FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C, 485BPOS, 1996-04-25

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
485BPOS, 1996-04-25

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As filed with the Securities and Exchange Commission on April 25, 1996

Registration No. 33-33419
811-6130
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 8

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

Amendment No. 10

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
(Exact Name of Registrant)

FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

95 Wall Street, New York, New York 10005
(Address of Depositor's Principal Executive Offices)

(212) 858-8200
(Depositor's Telephone Number, including Area Code)

Richard H. Gaebler, President
FIRST INVESTORS LIFE INSURANCE COMPANY
95 Wall Street
New York, New York 10005
(Name and Address of Agent For Service)

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

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

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

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C

CROSS-REFERENCE SHEET

N-4 Item No. Location
- ------------ --------

PART A: PROSPECTUS

1 Cover Page............................. Cover Page
2. Definitions............................ Glossary of Special
Terms

3. Synopsis............................... Fee Table
4. Condensed Financial Information........ Condensed Financial
Information

5. General Description of Registrant,

Depositor, and Portfolio Companies..... General Description

6. Deductions and Expenses................ Purchases, Deductions,
Charges and Expenses
7. General Description of Variable

Annuity Contracts...................... Variable Annuity Contracts
8. Annuity Period......................... Variable Annuity Contracts
9. Death Benefit.......................... Variable Annuity Contracts
10. Purchases and Contract Value........... Purchases, Deductions,
Charges and Expenses;
Variable Annuity Contracts
11. Redemptions............................ Variable Annuity Contracts
12. Taxes.................................. Federal Income Tax Status
13. Legal Proceedings...................... Not Applicable
14. Table of Contents of the Statement
of Additional Information.............. Table of Contents of the
Statement of Additional
Information

PART B: STATEMENT OF ADDITIONAL INFORMATION

15. Cover Page............................. Cover Page
16. Table of Contents...................... Table Of Contents
17. General Information and History........ General Description; Other
Information

18. Services............................... Services
19. Purchase of Securities Being Offered... Purchase of Securities
20. Underwriters........................... Services
21. Calculation of Performance Data........ Performance Information
22. Annuity Payments....................... Annuity Payments
23. Financial Statements................... Relevance of Financial
Statements; Financial
Statements

PART C: OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate item so numbered, in Part C hereof.

<PAGE>

First Investors Life Variable Annuity Fund C
Individual Variable Annuity Contracts
Offered By
First Investors Life Insurance Company
95 Wall Street, New York, New York 10005/(212) 858-8200

This Prospectus describes the Variable Annuity Contracts (the "Contracts")
offered by First Investors Life Insurance Company ("First Investors Life") for
(a) nonqualified retirement programs and deferred compensation plans and (b) the
following retirement plans qualified for special tax treatment under the
Internal Revenue Code of 1986, as amended: (1) individual retirement annuities
and (2) qualified corporate employee pension and profit-sharing plans. The
Contracts offered are deferred annuity contracts under which annuity payments
will begin on a selected future date. A penalty may be assessed on early
withdrawals (see "Federal Income Tax Status"). The Contracts contain a 10-day
revocation right (see "Variable Annuity Contracts--Ten-Day Revocation Right").
The Contracts provide for the accumulation of values on a variable basis.
Payment of annuity benefits will be on a variable basis, unless a fixed basis or
a combination of variable and fixed bases is selected by the Contractowner.
Unless otherwise stated, this Prospectus describes only the variable aspects of
the Contracts. The Contracts contain information on the fixed aspects.

Contractowners' purchase payments less certain deductions ("net purchase
payments") are paid into a unit investment trust, First Investors Life Variable
Annuity Fund C ("Separate Account C"). A Contractowner elects to have his or her
net purchase payments paid into any one or more of the eleven subaccounts of
Separate Account C (the "Subaccounts"). The assets of each Subaccount are
invested at net asset value in shares of the related series of First Investors
Life Series Fund (the "Life Series Fund"), an open-end, diversified management
investment company.

This Prospectus sets forth the information about Separate Account C that a
prospective investor should know before investing and should be kept for future
reference. A Statement of Additional Information, dated April 29, 1996, has been
filed with the Securities and Exchange Commission and is incorporated herein by
reference in its entirety. (See page 22 of this Prospectus for the Table of
Contents of the Statement of Additional Information.) The Statement of
Additional Information is available at no charge upon request to First Investors
Life at the address or telephone number indicated above.

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

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

The date of this Prospectus is April 29, 1996

<PAGE>

GLOSSARY OF SPECIAL TERMS

Accumulated Value - The value of all the Accumulation Units credited to the
Contract.

Accumulation Period - The period between the date of issue of a Contract
and the Annuity Commencement Date.

Accumulation Unit - A unit used to measure the value of a Contractowner's
interest in a Subaccount of Separate Account C prior to the Annuity Commencement
Date.

Additional Payment - A purchase payment made to First Investors Life after
issuance of a deferred annuity.

Annuitant - The person designated to receive or the person who is actually
receiving annuity payments under a Contract.

Annuity Commencement Date - The date on which annuity payments are to
commence.

Annuity Unit - A unit used to determine the amount of each annuity payment
after the first.

Beneficiary - The person designated to receive any benefits under a
Contract upon the death of the Annuitant in accordance with the terms of the
Contract.

Contract - An individual variable annuity contract offered by this
Prospectus.

Contractowner - The person or entity with legal rights of ownership of the
Contract.

Fixed Annuity - An annuity with annuity payments which remain fixed as to
dollar amount throughout the payment period.

General Account - All assets of First Investors Life other than those
allocated to Separate Account C (or other segregated investment accounts of
First Investors Life).

Joint Annuitant - The designated second person under joint and survivor
life annuity.

Separate Account C - The segregated investment account entitled "First
Investors Life Variable Annuity Fund C," established by First Investors Life
pursuant to applicable law and registered as a unit investment trust under the
Investment Company Act of 1940, as amended.

Single Payment - A one-time purchase payment made to First Investors Life
to purchase a deferred annuity.

Subaccount - A segregated investment subaccount under Separate Account C
which corresponds to a series of the Life Series Fund. The assets of the
Subaccount are invested in shares of the corresponding series of the Life Series
Fund.

Valuation Date - Any date on which the New York Stock Exchange is open for
trading, and at such other times as the Directors of First Investors Life deem
necessary provided there is a sufficient degree of trading in the Subaccounts'
investments which may affect the Subaccounts' net asset value.

Valuation Period - The period beginning on the date after any Valuation
Date and ending on the next Valuation Date.

Variable Annuity - An annuity with annuity payments varying in amount in
accordance with the net investment experience of the Subaccounts.

<PAGE>

FEE TABLE

The following table has been prepared to assist the investor in
understanding the various costs and expenses a Contractowner will directly or
indirectly bear. The table reflects expenses of Separate Account C as well as
the series (each a "Fund" and collectively "Funds") of the Life Series Fund. The
Fee Table has been amended to reflect Fund expenses expected to be incurred in
1996.

CONTRACTOWNER TRANSACTION EXPENSES
Sales Load Imposed on Purchases (as a percentage of purchase payments) .. 7.00%

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees.......................................... 1.00%

Total Separate Account Annual Expenses................................... 1.00%

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)

Total Fund
Management Other Operating
Fees(1) Expenses(2) Expenses(3)
------- ----------- -----------
<S> <C> <C> <C>
Blue Chip Fund................................... 0.75% 0.11% 0.86%
Cash Management Fund............................. 0.60+ -0-+ 0.60+
Discovery Fund................................... 0.75 0.12 0.87
Government Fund.................................. 0.60+ -0-+ 0.60+
Growth Fund...................................... 0.75 0.13 0.88
High Yield Fund.................................. 0.75 0.12 0.87
International Securities Fund.................... 0.75 0.27 1.02
Investment Grade Fund............................ 0.60+ -0-+ 0.60+
Target Maturity 2007 Fund........................ 0.60+ -0-+ 0.60+
Target Maturity 2010 Fund........................ 0.60+ -0-+ 0.60+
Utilities Income Fund............................ 0.60+ -0-+ 0.60+
</TABLE>

+ Net of waiver and/or reimbursement

(1) Management Fees have been restated for Cash Management Fund, Government
Fund, Investment Grade Fund and Utilities Income Fund to reflect current
fees. The Adviser will waive Management Fees in excess of 0.60% for Cash
Management Fund, Government Fund, Investment Grade Fund, Target Maturity
2007 Fund, Target Maturity 2010 Fund and Utilities Income Fund for a
minimum period ending December 31, 1996. Otherwise, Management Fees would
have been 0.75% for each Fund.

(2) Other Expenses have been restated for Cash Management Fund, Government
Fund, Investment Grade Fund and Utilities Income Fund to reflect current
expenses. The Adviser will reimburse Cash Management Fund, Government Fund,
Investment Grade Fund, Target Maturity 2007 Fund, Target Maturity 2010 Fund
and Utilities Income Fund for all Other Expenses for a minimum period
ending December 31, 1996. Otherwise, Other Expenses would have been 0.35%
for Cash Management Fund, 0.18% for Government Fund, 0.16% for each of
Investment Grade Fund and Utilities Income Fund, and are estimated to be
0.25% for each of Target Maturity 2007 Fund and Target Maturity 2010 Fund.

<PAGE>

(3) If certain Management Fees and Other Expenses were not waived or
reimbursed, Total Fund Operating Expenses would have been 1.10% for Cash
Management Fund, 0.93% for Government Fund, 0.91% for each of Investment
Grade Fund and Utilities Income Fund and are estimated to be 1.00% for each
of Target Maturity 2007 Fund and Target Maturity 2010 Fund.

For more complete descriptions of the various costs and expenses shown,
please refer to "Purchases, Deductions, Charges and Expenses." An administrative
charge may be deducted if the Accumulated Value of a Deferred Annuity Contract
is less than $1,500 (see "Administrative Charge"). In addition, premium taxes
may be applicable (see "Other Charges").

EXAMPLE

If you surrender your Contract at the end of the applicable time period:

You would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Blue Chip Fund............................... $88 $124 $164 $273
Cash Management Fund......................... 85 117 151 247
Discovery Fund............................... 88 125 164 274
Government Fund.............................. 85 117 151 247
Growth Fund.................................. 88 125 164 275
High Yield Fund.............................. 88 125 164 274
International Securities Fund................ 89 129 171 288
Investment Grade Fund........................ 85 117 151 247
Target Maturity 2007 Fund.................... 85 117 N/A N/A
Target Maturity 2010 Fund.................... 85 117 N/A N/A
Utilities Income Fund........................ 85 117 151 247
</TABLE>

The expenses in the Example should not be considered a representation of
past or future expenses. Actual expenses in future years may be greater or less
than those shown.

CONDENSED FINANCIAL INFORMATION

Accumulation Unit Values

The following shows the accumulation unit values and the number of
accumulation units outstanding for each Subaccount of Separate Account C, with
the exception of the Target Maturity 2010 Subaccount which first became
available the date of this prospectus, as of the dates indicated from the dates
when the accumulation unit value for each Subaccount was initially set at
$10.00*:

Number of
Accumulation Accumulation
Subaccount As of Unit Value($) Units
---------- ----- ------------- -----

<S> <C> <C> <C>
Blue Chip Subaccount...................... December 31, 1990 10.74931759 144,049.8
December 31, 1991 13.42731580 561,758.4
December 31, 1992 14.18287684 1,085,254.0
December 31, 1993 15.23373431 1,529,348.1
December 31, 1994 14.86290782 1,959,841.2
December 31, 1995 19.71773603 2,413,509.3
</TABLE>

<PAGE>

Accumulation Accumulation
Subaccount As of Unit Value($) Units
---------- ----- ------------- -----
<S> <C> <C> <C>
Cash Management Subaccount................ December 31, 1990 10.07542807 571,856.9
December 31, 1991 10.52748985 571,891.0
December 31, 1992 10.73770189 437,185.0
December 31, 1993 10.91847727 253,743.1
December 31, 1994 11.21833852 235,919.5
December 31, 1995 11.71983145 252,407.7

Discovery Subaccount...................... December 31, 1990 10.91349031 8,362.1
December 31, 1991 16.53848277 130,585.7
December 31, 1992 18.93150000 307,107.8
December 31, 1993 22.89932001 563,070.0
December 31, 1994 22.07727850 867,303.8
December 31, 1995 27.37355380 1,203,507.8

Government Subaccount..................... December 31, 1992 10.87670909 437,095.3
December 31, 1993 11.44920392 674,512.1
December 31, 1994 10.85941183 672,797.1
December 31, 1995 12.43183229 705,348.4

Growth Subaccount......................... December 31, 1990 10.75804081 24,176.8
December 31, 1991 14.34498476 204,821.5
December 31, 1992 15.59155937 567,241.7
December 31, 1993 16.35977780 958,529.1
December 31, 1994 15.73131059 1,347,003.7
December 31, 1995 19.48689883 1,729,637.1

High Yield Subaccount..................... December 31, 1990 10.00101048 69,585.9
December 31, 1991 13.25243640 220,366.3
December 31, 1992 14.86894995 279,777.4
December 31, 1993 17.38280181 391,036.8
December 31, 1994 16.93482626 513,297.7
December 31, 1995 20.09026188 671,849.9

International Securities Subaccount...... December 31, 1990 10.26630533 118,091.2
December 31, 1991 11.73276972 269,273.6
December 31, 1992 11.46589494 463,523.6
December 31, 1993 13.86795475 792,294.1
December 31, 1994 13.55233761 1,383,676.5
December 31, 1995 15.92618862 1,502,998.2

Investment Grade Subaccount............... December 31, 1992 10.77845214 395,839.5
December 31, 1993 11.82065978 784,651.0
December 31, 1994 11.28602521 923,445.3
December 31, 1995 13.37384783 1,076,644.3

Target Maturity 2007 Subaccount........... December 31, 1995 11.90553994 775,738.1

</TABLE>
5

<PAGE>

<TABLE>
<CAPTION>
Accumulation Accumulation
Subaccount As of Unit Value($) Units
---------- ----- ------------- -----
<S> <C> <C> <C>
Utilities Income Subaccount............... December 31, 1993 9.92774964 45,091.7
December 31, 1994 9.11659215 473,447.1
December 31, 1995 11.75759954 1,129,455.9
</TABLE>

* The accumulation unit value for each Subaccount, other than the Government
Subaccount, Investment Grade Subaccount and Utilities Income Subaccount,
was set on October 16, 1990. The accumulation unit value for the Government
Subaccount and Investment Grade Subaccount was set on January 7, 1992. The
accumulation unit value for Utilities Income Subaccount was set on November
16, 1993. The accumulation unit value for Target Maturity 2007 Subaccount
was set on April 24, 1995.

GENERAL DESCRIPTION

First Investors Life Insurance Company. First Investors Life Insurance
Company, 95 Wall Street, New York, New York 10005 ("First Investors Life"), a
stock life insurance company incorporated under the laws of the State of New
York in 1962, writes life insurance, annuities and accident and health
insurance. First Investors Consolidated Corporation ("FICC") owns all of the
voting common stock of First Investors Management Company, Inc. ("FIMCO" or
"Adviser") and all of the outstanding stock of First Investors Life, First
Investors Corporation ("FIC" or "Underwriter") and Administrative Data
Management Corp., the Transfer Agent for the Life Series Fund. Mr. Glenn O. Head
controls FICC and, therefore, controls the Adviser.

Separate Account C. First Investors Life Variable Annuity Fund C, also
known by its proprietary name, the "Tax Tamer" ("Separate Account C"), was
established on December 21, 1989 under the provisions of the New York Insurance
Law. The assets of Separate Account C are held separately from the assets of
First Investors Life and for that portion of such assets having a value equal
to, or approximately equal to, such reserves and contract liabilities are not
chargeable with liabilities arising out of any other business of First Investors
Life. Separate Account C is registered as a unit investment trust under the
Investment Company Act of 1940, as amended ("1940 Act"), but such registration
does not involve any supervision of the management or investment practices or
policies of Separate Account C.

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

Income, gains and losses, whether or not realized, from assets allocated to
the Subaccounts of Separate Account C are, in accordance with the applicable
Contracts, credited to or charged against the Subaccounts of Separate Account C
without regard to other income, gains or losses of First Investors Life. The
obligations under the Contracts are obligations of First Investors Life.

Any and all distributions received from a Fund will be paid in shares of
the distributing Fund or if in cash, will be reinvested in shares of that Fund
at net asset value for the corresponding Subaccount. Accordingly, no cash
distributions will be made to Contractowners. Deductions and

<PAGE>

redemptions from any Subaccount of Separate Account C may be effected by
redeeming the number of applicable Fund shares, at net asset value, necessary to
satisfy the amount to be deducted or redeemed. Shares of the Fund in the
Subaccounts will be valued at their net asset values.

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

Separate Account C Subaccount Fund
- ----------------------------- ----
Blue Chip Subaccount Blue Chip Fund
Cash Management Subaccount Cash Management Fund
Discovery Subaccount Discovery Fund
Government Subaccount Government Fund
Growth Subaccount Growth Fund
High Yield Subaccount High Yield Fund
International Securities Subaccount International Securities Fund
Investment Grade Subaccount Investment Grade Fund
Target Maturity 2007 Subaccount Target Maturity 2007 Fund
Target Maturity 2010 Subaccount Target Maturity 2010 Fund
Utilities Income Subaccount Utilities Income Fund

Each Contractowner designates the Subaccount in which his or her purchase
payment (less deductions) will be invested. That Subaccount in turn invests in
the corresponding Fund of the Life Series Fund as set forth above.

Subject to applicable law, First Investors Life reserves the right to make
certain changes if, in its judgment, they would best serve the interests of the
Contractowners and Annuitants or would be appropriate in carrying out the
purposes of the Contract. First Investors Life will obtain, when required, the
necessary Contractowner approval or regulatory approval. Examples of the changes
First Investors Life may make include, but are not limited to:

o To operate separate Account C in any form permitted under 1940
Act or in any other form permitted by law.

o To add, delete, combine, or modify Subaccounts in Separate
Account C.

o To add, delete, or substitute, for the Fund shares held in any
Subaccount, the shares of another Fund of the Life Series Fund or
the shares of another investment company or series thereof, or
any other investment permitted by law.

o To make any amendments to the Contracts necessary for the
Contracts to comply with the provisions of the Internal Revenue
Code or any other applicable federal or state law.

Your Choice of Investment Objective. When you purchase a Contract you
decide to place your purchase payment (less deductions) and any additional
purchase payments (less deductions) into at least one but not more than five of
the Subaccounts of Separate Account C, provided the allocation to any one
Subaccount is not less than 10% of the purchase payment (less deductions). Each
Subaccount corresponds to a Fund of the Life Series Fund. The investment
objectives of each Fund of the Life Series Fund is set forth below. There is no
assurance that the investment objective of any

<PAGE>

Fund of the Life Series Fund will be realized. Because each Fund of the Life
Series Fund is intended to serve a different investment objective, each is
subject to varying degrees of financial and market risks. In addition, total
operating expenses vary by Fund. Twice during any Contract year, you may
transfer part or all of your cash value from the Subaccounts you are in to other
Subaccounts provided the cash value is not allocated to more than five of the
Subaccounts, and provided the allocation to any one Subaccount is not less than
10% of the cash value of the Contract. The cash value of the Contract may
increase or decrease depending on the investment performance of the Subaccounts
selected. First Investors Life reserves the right to adjust allocations to
eliminate fractional percentages.

The Fund. First Investors Life Series Fund is a diversified open-end
management investment company registered under the 1940 Act. Registration of
Life Series Fund with the Securities and Exchange Commission ("Commission") does
not involve supervision by the Commission of the management or investment
practices or policies of the Life Series Fund. The Life Series Fund consists of
eleven separate Funds. The shares of the Funds are not sold directly to the
general public but are available only through the purchase of an annuity
contract or a variable life insurance policy issued by First Investors Life.
Life Series Fund reserves the right to offer shares of its Funds to other
separate acounts of First Investors Life or directly to First Investors Life.
The eleven Funds of Life Series Fund may be referred to as: First Investors Life
Blue Chip Fund, First Investors Life Cash Management Fund, First Investors Life
Discovery Fund, First Investors Life Government Fund, First Investors Life
Growth Fund, First Investors Life High Yield Fund, First Investors Life
International Securities Fund, First Investors Life Investment Grade Fund, First
Investors Life Target Maturity 2007 Fund, First Investors Life Target Maturity
2010 Fund and First Investors Life Utilities Income Fund.

The investment objectives of each Fund of the Life Series Fund are as
follows:

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

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

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

<PAGE>

Government Fund. The investment objective of Government Fund is to seek to
achieve a significant level of current income which is consistent with security
and liquidity of principal by investing, under normal market conditions,
primarily in obligations issued or guaranteed as to principal and interest by
the U.S. Government, its agencies or instrumentalities, including
mortgage-related securities.

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

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

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

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

Target Maturity 2007 Fund. The investment objective of the Target Maturity
2007 Fund is to seek a predictable compounded investment return for investors
who hold their Funds' shares until the Fund's maturity, consistent with the
preservation of capital. The Fund will seek its objective by investing, under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government, its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities.

Target Maturity 2010 Fund. The investment objective of the Target Maturity
2010 Fund is to seek a predictable compounded investment return for investors
who hold their Fund shares until the Fund's maturity, consistent with the
preservation of capital. The Fund will seek its objective by investing, under
normal market conditions, in zero coupon securities which are issued by the U.S.
Government, its agencies or instrumentalities or created by third parties using
securities issued by the U.S. Government, its agencies or instrumentalities.

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

<PAGE>

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

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

Adviser. First Investors Management Company, Inc., an affiliate of First
Investors Life, supervises and manages each Funds' investments, supervises all
aspects of each Fund operations and, except for International Securities Fund
and Growth Fund, determines each Funds' portfolio transactions. The Adviser is a
New York corporation located at 95 Wall Street, New York, NY 10005.

Subadviser. Wellington Management Company ("WMC" or "Subadviser") has been
retained by the Adviser and the Fund, on behalf of International Securities Fund
and Growth Fund, as each of those Funds' investment subadviser. The Adviser has
delegated discretionary trading authority to WMC with respect to all the assets
of International Securities Fund and Growth Fund, subject to the continuing
oversight and supervision of the Adviser and the Board of Trustees. As
compensation for its services, WMC is paid by the Adviser, and not by either
Fund, a fee which is computed daily and paid monthly.

WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts
general partnership of which Robert W. Doran, Duncan M. McFarland and John B.
Neff are Managing Partners. WMC is a professional investment counseling firm
which provides investment services to investment companies, employee benefit
plans, endowment funds, foundations and other institutions and individuals. As
of December 31, 1995, WMC held discretionary investment authority with respect
to approximately $109.2 billion of assets. Of that amount, WMC acted as
investment adviser or subadviser to approximately 110 registered investment
companies or Fund of such companies, with net assets of approximately $76.1
billion as of December 31, 1995. WMC is not affiliated with the Adviser or any
of its affiliates.

Underwriter. First Investors Life and Separate Account C have entered into
an Underwriting Agreement with their affiliate, FIC, 95 Wall Street, New York,
New York 10005. First Investors Life has reserved the right in the Underwriting
Agreement to sell the Contracts directly. The Contracts are sold by insurance
agents licensed to sell variable annuities, who are registered representatives
of the Underwriter or broker-dealers who have sales agreements with the
Underwriter.

Voting Rights. In accordance with its view of present applicable law, First
Investors Life will vote the Fund shares held in the Subaccounts at any Special
Meeting of Shareholders of the Fund in accordance with instructions received
from persons having the voting interest in the Subaccount. However, if the 1940
Act or any regulation thereunder should be amended or if the present

<PAGE>

interpretation thereof should change, and as a result First Investors Life
determines that it is permitted to vote the Fund shares in its own right, it may
elect to do so. The person having the voting interest shall be the
Contractowner. First Investors Life will vote, in its own right, Fund shares
that are not attributable to Contracts.

Prior to the Annuity Commencement Date, the number of shares of each Fund
held in the corresponding Subaccount which is attributable to each Contractowner
is determined by dividing the Subaccount Accumulated Value by the net asset
value of one share of the corresponding Fund. After the Annuity Commencement
Date, the number of Fund shares held in the corresponding Subaccount which is
attributable to each Contract is determined by dividing the reserve held in such
Subaccount for the variable annuity payment under such Contract by the net asset
value of one share of the corresponding Fund. As this reserve fluctuates, the
number of votes fluctuates. The number of votes which a person has the right to
cast will be determined as of the record date established by the Fund. Voting
instructions will be solicited by written communication prior to the date of the
meeting at which votes are to be cast. Shares of the Fund held in the
Subaccounts as to which no timely instructions are received or are not otherwise
attributable to Contractowners will be voted by First Investors Life in
proportion to the voting instructions which are received with respect to all
Contracts participating in such Subaccount. Each person having a voting interest
in Separate Account C will be sent reports and other materials relating to the
Fund.

PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES

Purchase Payments. Investors in Separate Account C will be purchasing
Accumulation Units of a particular Subaccount only and not shares of the Fund in
which the Subaccount invests.

The minimum purchase payment is $2,000 for a Deferred Variable Annuity
Contract. Additional Payments under a Deferred Variable Annuity Contract in the
minimum amount of $200 may be made at any time after the issuance of the
Contract.

Purchase payments will be credited to a Contractowner's Account on the date
of receipt by First Investors Life of a completed application. Additional
payments will be credited to a Contractowner's Account on the date of receipt by
First Investors Life. In the event First Investors Life receives an incomplete
application, all required information shall be provided not later than five
business days following the receipt of such application or the purchase payment
will be returned to the applicant at the end of such five-day period. Purchase
payments, after deductions for sales expenses and any applicable premium taxes
(see "Deductions from Purchase Payments"), will be allocated to the appropriate
Subaccount or Subaccounts.

Deductions from Purchase Payments. First Investors Life or FIC, as the
Underwriter, makes deductions, in accordance with the Deduction Table below,
from the purchase payment for expenses in connection with sales functions
relative to the Contracts. Reductions in sales charges are applicable to the
total amount of the purchase payment. In addition, any Additional Payment made
after the issuance of a Deferred Annuity Contract is subject to the sales charge
applicable to the total amount of all purchase payments previously made plus the
amount of the Additional Payment being made. The sales charge is intended to
cover all expenses relating to the sale of the Contracts, including commissions
paid to persons distributing the Contracts.

<PAGE>

DEDUCTION TABLE
<TABLE>
<CAPTION>
Sales Charge as % of
---------------------------- Concession to
Offering Net Amount Dealers as % of
Amount of Investment Price* Invested Offering Price
- -------------------- --------- -------------- ---------------
<S> <C> <C> <C>
Less than $25,000....................................... 7.00% 7.53% 5.75%
$25,000 but under $50,000............................... 6.25 6.67 5.17
$50,000 but under $100,000.............................. 4.75 4.99 3.93
$100,000 but under $250,000............................. 3.50 3.63 2.90
$250,000 but under $500,000............................. 2.50 2.56 2.19
$500,000 but under $1,000,000........................... 2.00 2.04 1.67
$1,000,000 or over...................................... 1.50 1.52 1.24
</TABLE>

- ----------
* Assumes that no premium taxes have been deducted.

Contracts may be purchased without sales charge by officers and full-time
employees of First Investors Life or its affiliates, who have been employed for
at least one year, and its agents who have been under contract for at least one
year.

Exchange Privilege. Contractowners of First Investors Life Variable Annuity
Fund A ("Separate Account A") may exchange their Separate Account A Contracts
for Separate Account C Contracts. The Accumulated Value of the Separate Account
A Contract will be invested at net asset value in one or more Subaccounts of
Separate Account C. Although there is no charge for this exchange,
Contractowners will be required to execute a change of contract form which, in
part, states that First Investors Life deducts a daily charge equal to an annual
rate of 1.00% of the daily net asset value of the Subaccounts as a charge for
mortality and expense risk. This exchange privilege may be modified or
terminated at any time by First Investors Life.

Mortality and Expense Risk Charges. Although the amount of each variable
annuity payment made to an Annuitant will vary in accordance with the investment
performance of the Subaccounts, the amount will not be affected by the mortality
experience (death rate) of persons receiving such payments or of the general
population. First Investors Life assumes this "mortality risk" by virtue of
annuity rates incorporated in the Contracts which cannot be changed.

The mortality risk assumed by First Investors Life arises from its
obligation to continue to make fixed or variable annuity payments, determined in
accordance with the annuity tables and other provisions of the Contracts, to
each Annuitant regardless of how long that person lives and regardless of how
long all payees as a group live. This assures an Annuitant that neither the
Annuitant's own longevity nor an improvement in life expectancy generally will
have any adverse effect on the variable annuity payments the Annuitant will
receive under the Contract, and relieves the Annuitant of the risk that the
Annuitant will outlive the funds that the Annuitant has accumulated for
retirement.

In addition, First Investors Life assumes the risk that the charges for
administrative expenses may not be adequate to cover such expenses and assures
that it will not increase the amount charged for administrative expenses. In
consideration for its assumption of these mortality and expense risks, First
Investors Life deducts an amount equal on an annual basis to 1.00% of the daily
net asset value of the Subaccounts. Of such charge, approximately 0.6% is for
assuming the mortality risk and 0.4% is for assuming the expense risk.

<PAGE>

If the charge is insufficient to cover the actual cost of the mortality and
expense risks, the loss will fall on First Investors Life; conversely, if the
deduction proves more than sufficient, the excess will be a profit to First
Investors Life. Any profits resulting to First Investors Life for over-estimates
of the actual costs of the mortality and expense risks can be used by First
Investors Life for any business purpose, including the payment of expenses of
distributing the Contracts, and will not remain in Separate Account C.

Administrative Charge. An administrative charge of $7.50 may be deducted
annually by First Investors Life from the Accumulated Value of Deferred Annuity
Contracts which have an Accumulated Value of less than $1,500 due to partial
surrenders. These charges against Annuitant accounts are for the purpose of
compensating First Investors Life for expenses involved in administering small
dormant accounts. If the actual expenses exceed charges, First Investors Life
will bear the loss.

Other Charges. Some states assess premium taxes which presently range from
0% to 2.35% at the time Purchase Payments are made; others assess premium taxes
at the time of surrender or when annuity payments begin. First Investors Life
currently advances any premium taxes due at the time Purchase Payments are made
and then deducts premium taxes from the Accumulated Value of the Contract at the
time of surrender, upon death of the annuitant or when annuity payments begin.
First Investors Life, however, reserves the right to deduct premium taxes when
incurred. See Appendix I for premium tax table.

Expenses. The total expenses of Separate Account C for the fiscal year
ended December 31, 1995 amounted to $1,594,189 or 0.99% of its average net
assets. There are deductions from and expenses paid out of the assets of the
Funds that are described in the Prospectus for the Funds.

VARIABLE ANNUITY CONTRACTS

This Prospectus offers Individual Deferred Variable Annuity Contracts under
which annuity payments will begin on a selected future date. First Investors
Life is offering the Contracts in states where it has the authority to issue the
Contracts. The Individual Variable Annuity Contracts offered by this Prospectus
are designed to provide lifetime annuity payments to Annuitants in accordance
with the plan adopted by the Contractowner. The amount of annuity payments will
vary with the investment performance of the Subaccounts. The Contracts obligate
First Investors Life to make payments for the lifetime of the Annuitant in
accordance with the annuity rates contained in the Contract, regardless of
actual mortality experience (see "Annuity Period"). Upon the death of the
Annuitant under a Contract before the Annuity Commencement Date, First Investors
Life will pay a death benefit to the beneficiary designated by the Annuitant.
For a discussion of the amount and manner of payment of this benefit, see "Death
Benefit During the Accumulation Period."

All or a portion of the Accumulated Value may be withdrawn during the
Accumulation Period. For a discussion on withdrawals during the Accumulation
Period, see "Surrender and Termination (Redemption) During the Accumulation
Period." For Federal income tax consequences of a withdrawal, see "Federal
Income Tax Status." The exercise of contract rights herein described, including
the right to make a withdrawal during the Accumulation Period, will be subject
to the terms and conditions of any qualified trust or plan under which the
Contracts are purchased. This Prospectus contains no information concerning such
trust or plans.

<PAGE>

First Investors Life reserves the right to amend the Contracts to meet the
requirements of the 1940 Act or other applicable Federal or state laws or
regulations.

Contractowners with any inquiries concerning their account should write to
First Investors Life Insurance Company at its Executive office, 95 Wall Street,
New York, New York 10005.

Deferred Variable Annuities--Accumulation Period

Crediting Accumulation Units. During the Accumulation Period, net purchase
payments on Deferred Annuity Contracts, after deductions for sales expenses and
any premium taxes, where applicable (see "Deductions from Purchase Payments"),
are credited to the Contractowner's Account in the form of Accumulation Units.
The number of Accumulation Units credited to a Contractowner for the Subaccounts
is determined by dividing the net purchase payment by the value of an
Accumulation Unit for the Subaccount for the Valuation Period during which the
purchase payment is received at the Executive Office of First Investors Life or
other designated office. The value of the Contractowner's Individual Account
varies with the value of the assets of the Subaccounts. The investment
performance of the Fund Subaccounts, expenses and deduction of certain charges
affect the value of an Accumulation Unit. There is no assurance that the value
of a Contractowner's Individual Account will equal or exceed purchase payments.
The value of a Contractowner's Individual Account for a Valuation Period can be
determined by multiplying the total number of Accumulation Units credited to the
account for the Subaccount by the value of an Accumulation Unit for the
Subaccount for the Valuation Period.

Annuity Period

Commencement Date. Annuity payments will begin on the Annuity Commencement
Date selected by the Contractowner. Not later than 30 days prior to the Annuity
Commencement Date, the Contractowner may elect in writing to advance or defer
the Annuity Commencement Date. The Annuity Commencement Date may not be deferred
beyond the first day of the calendar month following the Annuitant's 85th
birthday. If no other date is elected, annuity payments will commence on the
first day of the calendar month following the Annuitant's 85th birthday.

If the Net Accumulated Value on the Annuity Commencement Date is less than
$2,000, First Investors Life may pay such value in one sum in lieu of annuity
payments. If the Net Accumulated Value is not less than $2,000 but the variable
annuity payments provided for would be or become less than $20, First Investors
Life may change the frequency of annuity payments to such intervals as will
result in payments of at least $20.

Assumed Investment Rate. A 3.5% assumed investment rate is built into the
Annuity Tables in the Contract. This is based on First Investors Life's opinion
that it is the average result to be expected from a diversified portfolio of
common stocks during a relatively stable economy. A higher assumption would mean
a higher initial payment but more slowly rising and more rapidly falling
subsequent variable annuity payments. A lower assumption would have the opposite
effect. If the actual net investment rate of the respective Subaccount is at the
annual rate of 3.5%, the variable annuity payments will be level. A fixed
annuity is an annuity with annuity payments which remain fixed as to dollar
amount, throughout the payment period and is based on an assumed interest rate
of 3.5% per year built into the Annuity Tables in the Contract.

<PAGE>

Annuity Options. The Contractowner may, at any time at least 30 days prior
to the Annuity Commencement Date upon written notice to First Investors Life at
its Executive Office or other designated office, elect to have payments made
under any one of the Annuity Options provided in the Contract. If no election is
in effect on the Annuity Commencement Date, annuity payments will be made on a
variable basis only under Annuity Option 3 below, Life Annuity with 120 Monthly
Payments Guaranteed, which is the Basic Annuity.

The material factors that determine the level of annuity benefits are (i)
the value of a Contractowner's Individual Account determined in the manner
described in this Prospectus before the Annuity Commencement Date, (ii) the
Annuity Option selected by the Contractowner, (iii) the sex and adjusted age of
the Annuitant and any Joint Annuitant at the Annuity Commencement Date and, (iv)
in the case of variable annuity, the investment performance of the Fund
Subaccounts selected.

On the Annuity Commencement Date, First Investors Life shall apply the
Accumulated Value, reduced by any applicable premium taxes not previously
deducted, to provide the Basic Annuity or, if an Annuity Option has been
elected, to provide one of the Annuity Options described below.

The Contracts provide for the six Annuity Options described below:

Option 1 - Life Annuity - An annuity payable monthly during the lifetime of
the Annuitant, ceasing with the last payment due prior to the death of the
Annuitant. If this Option is elected, annuity payments terminate automatically
and immediately on the death of the Annuitant without regard to the number or
total amount of payments received.

Option 2a - Joint and Survivor Life Annuity - An annuity payable monthly
during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

Option 2b - Joint and Two-Thirds to Survivor Life Annuity - An annuity
payable monthly during the lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor at an amount equal to
two-thirds of the joint annuity payment, ceasing with the first payment due
prior to the death of the survivor.

Option 2c - Joint and One-Half to Survivor Life Annuity - An annuity
payable monthly during the joint lifetime of the Annuitant and the Joint
Annuitant and continuing thereafter during the lifetime of the survivor at an
amount equal to one-half of the joint annuity payment, ceasing with the last
payment due prior to the death of the survivor.

Under Annuity Options 2a, 2b and 2c, annuity payments terminate
automatically and immediately on the deaths of both the Annuitant and the Joint
Annuitant without regard to the number or total amount of payments received.

Option 3 - Life Annuity with 60, 120 or 240 Monthly Payments Guaranteed -
An annuity payable monthly during the lifetime of the Annuitant with the
guarantee that if, upon the death of the Annuitant, payments have been made for
less than 60, 120 or 240 monthly periods, as elected, payments will be made as
follows:

<PAGE>

1. Any guaranteed annuity payments will be continued during the
remainder of the selected period to the Beneficiary. The Beneficiary may,
at any time, elect to have the present value of the guaranteed number of
annuity payments computed in the manner specified in (2) below, paid in a
lump sum.

2. If a Beneficiary receiving annuity payments under this Option dies
after the death of the Annuitant, the present value, computed as of the
Valuation Period in which notice of death of the Beneficiary is received by
First Investors Life at its Executive Office or other designated office, of
the guaranteed number of annuity payments remaining after receipt of such
notice and to which such deceased Beneficiary would have been entitled had
the Beneficiary not died, computed at the effective annual interest rate,
assumed in determining the Annuity Tables, shall be paid in a lump sum in
accordance with the Contract.

Option 4 - Unit Refund Life Annuity - An annuity payable monthly during the
lifetime of the Annuitant, terminating with the last payment due prior to the
death of the Annuitant. An additional annuity payment will be made to the
Beneficiary equal to the Annuity Unit Value of the Subaccount or Subaccounts as
of the date that notice of death in writing is received by First Investors Life
at its Executive Office or other designated office, multiplied by the excess, if
any, of (a) over (b) where (a) is the Net Accumulated Value allocated to each
Subaccount and applied under the option at the Annuity Commencement Date,
divided by the corresponding Annuity Unit Value as of the Annuity Commencement
Date, and (b) is the product of the number of Annuity Units applicable under the
Subaccount represented by each annuity payment and the number of annuity
payments made. (For an illustration of this calculation, see Appendix II,
Example A, in the Statement of Additional Information.)

Allocation of Annuity. The Contractowner may elect to have the Net
Accumulated Value applied at the Annuity Commencement Date to provide a Fixed
Annuity, a Variable Annuity, or any combination thereof. After the Annuity
Commencement Date, no transfers or redemptions are allowed. Such elections must
be made in writing to First Investors Life at its Executive Office or other
designated office, at least 30 days prior to the Annuity Commencement Date. In
the absence of an election, annuity payments will be made on a variable basis
only under Annuity Option 3 above, Life Annuity with 120 Monthly Payments
Guaranteed, which is the Basic Annuity.

Death Benefit During the Accumulation Period

If the Annuitant dies prior to the Annuity Commencement Date, First
Investors Life will pay a Death Benefit to the Beneficiary designated by the
Contractowner upon receipt of a death certificate or similar proof of the death
of the Annuitant. The value of the Death Benefit will be determined as of the
Valuation Date on or next following the date on which written notice of death is
received by First Investors Life at its Executive Office or other designated
office.

If payment of the Death Benefit under one of the Annuity Options was not
elected by the Contractowner prior to the Annuitant's death, the Beneficiary may
elect to have the Death Benefit paid in a single sum or applied to provide an
annuity under one of the Annuity Options or as otherwise permitted by First
Investors Life. If a single sum settlement is requested, the proceeds will be
paid within seven days of receipt of such election and due proof of death. If an
Annuity Option is desired, election may be made by the Beneficiary during a
ninety-day period commencing with the date of receipt of notification of death.
If such an election is not made, a single sum

<PAGE>

settlement will be made to the Beneficiary at the end of such ninety-day period.
If any Annuity Option is elected, the Annuity Commencement Date shall be the
date specified in the election but no later than ninety days after receipt by
First Investors Life of notification of death.

The amount of the Death Benefit will be the greater of (1) the gross
purchase payments (prior to any deductions or charges) made under an Individual
Contract less any amount of purchase payments surrendered, or (2) the
Accumulated Value.

Surrender and Termination (Redemption) During the Accumulation Period

A Contractowner may elect, at any time before the earlier of the Annuity
Commencement Date or the death of the Annuitant, to surrender the Contract for
all or any part of the Contractowner's Individual Account. In the event of a
termination of the Contract, First Investors Life will, upon due surrender of
the Contract at the Executive Office of First Investors Life or other designated
office, pay to the Contractowner the Accumulated Value of the Contract. If only
a portion of the amount of the Contractowner's Individual Account is requested,
the amount so requested shall be deducted from the Subaccount resulting in a
corresponding reduction in the number of Accumulation Units credited to the
Contractowner in the Subaccount. All Accumulated Values described in this
section will be determined as of the end of the Valuation Period during which
the written request is received by First Investors Life at its Executive Office
or other designated office. First Investors Life may defer any such payment for
a period of not more than 7 days. However, First Investors Life may postpone
such payment during any period when (a) trading on the New York Stock Exchange
is restricted as determined by the Securities and Exchange Commission or such
Exchange is closed for other than weekends and holidays, (b) the Securities and
Exchange Commission has by order permitted such suspension or (c) an emergency,
as defined by the rules of the Securities and Exchange Commission, exists during
which time the sale of portfolio securities or calculation of securities is not
reasonably practicable. For information as to Federal tax consequences resulting
from surrenders, see "Federal Income Tax Status." For information as to State
premium tax consequences, see "Other Charges" and "Appendix I."

Maturity Date Exchange Privilege. If this Contract is liquidated during the
one-year period preceding its maturity date, the proceeds can be used to
purchase Class A shares of First Investors mutual funds without incurring a
sales charge.

Death of Contractowner

If the Contractowner dies before the entire interest in the Contract has
been distributed, the value of the Contract must be distributed to the
Beneficiary as provided below so that the Contract qualifies as an annuity under
Section 72(s) of the Internal Revenue Code of 1986, as amended (the "Code").

If the death of the Contractowner occurs on or after the Annuity
Commencement Date, the entire interest in the Contract will be distributed at
least as rapidly as under the Annuity Option in effect on the date of death.

If the death of the Contractowner occurs prior to the Annuity Commencement
Date, the entire interest in the Contract will be (1) distributed to the
Beneficiary within five years, or (2) distributed under an Annuity Option
beginning within one year which provides that annuity payments will be

<PAGE>

made over a period not longer than the life or life expectancy of the
Beneficiary. If the Contract is payable to (or for the benefit of) the
Contractowner's surviving spouse, no distributions will be required and the
Contract may be continued with the surviving spouse as the new Contractowner. If
the Contractowner is also the Annuitant, such spouse shall have the right to
become the Annuitant under the Contract. Likewise, if the Annuitant dies and the
Contractowner is not a natural person, the Annuitant's surviving spouse shall
have the right to become the Contractowner and the Annuitant.

Ten-Day Revocation Right

A Contractowner may, within ten days from the date the Contract is
delivered to the Contractowner, elect to cancel the Contract. First Investors
Life will, upon surrender of the Contract, together with a written request for
cancellation, at the Executive Office of First Investors Life or other
designated office, pay to the Contractowner an amount equal to the Accumulated
Value of the Contract on the date of surrender plus the amount of any sales
charges deducted from the initial purchase payment. The amount refunded to
Contractowners may be more or less than their initial purchase payment depending
on the investment results of the designated Subaccount(s). In those states where
a full refund of premiums is required if the Contractowner elects to exercise to
cancel the Contract under the ten-day revocation right, such Contractowner shall
be entitled to a full refund of premiums paid upon such cancellation.

FEDERAL INCOME TAX STATUS

The Contracts are designed for use (a) by individuals in retirement plans
which will not be qualified plans under the provisions of the Code; and (b) in
the following retirement plans qualified for special tax treatment under the
Code (1) individual retirement annuities and (2) qualified corporate employee
pension and profit-sharing plans. In general, a Contract acquired by a person
who is not an individual will be treated as one which is not an annuity to the
extent of contributions made after February 28, 1986, and any income credited to
a Contractowner's Individual Account will accordingly, be includable in the
Contractowner's gross income on a current basis in accordance with that person's
method of accounting. The preceding sentence will not apply to any annuity
contract that is (i) acquired by a decedent's estate by reason of the decedent's
death, (ii) held under a qualified pension, profit-sharing or stock bonus plan
described under Section 401(a) of the Code or an employee annuity program
described under Section 403(a) of the Code (or that is purchased by an employer
upon the termination of such plan or program and that is held by the employer
until all amounts under a Contract are distributed to the employee for whom the
Contract was purchased or the employee's beneficiary), (iii) held under an
individual retirement plan or an employee annuity program described under
Section 403(b) of the Code, or (iv) an immediate annuity (as defined in Section
72(u)(4) of the Code).

The ultimate effect of Federal income taxes on Accumulated Values, on
annuity payments and on the economic benefit to the Contractowner, Annuitant or
Beneficiary depends on the tax status of both First Investors Life and the
individual concerned. The discussion contained herein is general in nature and
is not intended as tax advice. No attempt is made to consider any applicable
state or other tax laws. Moreover, the discussion herein is based upon First
Investors Life's understanding of Federal income tax laws as they are currently
interpreted. No representation is made regarding the likelihood of continuation
of current Federal income tax laws or the current interpretations of

<PAGE>

the Internal Revenue Service. Prospective Contractowners should consult their
tax advisors as to the tax consequences of purchasing Contracts.

First Investors Life is taxed as a life insurance company under the Code.
Since Separate Account C is not a separate entity from First Investors Life and
its operation forms part of First Investors Life, it will not be taxed
separately as a "regulated investment company" under Subchapter M of the Code.
Under existing Federal income tax law, investment income of the Subaccounts of
Separate Account C, to the extent that it is applied (after taking into account
the mortality risk and expense risk charges) to increase reserves under the
Contract, is not taxed and may be compounded through reinvestment without
additional tax to First Investors Life to the extent income is so applied. Thus,
the Funds may realize net investment income and pay dividends and the
Subaccounts of Separate Account C may receive and reinvest them on behalf of
Contractowners, all without Federal income tax consequences for Separate Account
C or the Contractowner.

Under current interpretations of the Code, the Contractowner is not subject
to income tax on increases in the value of the Contractowner's Individual
Account until payments are received by the Contractowner under the Contract.
Annuity payments received after the Annuity Commencement Date will be taxed to
the Contractowner as ordinary income in accordance with Section 72 of the Code.
However, that portion of each payment which represents the Contractowner's
investment in the Contract, as defined in Section 72, will be excluded from
gross income. The investment in the Contract, which is ordinarily the amount of
purchase payments made under the Contract with certain adjustments, is divided
by the Contractowner's life expectancy or other period for which annuity
payments are expected to be made to determine the annual exclusion. Annuity
payments received each year in excess of this annual exclusion are taxable as
ordinary income as provided in Section 72 of the Code.

In order that the Contracts be treated as annuities for Federal income tax
purposes, other than Contracts issued in connection with retirement plans that
are qualified under the Code, Separate Account C must satisfy certain
diversification requirements that are generally applicable to variable annuity
contract segregated asset accounts under Subchapter L of the Code. Ownership by
the Subaccounts of shares of the Fund will not fail the diversification
requirements provided that the Fund is taxed as a regulated investment company
under Subchapter M of the Code, and that the Fund meets such diversification
requirements, and all shares of the Fund are owned only by the Subaccounts (and
similar accounts of First Investors Life or other insurance companies), and
access to the Fund is available exclusively through the purchase of Contracts
(and additional variable annuity or life insurance products of First Investors
Life or other insurance companies). Fund shares also may be held by the Adviser
provided such shares are being held in connection with the creation or
management of the Fund. The Adviser does not intend to sell any Fund shares it
owns to the general public. It is expected that the Adviser will cause the
assets of the Fund to be invested in a manner that complies with the asset
diversification requirements.

The tax law does not currently provide guidance as to circumstances in
which a Contractowner may be said to have "control" over Separate Account C
assets and thus be subject to current taxation on income credited to the
Contractowner's Contract. The Treasury Department has said that it may provide
such guidance by a ruling or regulation. First Investors Life reserves the right
to amend the Contracts in any appropriate way necessary to avoid such current
taxation.

<PAGE>

With respect to withdrawals before the start of annuity payments, the Code
currently provides that: (i) withdrawals from an annuity contract are taxable as
ordinary income in the year of receipt to the extent that income from investment
has been earned, (ii) a loan under, or an assignment or pledge of an annuity
contract is treated as a distribution, and (iii) a 10 percent penalty will be
assessed, subject to certain exceptions, on the taxable portion of withdrawals
made prior to the taxpayer's attainment of age 59 1/2.

In determining the amount of any distribution that is includable in gross
income, all annuity contracts issued by the same company to the same
Contractowner during any 12-month period will be treated as one annuity
contract. Contractowners should consult their tax advisors before purchasing
more than one Contract during any 12-month period.

Under the Code, income tax must generally be withheld from all "designated
distributions." A designated distribution includes the taxable portion of any
distribution or payment from an annuity. A partial surrender of an annuity
contract is considered a distribution subject to withholding.

The amount of withholding depends on the type of payment: "periodic" or
"non-periodic." For a periodic payment (e.g., an annuity payment), unless the
recipient files an appropriate withholding certificate, the tax withheld from
the taxable portion of the payment is based on a payroll withholding schedule
which assumes a married recipient claiming three withholding exemptions. For a
non-periodic payment distribution (e.g., a partial surrender of an annuity
contract), the tax withheld will generally be 10 percent of the taxable portion
of the payment.

A recipient may elect not to have the withholding rules apply. For periodic
payments, an election is effective for the calendar year for which it is made
and for each necessary year until amended or modified. For non-periodic
distributions, an election is effective only for the distribution for which it
is made. Payors must notify recipients of their right to elect to have taxes
withheld.

Insurers are required to report all designated distribution payments to the
Internal Revenue Service.

With respect to the Contracts issued in connection with retirement or
deferred compensation plans which do not meet the requirements applicable to tax
qualified plans, the tax status of the Annuitant is determined by the provisions
of the plan. In general, the Annuitant is not taxed until the Annuitant receives
annuity payments. The rules for taxation of payments under non-qualified plans
are, in general, similar to those for taxation of payments under a qualified
plan; however, the special income averaging treatment available for certain lump
sum payments under qualified plans is not available for similar payments under
non-qualified plans.

The Contracts may be purchased in connection with the following types of
tax-favored retirement plans: (1) individual retirement annuities and (2)
pension and profit-sharing plans of corporations qualified under Section 401(a)
or employee annuity programs described in Section 403(a) of the Code. The tax
rules applicable to these plans, including restrictions on contributions and
benefits, taxation of distribution and any tax penalties, vary according to the
type of plan and its terms and conditions. Participants under such plans, as
well as Contractowners, Annuitants and Beneficiaries, should be aware that the
rights of any person to any benefits under such plans may be subject to the
terms and conditions of the plans themselves, regardless of the terms and
conditions of the Contracts. Purchasers of Contracts for use with any qualified
plan, as well as plan participants and

<PAGE>

Beneficiaries, should consult counsel and other competent advisors as to the
suitability of the Contracts to their special needs, and as to applicable Code
limitations and tax consequences.

It should be noted that the laws and regulations with respect to the
foregoing tax matters are subject to change at any time by Congress and the
Treasury Department, respectively, and that the interpretations of such laws and
regulations now in effect are subject to change by judicial decision or by the
Treasury Department.

PERFORMANCE INFORMATION

From time to time, Separate Account C may advertise several types of
performance information for the Subaccounts. All Subaccounts may advertise
"average annual total return" and "total return," except "average annual total
return" is not shown for the Cash Management Subaccount. The High Yield
Subaccount, Investment Grade Subaccount and Government Subaccount may also
advertise "yield." The Cash Management Subaccount may advertise "yield" and
"effective yield." Each of these figures is based upon historical earnings and
is not necessarily representative of the future performance of a Subaccount. The
yield and effective yield figures include the payment of the Mortality and
Expense Risk fee of 1.00% but do not include the maximum sales charge of 7.00%.

Average annual total return and total return calculations measure the net
income of a Subaccount plus the effect of any realized or unrealized
appreciation or depreciation of the underlying investments in a Subaccount for
the period in question. Average annual total return will be quoted for one, five
and ten year periods, or for shorter time periods depending upon the length of
time during which the Subaccount has operated. Average annual total return
figures are annualized and, therefore, represent the average annual percentage
change in the value of an investment in a Subaccount over the period in
question. Total return figures are not annualized and represent the actual
percentage change over the period in question. Average annual total return and
total return figures will include the deduction of all expenses and fees,
including the payment of the maximum sales charge of 7.00% and the payment of
the Mortality and Expense Risk fee of 1.00%.

Yield is a measure of the net dividend and interest income earned over a
specific one month or 30- day period (seven-day period for the Cash Management
Subaccount) expressed as a percentage of the value of the Subaccount's
Accumulation Units. Yield is an annualized figure, which means that it is
assumed that the Subaccount generates the same level of net income over a
one-year period which is compounded on a semi-annual basis. The effective yield
for the Cash Management Subaccount is calculated similarly but includes the
effect of assumed compounding calculated under rules prescribed by the
Securities and Exchange Commission. The Cash Management Subaccount's effective
yield will be slightly higher than its yield due to this compounding effect.

For further information on performance calculations, see "Performance
Information" in the Statement of Additional Information.

<PAGE>

TABLE OF CONTENTS
OF THE STATEMENT OF ADDITIONAL
INFORMATION

Item Page
---- ----
General Description ....................................... 2
Services................................................... 2
Purchase of Securities..................................... 4

Deduction Table............................................ 5
Annuity Payments........................................... 5
Other Information.......................................... 7
Performance Information.................................... 7
Relevance of Financial Statements.......................... 12
Appendices................................................. 13
Financial Statements....................................... 18

APPENDIX I

STATE AND LOCAL TAXES*

Alabama.................................... 1.00%
Alaska..................................... --
Arizona.................................... --
Arkansas................................... --
California................................. 2.35
Colorado................................... --
Connecticut................................ --
Delaware................................... --
District of Columbia....................... 2.25
Florida.................................... --
Georgia.................................... --
Illinois................................... --
Indiana.................................... --
Iowa....................................... --
Kentucky................................... 2.00
Louisiana.................................. --
Maryland................................... --
Massachusetts.............................. --
Michigan................................... --
Minnesota.................................. --

Mississippi................................ 2.00%
Missouri................................... --
Nebraska................................... --
New Jersey................................. --
New Mexico................................. --
New York................................... --

North Carolina............................. --

Ohio....................................... --
Oklahoma................................... --
Oregon..................................... --
Pennsylvania............................... 2.00
Rhode Island............................... --
South Carolina............................. --
Tennessee.................................. --
Texas...................................... --
Utah....................................... --
Virginia................................... --
Washington................................. --
West Virginia.............................. 1.00
Wyoming.................................... 1.00

- ----------

Note: The foregoing rates are subject to amendment by legislation and the
applicability of the stated rates may be subject to administrative
interpretation.

* Includes local annuity premium taxation.

<PAGE>

First Investors Life
Variable Annuity
Fund C

- ---------------------------
Individual Variable
Annuity Contracts

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

Prospectus

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

April 29, 1996

First Investors Logo

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

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

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

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

Glossary of Special Terms.......................... 2
Fee Table.......................................... 3
Condensed Financial Information.................... 4
General Description................................ 6
Purchases, Deductions, Charges and Expenses........ 11
Variable Annuity Contracts......................... 13
Federal Income Tax Status.......................... 18
Performance Information............................ 21
Table of Contents of the
Statement of Additional Information............... 22
Appendix I - State and Local Taxes................. 22

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY

Statement of Additional Information dated April 29, 1996

This Statement of Additional Information is not a Prospectus and should be
read in conjunction with the Prospectus for First Investors Life Variable
Annuity Fund C, dated April 29, 1996, which may be obtained at no cost by
writing to First Investors Life Insurance Company, 95 Wall Street, New York, New
York 10005, or by telephoning (212) 858-8200.

TABLE OF CONTENTS

Page
----
General Description................................ 2
Services........................................... 2
Purchase of Securities............................. 4
Deduction Table.................................... 5
Annuity Payments................................... 5

Other Information.................................. 7

Performance Information............................ 7

Relevance of Financial Statements.................. 12
Appendices......................................... 13
Financial Statements............................... 18

<PAGE>

GENERAL DESCRIPTION

First Investors Life Insurance Company. First Investors Life Insurance
Company, 95 Wall Street, New York, New York 10005 ("First Investors Life"), a
stock life insurance company incorporated under the laws of the State of New
York in 1962, writes life insurance, annuities and accident and health
insurance. First Investors Consolidated Corporation ("FICC") owns all of the
voting common stock of First Investors Management Company, Inc. ("FIMCO" or
"Adviser") and all of the outstanding stock of First Investors Life, First
Investors Corporation ("FIC" or "Underwriter") and Administrative Data
Management Corp., the Transfer Agent for First Investors Life Series Fund ("Life
Series Fund"). Mr. Glenn O. Head controls FICC and, therefore, controls the
Adviser.

Separate Account C. First Investors Life Variable Annuity Fund C ("Separate
Account C") was established on December 21, 1989 under the provisions of the New
York Insurance Law. The assets of Separate Account C are held separately from
the assets of First Investors Life and for that portion of such assets having a
value equal to, or approximately equal to, such reserves and contract
liabilities are not chargeable with liabilities arising out of any other
business of First Investors Life. Separate Account C is registered as a unit
investment trust under the Investment Company Act of 1940, as amended (the "1940
Act"), but such registration does not involve any supervision of the management
or investment practices or policies of Separate Account C.

The assets of each Subaccount of Separate Account C are invested at net
asset value in shares of the corresponding series (each a "Fund" and
collectively "Funds") of Life Series Fund. For example, the Blue Chip Subaccount
invests in the Blue Chip Fund, the Government Subaccount invests in the
Government Fund, and so on. The Life Series Fund's Prospectus describes the
risks attendant to an investment in each Fund of Life Series Fund. The eleven
Funds of Life Series Fund may be referred to as: First Investors Life Blue Chip
Fund, First Investors Life Cash Management Fund, First Investors Life Discovery
Fund, First Investors Life Government Fund, First Investors Life Growth Fund,
First Investors Life High Yield Fund, First Investors Life International
Securities Fund, First Investors Life Investment Grade Fund, First Investors
Life Target Maturity 2007 Fund, First Investors Life Target Maturity 2010 Fund
and First Investors Life Utilities Income Fund.

SERVICES

Custodian. First Investors Life, subject to applicable laws and
regulations, is the custodian of the securities of the Subaccounts of Separate
Account C. The assets of the Subaccounts of Separate Account C are held by
United States Trust Company of New York, 114 W. 47th Street, New York, New York
10036 under a safekeeping arrangement. Under the terms of a Safekeeping
Agreement dated December 13, 1979 between First Investors Life and United States
Trust Company of New York, securities and similar investments of the Subaccounts
of Separate Account C shall be deposited in the safekeeping of United States
Trust Company of New York. First Investors Life is responsible for the payment
of all expenses of, and compensation to, United States Trust Company of New York
in such amounts as may be agreed upon from time to time.

Independent Public Accountants. Tait, Weller & Baker, Two Penn Center
Plaza, Philadelphia, PA 19102, independent certified public accountants, has
been selected as the independent accountants for Separate Account C.

<PAGE>

Adviser. Investment advisory services to each Fund are provided by First
Investors Management Company, Inc., 95 Wall Street, New York, NY 10005 pursuant
to an Investment Advisory Agreement dated June 13, 1994 (the "Advisory
Agreement"). The Advisory Agreement was approved, with respect to each Fund, by
Life Series Fund's Board of Trustees, including a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" (as defined in
the 1940 Act) of any such party, in person at a meeting called for such purpose
and by the shareholders of each Fund.

Pursuant to the Advisory Agreement, FIMCO shall supervise and manage each
Fund's investments, determine each Fund's portfolio transactions and supervise
all aspects of each Fund's operations, subject to review by Life Series Fund's
Trustees. The Advisory Agreement also provides that FIMCO shall provide Life
Series Fund and each Fund with certain executive, administrative and clerical
personnel, office facilities and supplies, conduct the business and details of
the operation of each Fund and assume certain expenses thereof, other than
obligations or liabilities of a Fund, such as shareholder servicing fees and
expenses; custodian fees and expenses; legal and auditing fees; expenses of
communicating to existing shareholders, including preparing, printing and
mailing prospectuses and shareholder reports to such shareholders; and proxy and
shareholder meeting expenses.

Under the Advisory Agreement, each Fund pays the Adviser an annual fee,
paid monthly, according to the following schedule:

Annual
Average Daily Net Assets Rate
- ------------------------ ----
Up to $250 million...................................................... 0.75%
In excess of $250 million up to $500 million............................ 0.72
In excess of $500 million up to $750 million............................ 0.69
Over $750 million....................................................... 0.66

This fee is calculated separately for each Fund.

For the fiscal years ended December 31, 1993, 1994 and 1995, the Life
Series Fund paid the Adviser $871,844, $1,221,680 and $1,679,095, respectively,
in advisory fees.

Subadviser. Investment subadvisory services are provided to Growth Fund and
International Securities Fund by Wellington Management Company ("WMC" or
"Subadviser") pursuant to a Subadvisory Agreement dated June 13, 1994 (the
"Subadvisory Agreement"). The Subadvisory Agreement was approved, with respect
to each Fund, by Life Series Fund's Board of Trustees, including a majority of
the Trustees who are not parties to the Subadvisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party, in person at a meeting
called for such purpose and by the shareholders of Growth Fund and International
Securities Fund. The Subadvisory Agreement provides that WMC shall manage the
investment operations of each Fund subject to the oversight and supervision of
the Adviser and the Board of Trustees.

Under the Subadvisory Agreement, the Adviser will pay to the Subadviser a
fee at an annual rate of 0.400% of the average daily net assets of each Fund
allocated to WMC up to and including $50 million; 0.275% of such average daily
net assets in excess of $50 million up to and including $150 million, 0.225% of
such average daily net assets in excess of $150 million up to and including $500

<PAGE>

million; and 0.200% of such average daily net assets in excess of $500 million.
This fee is calculated separately for each Fund.

WMC, located at 75 State Street, Boston, MA 02109, is a Massachusetts
general partnership of which Robert W. Doran, Duncan M. McFarland and John B.
Neff are Managing Partners. WMC is a professional investment counseling firm
which provides investment services to investment companies, employee benefit
plans, endowment funds, foundations and other institutions and individuals. As
of December 31, 1995, WMC held discretionary investment authority with respect
to approximately $109.2 billion of assets. Of that amount, WMC acted as
investment adviser or subadviser to approximately 110 registered investment
companies or series of such companies, with net assets of approximately $76.1
billion as of December 31, 1995. WMC is not affiliated with the Adviser or any
of its affiliates.

Underwriter. First Investors Life and Separate Account C have entered into
an Underwriting Agreement with First Investors Corporation. FIC, an affiliate of
First Investors Life, and of the Adviser, has its principal business address at
95 Wall Street, New York, New York 10005. For the fiscal years ended December
31, 1993, 1994 and 1995, FIC received fees of $2,044,846, $2,609,538 and
$3,768,771, respectively, in connection with the distribution of the Contracts
in a continuous offering.

The Contracts are sold by insurance agents licensed to sell variable
annuities, who are registered representatives of the Underwriter or
broker-dealers who have sales agreements with the Underwriter.

PURCHASE OF SECURITIES

Purchase Payments. Investors in Separate Account C will be purchasing
Accumulation Units of a particular Subaccount only and not shares of the Fund in
which the Subaccount invests.

Purchase payments will be credited to a Contractowner's Account on the date
of receipt by First Investors Life of a completed application. In the event
First Investors Life receives an incomplete application, all required
information shall be provided not later than five business days following the
receipt of such application or the purchase payment will be returned to the
applicant at the end of such five-day period. Purchase payments, after
deductions for sales expenses and any applicable premium taxes (see "Deductions
from Purchase Payments"), will be allocated to the appropriate Subaccount or
Subaccounts.

Deductions from Purchase Payments. First Investors Life or FIC, as the
Underwriter, makes deductions, in accordance with the Deduction Table below,
from the purchase payment for expenses in connection with sales functions
relative to the Contracts. Reductions in sales charges are applicable to the
total amount of the purchase payment. In addition, any Additional Payment made
after the issuance of a Deferred Annuity Contract is subject to the sales charge
applicable to the total amount of all purchase payments previously made plus the
amount of the Additional Payment being made. The sales charge is intended to
cover expenses relating to the sale of the Contracts, including commissions paid
to persons distributing the Contracts and costs of preparation of sales
literature.

<PAGE>

- ----------
* Assumes that no premium taxes have been deducted.

ANNUITY PAYMENTS

Value of an Accumulation Unit. For each Subaccount of Separate Account C,
the value of an Accumulation Unit was arbitrarily initially set at $10.00. The
value of an Accumulation Unit for any subsequent Valuation Period is determined
by multiplying the value of an Accumulation Unit for the immediately preceding
Valuation Period by the Net Investment Factor for the Valuation Period for which
the Accumulation Unit Value is being calculated (see Appendix I, Example B). The
investment performance of each Fund, expenses and deductions of certain charges
affect the Accumulation Unit Value. The value of an Accumulation Unit for the
Subaccounts may increase or decrease from Valuation Period to Valuation Period.

Net Investment Factor. The Net Investment Factor for each Subaccount for
any Valuation Period is determined by dividing (a) by (b) and subtracting (c)
from the result, where:

(a) is the net result of:

(1) the net asset value per share of the applicable Fund determined at the
end of the current Valuation Period, plus

(2) the per share amount of any dividend or capital gains distributions
made by the applicable Fund if the "ex-dividend" date occurs during
the current Valuation Period.

(b) is the net asset value per share of the applicable Fund determined as of
the end of the immediately preceding Valuation Period.

(c) is a factor representing the charges deducted for mortality and expense
risks. Such factor is equal on an annual basis to 1.00% of the daily net
asset value of the Subaccount. This percentage represents approximately
0.6% charge for the mortality risk assumed and 0.4% charge for the expense
risk assumed.

<PAGE>

The Net Investment Factor may be greater or less than one, and therefore,
the value of an Accumulation Unit for any Subaccount may increase or decrease.
(For an illustration of this calculation, see Appendix I, Example A.)

Value of an Annuity Unit. For each Subaccount of Separate Account C, the
value of an Annuity Unit was arbitrarily initially set at $10.00. The value of
an Annuity Unit for any subsequent Valuation Period is determined by multiplying
the Annuity Unit Value for the immediately preceding Valuation Period by the Net
Investment Factor for the Valuation Period for which the Annuity Unit Value is
being calculated, and multiplying the result by an interest factor to offset the
effect of an investment earnings rate of 3.5% per annum, which is assumed in the
Annuity Tables contained in the Contract. (For an illustration of this
calculation, see Appendix III, Example A.)

Amount of Annuity Payments. When annuity payments are to commence, the
Accumulated Value to be applied to a variable annuity option will be determined
by multiplying the value of an Accumulation Unit for the Valuation Date on or
immediately preceding the seventh day before the Annuity Commencement Date by
the number of Accumulation Units owned. This seven day period is used to permit
calculation of amounts of annuity payments and mailing of checks in advance of
the due date. At that time, any applicable premium taxes not previously deducted
will be deducted from the Accumulated Value to determine the Net Accumulated
Value. The resultant value is then applied to the Annuity Tables set forth in
the Contract to determine the amount of the first monthly annuity payment. The
Contract contains Annuity Tables setting forth the amount of the first monthly
installment for each $1,000 of Accumulated Value applied. These Annuity Tables
vary according to the Annuity Option selected by the Contractowner and according
to the sex and adjusted age of the Annuitant and any Joint Annuitant at the
Annuity Commencement Date. The Contract contains a formula for determining the
adjusted age, and the Annuity Tables are determined from the Progressive Annuity
Table with interest at 3.5% per year and assumes births prior to 1900, adjusted
by a setback of four years of age for persons born 1900 and later and an
additional setback of one year of age for each completed 5 years by which the
year of birth is later than 1900. Annuity Tables used by other insurers may
provide greater or less benefits to the Annuitant.

The dollar amount of the first monthly Variable Payment, based on the
Subaccount determined as above, is divided by the value of an Annuity Unit for
the Subaccount for the Valuation Date on or immediately preceding the seventh
day before the Annuity Commencement Date to establish the number of Annuity
Units representing each monthly payment under the Subaccount. This seven day
period is used to permit calculation of amounts of annuity payments and mailing
of checks in advance of the due date. This number of Annuity Units remains fixed
for all variable annuity payments. The dollar amount of the second and
subsequent variable annuity payments is determined by multiplying the fixed
number of Annuity Units for the Subaccount by the applicable value of an Annuity
Value for the Valuation Date on or immediately preceding the seventh day before
the due date of the payment. The value of an Annuity Unit will vary with the
investment performance of the Fund, and, therefore, the dollar amount of the
second and subsequent variable annuity payments may change from month to month.
(For an illustration of the calculation of the first and subsequent Variable
Payments, see Appendix III, Examples B, C and D.)

A fixed annuity is an annuity with annuity payments which remain fixed as
to dollar amount throughout the payment period and is based on an assumed
interest rate of 3.5% per year built into the Annuity Tables in the Contract.

<PAGE>

OTHER INFORMATION

Time of Payments. All payments due under the Contracts will ordinarily be
made within seven days of the payment due date or within seven days after the
date of receipt of a request for partial surrender or termination. However,
First Investors Life reserves the right to suspend or postpone the date of any
payment due under the Contracts (1) for any period during which the New York
Stock Exchange ("NYSE") is closed (other than customary weekend and holiday
closings) or during which trading on the NYSE, as determined by the Securities
and Exchange Commission, is restricted; (2) for any period during which an
emergency, as determined by the Commission, exists as a result of which disposal
of securities held by the Funds is not reasonably practical or it is not
reasonably practical to determine the value of the Funds' net assets; or (3) for
such other periods as the Commission may by order permit for the protection of
security holders or as may be permitted under the 1940 Act.

Reports to Contractowners. First Investors Life will mail to each
Contractowner, at the last known address of record at the Home Office of First
Investors Life, at least annually, a report containing such information as may
be required by any applicable law or regulation and a statement of the
Accumulation Units credited to the Contract for each Subaccount and the
Accumulation Unit Values. In addition, latest available reports of Life Series
Fund will be mailed to each Contractowner.

Assignment. Any amounts payable under the Contracts may not be commuted,
alienated, assigned or otherwise encumbered before they are due. To the extent
permitted by law, no such payments shall be subject in any way to any legal
process to subject them to payment of any claims against any Annuitant, Joint
Annuitant or Beneficiary. The Contracts may be assigned.

PERFORMANCE INFORMATION

Separate Account C may advertise the performance of the Subaccounts in
various ways.

The yield for a Subaccount (other than Cash Management Subaccount) is
presented for a specified thirty-day period (the "base period"). Yield is based
on the amount determined by (i) calculating the aggregate amount of net
investment income earned by the Fund during the base period less expenses
accrued for that period (net of reimbursement), and (ii) dividing that amount by
the product of (A) the average daily number of Accumulation Units of the
Subaccount outstanding during the base period and (B) the maximum public
offering price per Accumulation Unit on the last day of the base period. The
result is annualized by compounding on a semi-annual basis to determine the
Subaccount's yield. For this calculation, interest earned on debt obligations
held by the underlying Fund is generally calculated using the yield to maturity
(or first expected call date) of such obligations based on their market values
(or, in the case of receivables-backed securities such as GNMA's, based on
cost). Dividends on equity securities are accrued daily at their estimated
stated dividend rates.

A Subaccount's "average annual total return" ("T") is an average annual
compounded rate of return. The calculation produces an average annual total
return for the number of years measured. It is the rate of return based on
factors which include a hypothetical initial investment of $1,000 ("P" in the
formula below) over a number of years ("n") with an Ending Redeemable Value
("ERV") of that investment, according to the following formula:

<PAGE>

T=[(ERV/P^)1/n]-1

The "total return" uses the same factors, but does not average the rate of
return on an annual basis. Total return is determined as follows:

[ERV-P]/P = TOTAL RETURN

In providing such performance data, each Subaccount will assume the payment
of the maximum sales charge of 7.00% (as a percentage of the purchase payment)
on the initial investment and the payment of the Mortality and Expense Risk Fee
of 1.00% ("P"). Each Subaccount will assume that during the period covered all
dividends and capital gain distributions are paid at net asset value per
Accumulation Unit, and that the investment is redeemed at the end of the period.

Average annual return and total return computed at the offering price for
the periods ended December 31, 1995 for each Subaccount are set forth in the
tables below:

AVERAGE ANNUAL TOTAL RETURN1

Life of
One Year Five Years Subaccount2
-------- ---------- -----------
Blue Chip Subaccount 23.41% 11.24% 12.32%
Discovery Subaccount 15.34 18.25 19.61
Government Subaccount 6.41 N/A 3.72
Growth Subaccount 15.22 10.97 12.05
High Yield Subaccount 10.25 8.14 12.72
International Securities Subaccount 9.23 7.58 7.80
Investment Grade Subaccount 10.13 N/A 5.61
Target Maturity 2007 Subaccount N/A N/A 13.27
Utilities Income Subaccount 19.93 N/A 4.29

- --------

1 The return figures assume the current maximum sales charge of 7.00%.
Prior to December 30, 1991, the maximum sales charge for Separate Account C was
7.25%. Some of the expenses for the underlying Funds were waived or reimbursed
from commencement of operations through December 31, 1995. Accordingly, return
figures for the Subaccounts are higher than they would have been had such
expenses not been waived or reimbursed.

2 The inception dates for the Subaccounts are as follows: Blue Chip
Subaccount - March 8, 1990; Discovery Subaccount, Growth Subaccount and High
Yield Subaccount - November 9, 1987; International Securities Subaccount - April
16, 1990; Government Subaccount and Investment Grade Subaccount - January 7,
1992; Utilities Income Subaccount - November 15, 1993; Target Maturity 2007
Subaccount - April 26, 1995.

<PAGE>

TOTAL RETURN1

Life of
One Year Five Years Subaccount2
-------- ---------- -----------
Blue Chip Subaccount 23.41% 70.31% 83.21%
Discovery Subaccount 15.34 131.19 154.29
Government Subaccount 6.41 N/A 15.67
Growth Subaccount 15.22 68.25 80.93
High Yield Subaccount 10.25 47.91 86.66
International Securities Subaccount 9.23 44.08 47.90
Investment Grade Subaccount 10.13 N/A 24.30
Target Maturity 2007 Subaccount N/A N/A 13.27
Utilities Income Subaccount 19.93 N/A 9.35

Average annual total return and total return may also be based on
investment at reduced sales charge levels or at net asset value. Any quotation
of return not reflecting the maximum sales charge will be greater than if the
maximum sales charge were used. Average annual return and total return computed
at net asset value for the periods ended December 31, 1995 for each Subaccount
are set forth in the tables below:

AVERAGE ANNUAL TOTAL RETURN1

Life of
One Year Five Years Subaccount2
-------- ---------- -----------

Blue Chip Subaccount 32.65% 12.87% 13.89%
Discovery Subaccount 24.00 19.99 21.29
Government Subaccount 14.42 N/A 5.62
Growth Subaccount 23.90 12.59 13.63
High Yield Subaccount 18.58 9.72 14.31
International Securities Subaccount 17.48 9.15 9.31
Investment Grade Subaccount 18.47 N/A 7.55
Target Maturity 2007 Subaccount N/A N/A 21.80
Utilities Income Subaccount 28.93 N/A 7.90

- --------

<PAGE>

TOTAL RETURN1

Life of
One Year Five Years Subaccount2
-------- --------- -----------
Blue Chip Subaccount 32.65% 83.19% 96.96%
Discovery Subaccount 24.00 148.68 173.39
Government Subaccount 14.42 N/A 24.35
Growth Subaccount 23.90 80.96 94.58
High Yield Subaccount 18.58 59.04 100.73
International Securities Subaccount 17.48 54.92 59.05
Investment Grade Subaccount 18.47 N/A 33.63
Target Maturity 2007 Subaccount N/A N/A 21.80
Utilities Income Subaccount 28.93 N/A 17.55

Return information may be useful to investors in reviewing a Subaccount's
performance. However, the total return and average annual total return will
fluctuate over time and the return figures for any given past period is not an
indication or representation by Separate Account C of future rates of return of
any Subaccount.

At times, a Fund's Adviser may reduce its compensation or assume expenses
of the Fund in order to reduce the Fund's expenses. Any such waiver or
reimbursement would increase the corresponding Subaccount's total return,
average annual total return and yield during the period of the waiver or
reimbursement.

Each Subaccount may include in advertisements and sales literature,
examples, information and statistics that illustrate the effect of taxable vs.
tax-deferred compounding income at a fixed rate of return to demonstrate the
growth of an investment over a stated period of time resulting from the payment
of dividends and capital gains distributions in additional Accumulation Units.
The examples may include hypothetical returns comparing taxable versus
tax-deferred growth which would pertain to an IRA, Section 403(b)(7) Custodial
Account or other qualified retirement program. The examples used will be for
illustrative purposes only and are not representations by any Subaccount of past
or future yield or return of any of the Subaccounts.

From time to time, in reports and promotional literature, Separate Account
C may compare the performance of its Subaccounts to, or cite the historical
performance of, other variable annuities. The

- --------

<PAGE>

performance rankings and ratings of variable annuities reported in L-VIPPAS, a
monthly publication for insurance companies and money managers published by
Lipper Analytical Services, Inc. and in Morningstar Variable Annuity Performance
Report, also a monthly publication published by Morningstar, Inc., may be used.
Additionally, performance rankings and ratings reported periodically in national
financial publications such as MONEY, FORBES, BUSINESS WEEK, BARRON'S, FINANCIAL
TIMES, CHANGING TIMES, FORTUNE, NATIONAL UNDERWRITER, etc., may also be used.
Quotations from articles appearing in daily newspaper publications such as THE
NEW YORK TIMES, THE WALL STREET JOURNAL and THE NEW YORK DAILY NEWS may be
cited.

Determination of Current and Effective Yield. Separate Account C provides
current yield quotations for the Cash Management Subaccount based on the
underlying Fund's daily dividends. The underlying Fund declares dividends from
net investment income daily and pays them monthly.

For purposes of current yield quotations, dividends per Accumulation Unit
for a seven-day period are annualized (using a 365-day year basis) and divided
by the average value of an Accumulation Unit for the seven-day period.

The current yield quoted will be for a recent seven day period. Current
yields will fluctuate from time to time and are not necessarily representative
of future results. The investor should remember that yield is a function of the
type and quality of the instruments in the portfolio, portfolio maturity and
operating expenses. Current yield information is useful in reviewing the Cash
Management Subaccount's performance but, because current yield will fluctuate,
such information may not provide a basis for comparison with bank deposits or
other investments which may pay a fixed yield for a stated period of time, or
other investment companies, which may use a different method of calculating
yield.

In addition to providing current yield quotations, Separate Account C
provides effective yield quotations for the Cash Management Subaccount for a
base period return of seven days. An effective yield quotation is determined by
a formula which requires the compounding of the unannualized base period return.
Compounding is computed by adding 1 to the unannualized base period return,
raising the sum to a power equal to 365 divided by 7 and subtracting 1 from the
result.

<PAGE>

The following is an example, for purposes of illustration only, of the
current and effective yield calculation for the seven day period ended December
31, 1995.

Dividends per accumulation unit from net investment income
(seven calendar days ended December 31, 1995)
(Base Period)................................................ $.001006760
Annualized (365 day basis)*.................................. $.052495340
Average value per accumulation unit for the
seven calendar days ended December 31, 1995.................. $1.00
Annualized historical yield per accumulation unit for the
seven calendar days ended December 31, 1995.................. 5.25%
Effective Yield**............................................ 5.38%
Weighted average life to maturity of the
portfolio on December 31, 1995 was 67 days

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

* This represents the average of annualized net investment income per
accumulation unit for the seven calendar days ended December 31, 1995

** Effective Yield = [(Base Period Return+1)365/7] - 1

The figures in the above example do not include the maximum sales charge of
7.00%. Accordingly, all yield quotations are higher than they would have been
had such expense been included.

Separate Account C's Prospectus and Statement of Additional Information may
be in use for a full year and, accordingly, it can be expected that yields will
fluctuate substantially from the example shown above.

RELEVANCE OF FINANCIAL STATEMENTS

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

<PAGE>

APPENDICES

<PAGE>

APPENDIX I

EXAMPLE A
Formula and Illustration for Determining
the Net Investment Factor of a
Separate Account

Net Investment Factor = A + B
----- - D
C

Where:

<S> <C>

A = The Net Asset Value of a Fund share as of the end of the current
Valuation Period.
Assume............................................................................ = $8.51000000
B = The per share amount of any dividend or capital gains distribution
since the end of the immediately preceding Valuation Period.
Assume............................................................................ = 0
C = The Net Asset Value of a Fund share at the end of the immediately
preceding Valuation Period.
Assume............................................................................ = $8.39000000
D = The daily deduction for mortality and expense risks, which totals 1.0%
on an annual basis.
On a daily basis................................................................... = .00002740
Then, the Net Investment Factor = 8.51000000 + 0
-------------- - .00002740 ........................... = 1.01427534
8.39000000

EXAMPLE B

Formula and Illustration for Determining
Accumulation Unit Value of a
Separate Account

Accumulation Unit Value = A x B Where:
<S> <C>
A = The Accumulation Unit Value for the immediately preceding Valuation
Period.
Assume............................................................................. = $1.46328760
B = The Net Investment Factor for the current Valuation Period.
Assume............................................................................. = 1.01427534
Then, the Accumulation Unit Value = $1.46328760 x 1.01427534............................... = 1.48417653

14
</TABLE>

<PAGE>

APPENDIX II

EXAMPLE A
Formula and Illustration for Determining
Death Benefit Payable Under
Annuity Option 4-Unit Refund Life Annuity

Upon the death of the Annuitant the designated Beneficiary under this option
will receive under a Separate Account a lump sum death benefit of the then
dollar value of a number of Annuity Units computed using the following formula:

Annuity Units Payable = A A
-- - (CxD), if -- is greater than CxD
B B

Where:
<TABLE>
<CAPTION>

<S> <C>
A = The net benefit applied on the Annuity Commencement Date to purchase
the Variable Annuity.
Assume............................................................................ = $20,000.00
B = The Annuity Unit Value at the Annuity Commencement Date.
Assume............................................................................ = $1.08353012
C = The number of Annuity Units represented by each payment made.
Assume............................................................................ = 116.61488844
D = The total number of monthly Variable Annuity Payments made prior to
the Annuitant's death.
Assume............................................................................ = 30
</TABLE>

Then the number of Annuity Units Payable:

$20,000.00
--------------- - (116.61488844 x 30)
$1.08353012

= 18,458.18554633 - 3,498.46665300

= 15,076.35378177

If the value of an Annuity Unit on the date of receipt of notification of death
was $1.12173107 then the amount of the death benefit under the Separate Account
would be:

15,076.35378177 x $1.12173107 = $16,911.61

<PAGE>

APPENDIX III

EXAMPLE A
Formula and Illustration for Determining
Annuity Unit Value of a
Separate Account

Annuity Unit Value = A x B x C

Where:

<S> <C>
A = Annuity Unit Value of the immediately preceding Valuation Period.
Assume............................................................................ = $1.10071211
B = Net Investment Factor for the Valuation Period for which the Annuity
Unit is being calculated.
Assume............................................................................ = 1.0083530
C = A factor to neutralize the assumed interest rate of 3 1/2% built into
the Annuity tables used.
Daily factor equals............................................................... = 0.99990575

Then, the Annuity Value is:

$1.10071211 x 1.0053530 x 0.99990575 = $1.10152771

EXAMPLE B

Formula and Illustration for Determining
Amount of First Monthly Variable Annuity Payment from
One Separate Account

First Monthly Variable Annuity Payment = A
------- x B
$1,000

Where:

<S> <C>
A = The Accumulated Value allocated to a Separate Account for the
Valuation Date on or immediately preceding the seventh day before the
Annuity Commencement Date.
Assume............................................................................ = $20,000.00
B = The Annuity purchase rate per $1,000 based upon the option selected,
the sex and adjusted age of the Annuitant according to the tables
contained in the Contract.
Assume............................................................................ = $6.40
</TABLE>

Then, the first Monthly Variable Payment = $20,000
-------- x $6.40 = $128.00
$1,000

<PAGE>

EXAMPLE C

Formula and Illustration for Determining
the Number of Annuity Units for One Separate Account
Represented by Each Monthly Variable Annuity Payment

Number of Annuity Units = A
--
B

Where:

<S> <C>
A = The dollar amount of the first monthly Variable Annuity Payment.
Assume............................................................................ = $128.00
B = The Annuity Unit Value for the Valuation Date on or immediately
preceding the seventh day before the Annuity Commencement Date.
Assume............................................................................ = $1.09763000

Then, the number of Annuity Units = $123.00
----------- = 116.61488844
$1.09763000

EXAMPLE D

Formula and Illustration for Determining
the Amount of Second and Subsequent Monthly Variable
Annuity Payments From One Separate Account

Second Monthly Variable Annuity Payment = A x B

Where:

<S> <C>
A = The Number of Annuity Units represented by each monthly Variable
Annuity Payment.
Assume............................................................................ = 116.61488844
B = The Annuity Unit Value for the Valuation Date on or immediately
preceding the seventh day before the date on which the second (or
subsequent) Variable Annuity Payment is due.
Assume............................................................................ = $1.11834234
</TABLE>

Then, the second monthly Variable Annuity Payment =
116.61488844 x $1.11834234 = $130.42

The above example was based upon the assumption of an increase in the Annuity
Unit Value since the initial Variable Annuity Payment due to favorable
investment results of the Separate Account and the Fund. If the investment
results were less favorable, a decrease in the Annuity Unit Value and in the
second monthly Variable Annuity Payment could result. Assume B above was
$1.08103230.

Then, the second monthly Variable Annuity Payment = 116.61488844 x $1.08103230 =
$126.06

<PAGE>

FINANCIAL STATEMENTS

<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 Variable Annuity Fund C (a separate account of First Investors Life
Insurance Company, registered as a unit investment trust under the Investment
Company Act of 1940), as of December 31, 1995, and the related statements 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
Variable Annuity Fund C as of December 31, 1995, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended, in conformity with generally accepted
accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1996

<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF ASSETS AND LIABILITIES

December 31, 1995

ASSETS
Investments at net asset value (Note 3):
First Investors Life Series Fund ........................... $201,474,274
Cash ......................................................... 173,334
------------
Total Assets ........................................... $201,647,608
------------

LIABILITIES
Payable to First Investors Life Insurance Company ............ 1,083,287
Other Liabilities ............................................ 173,334
------------
Total Liabilities ...................................... 1,256,621
------------

NET ASSETS ..................................................... $200,390,987
============

Net assets represented by Contracts in accumulation period ..... $200,390,987
============

See notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF OPERATIONS

Year ended December 31, 1995

INVESTMENT INCOME
Income:
Dividends ................................................. $ 6,908,902
-----------

Total income .......................................... 6,908,902
-----------

Expenses:
Mortality and expense risks (Note 4) ...................... 1,594,189
-----------

Total expenses ........................................ 1,594,189
-----------

NET INVESTMENT INCOME ......................................... 5,314,713
-----------

UNREALIZED APPRECIATION ON INVESTMENTS
Beginning of year ........................................... 5,266,578
End of year ................................................. 32,339,209
-----------

Change in unrealized appreciation on investments .............. 27,072,631
-----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .......... $32,387,344
===========

See notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENTS OF CHANGES IN NET ASSETS

Years ended December 31,

<TABLE>
<CAPTION>
1995 1994
------------- -------------
<S> <C> <C>
Increase (Decrease) in Net Assets
From Operations
Net investment income .......................................... $ 5,314,713 $ 1,034,247
Change in unrealized appreciation on investments ............... 27,072,631 (4,360,632)
------------- -------------

Net increase (decrease) in net assets resulting from operations 32,387,344 (3,326,385)
------------- -------------

From Unit Transactions
Net insurance premiums ......................................... 66,836,279 43,974,468
Contract payments .............................................. (20,435,656) (8,918,667)
------------- -------------

Increase in net assets derived from unit transactions .......... 46,400,623 35,055,801
------------- -------------

Net increase in net assets .................................. 78,787,967 31,729,416

Net Assets

Beginning of year ................................................. 121,603,020 89,873,604
------------- -------------
End of year ....................................................... $ 200,390,987 $ 121,603,020
============= =============
</TABLE>

See notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

NOTES TO FINANCIAL STATEMENTS
December 31, 1995

Note 1 -- Organization

First Investors Life Variable Annuity Fund C (Separate Account C), 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 Separate Account C 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 Practices

INVESTMENTS

Shares of the Fund held by Separate Account C 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.

FEDERAL INCOME TAXES

Separate Account C 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 C 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 C.

Note 3 -- Investments

Investments consist of the following:

<TABLE>
<CAPTION>
Net Asset Market
Shares Value Value Cost
------ ----- ----- ----
<S> <C> <C> <C> <C>
First Investors Life Series Fund
Cash Management.................................. 2,965,482 $ 1.00 $ 2,965,482 $ 2,965,482
High Yield....................................... 1,169,693 11.57 13,533,280 12,266,556
Growth........................................... 1,651,078 20.47 33,796,226 27,637,303
Discovery........................................ 1,420,244 23.27 33,053,274 27,602,810
Blue Chip........................................ 2,811,214 16.98 47,730,253 37,137,254
International Securities......................... 1,539,896 15.58 23,993,534 19,637,086
Government....................................... 834,038 10.52 8,771,618 8,557,935
Investment Grade................................. 1,233,111 11.73 14,467,617 13,125,964
Utilities Income................................. 1,133,534 11.74 13,303,742 11,210,052
Target Maturity 2007............................. 804,138 12.26 9,859,248 8,883,075
------------- -------------
$201,474,274 $169,023,517
============= =============
</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.

As of December 31, 1995 FIL held shares in the Cash Management and Target
Maturity 2007 Series in the amount of $611,548.

Note 4 -- Mortality and Expense Risks and Deductions

In consideration for its assumption of the mortality and expense risks
connected with the Variable Annuity Contracts, FIL deducts an amount equal on an
annual basis to 1.00% of the daily net asset value of Separate Account C. The
deduction for the year ended December 31, 1995 was $1,594,189. An additional
administrative charge of $7.50 may be deducted annually by FIL from the
Accumulated Value of Deferred Annuity Contracts which have an Accumulated Value
of less than $1,500 due to partial surrenders. There was no deduction under this
provision during 1995.

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

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

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

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

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1996

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
BALANCE SHEETS

ASSETS
<TABLE>
<CAPTION>

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

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

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

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

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

STOCKHOLDER'S EQUITY:

Common Stock, par value $4.75; authorized,

issued and outstanding 534,350 shares ........................................... 2,538,163 2,538,163
Additional paid in capital ........................................................ 6,496,180 6,496,180
Unrealized holding gains (losses) on available-for-sale

securities (note 2) ............................................................. 1,878,000 (2,486,000)
Retained earnings ................................................................. 28,867,902 24,648,563
------------- -------------

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

Total liabilities and stockholder's equity ................................... $ 512,550,714 $ 393,568,299
============= =============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

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

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

BENEFITS AND EXPENSES

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

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

Income before Federal income tax and cumulative

effect of a change in accounting principle ......................... 6,396,339 3,045,062 3,565,165

Federal income tax (note 7):

Current ........................................................... 2,553,000 838,000 1,425,000
Deferred .......................................................... (376,000) (352,000) (721,000)
------------ ------------ ------------

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

Income before cumulative effect

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

Cumulative effect on prior years

of a change in accounting principle (note 7) ...................... -- -- 540,000
------------ ------------ ------------

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

Income per share, based on 534,350 shares outstanding
Income before cumulative effect

of a change in accounting principle ............................... $ 7.90 $ 4.79 $ 5.35
Cumulative effect of a change in accounting principle ............... -- -- 1.01
------------ ------------ ------------
$ 7.90 $ 4.79 $ 6.36
============ ============ ============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

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

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

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

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

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

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

Cash

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

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

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year ended Year Ended Year Ended
December 31, 1995 December 31, 1994 December 31, 1993
----------------- ----------------- -----------------
<S> <C> <C> <C>
Reconciliation of net income to net cash
provided by (used for) operating activities:

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

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

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

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

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

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS

Note 1 -- Basis of Financial Statements

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

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

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

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

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

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

Note 2 -- Other Significant Accounting Practices

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

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

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

Held-to-Maturity Securities

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

Trading Securities

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

Available-For-Sale Securities

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

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

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

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

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

Net investment income ......................................... $9,363,212 $8,835,356 $8,470,643
========== ========== ==========

The amortized cost and estimated market values of investments at December
31, 1995 and 1994 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, 1995
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies .......................................... $ 40,056,913 $ 1,459,984 $ -- $ 41,516,897
Debt Securities issued by
States of the U.S. .................................... 9,067,445 215,464 10,295 9,272,614
Corporate Debt Securities .............................. 53,636,330 1,872,502 121,193 55,387,639
Equity Securities ...................................... 500,000 55,000 -- 555,000
Other Debt Securities .................................. 7,010,398 78,876 6,338 7,082,936
------------ ------------ ------------ ------------
$110,271,086 $ 3,681,826 $ 137,826 $113,815,086
============ ============ ============ ============

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

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

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

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

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

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

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

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

Traditional Ordinary Life and Health

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

Universal Life and Variable Life

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

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

Annuities

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

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

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 3 -- Fair Value of Financial Instruments

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

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

Note 4 -- Retirement Plans

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

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

Note 5 -- Commitments and Contingent Liabilities

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

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

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

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 6 -- Adjustments Made to Statutory Accounting Practices

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

<TABLE>
<CAPTION>
Net Income Capital Shares and Surplus
Year Ended December 31 at December 31
----------------------- ------------------------
1995 1994 1993 1995 1994 1993
------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Reported on a statutory basis ............... $3,593,786 $2,205,814 $1,682,537 $21,600,537 $18,020,531 $15,933,807

Adjustments:
Deferred policy acquisition costs (b) .... (554,677) (434,228) (274,329) 17,318,214 19,321,891 19,006,119
Future policy benefits (a) ............... 422,387 727,849 669,990 (2,912,483) (3,334,870)
Deferred income taxes .................... 376,000 352,000 1,261,435 12,000 1,884,000 (1,322,799)
Premiums due and deferred (e) ............ 80,133 70,968 11,558 (1,444,568) (1,524,702) (1,595,669)
Cost of colletion and other statutory
liabilities ............................ (16,318) (32,454) 8,598 49,267 65,585 98,039
Non-admitted assets ...................... -- -- -- 395,758 385,500 423,038
Asset valuation reserve .................. -- -- -- 1,016,830 901,041 744,264
Interest maintenance reserve ............. (40,804) (71,048) (222,809) 200,690 (5,070) 325,965
Gross unrealized holding gains (losses) on
available-for-sale securities .......... -- -- -- 3,544,000 (4,517,000) 4,623,799
Net realized capital gains (losses) ...... 373,582 (259,987) 262,712 -- -- --
Other .................................... (14,750) 148 1,473 -- -- --
625,553 353,248 1,718,628 18,179,708 13,176,375 18,240,037
In accordance with generally accepted
accounting principles .................... $4,219,339 $2,559,062 $3,401,165 $39,780,245 $31,196,906 $34,173,844

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

</TABLE>

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

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

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

<TABLE>
<CAPTION>
Distribution of Liabilities* Basis of Assumptions
- --------------------------------------------------------------------------------------------
Years
1995 1994 of Issue Interest Mortality Table Withdrawal
---- ---- -------- -------- --------------- ----------

Non-par:
<S> <C> <C> <C> <C> <C>
$ 1,722,604 $ 1,721,636 1962-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton B
5,668,858 5,764,026 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton B
2,574,079 2,583,886 1984-1988 7 1/2% 85% of 1965-70 Basic Select Modified
plus Ultimate Linton B
74,055 62,830 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Linton B
109,919 99,022 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Actual
39,885 41,021 1989-Present 8% 1975-80 Basic Select plus Ultimate Actual
31,896,847 31,043,074 1985-Present 6% Accumulation of Funds --
Par:
224,307 232,295 1966-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton A
13,557,033 13,696,383 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton A
988,555 1,037,503 1981-1984 7 1/4% 90% of 1965-70 Basic Select
plus Ultimate Linton B
4,713,069 4,634,783 1983-1988 9 1/2% 80% of 1965-70 Basic Select
plus Ultimate Linton B
12,459,045 9,922,152 1990-Present 8% 66% of 1975-80 Basic Select
plus Ultimate Linton B
Annuities:
25,202,605 32,707,541 1976-Present 5 1/2% Accumulation of Funds --
Miscellaneous:
15,161,153 12,776,574 1962-Present 2 1/2%-3 1/2% 1958-CSO None
</TABLE>
- ----------
* The above amounts are before deduction of deferred premiums of $1,017,841
in 1995 and $1,065,962 in 1994.

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

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

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

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

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

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

Note 7 -- Federal Income Taxes

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

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

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

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

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

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

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

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

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C

PART C: OTHER INFORMATION

ITEM 24. Financial Statement and Exhibits

(a) Financial Statements:

The financial statements for the period ending December 31, 1995
for First Investors Life Insurance Company and First Investors
Life Variable Annuity Fund C are included in Part B, except
Condensed Financial Information on Accumulation Unit Values,
which is included in Part A.

(b) Exhibits:

1.1 Resolution of the Board of Directors of First Investors Life
Insurance Company creating Separate Account C

2.1 Safekeeping Agreement between First Investors Life Insurance
Company and United States Trust Company of New York

3. Distribution Contracts:

(a)1 Underwriting Agreement between First Investors Life
Insurance Company and First Investors Corporation

(b)1 Specimen Variable Annuity Dealer Agreement between
First Investors Corporation and dealers

(d)1 Schedules of sales commissions

4.1 Specimen Individual Variable Annuity Contract issued by
First Investors Life Insurance Company for participation in
Separate Account C

5.1 Form of application used with Individual Variable Annuity
Contracts provided in response to (4) above

6. (a)2 Declaration of Intention and Charter of First Investors
Life Insurance Company, together with all Amendments

(b)2 By-laws of First Investors Life Insurance Company

7. Not applicable

8. Not applicable

C-1

<PAGE>

9.5 Opinion of counsel

10. (a) Consent of Independent Public Accountants

(b)4 Powers of Attorney

11. Not applicable

12. Not applicable

13. Performance Calculations

14. Not applicable

1 Incorporated by reference from Registrant's Registration Statement (File
No. 33-33419) filed on February 9, 1990.

2 Incorporated by reference from Pre-Effective Amendment No. 2 to
Registrant's Registration Statement (File No. 33-33419) filed on June 28,
1990.

3 Incorporated by reference from Post-Effective Amendment No. 1 to
Registrant's Registration Statement (File No. 33-33419) filed on April 26,
1991.

4 Incorporated by reference from Post-Effective Amendment No. 4 to
Registrant's Registration Statement (File No. 33-33419) filed on April 30,
1993.

5 Incorporated by reference from Registrant's Rule 24f-2 Notice for its
fiscal year ending December 31, 1995 filed on February 27, 1996.

ITEM 25. Directors and Officers of First Investors Life Insurance Company

Position and Office
Name and Principal with First Investors
Business Address Life Insurance Company
- ---------------- ----------------------

Lawrence M. Falcon Senior Vice President
95 Wall Street and Comptroller
New York, NY 10005

Richard H. Gaebler President and Director
95 Wall Street
New York, NY 10005

Jay G. Baris Director
919 Third Avenue
New York, NY 10022

William H. Drinkwater First Vice President
95 Wall Street and Chief Actuary
New York, NY 10005

C-2

<PAGE>

Position and Office
Name and Principal with First Investors
Business Address Life Insurance Company
- ---------------- ----------------------

George V. Ganter Director
95 Wall Street
New York, NY 10005

Glenn O. Head Chairman and Director
95 Wall Street
New York, NY 10005

Scott Hodes Director
Ross & Hardies
150 N. Michigan Avenue
Chicago, IL 60601

Carol Lerner Brown Secretary
95 Wall Street
New York, NY 10005

Jackson Ream Director
NCNB Texas National Bank
P.O. Box 225961
Dallas, TX 75265

Nelson Schaenen Jr. Director
Weiss, Peck & Greer
One New York Plaza
New York, NY 10004

Robert J. Grosso Director
95 Wall Street
New York, NY 10005

John T. Sullivan Director
95 Wall Street
New York, NY 10005

Kathryn S. Head Director
581 Main Street
Woodbridge, NJ 07049

Ada M. Suchow Vice President
95 Wall Street
New York, NY 10005

William M. Lipkus Chief Accounting Officer
95 Wall Street
New York, NY 10005

ITEM 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

C-3

<PAGE>

There are no persons directly or indirectly controlled by or under common
control with the Registrant. Set forth below are all persons controlled by or
under common control with First Investors Life Insurance Company:

Route 33 Realty Corporation (New Jersey). Ownership: 100% by First
Investors Life Insurance Company; Principal Business: Real Estate;
Subsidiary of First Investors Life Insurance Company.

First Investors Consolidated Corporation (FICC) (Delaware). Ownership:
Glenn O. Head and Julie W. Grayson (as executrix of the Estate of David D.
Grayson) are controlling persons of the voting stock; Principal Business:
Holding Company; Parent of First Investors Life Insurance Company.

Administrative Data Management Corp. (New York). Ownership: 100% owned by
FICC; Principal Business: Transfer Agent; Affiliate of First Investors Life
Insurance Company.

Executive Investors Management Company, Inc. (Delaware). Ownership: 100%
owned by FICC; Principal Business: Investment Advisor; Affiliate of First
Investors Life Insurance Company.

First Investors Asset Management Company, Inc. (Delaware). Ownership: 100%
owned by FICC; Principal Business: Investment Advisor; Affiliate of First
Investors Life Insurance Company.

First Investors Corporation (New York). Ownership: 100% owned by FICC;
Principal Business: Broker-Dealer; Affiliate of First Investors Life
Insurance Company.

First Investors Leverage Corporation (New York). Ownership: 100% owned by
FICC; Principal Business: Inactive; Affiliate of First Investors Life
Insurance Company.

First Investors Management Company, Inc. (New York). Ownership: 100% of
voting common stock owned by FICC; Principal Business: Investment Advisor;
Affiliate of First Investors Life Insurance Company.

First Investors Realty Company, Inc. (New Jersey). Ownership: 100% owned by
FICC; Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.

First Investors Resources, Inc. (Delaware). Ownership: 100% owned by FICC;
Principal Business: Commodity Pool Operator; Affiliate of First Investors
Life Insurance Company.

Executive Investors Corporation. (Delaware). Ownership: 100% owned by FICC;
Principal Business: Broker-Dealer; Affiliate of First Investors Life
Insurance Company.

First Financial Savings Bank, S.L.A. (FFSB) (New Jersey). Ownership: 100%
owned by FICC, except Directors Qualifying Shares; Principal Business:
Savings and Loan; Affiliate of First Investors Life Insurance Company.

C-4

<PAGE>

First Investors Credit Corporation (New Jersey). Ownership: 100% owned by
FFSB; Principal Business: Inactive; Affiliate of First Investors Life
Insurance Company.

N.A.K. Realty Corporation (New Jersey). Ownership: 100% owned by FICC;
Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.

Real Property Development Corporation (New Jersey). Ownership: 100% owned
by FICC; Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.

First Investors Credit Funding Corporation (New York). Ownership: 100%
owned by FICC; Principal Business: Sells commercial paper; Affiliate of
First Investors Life Insurance Company.

School Financial Management Services, Inc. (Ohio). Ownership: 100% owned by
FICC; Principal Business: Tuition assistance program; Affiliate of First
Investors Life Insurance Company.

ITEM 27. Number of Contractowners

As of February 12, 1996, the number of owners of variable annuity contracts
offered by First Investors Life Variable Annuity Fund C was 9,877.

ITEM 28. Indemnification

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

C-5

<PAGE>

fees, actually and necessarily occurred 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.

ITEM 29. Principal Underwriters

(a) First Investors Corporation, Underwriter of the Registrant, is also
underwriter for:

First Investors Cash Management Fund, Inc.
First Investors Fund For Income, Inc.
First Investors Series Fund
First Investors Government Fund, Inc.
First Investors High Yield Fund, Inc.
First Investors Global Fund, Inc.
First Investors Multi-State Insured Tax Free Fund
First Investors New York Insured Tax Free Fund, Inc.
First Investors Insured Tax Exempt Fund, Inc.
First Investors Tax-Exempt Money Market Fund, Inc.
First Investors U.S. Government Plus Fund
First Investors Series Fund II, Inc.

First Investors Corporation is Sponsor of:

First Investors Single Payment and Periodic Payment Plans I for
Investment in First Investors Global Fund, Inc.
First Investors Single Payment and Periodic Payment Plans II for
Investment in First Investors Global Fund, Inc.
First Investors Single Payment and Periodic Payment Plans for Investment
in First Investors Fund For Income, Inc.
First Investors Single Payment and Periodic Payment Plans for Investment
in First Investors Government Fund, Inc.
First Investors Periodic Payment Plans for Investment in
First Investors High Yield Fund, Inc.
First Investors Single Payment and Periodic Payment Plans
for the Accumulation of Shares of First Investors Global
Fund, Inc.
First Investors Single Payment and Periodic Payment Plans
for Investment in First Investors Insured Tax Exempt
Fund, Inc.

(b) The following persons are the officers and directors of First Investors
Corporation:

Name and Principal Position and Office with
Business Address First Investors Corporation
- ---------------- ---------------------------

Glenn O. Head Chairman of the Board and Director
95 Wall Street
New York, NY 10005

C-6

<PAGE>

Name and Principal Position and Office with
Business Address First Investors Corporation
- ---------------- ---------------------------

Lawrence A. Fauci Senior Vice President and Director
95 Wall Street
New York, NY 10005

Kathryn S. Head Vice President, Chief Financial
581 Main Street Officer and Director
Woodbridge, NJ 07095

Joseph I. Benedek Treasurer
581 Main Street
Woodbridge, NJ 07095

Louis Rinaldi Senior Vice President
581 Main Street
Woodbridge, NJ 07095

Jeremiah J. Lyons Director
56 Weston Avenue
Chatham, NJ 07928

Frederick Miller Vice President
581 Main Street
Woodbridge, NJ 07095

Larry R. Lavoie Secretary and General Counsel
95 Wall Street
New York, NY 10005

Marvin M. Hecker President
95 Wall Street
New York, NY 10005

Howard M. Factor Vice President
95 Wall Street
New York, NY 10005

Matthew Smith Vice President
581 Main Street
Woodbridge, NJ 07095

Anne Condon Vice President
581 Main Street
Woodbridge, NJ 07095

Robert J. Murphy Comptroller
581 Main Street
Woodbridge, NJ 07095

John T. Sullivan Director
95 Wall Street
New York, NY 10005

C-7

<PAGE>

Name and Principal Position and Office with
Business Address First Investors Corporation
- ---------------- ---------------------------

Jane W. Kruzan Director
15 Norwood Avenue
Summit, NJ 07901-0493

Roger L. Grayson Director
95 Wall Street
New York, NY 10005

ITEM 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained pursuant
to Section 31(a) of the Investment Company Act of 1940, as amended, are located
at the offices of First Investors Life Insurance Company, 95 Wall Street, New
York, New York 10005.

ITEM 31. Management Services

Not applicable.

ITEM 32. Undertakings

Registrant hereby makes the following undertakings:

(a) An undertaking to file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that the audited
financial statements in the registration statement are never more than
16 months old for so long as payments under the variable annuity
contracts may be accepted;

(b) An undertaking to include either (1) as part of any application to
purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information
or (2) a post card or similar written communication affixed to or
included in the prospectus that the applicant can remove to send for a
Statement of Additional Information;

(c) An undertaking to deliver any Statement of Additional Information and
any financial statements required to be made available under this Form
promptly upon written or oral request.

C-8

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------ -----------

99.N4.10 Consent of Accountants

99.N4.13 Performance calculations

C-9

<PAGE>

SIGNATURES

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

FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND C

(Registrant)

By /s/ RICHARD H. GAEBLER
---------------------------------
Richard H. Gaebler, President
First Investors Life Insurance
Company

FIRST INVESTORS LIFE INSURANCE
COMPANY
(Depositor)

By /s/ RICHARD H. GAEBLER
---------------------------------
Richard H. Gaebler
President

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

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

/s/ RICHARD H. GAEBLER President and Director April 22, 1996
- -------------------------
Richard H. Gaebler

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

<PAGE>

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

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

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We hereby consent to the use in Post-Effective Amendment No. 8 to the
Registration Statement on Form N-4 (File No. 33-33419) of our report dated
February 19, 1996 relating to the December 31, 1995 financial statements of
First Investors Life Variable Annuity Fund C and our report dated February 19,
1996 relating to the December 31, 1995 financial statements of First Investors
Life Insurance Company, which are included in said Registration Statement.

/s/Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 22, 1996

NAV Only Total Returns

Average Annual Total Return and Total Return for First Investors
Funds are calculated using the following standardized formula:

Average Annual
Total Return = ((ERV / P) - 1

Total Return = ((ERV + P) /P)

WHERE: ERV = Ending redeemable value of a hypothetical $1,000 investment
made at the beginning of 1, 5, 0r 10 year periods (or
fractional period thereof.)

P = a hypothetical initial investment of $1,000

N = number of years

The following table lists the information used to calculate the average
annual total return and total return for First Investors Life Series Fund as of
December 31, 1995.

<TABLE>
<CAPTION>
AVE. ANNUAL TOTAL
ERV P N TOTAL RETURN RETURN
--- - - ------------ ------
<S> <C> <C> <C> <C> <C>
Blue Chip Fund
--------------
1 year: $1,326.50 $1,000.00 1.00 32.65% 32.65%
5 years: $1,831.90 $1,000.00 5.00 12.87% 83.19%
Life of Fund: $1,969.60 $1,000.00 5.82 13.89% 96.96%

Discovery Fund
--------------
1 year: $1,240.00 $1,000.00 1.00 24.00% 24.00%
5 years: $2,486.80 $1,000.00 5.00 19.99% 148.68%
Life of Fund: $2,733.90 $1,000.00 8.15 21.29% 173.39%

Government Fund
---------------
1 year: $1,142.00 $1,000.00 1.00 14.42% 14.42%
Life of Fund: $1,243.50 $1,000.00 3.98 5.62% 24.35%

Growth Fund
-----------
1 year: $1,239.00 $1,000.00 1.00 23.90% 14,42%
5 years: $1,809.60 $1,000.00 5.00 12.59% 80.96%
Life of Fund: $1,945.80 $1,000.00 8.15 14.31% 94.58%

High Yield Fund
---------------
1 year: $1,185.80 $1,000.00 1.00 18.58% 18.58%
5 years: $1,590.40 $1,000.00 5.00 9.72% 59.04%
Life of Fund: $2,007.00 $1,000.00 8.15 14.31% 100.73%

International Securities Fund
-----------------------------
1 year: $1,174.80 $1,000.00 1.00 17.48% 17.48%
5 years: $1,549.20 $1,000.00 5.00 9.15% 54.92%
Life of Fund: $1,590.50 $1,000.00 5.71 9.31% 59.05%

Investment Grade Fund
---------------------
1 year: $1,184.70 $1,000.00 1.00 18.74% 18.74%
Life of Fund: $1,336.30 $1,000.00 3.98 7.55% 33.63%

Target Maturity 2007 Fund
-------------------------
Life of Fund: $1,218.00 $1,000.00 .68 21.80% 21.80%

Utilities Income Fund
---------------------
1 year: $1,289.30 $1,000.00 1.00 28.93% 28.93%
Life of Fund: $1,175.50 $1,000.00 2.09 7.90% 17.55%

</TABLE>
<PAGE>

SEC Standardized Total Returns

Average Annual Total Return and Total Return for First Investors
Funds are calculated using the following standardized formula:

Average Annual
Total Return = ((ERV / P) - 1

Total Return = ((ERV + P) /P)

WHERE: ERV = Ending redeemable value of a hypothetical $1,000 investment
made at the beginning of 1, 5, 0r 10 year periods (or
fractional period thereof.)

P = a hypothetical initial investment of $1,000

N = number of years

The following table lists the information used to calculate the
standardized average annual total return and total return for First Investors
Life Series Fund as of December 31, 1995.

<TABLE>
<CAPTION>
AVE. ANNUAL TOTAL
ERV P N TOTAL RETURN RETURN
--- - - ------------ ------
<S> <C> <C> <C> <C> <C>
Blue Chip Fund
--------------
1 year: $1,234.10 $1,000.00 1.00 23.41% 23.41%
5 years: $1,703.10 $1,000.00 5.00 11.24% 70.31%
Life of Fund: $1,832.10 $1,000.00 5.82 12.32% 83.21%

Discovery Fund
--------------
1 year: $1,153.40 $1,000.00 1.00 15.34% 15.34%
5 years: $2,311.90 $1,000.00 5.00 18.25% 131.19%
Life of Fund: $2,542.90 $1,000.00 8.15 19.61% 154.29%

Government Fund
---------------
1 year: $1,064.10 $1,000.00 1.00 6.41% 6.41%
Life of Fund: $1,156.70 $1,000.00 3.98 3.72% 15.67%

Growth Fund
-----------
1 year: $1,152.20 $1,000.00 1.00 15.22% 15.22%
5 years: $1,682.30 $1,000.00 5.00 10.97% 68.25%
Life of Fund: $1,809.30 $1,000.00 8.15 12.05% 80.93%

High Yield Fund
---------------
1 year: $1,102.50 $1,000.00 1.00 10.25% 10.25%
5 years: $1,479.10 $1,000.00 5.00 8.14% 47.91%
Life of Fund: $1,866.60 $1,000.00 8.15 12.72% 86.66%

International Securities Fund
-----------------------------
1 year: $1,092.30 $1,000.00 1.00 9.23% 9.23%
5 years: $1,440.80 $1,000.00 5.00 7.58% 44.08%
Life of Fund: $1,479.00 $1,000.00 5.71 7.80% 47.90%

Investment Grade Fund
---------------------
1 year: $1,101.30 $1,000.00 1.00 10.13% 10.13%
Life of Fund: $1,243.00 $1,000.00 3.98 5.61% 24.30%

Target Maturity 2007 Fund
-------------------------
Life of Fund: $1,132.70 $1,000.00 .68 13.27% 13.27%

Utilities Income Fund
---------------------
1 year: $1,199.30 $1,000.00 1.00 19.93% 19.93%
Life of Fund: $1,093.50 $1,000.00 2.09 4.29% 9.35%

</TABLE>