FIRST INVESTORS LIFE LEVEL PREMIUM VARIABLE LIF INS SEP AC B
485BPOS, 2000-04-27
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As filed with the Securities and Exchange Commission on April 27, 2000

                                                      Registration No. 2-98410
                                                                      811-4328

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Post-Effective Amendment No. 22 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)

                              William H. Drinkwater
                                    President

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

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


<PAGE>

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

|_|   immediately upon filing pursuant to paragraph (b)

|X|   on April 28, 2000 pursuant to paragraph (b)

|_|   60 days after filing pursuant to paragraph (a)(1)

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

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

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

Approximate Date of Proposed Public Offering: Continuous


<PAGE>

<TABLE>
<CAPTION>
                                 FIRST INVESTORS
                               LIFE LEVEL PREMIUM
                             VARIABLE LIFE INSURANCE

                             RECONCILIATION AND TIE
                             ----------------------

N-8B-2
 Item No.                                       Location
 --------                                       --------

<S>                                             <C>
1-8      Organization and General               Front Cover; Overview, The Policy,
         Information                            Who We Are; Other Information,
                                                Relevance of Financial Statements

9        Material Litigation                    Not Applicable


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

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

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

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

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

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


30       Controlling Persons                    Overview, Who We Are

31-34    Compensation of Officers and           Overview, Who We Are; Our Officers
         Directors of Depositor                 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 Expenses,
         Valuation of Securities of the         Who We Are; Pertinent Provisions of
         Trust                                  the Prospectus of First Investors
                                                Life Series Fund (File No. 2-98409)
                                                incorporated herein by reference

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

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

48-50    Information Concerning the             Other Information
         Trustee or Custodian

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

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

53       Regulated Investment Company           Federal Income Tax Information

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


<PAGE>

[FIRST INVESTORS LOGO]

                               Insured Series Plan

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

THE DATE OF THIS PROSPECTUS IS APRIL 28, 2000.


<PAGE>

                                    CONTENTS*

            LEVEL PREMIUM VARIABLE LIFE INSURANCE POLICIES PROSPECTUS

   OVERVIEW.......................................................2
      The Policy..................................................2
      The Charges and Expenses....................................3
      Who We Are..................................................5
      Risk and Reward Considerations..............................6
   THE POLICY IN DETAIL...........................................6
      Your Premiums...............................................6
      Allocation of Your Net Premium to Investment Options........7
      The Death Benefit...........................................8
      Your Cash Value.............................................9
      Settlement Options..........................................12
      Optional Insurance Riders...................................13
      Other Provisions............................................14
   FEDERAL INCOME TAX INFORMATION.................................16
   OUR OFFICERS AND DIRECTORS.....................................19
   OTHER INFORMATION..............................................21
      Voting Rights...............................................21
      Reservation of Rights.......................................21
      Distribution of Policies....................................22
      Custodian...................................................22
      Reports.....................................................22
      State Regulation............................................22
      Experts.....................................................23
      Relevance of Financial Statements...........................23
   ILLUSTRATIONS OF DEATH BENEFITS,
      CASH VALUES AND ACCUMULATED PREMIUMS........................23
   REPORT OF CERTIFIED PUBLIC ACCOUNTANTS.........................28
   FINANCIAL STATEMENTS OF FIRST INVESTORS LIFE...................29
   REPORT OF CERTIFIED PUBLIC ACCOUNTANTS.........................40
   FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B.....................41












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


<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 28, 2000.


<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  ten  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
  Focused Equity Subaccount              Focused Equity 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 to your  Policy  to  increase  the death
benefit  and  protect  against  the  risk  that you will not be able to make the
premium payments due to your own death or disability.  These optional riders are
described in the section called "Optional Insurance Riders."

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

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


                                       2
<PAGE>

THE CHARGES AND EXPENSES

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


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

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

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

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

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


          Years                    Maximum Percentages
          -----                    -------------------

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


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

    State  Premium Tax Charge.  This charge is 2% of the premium.  Premium taxes
vary from state to state. Two percent (2%) is the average rate we expect to pay.

    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 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,  1999,  we  received a total of
$9,792,586 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  "Deduction of Cost of Insurance  Protection from
Cash Value").

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


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

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


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

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

<TABLE>
<CAPTION>


                                                                TOTAL FUND    FEE WAIVERS
                                    MANAGEMENT      OTHER        OPERATING    AND/OR EXPENSE     NET
                                      FEES(1)    EXPENSES(2)    EXPENSES(3)   ASSUMPTION(1),(2)  EXPENSES(3)
                                      -------    -----------    -----------   -----------------  -----------
<S>                                    <C>            <C>            <C>            <C>           <C>
Blue Chip Fund                          0.75%          0.06%          0.81%          N/A            N/A
Cash Management Fund                    0.75%          0.16%          0.91%          0.21%         0.70%
Discovery Fund                          0.75%          0.08%          0.83%          N/A            N/A
Focused Equity Fund                     0.75%          0.08%          0.83%          N/A            N/A
Government Fund                         0.75%          0.16%          0.91%          0.15%         0.76%
Growth Fund                             0.75%          0.06%          0.81%          N/A            N/A
High Yield Fund                         0.75%          0.07%          0.82%          N/A            N/A
International Securities Fund           0.75%          0.23%          0.98%          N/A            N/A
Investment Grade Fund                   0.75%          0.08%          0.83%          0.15%         0.68%
Utilities Income Fund                   0.75%          0.05%          0.80%          N/A            N/A

</TABLE>

(1)  For the fiscal year ended December 31, 1999, the Adviser waived  Management
     Fees in excess of 0.60% for Cash  Management  Fund,  in excess of 0.60% for
     Government  Fund,  in excess of 0.60% for  Investment  Grade  Fund,  and in
     excess of 0.60% for Utilities  Income Fund.  The Adviser has  contractually
     agreed with Life Series  Fund to waive  Management  Fees in excess of 0.60%
     for Cash  Management  Fund, in excess of 0.60% for Government  Fund, and in
     excess  of 0.60% for  Investment  Grade  Fund for the  fiscal  year  ending
     December 31, 2000.

(2)  For the fiscal year ended  December 31, 1999, the Adviser  assumed  certain
     Other  Expenses  in excess of 0.10% for Cash  Management.  The  Adviser has
     contractually  agreed  with Life Series  Fund to assume  Other  Expenses in
     excess  of  0.10%  for Cash  Management  Fund for the  fiscal  year  ending
     December 31, 2000.

(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
    --------------------

    First Investors Life, 95 Wall Street,  New York, New York 10005 , is a stock
life insurance company  incorporated  under the laws of the State of New York in
1962. We write life insurance,  annuities, and accident and health insurance. We
assume all of the insurance  risks under the Policy,  and our assets support the
Policy's  benefits.  At December 31, 1999, we had over $1.267  billion of assets
and over $3.505 billion of life insurance in force.  (See First Investors Life's
financial statements under "Financial Statements.")

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

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

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

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

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


    Life Series Fund
    ----------------

    Life Series Fund is an open-end  management  investment  company  registered
under the 1940 Act. Life Series Fund consists of 13 separate Funds, ten of which
are available to Policyowners of Separate  Account B. Target Maturity 2007 Fund,
Target  Maturity 2010 Fund and Target  Maturity 2015 Fund are the three Funds of
Life Series Fund that are not available to Policyowners  of Separate  Account B.
The Life Series Fund offers its shares only  through the purchase of a Policy or
a  variable  annuity  contract.  It does not offer its  shares  directly  to the
general public.

    FIMCO is the  investment  adviser  of each Fund.  The  Adviser is a New York
Corporation  located at 95 Wall Street, New York, New York 10005. FIMCO and Life
Series  Fund have  retained  Wellington  Management  Company,  75 State  Street,
Boston,  Massachusetts  02109 to serve as subadviser  ("WMC" or "Subadviser") of
the  International  Securities  Fund and the Growth  Fund,  and  Arnhold  and S.
Bleichroeder, Inc., 1345 Avenue of the Americas, New York, New York 10105 ("ASB"
or  Subadviser")  to serve as the subadviser of the Focused Equity Fund. See the
Life  Series  Fund  Prospectus  for  more  information  about  the  Adviser  and
Subadvisers.


                                       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
make all the required premium payments.

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

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

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


                              THE POLICY IN DETAIL

    The  following  discussion  summarizes  important  provisions  of the Policy
offered by this Prospectus.  The discussion generally assumes that premiums have
been duly paid and there have been no Policy  loans.  The death benefit and cash
value are affected if premiums are not duly paid or if a Policy loan is made.

YOUR PREMIUMS

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

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


                                       6
<PAGE>

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

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

    You will pay the lowest premium by paying annually. When you pay premiums on
other than an annual basis, the aggregate  premium amounts for a Policy year are
higher,  reflecting  charges for loss of  interest  and  additional  billing and
collection  expenses.  The following table illustrates these premium amounts. We
deduct the additional charge from these premiums when we receive them.


                         PREMIUMS ON INSTALLMENT BASIS
                     (AS A PERCENTAGE OF AN ANNUAL PREMIUM)

                                                 AGGREGATE PREMIUMS
       FREQUENCY              EACH PREMIUM        FOR POLICY YEAR
       ---------              ------------       ------------------
       Annual................    100.00%              100.00%
       Semiannual............     51.00               102.00
       Quarterly.............     26.00               104.00
       Pre-authorized Monthly      8.83               105.96


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


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

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

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

    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 PREMIUMS TO INVESTMENT OPTIONS

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

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


                                       7
<PAGE>

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

                          MALE ISSUE         MALE ISSUE       MALE ISSUE
                            AGE 10             AGE 25           AGE 40
BEGINNING                $600 ANNUAL       $1,200 ANNUAL    $1,800 ANNUAL
OF POLICY                 PREMIUM FOR       PREMIUM FOR      PREMIUM FOR
  YEAR                   STANDARD RISK     STANDARD RISK    STANDARD RISK
- ---------                -------------     -------------    -------------

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

THE DEATH BENEFIT

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

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


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

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


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

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

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


                                       8
<PAGE>

    The amount by which your Variable Insurance Amount will increase or decrease
during any policy year is  determined  by dividing the  Differential  Investment
Return (the  Differential Rate of Return times the Investment Base) for a policy
year by the applicable net single premium rate that is specified in your Policy.
Your policy  includes a table of the  applicable  net single  premium  rates per
$1.00 from ages 0 to 99. The net single  premium  increases as the Insured grows
older,  meaning that the Insured will receive less Variable Insurance per dollar
of  Differential  Investment  Return as the Insured grows older.  The net single
premium does not depend upon the risk  classification of a Policy or any changes
in the Insured's health after issue of a Policy.  The net single premium will be
lower for a Policy  that we issue to a female than for a Policy that we issue to
a male of the same age.

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

    The  following  example  illustrates  how the Variable  Insurance  Amount is
calculated.  For this example,  we use the Policy  illustration on page 26 for a
male age 25,  and  assume a 12%  hypothetical  gross  annual  investment  return
(equivalent  to  an  Actual  Rate  of  Return  of  approximately  .103823).  The
calculations are for policy years 6 and 12:

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

(1) Cash Value at End of Prior Year........   $5,535.00     $18,327.00
(2) Net Premium............................    1,056.00       1,056.00
(3) Investment Base at Beginning of
    Current Policy Year: (1)+(2)...........    6,591.00      19,383.00
(4) Differential Rate of Return
    (.103823 - .04)........................     .063823        .063823
(5) Differential Investment Return: (3)x(4)     $420.66      $1,237.08
(6) Net Single Premium at
    End of Current Year....................     0.22416        0.27338
(7) Change in Variable Insurance
    Amount (to nearest dollar):
     (5)(divided by)(6)....................      $1,877         $4,525


    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 $1,601,  and the death  benefit for the end of
Policy year 6 would have been $54,393.



YOUR CASH VALUE

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

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


                                       9
<PAGE>

    Assuming  no  partial  surrenders  or  Policy  Loans  have been  taken,  the
following  example  illustrates how the cash value of a Policy at the end of any
year is calculated.  For this example, we use the Policy illustration for a male
issue  age 25 on  Page  26,  and  we  assume  a 12%  hypothetical  gross  annual
investment  return  (equivalent  to an Actual  Rate of  Return of  approximately
10.3823%).  The  "Investment  Base"  is the  value  of your  investments  on all
Subaccounts you have selected.  In this case, the cash value we show for the end
of Policy  year 5  increases  to the amount we show for the end of Policy year 6
for the Policy, as follows:

    (1) Cash Value at End of Prior Year.....................     $5,535
    (2) Net Premium Paid by You.............................      1,056
    (3) Investment Base at Beginning of Current Policy
         Year 6: (1)+(2).....................................     6,591
    (4) Actual Rate of Return................................   .103823
    (5) Investment Return: (3)x(4)...........................       684
    (6) Benefit Base at End of Policy Year 6: (3)+(5)........     7,275
    (7) Cost of Insurance Protection During Policy Year 6....      (88)
    (8) Cash Value at End of Policy Year 6: (6)-(7)..........     7,187

    We do not  guarantee  that you will have any cash value in your Policy.  The
Policy  offers the  possibility  of  increased  cash value  resulting  from good
investment  performance.  However,  there is no assurance that any increase will
occur.  It is also possible,  due to poor investment  performance,  for the cash
value to decline to the point of having no value or, in fact, a negative  value.
In that case, we would credit  subsequent  net premium  payments and  investment
returns against the negative cash value. You bear all the investment risk.


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

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

    We currently 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.  For  Policies  issued  prior  to  1989,  we use the 1958
Commissioners'  Standard  Ordinary  Mortality  Table  to  compute  the  cost  of
insurance  protection for each Policy and the Commissioners'  1958 Extended Term
Table for mortality rates for extended term insurance.

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


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

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

    On any  Policy  anniversary,  you may also make a partial  surrender  of the
Policy by reducing the premium amount. We permit a partial surrender only if you


                                       10
<PAGE>

(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  you have
selected exceed the assumed rate of 4%. Recall that the death benefit is made up
of two parts:  the Guaranteed  Insurance  Amount and, if positive,  the Variable
Insurance  Amount  (see "The  Guaranteed  Insurance  Amount"  and "The  Variable
Insurance  Amount").  The cash value and the Variable  Insurance Amount, if any,
depend on the Actual Rate of Return of the  Subaccount(s).  Thus, during periods
of favorable  investment  return (an Actual Rate of Return  greater than 4%), an
outstanding  Policy  loan  results in lower  investment  return  than would have
otherwise resulted in the absence of any indebtedness.


                                       11
<PAGE>

    For example,  use the Policy for a male issue age 25 illustrated on Page 26,
and assume a hypothetical 12% 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 $68,747 and $15,462, respectively. The
differences between these amounts and the $69,495 death benefit and $15,653 cash
value that  appear on Page 26 for Policy  year 10 result  because the portion of
the cash value equal to the  indebtedness  does not  reflect the  Subaccount(s)'
Actual Rate of Return of approximately 10.3823%.

    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.


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:


                                       12
<PAGE>

    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
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


                                       13
<PAGE>

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.

    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.


                                       14
<PAGE>

    For example,  use the Policy for a male issue age 25  illustrated on Page 26
and assume the 0% and 12% 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%                  12%
                                      ------              -------
   Cash Value......................  $ 3,992              $ 5,535
   Reduced Paid-up Insurance.......   18,406               25,521
                                     for life             for life
   Extended Term Insurance.........   51,908               55,994
                                    for 25 years         for 29 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.


    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


                                       15
<PAGE>

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.


    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.


                                       16
<PAGE>

    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 of Section 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.

    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


                                       17
<PAGE>

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 your Policy while a loan is  outstanding,  the
amount of the loan will be treated as a partial  surrender.  You should be aware
that if the cash value of your Policy falls below the aggregate  amount of loans
outstanding,  as the result of the  fluctuation  in the value of the  underlying
portfolios or  otherwise,  the entire Policy may  terminate.  In that case,  all
loans will be taxable to the extent they exceed premiums paid.

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

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

    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.

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

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

    The Life  Series  Fund  sells its shares to more than one  separate  account
funding  variable  annuity  contracts  or  variable  life  insurance   policies.
Consequently,  violation  of the  Federal tax laws by another  separate  account
investing in Life Series Fund could cause the Policies  funded through  Separate
Account B to lose their  tax-deferred  status.  Such a result  might cause us to
take remedial action.


                                       18
<PAGE>

    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


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

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

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

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

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

William H.      Director      President since January 2000, First Investors
Drinkwater      and           Life; First Vice President and Chief Actuary,
                President     First Investors Life,  prior thereto.

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

Richard H.      Director      Consultant  since  January  2000;  President,
Gaebler                       First Investors Life, prior thereto.

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

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


                                       19
<PAGE>

                           OUR OFFICERS AND DIRECTORS

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

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

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

Joseph J. Rao      Actuary    Actuary,  First  Investors Life since October
                              1999;  Associate Actuary,  New York Life from
                              October 1998 to October 1999;  Assistant Vice
                              President  and  Actuary,  Mutual  Life of New
                              York, prior thereto.

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

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

Karen T.           Assistant  Assistant  Vice  President  since  May  1999;
Slattery           Vice       Senior  Underwriter,  First  Investors  Life,
                   President  prior thereto

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

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

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

Clark D. Wagner    Director   Chief Investment Officer, FIMCO and Executive
                              Investors  Management  Company,   Inc.;  Vice
                              President,    First   Investors   Multi-State
                              Insured Tax Free Fund,  First  Investors  New
                              York Insured Tax Free Fund,  Inc.,  Executive
                              Investors Trust,  First Investors  Government
                              Fund,  Inc.,  First Investors Series Fund and
                              First Investors Insured Tax Exempt Fund, Inc.


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

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


                                       20
<PAGE>

                               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.


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;


                                       21
<PAGE>

    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

    We sell the Policies  solely through  individuals  who, in addition to being
licensed   insurance   agents   of  First   Investors   Life,   are   registered
representatives  of FIC, which is an affiliate of First Investors Life. FIC is a
registered broker-dealer under the Securities Exchange Act of 1934, and a member
of the National  Association of Securities Dealers.  FIC's executive offices are
located at 95 Wall Street,  New York, NY 10005. 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. For the fiscal years ended December 31, 1997, 1998 and 1999,
FIC received fees of $4,487,918,  $5,121,393 and  $5,555,910,  respectively,  in
connection  with the  distribution of Policies in a continuous  offering.  First
Investors Life has reserved the right to sell the Policies directly.

    We offer  the  Policies  for sale in  Alabama,  Alaska,  Arizona,  Arkansas,
California,  Colorado,  Connecticut,  Delaware,  District of Columbia,  Florida,
Georgia, Iowa, Illinois,  Indiana, Kentucky,  Louisiana,  Maine,  Massachusetts,
Maryland,  Michigan,  Minnesota,  Missouri,  Mississippi,  Nebraska, Nevada, New
Jersey,  New  Mexico,  New  York,  North  Carolina,   Ohio,  Oklahoma,   Oregon,
Pennsylvania,  Rhode Island, South Carolina,  Tennessee,  Texas, Utah, Virginia,
Washington, West Virginia, Wisconsin and Wyoming.


CUSTODIAN

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


REPORTS

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


STATE REGULATION

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

    Our books and accounts are subject to review by the Insurance  Department at
any  time.  The  Department  conducts  a  full  examination  of  our  operations
periodically.  Such  regulation  does not,  however,  involve any supervision of
management or investment  practices or policies  except to determine  compliance
with the requirements of the New York Insurance Law. In addition, we are subject
to regulation  under the insurance laws of other  jurisdictions  in which we may
operate.


                                       22
<PAGE>

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.



                        ILLUSTRATIONS OF DEATH BENEFITS,
                      CASH VALUES AND ACCUMULATED PREMIUMS

    The tables on Pages 25 to 27 illustrate  the way the Policy  operates.  They
show how the death  benefit and the cash value may vary over an extended  period
of years.  The tables are based on assumed annual premiums of $600 for a 10 year
old male,  $1,200 for a 25 year old male, and $1,800 for a 40 year old male. The
tables  assume that  premiums are paid in one lump sum promptly at the beginning
of each year.  The  tables  assume a standard  risk  classification.  The 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%, 6% and 12%.


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

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


For purposes of the illustration, we have assumed:


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

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

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

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

    The assumed  other  expenses of 0.20% exceed the average of the actual other
expenses of all of the Funds combined.  Certain of the Funds had actual expenses
greater than 0.20%. As of December 31, 1999,  International  Securities Fund had


                                       23
<PAGE>

other expenses of 0.23%.

    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%, 6%, and 12% to produce,  on an after
tax basis, the results shown.

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

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

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


                                       24
<PAGE>

<TABLE>
<CAPTION>


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

                             TOTAL             DEATH BENEFIT                 CASH VALUES
END OF                     PREMIUMS     ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS
POLICY       PREMIUM       PAID PLUS      ANNUAL RATES OF RETURN OF    ANNUAL RATES OF RETURN OF
 YEAR          DUE      INTEREST AT 5%        0%       6%      12%          0%       6%      12%
- ---------   ---------   --------------  ---------------------------- ---------------------------
  <S>        <C>         <C>             <C>      <C>     <C>          <C>       <C>     <C>

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

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

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

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

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

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


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

</TABLE>




                                                 25
<PAGE>

<TABLE>
<CAPTION>

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

                             TOTAL             DEATH BENEFIT                   CASH VALUES
END OF                     PREMIUMS     ASSUMING HYPOTHETICAL GROSS    ASSUMING HYPOTHETICAL GROSS
POLICY       PREMIUM       PAID PLUS      ANNUAL RATES OF RETURN OF      ANNUAL RATES OF RETURN OF
  YEAR         DUE      INTEREST AT 5%       0%       6%         12%            0%       6%     12%
- --------    ---------   -------------- ---------  -------   ---------    --------------------------
  <S>      <C>           <C>             <C>      <C>       <C>           <C>       <C>      <C>
  1        $1,200        $  1,260        $51,908  $51,921   $  52,078     $    409  $   439  $  469
  2         1,200           2,583         51,908   51,955      52,558        1,308    1,423   1,542
  3         1,200           3,972         51,908   52,011      53,359        2,197    2,454   2,727
  4         1,200           5,431         51,908   52,088      54,495        3,076    3,532   4,037
  5         1,200           6,962         51,908   52,188      55,994        3,992    4,710   5,535
  6         1,200           8,570         51,908   52,308      57,870        4,897    5,941   7,187
  7         1,200          10,259         51,908   52,450      60,141        5,791    7,226   9,008
  8         1,200          12,032         51,908   52,612      62,823        6,673    8,568  11,014
  9         1,200          13,893         51,908   52,794      65,934        7,544    9,969  13,222

 10         1,200          15,848         51,908   52,996      69,495        8,404   11,430  15,653

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

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

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

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

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

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

</TABLE>


                                                 26
<PAGE>

<TABLE>
<CAPTION>

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

                             TOTAL             DEATH BENEFIT                   CASH VALUES
END OF                     PREMIUMS     ASSUMING HYPOTHETICAL GROSS    ASSUMING HYPOTHETICAL GROSS
POLICY      PREMIUM       PAID PLUS      ANNUAL RATES OF RETURN OF      ANNUAL RATES OF RETURN OF
 YEAR         DUE      INTEREST AT 5%        0%        6%       12%           0%       6%      12%
- --------   ---------   --------------  ------------------------------  ---------------------------
  <S>      <C>           <C>             <C>      <C>        <C>        <C>      <C>       <C>
  1        $1,800        $  1,890        $47,954  $47,968  $ 48,144     $    762 $    817  $   872
  2         1,800           3,874         47,954   48,002    48,621        2,097    2,289    2,488
  3         1,800           5,958         47,954   48,056    49,393        3,406    3,819    4,263
  4         1,800           8,146         47,954   48,129    50,473        4,689    5,409    6,211
  5         1,800          10,443         47,954   48,222    51,886        6,020    7,138    8,431
  6         1,800          12,856         47,954   48,335    53,645        7,328    8,937   10,869
  7         1,800          15,388         47,954   48,467    55,766        8,615   10,809   13,548
  8         1,800          18,048         47,954   48,617    58,266        9,884   12,760   16,491
  9         1,800          20,840         47,954   48,786    61,164       11,137   14,792   19,724
 10         1,800          23,772         47,954   48,973    64,480       12,375   16,911   23,276

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

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

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

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

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

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

</TABLE>


                                                 27
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

    We have audited the  accompanying  balance  sheets of First  Investors  Life
Insurance  Company as of December 31, 1999 and 1998, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1999.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

    In our opinion,  the financial  statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Insurance  Company as of  December  31,  1999 and 1998,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1999, in conformity with generally accepted accounting principles.

                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 18, 2000


<PAGE>

<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                            BALANCE SHEET

                                               ASSETS

                                                                        DECEMBER 31, 1999       DECEMBER 31, 1998
                                                                        -----------------       -----------------

<S>                                                                    <C>                      <C>
Investments (note 2):
  Available-for-sale securities.......................................     $109,081,845            $131,031,939
  Held-to-maturity securities.........................................       31,147,991               5,491,598
  Short term investments..............................................        4,179,510               3,982,209
  Policy loans........................................................       28,640,385              24,961,708
                                                                       ----------------          --------------

     Total investments................................................     173,049,731              165,467,454

Cash .................................................................        (729,147)                 113,094
Premiums and other receivables, net of allowances of
  $30,000 in 1999 and 1998............................................       6,391,696                6,297,635
Accrued investment income.............................................       3,204,950                3,473,067
Deferred policy acquisition costs (note 6)............................      24,607,577               20,873,233
Deferred Federal income taxes (note 7)     ...........................       1,868,000                  473,000
Furniture, fixtures and equipment, at cost, less accumulated
  depreciation of $1,169,049 in 1999 and $1,110,857 in 1998...........          57,966                  102,448
Other assets..........................................................         118,396                   82,822
Separate account assets...............................................   1,058,703,230              821,105,059
                                                                       ---------------            -------------

     Total assets.....................................................  $1,267,272,399           $1,017,987,812
                                                                        ==============           ==============


                                LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:

Policyholder account balances (note 6)................................    $123,677,096             $118,786,854
Claims and other contract liabilities.................................      14,870,396               13,934,636
Accounts payable and accrued liabilities..............................       3,573,113                3,796,503
Separate account liabilities..........................................   1,058,229,265              821,105,059
                                                                        --------------            -------------

     Total liabilities................................................   1,200,349,870              957,623,052
                                                                        --------------            -------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares...............................       2,538,163                2,538,163
Additional paid in capital............................................       6,496,180                6,496,180
Accumulated other comprehensive income (note 2).......................        (908,000)               2,193,000
Retained earnings ....................................................      58,796,186               49,137,417
                                                                      ----------------            -------------

     Total stockholder's equity.......................................      66,922,529               60,364,760
                                                                      ----------------            -------------

     Total liabilities and stockholder's equity.......................  $1,267,272,399           $1,017,987,812
                                                                        ==============           ==============

See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                        FIRST INVESTORS LIFE INSURANCE COMPANY

                                         STATEMENT OF INCOME

                                                            YEAR ENDED          YEAR ENDED         YEAR ENDED
                                                         DECEMBER 31, 1999   DECEMBER 31,1998    DECEMBER 31,1997
                                                         -----------------   ----------------    ----------------
<S>                                                         <C>                 <C>               <C>
REVENUES

  Policyholder fees...................................        $26,171,703         $25,393,372       $24,826,454
  Premiums............................................          5,656,183           6,091,731         6,279,137
  Investment income (note 2)..........................         11,049,520          10,501,572        10,259,601
  Realized gain (loss) on investments.................         (1,190,548)            914,891           158,874
  Other income........................................            818,604             893,181           702,644
                                                           --------------       -------------     -------------

     Total income.....................................        42,505,462          43,794,747         42,226,710
                                                            ------------         -----------        -----------
BENEFITS AND EXPENSES
  Benefits and increases in contract liabilities......        10,571,181          13,803,921         14,370,510
  Dividends to policyholders..........................         1,390,300           1,749,579          1,033,663
  Amortization of deferred acquisition costs (note 6).           969,205           1,005,483            663,200
  Commissions and general expenses....................        14,848,007          15,553,605         15,445,888
                                                            ------------         -----------        -----------

     Total benefits and expenses......................        27,778,693          32,112,588         31,513,261
                                                            ------------         ------------       -----------

Income before Federal income tax .....................        14,726,769          11,682,159         10,713,449

Federal income tax (note 7):

  Current.............................................         4,865,000           3,682,000          4,285,000
  Deferred............................................           203,000             265,000           (603,000)
                                                             -----------        ------------        -----------

                                                               5,068,000           3,947,000          3,682,000
                                                            ------------        ------------        -----------


Net Income............................................      $  9,658,769        $  7,735,159        $ 7,031,449
                                                            ============        ============        ===========

Income per share, based on 534,350 shares outstanding
                                                                  $18.08              $14.48             $13.16
                                                            ============       =============        ===========

See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                  STATEMENT OF STOCKHOLDER'S EQUITY

                                                           YEAR ENDED           YEAR ENDED         YEAR ENDED
                                                       DECEMBER 31,1999      DECEMBER 31,1998   DECEMBER 31, 1997
                                                       ----------------      ----------------   -----------------
<S>                                                       <C>                  <C>                 <C>
Balance at beginning of year.............................  $60,364,760          $ 52,044,601        $ 44,049,152
                                                           -----------          ------------        ------------
Net income...............................................    9,658,769             7,735,159           7,031,449
Other comprehensive income
  Increase (decrease) in unrealized holding gains on
  available-for-sale securities..........................   (3,101,000)              585,000             964,000
                                                         -------------        --------------      --------------
Comprehensive income.....................................    6,557,769             8,320,159           7,995,449
                                                         -------------        --------------      --------------

Balance at end of year................................... $ 66,922,529          $ 60,364,760        $ 52,044,601
                                                          ============          ============        ============


                                       STATEMENT OF CASH FLOWS

                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED

                                                        DECEMBER 31, 1999   DECEMBER 31, 1998   DECEMBER 31,1997
                                                        -----------------   -----------------   ----------------
Increase (decrease) in cash:
  Cash flows from operating activities:
     Policyholder fees received..........................$  25,827,717         $ 25,010,611       $  24,587,113
     Premiums received...................................    5,931,178            5,433,211           6,088,582
     Amounts received on policyholder accounts...........  124,375,574          132,528,386         125,818,334
     Investment income received..........................   11,726,193           10,630,564          10,263,095
     Other receipts......................................       73,652               91,864              57,287
     Benefits and contract liabilities paid.............. (129,416,853)        (142,124,914)       (138,420,373)
     Commissions and general expenses paid...............  (24,060,176)         (24,138,476)        (20,899,476)
                                                         -------------       --------------      --------------

     Net cash provided by operating activities...........   14,457,285            7,431,246           7,494,562
                                                         --------------      --------------      --------------

  Cash flows from investing activities:

     Proceeds from sale of investment securities.........   47,855,224           42,655,632          38,900,851
     Purchase of investment securities...................  (58,962,363)         (47,605,879)        (44,021,791)
     Purchase of furniture, equipment and other assets...      (13,710)             (79,322)            (62,170)
     Net increase in policy loans........................   (3,678,677)          (3,433,898)         (2,662,162)
     Investment in Separate Account .....................     (500,000)                 100             593,945
                                                         --------------      --------------        ------------

     Net cash used for investing activities..............  (15,299,526)          (8,463,367)         (7,251,327)
                                                         --------------      --------------       -------------

     Net increase (decrease) in cash.....................     (842,241)          (1,032,121)            243,235

Cash

  Beginning of year .....................................      113,094            1,145,215             901,980
                                                         -------------        -------------          ----------
  End of year ...........................................$    (729,147)       $     113,094      $    1,145,215
                                                         =============        =============      ==============

The Company  received a refund of Federal  income tax of $79,000 in 1997 and paid Federal income tax
of $5,075,000 in 1999, $4,400,000 in 1998 and $4,358,000 in 1997.

See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                                       STATEMENT OF CASH FLOWS

                                                           YEAR ENDED          YEAR ENDED          YEAR ENDED
                                                        DECEMBER 31, 1999   DECEMBER 31, 1998   DECEMBER 31, 1997
                                                        -----------------   -----------------   -----------------
<S>                                                         <C>               <C>                 <C>
Reconciliation of net income to net cash
  provided by operating activities:

         Net income........................................  $ 9,658,769       $ 7,735,159         $ 7,031,449

         Adjustments to reconcile net income to net cash
            provided by operating activities:
            Depreciation and amortization..................       66,281            82,342             117,804
            Amortization of deferred policy acquisition costs    969,205         1,005,483             663,200
            Realized investment (gains) losses.............    1,190,548          (914,891)           (158,874)
            Amortization of premiums and discounts on
              investments..................................      408,556           421,135             280,852
            Deferred Federal income taxes..................      203,000           265,000            (603,000)
            Other items not requiring cash - net...........       25,470              (660)              9,771

         (Increase) decrease in:
            Premiums and other receivables, net............      (94,061)       (1,548,536)           (750,889)
            Accrued investment income......................      268,117          (292,143)           (277,358)
            Deferred policy acquisition costs, exclusive
              of amortization..............................   (3,797,549)       (3,613,000)         (1,866,787)
            Other assets...................................      (43,663)           29,133               9,323

         Increase (decrease) in:
            Policyholder account balances..................    4,890,242         3,505,536           1,985,844
            Claims and other contract liabilities..........      935,760         1,386,540             357,815
            Accounts payable and accrued liabilities.......     (223,390)         (629,852)            695,412
                                                            ------------      ------------        ------------

                                                            $ 14,457,285       $ 7,431,246         $ 7,494,562
                                                            ============       ===========         ===========

See accompanying notes to financial statements.

</TABLE>


<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF FINANCIAL STATEMENTS

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

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

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

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

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

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

NOTE 2 -- OTHER SIGNIFICANT ACCOUNTING PRACTICES

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

      (b)  DEPRECIATION.  Depreciation is computed on the useful service life of
the depreciable  asset using the straight line method of depreciation over three
to seven years.

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

      HELD-TO-MATURITY SECURITIES

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

      AVAILABLE-FOR-SALE SECURITIES

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

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

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

<TABLE>
<CAPTION>
                                                          YEAR ENDED          YEAR ENDED            YEAR ENDED
                                                      DECEMBER 31,1999     DECEMBER 31, 1998     DECEMBER 31,1997
                                                      ----------------     -----------------     ----------------
<S>                                                        <C>                 <C>                 <C>
Interest on fixed maturities.............................  $ 9,589,859         $ 9,276,036         $ 9,029,979
Interest on short term investments.......................      243,945             226,544             307,656
Interest on policy loans.................................    1,714,441           1,465,497           1,268,834
                                                          ------------       -------------        ------------

     Total investment income.............................   11,548,245          10,968,077          10,606,469
     Investment expense..................................      498,725             466,505             346,868
                                                         --------------      -------------       -------------

Net investment income....................................  $11,049,520        $ 10,501,572        $ 10,259,601
                                                           ===========        ============        ============

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                               FIRST INVESTORS LIFE INSURANCE COMPANY

                              NOTES TO FINANCIAL STATEMENTS (CONTINUED)

  The amortized cost and estimated market values of investments at December 31, 1999 and 1998 are as
follows:
                                                                     GROSS             GROSS           ESTIMATED
                                                AMORTIZED          UNREALIZED        UNREALIZED          MARKET
                                                  COST               GAINS            LOSSES             VALUE
                                                  ----               -----            ------             -----
<S>                                            <C>            <C>               <C>               <C>
AVAILABLE-FOR-SALE SECURITIES
DECEMBER 31, 1999

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies...............................  $ 35,374,157   $           --    $     297,674     $  35,076,483
  Debt Securities issued by
   States of the U.S..........................       984,941               --           78,161           906,780
  Corporate Debt Securities...................    69,097,105          209,641        1,899,219        67,407,527
  Other Debt Securities ......................     5,966,094               --          275,039         5,691,055
                                              --------------    -------------    -------------   ---------------
                                                $111,422,297       $  209,641     $  2,550,093      $109,081,845
                                                ============       ==========     ============      ============

DECEMBER 31,1998

  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies............................... $  28,353,391   $    1,703,441      $       912      $ 30,055,920
  Debt Securities issued by
   States of the U.S..........................    13,964,587          261,109            8,696        14,217,000
  Corporate Debt Securities...................    77,938,088        2,148,113          378,682        79,707,519
  Other Debt Securities.......................     6,676,873          374,627               --         7,051,500
                                              --------------    -------------   --------------   ---------------
                                                $126,932,939      $ 4,487,290     $    388,290      $131,031,939
                                                ============      ===========     ============      ============

</TABLE>

   At December  31, 1999 and 1998,  the Company had  "Unrealized  Holding  Gains
(Losses) on Available-For-Sale  Securities" of ($908,000) and $2,193,000, net of
applicable deferred income taxes and amortization of deferred acquisition costs.
The change in the Unrealized  Holding Gains (Losses) of  ($3,101,000),  $585,000
and  $964,000  for  1999,  1998 and  1997,  respectively  is  reported  as other
comprehensive income in stockholders' equity. During the year ended December 31,
1999,  the Company  reclassified  certain  investments  from  Available-For-Sale
securities   to   Held-To-Maturity    securities.   In   connection   with   the
reclassification,  $834,455 of unrealized  gains on such securities are included
in Accumulated Other Comprehensive  Income in Stockholder's  Equity and is being
amortized over the remaining life of the securities as an adjustment to yield.

<TABLE>
<CAPTION>

HELD-TO-MATURITY SECURITIES
DECEMBER 31,1999
<S>                                            <C>               <C>           <C>                <C>
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies*..............................  $  3,336,121      $    68,367   $        7,222     $   3,397,266
  Debt Securities issued by
   States of the U.S..........................    15,578,482               --        1,896,633        13,681,849
  Corporate Debt Securities...................     7,171,138               --          755,842         6,415,296
  Other Debt Securities.......................     5,062,250               --          632,074         4,430,176
                                              --------------   --------------       ----------      ------------
                                               $  31,147,991      $    68,367   $    3,291,771      $ 27,924,587
                                               =============      ===========      ===========      ============

DECEMBER 31,1998

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

</TABLE>

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


<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1999, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                       HELD TO MATURITY               AVAILABLE FOR SALE
                                                       ----------------               ------------------

                                                AMORTIZED        ESTIMATED         AMORTIZED       ESTIMATED
                                                  COST         MARKET VALUE         COST          MARKET VALUE
- --------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>             <C>               <C>
Due in one year or less.......................$    100,000    $     100,000   $    9,263,507    $    9,067,102
Due after one year through five years.........   3,346,121        3,407,266       23,841,639        23,782,165
Due after five years through ten years........   1,098,443          979,037       41,461,579        40,105,851
Due after ten years...........................  26,603,427       23,438,284       36,855,572        36,126,727
                                              ------------     ------------   ---------------   --------------
                                               $31,147,991      $27,924,587     $111,422,297      $109,081,845
                                               ===========      ===========     ============      ============

</TABLE>

    Proceeds from sales of investments  in fixed  maturities  were  $47,855,224,
$42,655,632 and $38,900,851 in 1999, 1998 and 1997, respectively. Gross gains of
$422,254 and gross losses of  $1,612,802  were  realized on those sales in 1999.
Gross gains of $977,442 and gross losses of $62,551 were realized on those sales
in 1998.  Gross gains of $374,583 and gross losses of $215,709  were realized on
those sales in 1997.

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

        TRADITIONAL ORDINARY LIFE AND HEALTH

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

        UNIVERSAL LIFE AND VARIABLE LIFE

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

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

        ANNUITIES

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

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


<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

Note 3 -- Fair Value of Financial Instruments

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

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

NOTE 4 -- RETIREMENT PLANS

    The Company  participates in a non-contributory  profit sharing plan for the
benefit of its employees  and those of other  wholly-owned  subsidiaries  of its
parent. The Plan provides for retirement  benefits based upon earnings.  Vesting
of  benefits is based upon years of service.  For the years ended  December  31,
1999,  1998 and 1997,  the Company  charged  operations  approximately  $74,000,
$79,000 and $70,000 respectively for its portion of the contribution.

    The Company also has a  non-contributory  retirement plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$478,000 in 1999,  $475,000 in 1998 and $419,000 in 1997. The accrued  liability
of  approximately  $3,406,000 in 1999 and  $3,251,000 in 1998 was  sufficient to
cover the value of benefits provided by the plan.

    In addition,  the Company participates in a 401(k) savings plan covering all
of its eligible  employees and those of other  wholly-owned  subsidiaries of its
parent  whereby  employees  may  voluntarily  contribute a  percentage  of their
compensation with the Company matching a portion of the contributions of certain
employees. Contributions to this plan were not material.

NOTE 5 -- COMMITMENTS AND CONTINGENT LIABILITIES

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

    (a) The Company's maximum retention on any one life is $100,000. The Company
reinsures a portion of its risk with other insurance  companies and reserves are
reduced by the amount of  reserves  for such  reinsured  risks.  The  Company is
liable for any obligations  that any reinsurance  company may be unable to meet.
The Company had reinsured  approximately  10% of its net life insurance in force
at December 31, 1999,  1998 and 1997.  The Company also had assumed  reinsurance
amounting to  approximately  19%, 20% and 20% of its net life insurance in force
at the respective year ends. None of these  transactions had any material effect
on the Company's operating results.


<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

    (b) The Company and certain  affiliates share office space,  data processing
facilities and management  personnel.  Charges for these services are based upon
the Company's  proportionate share of: space occupied,  usage of data processing
facilities and time allocated to management. During the years ended December 31,
1999, 1998 and 1997, the Company paid approximately  $1,610,000,  $1,440,000 and
$1,114,000,   respectively,   for  these  services.  In  addition,  the  Company
reimbursed  an  affiliate  approximately  $10,501,000  in 1999,  $10,799,000  in
1998,and  $9,814,000  in  1997  for  commissions  relating  to the  sale  of its
products.

         The Company maintains a checking account with a financial  institution,
which is also a  wholly-owned  subsidiary  of its  parent.  The  balance in this
account was approximately $443,000 at December 31, 1999 and $387,000 at December
31, 1998.

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

NOTE 6 -- ADJUSTMENTS MADE TO STATUTORY ACCOUNTING PRACTICES

  Note 1 describes some of the common  differences  between statutory  practices
and generally accepted accounting  principles.  The effects of these differences
for the years ended December 31, 1999,  1998 and 1997 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

<TABLE>
<CAPTION>
                                                           NET INCOME                         CAPITAL SHARES AND SURPLUS
                                                      YEAR ENDED DECEMBER 31                       AT DECEMBER 31
                                           ------------------------------------------   -----------------------------------------
                                                1999          1998            1997           1999           1998         1997
                                           -------------  ------------   ------------   ------------    -----------   -----------
<S>                                       <C>            <C>            <C>            <C>            <C>           <C>
Reported on a statutory basis ...........  $  8,813,513   $  6,191,762   $  5,809,629   $ 45,872,816   $ 37,991,708   $ 32,159,721
                                           ------------   ------------   ------------   ------------   ------------   ------------

Adjustments:
   Deferred policy acquisition costs (b)      2,828,344      2,607,517        351,239     24,607,577     20,873,233     18,446,716
   Future policy benefits (a) ...........      (901,121)    (1,259,673)       133,848     (5,161,385)    (4,260,262)    (3,000,589)
   Deferred income taxes ................      (203,000)      (265,000)       603,000      1,868,000        473,000      1,039,000
   Premiums due and deferred (e) ........       102,955         85,385         84,291     (1,086,477)    (1,189,428)    (1,274,816)
   Cost of collection and other statutory
      liabilities .......................        (4,228)        (6,185)          (924)        25,648         29,874         36,060
   Non-admitted assets ..................          --             --             --          236,793        218,959        224,411
   Asset valuation reserve ..............          --             --             --        2,065,557      1,691,873      1,325,986
   Interest maintenance reserve .........      (192,495)      (223,136)       (55,019)          --          436,803         56,112
   Gross unrealized holding gains on
      available-for-sale securities .....          --             --             --       (1,506,000)     4,099,000      3,032,000
   Net realized capital gains (losses) ..    (1,190,548)       914,891        158,874           --             --             --
   Other ................................       405,349       (310,402)       (53,489)          --             --             --
                                           ------------   ------------   ------------   ------------   ------------   ------------
                                                845,256      1,543,397      1,221,820     21,049,713     22,373,052     19,884,880
                                           ------------   ------------   ------------   ------------   ------------   ------------

In accordance with generally accepted
   accounting principles ................  $  9,658,769   $  7,735,159   $  7,031,449   $ 66,922,529   $ 60,364,760   $ 52,044,601
                                           ============   ============   ============   ============   ============   ============

Per share, based on 534,350 shares
   outstanding ..........................  $      18.08   $      14.48   $      13.16   $     125.24   $     112.97   $      97.40
                                           ============   ============   ============   ============   ============   ============
</TABLE>


<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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

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

<TABLE>
<CAPTION>

             DISTRIBUTION OF LIABILITIES*                                     BASIS OF ASSUMPTIONS
- -------------------------------------------------------------------------------------------------------------

                                       YEARS
      1999             1998          OF ISSUE              INTEREST                    MORTALITY TABLE                   WITHDRAWAL
      ----             ----          --------              --------                    ---------------                   ----------
<S>                 <C>           <C>                      <C>            <C>                                            <C>
Non-par:
    $1,314,871       $ 1,458,458   1962-1967                4 1/2%         1955-60 Basic Select plus Ultimate             Linton B
     4,852,177         5,021,949   1968-1988                5 1/2%         1955-60 Basic Select plus Ultimate             Linton B
     2,093,102         2,403,257   1984-1988                7 1/2%         85% of 1965-70 Basic Select                    Modified
                                                                             plus Ultimate                                Linton B
       130,064           116,030   1989-Present             7 1/2%         1975-80 Basic Select plus Ultimate             Linton B
       118,686            63,482   1989-Present             7 1/2%         1975-80 Basic Select plus Ultimate             Actual
        25,240            26,682   1989-Present             8%             1975-80 Basic Select plus Ultimate             Actual
    33,668,196        33,158,902   1985-Present             6%             Accumulation of Funds                          --
Par:
       220,214           216,096   1966-1967                4 1/2%         1955-60 Basic Select plus Ultimate             Linton A
    12,886,598        13,141,191   1968-1988                5 1/2%         1955-60 Basic Select plus Ultimate             Linton A
       956,577           907,950   1981-1984                7 1/4%         90% of 1965-70 Basic Select
                                                                             plus Ultimate                                Linton B
     4,864,140         4,791,142   1983-1988                9 1/2%         80% of 1965-70 Basic Select
                                                                             plus Ultimate                                Linton B
    19,211,131        17,805,284   1990-Present             8%             66% of 1975-80 Basic Select
                                                                             plus Ultimate                                Linton B
Annuities:
    14,360,260        16,075,327   1976-Present             5 1/2%         Accumulation of Funds                          --
Miscellaneous:
    29,724,170        24,418,452   1962-Present             2 1/2%-3 1/2%  1958-CSO                                       None

</TABLE>

- ------------------
* The above  amounts are before  deduction  of deferred  premiums of $748,330 in
1999 and $817,348 in 1998.

    (b) The costs of acquiring new business, principally commissions and related
agency  expenses,  and  certain  costs  of  issuing  policies,  such as  medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions that were used for computing liabilities for future policy benefits.
Amortization  of $969,205 in 1999,  $1,005,483  in 1998 and $663,200 in 1997 was
charged to operations.

    (c)  Participating  business  represented  7.9% and 8.8% of individual  life
insurance in force at December 31, 1999 and 1998, respectively.

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

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

    (d) New York State  insurance  law  prohibits  the payment of  dividends  to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was $36,088,375,  $28,207,166 and $22,374,879 at December
31, 1999, 1998 and 1997, respectively.

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


<PAGE>

                     FIRST INVESTORS LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- FEDERAL INCOME TAXES

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

    Retained earnings at December 31, 1999 included approximately $146,000 which
is defined as "policyholders'  surplus" and may be subject to Federal income tax
at  ordinary  corporate  rates  under  certain  future   conditions,   including
distributions to stockholders.

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

<TABLE>
<CAPTION>
                                                                                           1999                   1998
                                                                                     ------------------    -------------------
<S>                                                                                    <C>                   <C>
Policyholder dividend provision....................................................     $   (471,717)         $      (448,300)
Non-qualified agents' pension plan reserve.........................................       (1,306,579)              (1,262,900)
Deferred policy acquisition costs..................................................        3,535,251                2,956,800
Future policy benefits.............................................................       (3,042,310)              (2,835,100)
Bond discount......................................................................           47,677                   35,900
Unrealized holding gains (losses) on Available-For-Sale Securities.................         (468,000)               1,130,000
Capital loss carryover.............................................................         (100,759)                       -
Other..............................................................................          (61,563)                 (49,400)
                                                                                      ---------------       ------------------
                                                                                      $   (1,868,000)          $     (473,000)
                                                                                      ===============          ===============

</TABLE>

    The currently payable Federal Income tax provision of $4,865,000 for 1999 is
net of a $311,000 Federal tax benefit resulting from a capital loss carryback of
$914,891.


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

         We have  audited  the  statement  of assets  and  liabilities  of First
Investors  Life Level  Premium  Variable Life  Insurance (a separate  account of
First Investors Life Insurance  Company,  registered as a unit investment  trust
under the  Investment  Company Act of 1940),  as of December 31,  1999,  and the
related  statement  of  operations  for the year then  ended and  changes in net
assets  for each of the two years in the  period  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of First Investors Life
Level Premium  Variable Life  Insurance as of December 31, 1999, and the results
of its  operations for the year then ended and the changes in its net assets for
each of the two years in the period then ended,  in  conformity  with  generally
accepted accounting principles.

                                                            TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
February 18, 2000


<PAGE>

                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF ASSETS AND LIABILITIES

                                DECEMBER 31, 1999
                                -----------------

ASSETS

  Investments at net asset value (Note 3):

    First Investors Life Series Fund..............................  $280,360,092

LIABILITIES

    Payable to First Investors Life Insurance Company.............     3,391,554
                                                                    ------------

NET ASSETS.......................................................   $276,968,538
                                                                    ============

Net assets represented by Contracts..............................   $276,968,538
                                                                    ============


                             STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1999
                          ----------------------------

INVESTMENT INCOME
  Income:
    Dividends....................................................   $  7,858,303
                                                                   -------------

        Total income.............................................      7,858,303
                                                                   -------------

  Expenses:
    Cost of insurance charges (Note 4)...........................      4,118,808
    Mortality and expense risks (Note 4).........................      1,185,762
                                                                   -------------

        Total expenses...........................................      5,304,570
                                                                   -------------

NET INVESTMENT INCOME............................................      2,553,733
                                                                   -------------

UNREALIZED APPRECIATION ON INVESTMENTS
  Beginning of year...............................................    62,632,266
  End of year.....................................................   106,362,120
                                                                    ------------

Change in unrealized appreciation on investments..................    43,729,854
                                                                   -------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..............  $ 46,283,587
                                                                    ============


See accompanying notes to financial statements.


<PAGE>

                              FIRST INVESTORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                       STATEMENT OF CHANGES IN NET ASSETS

                            YEARS ENDED DECEMBER 31,
                            ------------------------
<TABLE>
<CAPTION>


                                                                                   1999             1998
                                                                               ------------     -------------
<S>                                                                            <C>             <C>
Increase (Decrease) in Net Assets
  From Operations
      Net investment income.................................................   $   2,553,733    $   6,705,358
      Change in unrealized appreciation on investments......................      43,729,854       14,328,720
                                                                               -------------    -------------

      Net increase in net assets resulting from operations..................      46,283,587       21,034,078
                                                                               --------------   -------------

    From Unit Transactions

      Net insurance premiums................................................      35,997,842       32,896,170
      Contract payments.....................................................     (16,327,378)     (15,071,523)
                                                                               --------------  --------------

      Net increase in net assets derived from unit transactions.............      19,670,464       17,824,647
                                                                               --------------  --------------

      Net increase in net assets............................................      65,954,051       38,858,725

Net Assets

    Beginning of year.......................................................     211,014,487      172,155,762
                                                                               -------------    -------------
    End of year.............................................................    $276,968,538     $211,014,487
                                                                                ============     ============

</TABLE>

See accompanying notes to financial statements.


<PAGE>

                               FIRST INVETORS LIFE
                      LEVEL PREMIUM VARIABLE LIFE INSURANCE

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

Note 1 -- ORGANIZATION
          ------------

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

Note 2 -- SIGNIFICANT ACCOUNTING POLICIES
          -------------------------------

      INVESTMENTS

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

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

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

Note 3 -- INVESTMENTS
          -----------
<TABLE>
<CAPTION>

      Investments consist of the following:
                                                                       Net Asset       Market
                                                         Shares          Value         Value           Cost
                                                       ---------         -----        --------      ----------
<S>                                                    <C>            <C>           <C>             <C>
First Investors Life
  Series Fund
    Cash Management..................................   1,668,629      $ 1.00       $ 1,668,629     $ 1,668,629
    High Yield.......................................   3,225,972       11.19        36,091,945      34,663,029
    Growth...........................................   1,611,142       43.06        69,379,797      35,229,011
    Discovery........................................   1,527,667       33.96        51,877,540      33,202,460
    Blue Chip........................................   1,982,390       32.14        63,711,726      33,436,054
    International Securities.........................   1,868,268       24.62        45,993,598      26,333,309
    Focused Equity...................................      24,566       10.25           251,881         244,079
    Government.......................................     112,880        9.92         1,119,790       1,158,447
    Investment Grade.................................     235,586       10.97         2,584,782       2,520,805
    Utility Income...................................     437,698       17.55         7,680,404       5,542,148
                                                                                 --------------  --------------
                                                                                   $280,360,092    $173,997,971

</TABLE>

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

Note 4 -- MORTALITY AND EXPENSE RISKS AND DEDUCTIONS
          ------------------------------------------

      In  consideration  for its  assumption  of the mortality and expense risks
connected  with the Variable Life  Contracts,  FIL deducts an amount equal on an
annual  basis to .50% of the daily net asset  value of  Separate  Account B. The
deduction for the year ended December 31, 1999 was $1,185,762.

      A  monthly  charge  is also  made to  Separate  Account  B for the cost of
insurance protection. This amount varies with the age and sex of the insured and
the net  amount of  insurance  at risk.  For  further  discussion,  see "Cost of
Insurance  Protection" in the  Prospectus.  For the year ended December 31, 1999
cost of insurance charges amounted to $4,118,808.


<PAGE>





































                             [FIRST INVESTORS LOGO]

                                 95 Wall Street

                            New York, New York 10005

                                 (212) 858-8200


<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.

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


<PAGE>

   The facing page.

   Reconciliation and Tie.

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

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

   Representation Regarding Reasonableness of Fees and Charges.

   The signatures.

   Written consents of the following persons:

            Tait, Weller & Baker.  (Filed herewith.)
   The following Exhibits:


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

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

              2.              Not Applicable.

              3(a).           Underwriting Agreement. /1/

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

              3(c).           Commission schedule. /1/

              4.              Not Applicable.

              5.              Specimen Variable Life Insurance Policy. /1/

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

              7.              See (5) above.

              8.              Not Applicable.

              9.              Not Applicable.

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


<PAGE>

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

3.    Not Applicable.

4.    Not Applicable.

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

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

7.    Powers of Attorney. /1/

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


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

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

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


<PAGE>

SIGNATURES
- ----------

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
Registrant, First Investors Life Level Premium Variable Life Insurance (Separate
Account  B),  represents  that this  Amendment  meets all the  requirements  for
effectiveness  pursuant to Rule 485(b) under the Securities Act of 1933, and has
duly  caused  this  Amendment  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  and its seal to be hereinafter affixed and attested,
all in the City of New York,  and  State of New York,  on the 20th day of April,
2000.

                                       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
ATTEST:                                      Registrant
                                             and itself)

/S/ ADA M SUCHOW                       By /S/ WILLIAM H. DRINKWATER
- ----------------                          -------------------------
Ada M Suchow,                             William H. Drinkwater,
Assistant Secretary                       President


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

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

/S/ WILLIAM H. DRINKWATER       President                 April 20, 2000
- -------------------------
William H. Drinkwater           and Director


/S/ WILLIAM M. LIPKUS           Vice President and        April 20, 2000
- ---------------------
William M. Lipkus               Chief Financial
                                Officer


<PAGE>



/S/ GLENN O. HEAD
- -----------------
Glenn O. Head               Chairman and Director         April 20, 2000
Richard H. Gaebler*         Director                      April 20, 2000
Jay G. Baris*               Director                      April 20, 2000
Scott Hodes*                Director                      April 20, 2000
Jackson Ream*               Director                      April 20, 2000
Nelson Schaenen Jr.*        Director                      April 20, 2000
John T. Sullivan*           Director                      April 20, 2000
Kathryn S. Head*            Director                      April 20, 2000
Glenn T. Dallas*            Director                      April 20, 2000
/S/ CLARK D. WAGNER
- -------------------
Clark D. Wagner             Director                      April 20, 2000




* By:/S/ GLENN O. HEAD
     -----------------
     Glenn O. Head
     Attorney-In-Fact
     Pursuant to Powers of
     Attorney previously filed


                                                                       EXHIBIT 6
                                                                       ---------


                              TAIT, WELLER & BAKER
                          CERTIFIED PUBLIC ACCOUNTANTS


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


      We hereby  consent to the use in  Post-Effective  Amendment  No. 22 to the
Registration  Statement  on Form S-6  (File No.  2-98410)  of our  report  dated
February  18, 2000  relating to the December 31, 1999  financial  statements  of
First Investors Life Level Premium Variable Life Insurance  (Separate Account B)
and our report  dated  February  18,  2000  relating  to the  December  31, 1999
financial  statements  of First  Investors  Life  Insurance  Company,  which are
included in said Registration Statement.

                                          /s/ TAIT, WELLER & BAKER
                                          TAIT, WELLER & BAKER


Philadelphia, Pennsylvania
April 19, 2000



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