 20, 1999





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

<PAGE>

                                 EXHIBIT INDEX

1.            1.              Resolution of Board of Directors Creating
                              Separate Account./1/

              2.              Not Applicable.

              3(a).           Underwriting Agreement./1/

              3(b).           Specimen Associate's Agreement./1/

              3(c).           Commission schedule./1/

              4.              Not Applicable.

              5.              Specimen Variable Life Insurance Policy./1/

              6.              Certificate  of  Incorporation,  as  amended,  and
                              By-Laws, as amended, of First Investors Life
                              Insurance Company./1/

              7.              See (5) above.

              8.              Not Applicable.

              9.              Not Applicable.

              10.             Specimen  form of  application  used with Variable
                              Life  Insurance  Policy  provided in response to 5
                              above. /2/

<PAGE>

   
2.    Opinion of Counsel. /2/
      Opinion of Actuary. /2/
    

3.    Not Applicable.

4.    Not Applicable.

5.    Financial  Data  Schedule.  (see Exhibit 27 below.) 

   
6.    Consent of Independent Public Accountants. (Filed herewith.)
    

7.    Powers of Attorney. /1/

27.   Financial   Data   Schedule.   (Inapplicable,   because,   notwithstanding
      Instruction  5 as to Exhibits,  the  Commission  staff has advised that no
      such Schedule is required.)


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

   /1/   Previously filed in  Post-Effective  Amendment No. 17 to Registrant's
         Registration Statement (File No.2-98410) filed on May 19, 1997.

   /2/   Previously filed in  Post-Effective  Amendment No. 18 to Registrant's
         Registration Statement (File No.2-98410) filed on April 28, 1998.


                                                                      EXHIBIT 6

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


      We hereby  consent to the use in  Post-Effective  Amendment  No. 20 to the
Registration  Statement  on Form S-6  (File No.  2-98410)  of our  report  dated
February  17, 1999  relating to the December 31, 1998  financial  statements  of
First Investors Life Level Premium Variable Life Insurance  (Separate Account B)
and our report  dated  February  17,  1999  relating  to the  December  31, 1998
financial  statements  of First  Investors  Life  Insurance  Company,  which are
included in said Registration Statement.




                                          /s/ TAIT, WELLER & BAKER

                                          TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
April 14, 1999



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