FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B
485APOS, 1999-03-01
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     As filed with the Securities and Exchange Commission on March 1, 1999
    

                            Registration No. 2-98410
                                    811-4328


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


                        Post-Effective Amendment No. 19                    [ 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)

|_|      on (date) pursuant to paragraph (b)

|X|      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 
           Information                             Policy, Who We Are; Other
                                                   Information, Relevance of
                                                   Financial Statements

                                                   Not Applicable
9          Material Litigation


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

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

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

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

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

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

30         Controlling Persons                     Overview, Who We Are

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

<PAGE>

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 
           Valuation of Securities of the Trust    Expenses, Who We Are; 
                                                   Pertinent Provisions of the
                                                   Prospectus of First Investors
                                                   Life Series Fund (File No.
                                                   2-98409) incorporated herein
                                                   by reference

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

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

48-50      Information Concerning the Trustee      Other Information
           or Custodian

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

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

53        Regulated Investment Company             Federal Income Tax
                                                   Information

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

<PAGE>

         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.


                   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 32 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.  (To be filed.)



<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 ____, 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 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
$____________ 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)


                                                TOTAL FUND
                          MANAGEMENT   OTHER     OPERATING   FEE        NET
                           FEES(1)   EXPENSES(2) EXPENSES(3) WAIVERS    EXPENSES
                           -------   -------------------------------    --------

Blue Chip Fund            [     ]%   [     ]%    [     ]%    [     ]%   [     ]%

Cash Management Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]
Discovery Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]
Government Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]
Growth Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]
High Yield Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]
International Securities
Fund                      [     ]    [     ]     [     ]     [     ]    [     ]

Investment Grade Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]
Utilities Income Fund
                          [     ]    [     ]     [     ]     [     ]    [     ]

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

(2)   For the fiscal year ended December 31, 1998, the Adviser  assumed  certain
      Other Expenses in excess of ___% for Cash Management,  ___% for Government
      Fund,  and ___% for Investment  Grade Fund. The Adviser has  contractually
      agreed with the Funds to assume  certain Other  Expenses in excess of ___%
      for Cash  Management,  ___% for  Government  Fund, and ___% for Investment
      Grade Fund for a period of twelve months commencing on ___________.

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



                                      4

<PAGE>

WHO WE ARE

  First Investors Life Insurance Company
  --------------------------------------

  First  Investors Life Insurance  Company,  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 $_____
million of assets and over $_____ 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  voting
common stock of First Investors Management Company,  Inc. ("FIMCO" or "Adviser")
and all of the  outstanding  stock  of First  Investors  Life,  First  Investors
Corporation ("FIC" or "Underwriter")  and Administrative  Data Management Corp.,
the transfer agent for Life Series Fund  ("Transfer  Agent").  Mr. Glenn O. Head
controls FICC and, therefore, controls the Adviser and First Investors Life.

  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 value.

  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.

  First  Investors  Management  Company,  Inc. (the "Adviser") is the investment
adviser of each Fund. The Adviser is a New York  Corporation  located at 95 Wall
Street, New York, New York 10005. The Adviser 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  values 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.) A
discussion  on the  investment  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 (excluding premiums for
any riders 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.  Paying a level annual  premium acts as an averaging
device to cover (1) expenses,  which are higher in the early Policy  years,  and
(2) the cost of the mortality  risk,  which  increases in the later Policy years
and continues to increase  beyond the premium paying period.  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:

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

     o     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 PREMIUM 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 to support the Policy's  benefits.  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 27  through  29, 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,  the Variable
Insurance  Amount for 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 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  reflects  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  ascertain  the  Actual  Rate of  Return  for  each
Subaccount you have selected.  The Actual Rate of Return reflects the investment
performance  of each selected  Subaccount  from the first day of the Policy year
until the last day of the Policy  year.  It reflects  investment  income (net of
Fund expenses);  plus realized and unrealized  capital gains; minus realized and
unrealized capital losses;  minus charges, if any, for taxes; minus a charge not
exceeding  .50% per year for  mortality  and expense  risks.  The Actual Rate of
Return for a Policy  year is not the same as the  Actual  Rate of Return for the
Subaccount(s) for a calendar year, unless a Policy's anniversary is the last day
of the calendar year.

    The Variable  Insurance  Amount does not change if the Actual Rate of Return
on the Policy's  total  investment  base of all of your  Subaccounts  is 4%. The



                                       8

<PAGE>

Variable  Insurance  Amount  increases,  if the Actual Rate of Return is greater
than 4%. The Variable  Insurance Amount decreases,  if the Actual Rate of Return
is less than 4%. We set the Variable Insurance Amount on each Policy anniversary
and do not change it until the next Policy anniversary.

  The amount by which the Variable  Insurance  Amount  increases or decreases is
determined  by the net single  premium rate that  applies to your  Policy.  Your
policy includes a table of the applicable net single premium rates per $1.00. As
indicated  below,  the net single premium  increases as the Insured grows older.
The  numbers  do 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, as shown below:


                                                   VARIABLE INSURANCE
                                                    ADJUSTMENT AMOUNT
                            NET SINGLE PREMIUM    PURCHASED OR CANCELED
             MALE          PER $1.00 OF VARIABLE       BY $1.00 OF
         ATTAINED AGE        INSURANCE AMOUNT       INVESTMENT RETURN
         ------------        ----------------       -----------------

               5               $.09884                   $10.12
              15                .13693                     7.30
              25                .18452                     5.42
              35                .25593                     3.91
              45                .35291                     2.83
              55                .47352                     2.11
              65                .60986                     1.64

                                                   VARIABLE INSURANCE
                                                    ADJUSTMENT AMOUNT
                            NET SINGLE PREMIUM    PURCHASED OR CANCELED
            FEMALE         PER $1.00 OF VARIABLE       BY $1.00 OF
         ATTAINED AGE        INSURANCE AMOUNT       INVESTMENT RETURN
         ------------        ----------------       -----------------

               5               $.08195                   $12.20
              15                .11326                     8.83
              25                .15684                     6.38
              35                .21872                     4.57
              45                .30185                     3.31
              55                .40746                     2.45
              65                .54017                     1.85


  The following  example  illustrates  how we would  calculate the change in the
Variable  Insurance  Amount on the 6th and 12th  anniversaries of a hypothetical
policy. For this calculation,  we use the Policy  illustration for a male age 25
on Page 28, and assume an 8% hypothetical gross annual investment return:




                                       9


<PAGE>

                                            CALCULATION OF CHANGE IN
                                          VARIABLE INSURANCE ADJUSTMENT
                                          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) Total Investment Base at Beginning of
    Current Policy Year: (1)+(2)........    6,028.00      15,585.00
(4) Actual Rate of Return
    (.064399) minus the Base
    Rate of Return which is
    the Assumed Rate (.04)..............     .024399        .024399
(5) Investment Return (3)x(4)...........      147.08         380.25
(6) Net Single Premium at
    End of Current Year.................     0.22416        0.27338
(7) Change in Variable Insurance Adjustment
    Amounts (5) divided by (6)..........    $ 656.14     $ 1,390.92
Figures are rounded.

  The  Variable  Insurance  Amount is  cumulative.  This  means  that the amount
reflects the accumulation of increases and decreases from past Policy years. The
amount may be positive or  negative,  depending on the  investment  performance,
while the Policy is in force,  of the  Subaccounts  that you have selected.  The
death  benefit is the  Guaranteed  Insurance  Amount if the  Variable  Insurance
Amount is negative or zero when the Insured dies.

  The  following  example  demonstrates  how the Variable  Insurance  Amount can
increase the death benefit above the  Guaranteed  Insurance  Amount based upon a
hypothetical policy (in this case the change in death benefit between the end of
policy years five and six). The example uses the policy  illustration for a male
issue  age 25  (see  Page  28)  and  assumes  an 8%  hypothetical  gross  annual
investment  return  (equivalent  to an Actual  Rate of  Return of  approximately
6.4399%).


                       GUARANTEED        VARIABLE
    VARIABLE LIFE      INSURANCE    +   INSURANCE    =  DEATH
       POLICY            AMOUNT           AMOUNT        BENEFIT
       ------            ------           ------        -------

End of Policy Year 5....$51,908           $1,489        $53,398
Increase................  --                 657            657  (1.2% Increase)
End of Policy Year 6....$51,908           $2,146        $54,054


  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 (a 2.7% decrease),  and the death benefit for the
end of Policy year 6 would have been $51,934.

  The  increase or  decrease in the  Variable  Insurance  Amount  depends on the
Actual  Rate of Return  and the  dollar  amount of assets in the  Subaccount(s).
Therefore,  we expect that the change in the Variable  Insurance  Amount  (which
affects  the change in the death  benefit)  will be greater in the later  Policy
years when we expect the value of the assets in the  Subaccount(s)  to be higher
in relation to the death benefit,  than in the early Policy years when the value
of those assets is relatively low.

  In the previous  example above,  the death benefit at the end of Policy year 6
is  1.2%  higher  than  the  death  benefit  at the  end of  Policy  year  5. In
comparison, the death benefit for the same Policy, earning the same hypothetical

<PAGE>

gross 8% annual  return,  would be 2.4%  higher at the end of the Policy year 12
than the death benefit at the end of Policy year 11, as follows:


                       GUARANTEED        VARIABLE
    VARIABLE LIFE      INSURANCE    +   INSURANCE    =  DEATH
       POLICY            AMOUNT           AMOUNT        BENEFIT
       ------            ------           ------        -------

End of Policy Year 11...$51,908           $7,258        $59,166
Increase................  --               1,391          1,391  (2.4% Increase)
End of Policy Year 12...$51,908           $8,649        $60,557


  After the first Policy year, a Policy's  death benefit for a Policy year would
equal the  Guaranteed  Insurance  Amount if the Variable  Insurance  Amount were
negative.  In that case,  the death benefit would  increase above the Guaranteed
Insurance Amount, on a subsequent Policy anniversary, only if the Actual Rate of
Return for the preceding Policy year were sufficiently greater than 4% to result
in a positive variable insurance amount. For example, assume that the Policy for
a male issue age 25  illustrated on Page 28 had a 0%  hypothetical  gross annual
rate of return for the first five Policy years, resulting in a negative variable
insurance  amount.  For the death  benefit  to  increase  above  the  Guaranteed
Insurance  Amount for Policy year 7 (the amount shown for the end of Policy year
6), the Actual Rate of Return for Policy year 6 would have to be at least 17.5%.

YOUR CASH VALUE

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

  The cash  value of the  Policy on any date is the sum of the cash  values  you
have in all of the Subaccounts  that you have selected.  The cash value you have
in each Subaccount will vary daily depending on its investment experience.  (See
"Valuation of Assets.") The cash value you have in each Subaccount at the end of
each Policy year is (1) the amount of the tabular cash value,  which is the cash
value produced by an Actual Rate of Return of 4% each Policy year,  attributable
to the  Subaccount(s) on that date, (2) plus or minus the net single premium for
the current Variable Insurance Amount  attributable to the Subaccount(s) on that
date.

  If the end of the Policy year is other than the Policy  anniversary  date,  we
increase or decrease the cash value depending on the investment  results of each
Subaccount  that you have  selected for the time  elapsed  since the last Policy
anniversary. This description assumes that you have no premium due and unpaid.

  In calculating  the cash value,  we make  adjustments for (1) the net premium,
(2) the investment results, and (3) the cost of insurance protection. (See below
for an explanation of the cost of insurance protection.)

  In the example below, we use the Policy  illustration  for a male issue age 25
on Page 28, and we assume an 8%  hypothetical  gross  annual  investment  return
(equivalent to an Actual Rate of Return of approximately 6.4399%). 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:


                                       11

<PAGE>



   (1) Cash Value at End of Prior Year.......................  $4,972
   (2) Net Premium...........................................   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.

  The  Policyowner  bears all the  investment  risk as to the amount of the cash
value.  It is unlikely  that the Policy will have any cash value until the later
months of the first Policy year (see "Additional  First Year Charge").  The cash
values that we  illustrate  on Pages 27 to 29 and Pages 30 to 32 are cash values
at the end of the Policy years shown. For each of the various hypothetical gross
annual investment returns shown in these tables, the end of year cash values are
equal to the sum of:

     o     the Cash Value at End of Prior Year (1),

     o     the Net Premium paid for the Current Policy Year (2),

     o     the Investment Return (5)

     O     less the Cost of Insurance Protection During the Current Policy Year
           (7).

  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.


                                       12
<PAGE>


      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.

  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:

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

     o    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

     o    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  exceed the


                                       13

<PAGE>


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 28,
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
value that  appear on Page 28 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:

     o    the surrender value, plus

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

     o    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

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

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



                                       14
<PAGE>


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.

  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



                                       15
<PAGE>

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.

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.



                                       16

<PAGE>

  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 22 and
assume the 0% and 8% hypothetical gross annual investment  returns. If an option
became effective at the end of Policy year 5, the fixed insurance coverage under
these Policies would be as follows:

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

  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:

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

     o    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.



                                     17

<PAGE>

  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.

  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.



                                       18

<PAGE>


  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 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 under of 817(h) of the Code. Consequently:

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

     o    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

     o    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.



                                     19

<PAGE>


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

     o    before you reach age 59-1/2,

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

     o    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 you 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:

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

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

     o    on a portion of each payment.



                                       20

<PAGE>


  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  the 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
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
<TABLE>
<CAPTION>

<S>                          <C>                                  <C>
NAME                         OFFICE                                   PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ----                         ------                                   ----------------------------------------
Dori Allen                   Associate Counsel and Staff          Associate Counsel, First Investors Life since May 1998;
                             Attorney                             Staff Attorney since February 1997; Supervisor, Toxic
                                                                  Tort Unit, Claims 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. Drinkwater        First Vice President and Chief       First Vice President and Chief Actuary, First Investors
                             Actuary                              Life.

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


                                       21

<PAGE>
NAME                         OFFICE                                   PRINCIPAL OCCUPATION FOR LAST FIVE YEARS
- ----                         ------                                   ----------------------------------------
Richard H. Gaebler           President                            President, First Investors Life.
                             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 and Director                Chairman and Director, FICC, FIMCO and FIC.

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


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

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

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

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

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

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

</TABLE>

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

                                       22

<PAGE>

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
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:

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

     o    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

     o    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.

                                       23

<PAGE>


RESERVATION OF RIGHTS

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

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

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

     o    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);

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

     o    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.

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,  $4,360,945,  and
$__________,  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.


                                       24
<PAGE>

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.

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 26 to 31 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 make,  and $1,800 for a 40 years old male paid.
The  tables  assume  that  premiums  are paid in one lump  sun  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 cash value on any day within a Policy
year equals the cash value as of the end of the preceding Policy year,  adjusted
to reflect:

                                      25

<PAGE>


     o    the Subaccount(s)' Actual Rate of Return,
     o    the cost of the insurance protection, and
     o    premiums that you paid since the Policy's last anniversary.

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

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

     o    if the Actual 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.

We reduce the constant  hypothetical  gross annual investment returns of 0%, 4%,
6%, 8%, and 12% by the following:

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

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

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

  When we take all of these 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.  The assumed other expenses of .20% exceed the arithmetic  average
of the  actual  other  expenses  of all of the  Funds.  Certain of the Funds had
actual  expenses  greater  than .20%.  As of December  31,  1998,  International
Securities  Fund had other  expenses  of  _______%.  Absent  reimbursement  of a
portion of the other expenses by the Adviser,  Cash  Management  Fund would have
had other  expenses  of _____%.  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.



                                       26
<PAGE>

                                      MALE ISSUE AGE 10
                          $600 ANNUAL PREMIUM FOR STANDARD RISK (1)
                     $39,638 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
<TABLE>
<CAPTION>

                               Total                       Death Benefit (2)                            Cash Values (2)
End of                         Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium           Paid Plus               Tax) Annual Rate of Return of               Tax) 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

(1)   Corresponds to $306.00 semiannually, $156.00 quarterly, or $52.98 monthly.
(2)   Assumes no policy loan.


Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation of past or future rates of return. These h ypothetical rates take
into  account  premium tax charges but not any other  expense s charged  against
Life  Series Fund or  Separate  Account B. Actual  rates may b e higher or lower
than  hypothetical  rates.  Neither  Life  Series Fund nor First Inv estors Life
represents that it can achieve  hypothetical rates for any one year o r over any
period. See Prospectus for details of the calculations.
</TABLE>


                                       27

<PAGE>



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

<TABLE>
<CAPTION>

                                Total                       Death Benefit (2)                              Cash Values (2)
End of                        Premiums             Assuming Hypothetical Gross (After            Assuming Hypothetical Gross (After
Policy      Premium           Paid Plus               Tax) Annual Rate of Return of                 Tax) 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

(1) Corresponds to $612.00 semiannually, $312.00 quarterly, or $105.96  monthly.
(2) Assumes no policy loan.

Hypothetical   rates  of  interest  are   illustrat  ive  only  and  are  not  a
representation of past or future rates of return . These hypothetical rates take
into account  premium tax charges but not a ny other  expenses  charged  against
Life  Series  Fund or  Separate  Account B. Actu al rates may be higher or lower
than  hypothetical  rates.  Neither  Life Series Fund nor First  Investors  Life
represents that it can achieve  hypothetical  rates for any one year or over any
period. See Prospectus for details of the calculati ons.
</TABLE>

                                       28
<PAGE>


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

<TABLE>
<CAPTION>
                                Total                       Death Benefit (2)                            Cash Values (2)
End of                        Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium           Paid Plus               Tax) Annual Rate of Return of               Tax) 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

(1) Corresponds to $918.00 semi annually; $468.00 quarterly, or $158.94 monthly.
(2) Assumes no policy loan.

Hypothetical   rates  of  interest  are   illustrativ  e  only  and  are  not  a
representation of past or future rates of return.  These hypothetical rates take
into account premium tax charges but not any other expenses charged against Life
Series  Fund or  Separate  Account B.  Actual  rates may be higher or lower than
hypothetical rates. Neither Life Series Fund nor First Investors Life represents
that it can achieve  hypothetical rates for any one year or over any period. See
Prospectus for details of the calculations.
</TABLE>


                                       29
<PAGE>


                                     MALE ISSUE AGE 10
                         $600 ANNUAL PREMIUM FOR STANDARD RISK (1)
                     $39,638 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)

<TABLE>
<CAPTION>
                                Total                       Death Benefit (2)                            Cash Values (2)
End of                        Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium           Paid Plus              Tax) Annual Rates of Return of              Tax) 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

(1)   Corresponds to $306.00 semiannually; $156.00 quarterly, or $52.98 monthly.
(2)   Assumes no policy loan.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation of past or future rates of return.  These hypothetical rates take
into account premium tax charges but not any other expenses charged against Life
Series  Fund or  Separate  Account B.  Actual  rates may be higher or lower than
hypothetical rates. Neither Life Series Fund nor First Investors Life represents
that it can achieve  hypothetical rates for any one year or over any period. See
Prospectus for details of the calculations.
</TABLE>


                                       30
<PAGE>


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

                                Total                       Death Benefit (2)                            Cash Values (2)
End of                        Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium           Paid Plus              Tax) Annual Rates of Return of              Tax) 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


(1) Corresponds to $612.00 semi annually; $312.00 quarterly, or $105.96 monthly.
(2) Assumes no policy loan.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation of past or future rates of return.  These hypothetical rates take
into account tax premium charges but not any other expenses charged against Life
Series  Fund or  Separate  Account B.  Actual  rates may be higher or lower than
hypothetical rates. Neither Life Series Fund nor First Investors Life represents
that it can achieve  hypothetical rates for any one year or over any period. See
Prospectus for details of the calculations.
</TABLE>

                                       31
<PAGE>


                                     MALE ISSUE AGE 40
                        $1,800 ANNUAL PREMIUM FOR STANDARD RISK (1)
                     $47,954 FACE AMOUNT (GUARANTEED INSURANCE AMOUNT)
<TABLE>
<CAPTION>
                                Total                       Death Benefit (2)                            Cash Values (2)
End of                        Premiums             Assuming Hypothetical Gross (After          Assuming Hypothetical Gross (After
Policy      Premium           Paid Plus              Tax) Annual Rates of Return of              Tax) 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>


(1) Corresponds to $918.00 semiannually;  $468.00 quarterly, or $158.94 monthly.
(2) Assumes no policy loan.

Hypothetical   rates  of  interest   are   illustrative   only  and  are  not  a
representation of past or future rates of return.  These hypothetical rates take
into account tax charges but not any other expenses  charged against Life Series
Fund  or  Separate  Account  B.  Actual  rates  may  be  higher  or  lower  than
hypothetical rates. Neither Life Series Fund nor First Investors Life represents
that it can achieve  hypothetical rates for any one year or over any period. See
Prospectus for details of the calculations.



                                       32

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




                               INSURED SERIES PLAN

                                April ____, 1999






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.


<PAGE>

                               TABLE OF CONTENTS*
                  LEVEL PREMIUM VARIABLE LIFE INSURANCE POLICIES PROSPECTUS


    Item                                                        Page
    ----                                                        ----
   OVERVIEW........................................................
      The Policy...................................................
      The Charges and Expenses.....................................
      Who We Are...................................................
      Risk and Reward Considerations...............................
   THE POLICY IN DETAIL............................................
      Your Premiums...............................................
      Allocation of Your Net Premium to Investment Options........
      The Death Benefit...........................................
      Your Cash Value.............................................
      Settlement Options..........................................
      Optional Insurance Riders...................................
      Other Provisions............................................
   FEDERAL INCOME TAX INFORMATION.................................
   OUR OFFICERS AND DIRECTORS.....................................
   OTHER INFORMATION..............................................
      Voting Rights...............................................
      Reservation of Rights.......................................
      Distribution of Policies....................................
      Custodian...................................................
      Reports.....................................................
      State Regulation............................................
      Experts.....................................................
      Relevance of Financial Statements...........................
      Year 2000...................................................
   ILLUSTRATIONS OF DEATH BENEFITS,
      CASH VALUES AND ACCUMULATED PREMIUMS........................





















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

<PAGE>
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/

<PAGE>

2.       Opinion of Counsel. (To be filed.)
         Opinion of Actuary. /2/

3.       Not Applicable.

4.       Not Applicable.

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

6.       Consent of Independent Public Accountants. (To be filed.)

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>


                                   SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Registrant, First Investors Life Level Premium Variable Life Insurance (Separate
Account  B), 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 22nd
day of February, 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
ATTEST:                                    and itself)  
                                             
/s/ Ada M Suchow                       By /s/ Richard H. Gaebler           
- --------------------------                    ------------------------     
Ada M Suchow,                                 Richard H. Gaebler, President
Assistant Secretary                    
                                       

      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                     February 22, 1999
- ----------------------
Richard H. Gaebler


/s/ William M. Lipkus       Vice President and            February 22, 1999
- ---------------------        Chief Financial 
William M. Lipkus            Officer         
                             

/s/ Richard H. Gaebler      Director                      February 22, 1999
- ----------------------
Richard H. Gaebler


<PAGE>



Glenn O. Head*              Chairman and Director         February 22, 1999
Jay G. Baris*               Director                      February 22, 1999
George V. Ganter*           Director                      February 22, 1999
Robert J. Grosso*           Director                      February 22, 1999
Scott Hodes*                Director                      February 22, 1999
Jackson Ream*               Director                      February 22, 1999
Nelson Schaenen Jr.*        Director                      February 22, 1999
John T. Sullivan*           Director                      February 22, 1999
Kathryn S. Head*            Director                      February 22, 1999
Glenn T. Dallas*            Director                      February 22, 1999





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







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