FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
485BPOS, 1997-04-28
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As filed with the Securities and Exchange Commission on April 28, 1997
    
                                                       Registration No. 33-33419
                                                                        811-6130
- --------------------------------------------------------------------------------


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


                                   F O R M N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   
                         Post-Effective Amendment No. 9
    

                                     and/or

                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                               COMPANY ACT OF 1940

   
                                Amendment No. 11
    

                  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 30, 1997 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, 1996 on February 26, 1997.
    

<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").  The
Contracts are designed for individual investors who desire to accumulate capital
on a  tax-deferred  basis  for  retirement  or  other  long-term  purposes.  The
Contracts may be purchased on a  nonqualified  basis.  The Contracts may also be
purchased through (1) qualified individual retirement accounts and (2) qualified
corporate employee pension and  profit-sharing  plans. The Contracts offered are
flexible premium deferred variable annuity contracts ("Deferred Variable 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 30, 1997, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference  in its  entirety.  (See page 23 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.  Additional information
about  Separate  Account  C has been  filed  with the  Securities  and  Exchange
Commission.
    

             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 30, 1997
    


<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 and 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 ("NYSE") is
open for regular  trading.  Each  Valuation Date ends as of the close of regular
trading on the NYSE  (normally  4:00 P.M.,  Eastern  Time).  The NYSE  currently
observes the following holidays:  New Year's Day,  Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

      VALUATION  PERIOD - The period  beginning on the date after any  Valuation
Date and ending at the end of the next Valuation Date.

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


                                       2
<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 reflects expenses expected to be incurred in 1997.

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)
Blue Chip Fund...................      0.75%           0.09%         0.84%
Cash Management Fund.............      0.60+           0.10+         0.70+
Discovery Fund...................      0.75            0.10          0.85
Government Fund..................      0.60+           -0-+          0.60+
Growth Fund......................      0.75            0.10          0.85
High Yield Fund..................      0.75            0.10          0.85
International Securities Fund....      0.75            0.37          1.12
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+           0.11          0.71+

+  Net of waiver and/or reimbursement

(1)     For the  fiscal  year  ended  December  31,  1996,  the  Adviser  waived
        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. Absent the waiver,  Management Fees
        would have been 0.75% for each of these Funds. The Adviser will continue
        to waive such fees for a minimum period ending December 31, 1997.

(2)     Other Expenses have been restated for Cash Management Fund and Utilities
        Income Fund to reflect  current  expenses.  The Adviser  will  reimburse
        Government Fund,  Investment  Grade Fund,  Target Maturity 2007 Fund and
        Target  Maturity  2010 Fund for all Other  Expenses and Cash  Management
        Fund for Other  Expenses in excess of 0.10% for a minimum  period ending
        December 31, 1997.  Otherwise,  other Expenses would have been 0.36% for
        Cash Management  Fund,  0.19% for Government  Fund, 0.13% for Investment
        Grade Fund, and 0.07% Target  Maturity 2007 Fund and are estimated to be
        0.23% for Target Maturity 2010 Fund.
    


                                       3
<PAGE>

   
(3)   If certain fees and  expenses  were not waived or  reimbursed,  Total Fund
      Operating  Expenses would have been 1.11% for Cash Management  Fund, 0.94%
      for Government  Fund,  0.88% for Investment  Grade Fund,  0.82% for Target
      Maturity 2007 Fund,  0.86% for Utilities  Income Fund and are estimated to
      be  0.91%  for  Target   Maturity  2010  Fund.   Each  Fund,   other  than
      International  Securities Fund, has an expense offset arrangement that may
      reduce the Fund's  custodian fee based on the amount of cash maintained by
      the Fund with its  custodian.  Any such fee  reductions  are not reflected
      under Total Fund Operating Expenses.
    

      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  Variable 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
                                ------       -------      -------     --------
Blue Chip Fund.................   $87         $124          $163        $271
Cash Management Fund...........    86          120           156         267
Discovery Fund.................    87          124           163         272
Government Fund................    85          117           151         247
Growth Fund....................    87          124           163         272
High Yield Fund................    87          124           163         272
International Securities Fund..    81          127           127         197
Investment Grade Fund..........    85          117           151         247
Target Maturity 2007 Fund......    85          117           151         247
Target Maturity 2010 Fund......    85          117           N/A         N/A
Utilities Income Fund..........    86          120           156         258

      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.
    


                                       4
<PAGE>

                         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, as of
the dates  indicated  from the dates when the  accumulation  unit value for each
Subaccount was initially set at $10.00*:


<TABLE>
   
<CAPTION>
                                                                                            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
                                             December 31, 1996           23.72148089       3,116,839.9

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
                                             December 31, 1996           12.18484038         246,553.2

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
                                             December 31, 1996           30.48354883       1,523,777.2

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
                                             December 31, 1996           12.74903390         643,378.3

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.
                                             December 31, 1996           24.01011967       2,241,867.6
</TABLE>
    


                                       5
<PAGE>

<TABLE>
   
<CAPTION>
                                                                                             NUMBER OF
                                                                        ACCUMULATION       ACCUMULATION
     SUBACCOUNT                                    AS OF                UNIT VALUE($)          UNITS
<S>                                          <C>                        <C>                <C>
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
                                             December 31, 1996           22.38760536         799,626.6

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
                                             December 31, 1996           18.16949900       1,956,014.4

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
                                             December 31, 1996           13.61638687       1,050,200.1

Target Maturity 2007 Subaccount...........   December 31, 1995           11.90553994         775,738.1
                                             December 31, 1996           11.53266965       1,252,102.1

Target Maturity 2010 Subaccount              December 31, 1996           10.81913243         170,708.7

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
                                             December 31, 1996           12.75464824       1,689,626.3
</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 the  Utilities  Income  Subaccount  was set on
   November 16, 1993. The  accumulation  unit value for the Target Maturity 2007
   Subaccount  was set on April 24, 1995.  The  accumulation  unit value for the
   Target Maturity 2010 Subaccount was set on April 29, 1996.

                               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"), a holding company,
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
    


                                       6
<PAGE>

   
   Corporation  ("FIC" or  "Underwriter")  and  Administrative  Data  Management
Corp., the transfer agent for the Life Series Fund. Mr. Glenn O. Head,  Chairman
of FICC, controls FICC and, therefore,  controls the Adviser and First Investors
Life.

   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 segregated  from the assets of First Investors
Life, and that portion of such assets having a value equal to, or  approximately
equal to, the reserves  and contract  liabilities  under the  Contracts  are not
chargeable with liabilities arising out of any other business of First Investors
Life.  Separate  Account  C is  registered  with  the  Securities  and  Exchange
Commission  ("Commission")  as a unit  investment  trust  under  the  Investment
Company Act of 1940, as amended  ("1940 Act"),  but such  registration  does not
involve any  supervision  by the  Commission  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 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 Funds 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



                                       7
<PAGE>

   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  for any changes and
provide, when required, the appropriate  notification to Contractowners prior to
making  such  changes.  Examples of the changes  First  Investors  Life may make
include, but are not limited to:

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

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

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

       .    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 are set forth below. There is no assurance that the
investment  objective  of any 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 (or six (6)
times in certain  states) 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  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.
    


                                       8
<PAGE>

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

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

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

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

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

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


                                       9
<PAGE>

   
securities  of U.S.  issuers  that are rated in one of the four  highest  rating
categories by Moody's Investors Service, Inc. or Standard & Poor's Ratings Group
or, if unrated,  are deemed to be of comparable quality by the Fund's investment
adviser.
    

   TARGET  MATURITY 2007 FUND. The investment  objective of Target Maturity 2007
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.

   TARGET  MATURITY 2010 FUND. The investment  objective of 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 Utilities Income Fund is to
seek  high  current  income.  Long-term  capital  appreciation  is  a  secondary
objective. These objectives are sought, under normal market conditions,  through
investment in equity and debt securities  issued by companies  primarily engaged
in the public utilities industry.

   No offer will be made of a 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 rate, the market and
financial  risks of an investment in the Fund's  shares,  as well as the risk of
investing in a fund that sells its shares to other separate accounts,  including
variable life insurance company separate accounts.  Because the Life Series Fund
sells its shares to more than one separate account,  the possibility arises that
violation of the federal tax laws by another separate account  investing in Life
Series Fund could cause the Contracts  funded through Separate Account C to lose
their tax-deferred status, unless remedial action were taken. 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.  (the  "Adviser"),  an
affiliate of First Investors  Life, is the investment  adviser of each Fund. The
Adviser  supervises  and manages the  investments  and  operations of each Fund,
except for  International  Securities Fund and Growth Fund. The Adviser is a New
York corporation located at 95 Wall Street, New York, NY 10005.

   SUBADVISER.  Wellington  Management  Company ("WMC" or "Subadviser") has been
retained by the Adviser and the Life  Series  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


                                       10
<PAGE>

   Growth Fund,  subject to the  continuing  oversight  and  supervision  of the
Adviser and the Life Series Fund's Board of Trustees.  As  compensation  for its
services,  WMC is paid by the  Adviser,  and not by either  Fund, a fee which is
computed daily and paid monthly.

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

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

   Prior to the Annuity  Commencement  Date, the number of Fund shares held in a
corresponding   Subaccount  that  is  attributable  to  each   Contractowner  is
determined by dividing the Subaccount's Accumulated Value by the net asset value
of one Fund  share.  After the  Annuity  Commencement  Date,  the number of Fund
shares  held  in  a  corresponding  Subaccount  that  is  attributable  to  each
Contractowner  is determined by dividing the reserve held in the  Subaccount for
the variable  annuity  payment  under the Contract by the net asset value of one
Fund share.  As this reserve  fluctuates,  the number of votes  fluctuates.  The
number of votes that a Contractowner has the right to cast will be determined as
of the record date established by Life Series Fund.

   Voting  instructions will be solicited by written  communication prior to the
date of the meeting at which votes are to be cast. Each  Contractowner  having a
voting  interest  in a  Subaccount  will be sent  meeting  and  other  materials
relating to the Fund.

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


                                       11
<PAGE>

                   PURCHASES, DEDUCTIONS, CHARGES AND EXPENSES

   
   PURCHASE  PAYMENTS.   Purchase   payments,   after  certain  deductions  (see
"Deductions from Purchase Payments"), are used to purchase Accumulation Units of
one or more  Subaccounts  and not  shares  of the Fund or  Funds  in  which  the
Subaccount or Subaccounts invest. The minimum initial 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.

   Initial purchase  payments will be credited to a  Contractowner's  Account on
the  Valuation  Date they are received by First  Investors  Life,  provided that
First  Investors  Life has  received a duly  completed  application.  Additional
payments will be credited to a  Contractowner's  Account on the  Valuation  Date
they are received 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 based upon the next computed value of
an Accumulation  Unit following receipt by First Investors Life at its Executive
Office or other designated  office.  Accumulation Units are valued at the end of
each  Valuation  Date  (i.e.,  as of the close of  regular  trading on the NYSE,
normally 4:00 P.M., Eastern Time).
    

   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  Variable  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.

                                 DEDUCTION TABLE

                                      SALES CHARGE AS % OF      CONCESSION TO
                                     OFFERING   NET AMOUNT      DEALERS AS % OF
AMOUNT OF INVESTMENT                   PRICE*    INVESTED       OFFERING PRICE
- --------------------                 ---------  ----------      ---------------
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

- ----------
 * 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.


                                       12
<PAGE>

   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  risks.  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.  First Investors
Life  also  assumes  mortality  risk as a result of its  guarantee  of a minimum
payment in the event the Annuitant dies prior to the Annuity Commencement Date.
    

   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.

   If the charges are insufficient to cover the actual cost of the mortality and
expense risks,  the loss will fall on First Investors Life;  conversely,  if the
deductions  prove 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 Variable
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 


                                       13
<PAGE>

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, 1996 amounted to  $2,461,210 or 1.00% of 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  Deferred  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  surrendered  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 plan.
    

   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  Variable  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  based upon the next computed
value of an Accumulation Unit following receipt of the purchase payment by First
Investors Life at its Executive Office 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  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
    


                                       14
<PAGE>

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, or 90th birthday, where such later date is permitted. If no other date
is elected,  annuity  payments  will  commence on the first day of the  calendar
month  following the  Annuitant's  85th birthday,  or 90th birthday,  where such
later date is permitted.
    

   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.

   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 a variable annuity, the investment performance of the 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,  


                                       15
<PAGE>

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 last 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:

        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.)


                                       16
<PAGE>

   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 amount of the Death
Benefit plus any interest at the current  settlement  option rate then in effect
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 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 Net 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.  For  any  partial  or full
surrender,  the  deduction  will be based  upon the  next  computed  value of an
Accumulation  Unit following  receipt of the request 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  seven  days.  However,  First
Investors  Life may postpone such payment  during any period when (a) trading on
the NYSE is restricted as determined by the Commission or the NYSE is closed for
other than weekends and holidays, (b) the Commission has by order permitted such
suspension  or (c) an  emergency,  as  defined  by the rules of the  Commission,
exists  during which time the sale of portfolio  securities  or  calculation  of
securities is
    


                                       17
<PAGE>

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 ("Annuity  Commencement  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 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 by  individuals  who desire to accumulate
capital on a tax-deferred basis for retirement or other long-term purposes.  The
Contracts  may be purchased  on a  nonqualified  basis or through the  following
retirement  plans  qualified  for  special  tax  treatment  under  the  Code (1)
individual  retirement accounts and (2) qualified corporate employee pension and
profit-sharing plans.
    


                                       18
<PAGE>

   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 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,  which is ordinarily the amount of purchase payments
made under the Contract  with certain  adjustments,  will be excluded from gross
income.  The investment in the Contract is divided by the  Contractowner's  life
expectancy or other period for which  annuity  payments are expected to be made,
in the case of variable annuity  payments,  and by the expected  return,  in the
case of fixed  annuity  payments,  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  Funds  will not  fail the  diversification
requirements  provided that each 


                                       19
<PAGE>

Fund is taxed as a regulated  investment company under Subchapter M of the Code,
and that each Fund meets such  diversification  requirements,  and all shares of
the Funds are owned  only by the  Subaccounts  (and  similar  accounts  of First
Investors  Life or  other  insurance  companies),  and  access  to the  Funds 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 such 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 Funds 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.  It is not clear what this  additional  guidance  would
provide, nor whether it would be applied on a retroactive basis. First Investors
Life reserves the right to amend the Contracts in any  appropriate  way and take
other action necessary to avoid such current taxation.

   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  the  Contract's
Accumulated Value exceeds the investment in the Contract,  (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 calendar year will be treated as one annuity contract.
Contractowners should consult their tax advisors before purchasing more than one
Contract during any calendar year.
    

   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 


                                       20
<PAGE>

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 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


                                       21
<PAGE>

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  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.


                                       22
<PAGE>

                                TABLE OF CONTENTS
                         OF THE STATEMENT OF ADDITIONAL
                                   INFORMATION

       Item                                                       Page
       ----                                                       ----
    General Description........................................     2
    Services...................................................     2
    Annuity Payments...........................................     4
    Other Information..........................................     5
    Performance Information....................................     6
    Relevance of Financial Statements..........................    10
    Appendices.................................................    11
    Financial Statements.......................................    16


                                   APPENDIX I

                             STATE AND LOCAL TAXES*

Alabama...................  1.00%            Mississippi................  2.00%
Alaska....................  --               Nebraska...................  --
Arizona...................  --               New Jersey.................  --
Arkansas..................  --               New Mexico.................  --
California................  2.35             New York...................  --
Colorado..................  --               North Carolina ............  --
Connecticut...............  --               Ohio.......................  --
Delaware..................  --               Oklahoma...................  --
District of Columbia......  2.25             Oregon.....................  --
Florida...................  --               Pennsylvania...............  --
Georgia...................  --               Rhode Island...............  --
Illinois..................  --               South Carolina.............  --
Indiana...................  --               Tennessee..................  --
Iowa......................  --               Texas......................  --
Kentucky..................  2.00             Utah.......................  --
Louisiana.................  --               Virginia...................  --
Maryland..................  --               Washington.................  --
Massachusetts.............  --               West Virginia..............  1.00
Michigan..................  --               Wisconsin..................  --
Minnesota.................  --               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.


                                       23

<PAGE>

First Investors Life
Variable Annuity
Fund C

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

Prospectus

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

April 30, 1997


First Investors Logo

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

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

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


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

Glossary of Special Terms..........................  2
Fee Table..........................................  3
Condensed Financial Information....................  5
General Description................................  6
Purchases, Deductions, Charges and Expenses........ 12
Variable Annuity Contracts......................... 14
Federal Income Tax Status.......................... 18
Performance Information............................ 21
Table of Contents of the
 Statement of Additional Information............... 23
Appendix I - State and Local Taxes................. 23


LIFE 327

<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 30, 1997


         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 30,  1997,  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
         Annuity Payments...............................................     4
         Other Information..............................................     5
         Performance Information........................................     6
         Relevance of Financial Statements..............................    10
         Appendices.....................................................    11
         Financial Statements...........................................    16
    



                                       1
<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"), a holding company,
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,  Chairman  of  FICC,  controls  FICC  and,
therefore, controls the Adviser and First Investors Life.

         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 segregated
from the assets of First  Investors Life, and that portion of such assets having
a value  equal  to,  or  approximately  equal  to,  the  reserves  and  contract
liabilities under the Contracts are not chargeable with liabilities  arising out
of any other business of First Investors Life.  Separate Account C is registered
with the Securities and Exchange Commission  ("Commission") as a unit investment
trust under the Investment Company Act of 1940, as amended (the "1940 Act"), but
such  registration  does not involve any  supervision  by the  Commission of the
management or investment practices or policies of Separate Account C.
    

         The assets 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. First
Investors  Life pays Tait,  Weller & Baker a fee for serving as the  independent
accountants  for Separate  Account C which is set by the Audit  Committee of the
Board of Directors of First Investors Life.

         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 
    


                                       2
<PAGE>

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,  other than Growth Fund and
International  Securities Fund, 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,  1994,  1995 and 1996,  the Life
Series  Fund  paid  the  Adviser   $1,221,680,   $1,679,095,   and   $2,613,738,
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
million;  and 0.200% of such average daily net assets in excess of $500 million.
This fee is calculated separately for each Fund.

   
      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 ending December
31,  1994,  1995 and 1996,  FIC received  fees of  $2,609,538,  $3,768,771,  and
$4,512,351,  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.


                                       3
<PAGE>

       

                                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  applicable   Subaccount.   This  percentage
         represents approximately 0.6% charge for the mortality risk assumed and
         0.4% charge for the expense risk assumed.

         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 


                                       4
<PAGE>

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 corresponding  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.

                                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  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
Fund are not reasonably practical or it is not reasonably practical to determine
the  value of the  Fund's  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.



                                       5
<PAGE>

                             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:

                  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 total return and total return  computed at the offering
price for the periods ended December 31, 1996 for each  Subaccount are set forth
in the tables below:
    



                                       6
<PAGE>

AVERAGE ANNUAL TOTAL RETURN1

   
                                                                  Life of
                                        One Year   Five Years   Subaccount1
Blue Chip Subaccount                     11.86%      10.41%        13.55%
Discovery Subaccount                      3.57       11.35         18.22
Government Subaccount                    (4.60)       N/A           3.47
Growth Subaccount                        14.57        9.22         13.76
High Yield Subaccount                     3.63        9.43         12.50
International Securities  Subaccount      6.13        7.60          8.77
Investment Grade Subaccount              (5.26)       N/A           4.83
Target Maturity 2007 Subaccount          (9.92)       N/A           5.64
Target Maturity 2010 Subaccount           N/A         N/A           3.14
Utilities Income Subaccount                .88        N/A           5.61
    

TOTAL RETURN1

   
                                                                  Life of
                                        One Year    Five Years  Subaccount2
Blue Chip Subaccount                     11.86%        64.08%     120.19%
Discovery Subaccount                      3.57         71.20      182.94
Government Subaccount                    (4.60)        N/A         18.55
Growth Subaccount                        14.57         55.45      122.79
High Yield Subaccount                     3.63         56.95      107.84
International Securities  Subaccount      6.13         44.23       68.59
Investment Grade Subaccount              (5.26)        N/A         26.49
Target Maturity 2007 Subaccount          (9.92)        N/A          9.68
Target Maturity 2010 Subaccount            N/A         N/A          3.14
Utilities Income Subaccount                .88         N/A         18.62

      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, 1996 for each  Subaccount
are set forth in the tables below:

- --------
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, 1996.
      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,  Cash  Management  Subaccount,  Discovery  Subaccount,  Growth
      Subaccount,  High Yield Subaccount and International Securities Subaccount
      - October 16, 1990;  Government Subaccount and Investment Grade Subaccount
      - January 7, 1992; Utilities Income Subaccount - November 16, 1993; Target
      Maturity 2007 Subaccount - April 24, 1995; Target Maturity 2010 Subaccount
      - April 29, 1996.
    



                                       7
<PAGE>

AVERAGE ANNUAL TOTAL RETURN1

   
                                                                       Life of
                                          One Year    Five Years     Subaccount2
Blue Chip Subaccount                       20.29%       12.03%          14.88%
Discovery Subaccount                       11.36        12.98           19.61
Government Subaccount                       2.57          N/A            4.98
Growth Subaccount                          23.19        10.82           15.10
High Yield Subaccount                      11.43        11.03           13.82
International Securities  Subaccount       14.10         9.17           10.05
Investment Grade Subaccount                 1.84          N/A            6.36
Target Maturity 2007 Subaccount            (3.16)         N/A           10.27
Target Maturity 2010 Subaccount              N/A          N/A           10.90
Utilities Income Subaccount                 8.44          N/A            8.08
    

TOTAL RETURN1


   
                                                                       Life of
                                          One Year    Five Years     Subaccount2
Blue Chip Subaccount                       20.92%       76.43%         136.71%
Discovery Subaccount                       11.36        84.12          204.19
Government Subaccount                       2.57          N/A           27.44
Growth Subaccount                          23.19        67.17          139.60
High Yield Subaccount                      11.43        68.72          123.51
International Securities  Subaccount       14.10        55.05           81.30
Investment Grade Subaccount                 1.84          N/A           35.97
Target Maturity 2007 Subaccount            (3.16)         N/A           17.91
Target Maturity 2010 Subaccount              N/A          N/A           10.90
Utilities Income Subaccount                 8.44          N/A           27.52
    

      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,  the Adviser may reduce its compensation or assume expenses of a
Fund in order to reduce such Fund's  expenses.  Any such waiver or reimbursement
would increase the corresponding  Subacount'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
versus tax-deferred  compounding income at a fixed 

- --------
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, 1996.
      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,  Cash  Management  Subaccount,  Discovery  Subaccount,  Growth
      Subaccount,  High Yield Subaccount and International Securities Subaccount
      - October 16, 1990;  Government Subaccount and Investment Grade Subaccount
      - January 7, 1992; Utilities Income Subaccount - November 16, 1993; Target
      Maturity 2007 Subaccount - April 24, 1995; Target Maturity 2010 Subaccount
      - April 29, 1996.


                                       8
<PAGE>

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 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.



                                       9
<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, 1996.

         Dividends  per  accumulation  unit from net  investment  
         income  (seven calendar days ended December 31, 1996) 
         (Base Period).........................................      $.000943756

         Annualized (365 day basis)*...........................      $.049210134
         Average value per accumulation unit for the
         seven calendar days ended December 31, 1996...........            $1.00
         Annualized historical yield per accumulation unit for the
         seven calendar days ended December 31, 1996...........            4.92%
         Effective Yield**.....................................            5.03%
         Weighted average life to maturity of the
         portfolio on December 31, 1996 was 42 days
    

         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.

- ----------
*     This  represents  the  average of  annualized  net  investment  income per
      accumulation unit for the seven calendar days ended December 31, 1996.
**    Effective Yield = [(Base Period Return + 1) 365/7] - 1

                                       10
<PAGE>

                                   APPENDICES




                                       11
<PAGE>

                                   APPENDIX I


                                    EXAMPLE A
                    FORMULA AND ILLUSTRATION FOR DETERMINING
                    THE NET INVESTMENT FACTOR OF A SUBACCOUNT
                              OF SEPARATE ACCOUNT C


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

Where:

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 as of 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 SUBACCOUNT
                              OF SEPARATE ACCOUNT C

Accumulation Unit Value = A x B Where:

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
    



                                       12
<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:

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

Where:              

A = The Net Accumulated  Value 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

Then the number of Annuity Units Payable:

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

                 =   18,458.18554633  -  3,498.44665320

                 =   14,959.73889313


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:

        14, 959.73889313 x $1.12173107 = $16,780.80
    



                                       13
<PAGE>

                                  APPENDIX III

                                    EXAMPLE A

                    FORMULA AND ILLUSTRATION FOR DETERMINING
                              ANNUITY UNIT VALUE OF
                               SEPARATE ACCOUNT C

   
Annuity Unit Value = A x B x C

Where:

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................................................. =         1.00083530

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 1.00083530 x 0.99990575 = $1.10152771


                                    EXAMPLE B

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              AMOUNT OF FIRST MONTHLY VARIABLE ANNUITY PAYMENT FROM
                               SEPARATE ACCOUNT C

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

Where:

A = The Net Accumulated  Value  allocated to Separate  Account C 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 Annuity
    Tables contained in the Contract.
    Assume................................................  =              $6.40

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



                                       14
<PAGE>

                                    EXAMPLE C

                    FORMULA AND ILLUSTRATION FOR DETERMINING
               THE NUMBER OF ANNUITY UNITS FOR SEPARATE ACCOUNT C
              REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

                            A
Number of Annuity Units =   -
                            B

Where:
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 =    $128.00    = 116.61488844
                                     -----------
                                     $1.09763000


                                    EXAMPLE D

                    FORMULA AND ILLUSTRATION FOR DETERMINING
              THE AMOUNT OF SECOND AND SUBSEQUENT MONTHLY VARIABLE
                    ANNUITY PAYMENTS FROM SEPARATE ACCOUNT C

Second Monthly Variable Annuity Payment = A x B

Where:

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

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



                                       15
<PAGE>

                           Financial Statements as of
                                December 31, 1996


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


      We have audited the  accompanying  balance sheets of First  Investors Life
Insurance  Company as of December 31, 1996 and 1995, and the related  statements
of income,  stockholder's  equity and cash flows for each of the three  years in
the  period  ended  December  31,  1996.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all  material  respects,  the  financial  position  of First  Investors  Life
Insurance  Company as of  December  31,  1996 and 1995,  and the  results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1996, in conformity with generally accepted accounting principles.


                                                            TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 24, 1997


<PAGE>


                     FIRST INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

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

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

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

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


                      LIABILITIES AND STOCKHOLDER'S EQUITY
<CAPTION>

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

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

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
  issued and outstanding 534,350 shares.................     2,538,163              2,538,163
Additional paid in capital..............................     6,496,180              6,496,180
Unrealized holding gains (losses) on available-for-sale
  securities (note 2)...................................       644,000              1,878,000
Retained earnings ......................................    34,370,809             28,867,902
                                                         -------------           ------------

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

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

</TABLE>


See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME

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

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

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

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

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

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


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

Income per share, based on 534,350 shares outstanding
                                                                 $10.30                $7.90              $4.79
                                                         ===============    =================   ===============

</TABLE>

See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>

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


                            STATEMENTS OF CASH FLOWS

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

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

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

     Net cash provided by (used for) investing
        activities.......................................    (6,955,543)         (2,825,852)         (7,282,589)
                                                           ------------       -------------       -------------

     Net increase (decrease) in cash.....................      (287,050)            211,917          (1,407,601)

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


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

See accompanying notes to financial statements.


<PAGE>



                     FIRST INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                    YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                                   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                                                       1996           1995           1994
                                                                                   ------------   ------------   ------------
<S>                                                                                <C>            <C>            <C>

Reconciliation  of net  income  to net cash  
  provided  by (used  for)  operating activities:

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

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

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

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

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


See accompanying notes to financial statements.


<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>

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

<TABLE>
<CAPTION>

                                                             YEAR ENDED          YEAR ENDED           YEAR ENDED
                                                       DECEMBER 31,1996   DECEMBER 31, 1995     DECEMBER 31,1994
<S>                                                    <C>                <C>                   <C>               <C>    

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

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

Net investment income.............................        $  9,771,389        $  9,363,212        $  8,835,356
                                                          ============        ============        ============



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

      The  amortized  cost and  estimated  market  values of  investments  at December  31, 1996 and 1995 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, 1996
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ..........................   $ 41,254,552   $  569,803   $    157,020   $ 41,667,335
  Debt Securities issued by
   States of the U.S. ....................      5,525,022           --        172,264      5,352,758
  Corporate Debt Securities ..............     56,013,590    1,217,747        297,752     56,933,585
  Other Debt Securities ..................      9,952,727      133,266         27,780     10,058,213
                                             ------------   ----------   ------------   ------------
                                             $112,745,891   $1,920,816   $    654,816   $114,011,891
                                             ============   ==========   ============   ============


December 31,1995
  U.S. Treasury Securities and obligations
   of U.S. Government Corporations
   and Agencies ..........................   $ 40,056,913   $1,459,984   $         --   $ 41,516,897
  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
                                             ============   ==========   ============   ============
</TABLE>


<PAGE>


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

Held-To-Maturity Securities
December 31,1996

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

December 31,1995

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


<PAGE>



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


      The  amortized  cost and  estimated  market  value of debt  securities  at
December 31, 1996, by contractual maturity, are shown below. Expected maturities
will differ from contractual  maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>

                                                      HELD TO MATURITY                   AVAILABLE FOR SALE
                                                 AMORTIZED        ESTIMATED        AMORTIZED         ESTIMATED
                                                   COST          MARKET VALUE        COST          MARKET VALUE
<S>                                             <C>              <C>            <C>               <C>

Due in one year or less.......................  $  100,000       $  100,000      $  2,359,443     $  2,368,650
Due after one year through five years.........     267,660          265,400        36,423,615       36,855,145
Due after five years through ten years........   3,181,554        3,209,815        48,199,575       49,009,561
Due after ten years...........................   2,000,000        1,933,800        25,763,258       25,778,535
                                                ----------       ----------      ------------     ------------
                                                $5,549,214       $5,509,015      $112,745,891     $114,011,891
                                                ==========       ==========      ============     ============
</TABLE>


      Proceeds from sales of investments in fixed  maturities were  $39,046,422,
$56,949,635 and $36,701,082 in 1996, 1995 and 1994, respectively. Gross gains of
$185,708  and gross  losses of  $406,733  were  realized on those sales in 1996.
Gross gains of $578,810  and gross  losses of  $205,228  were  realized on those
sales in 1995. Gross gains of $85,827 and gross losses of $345,814 were realized
on those sales in 1994.

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

           TRADITIONAL ORDINARY LIFE AND HEALTH

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

           UNIVERSAL LIFE AND VARIABLE LIFE
           Revenues from  universal  life and variable  life policies  represent
           amounts assessed against policyholders.  Included in such assessments
           are mortality  charges,  surrender  charges and policy  service fees.
           Policyholder  account  balances  on  universal  life  consist  of the
           premiums   received  plus   credited   interest,   less   accumulated
           policyholder  assessments.  Amounts  included  in  expense  represent
           benefits in excess of  policyholder  account  balances.  The value of
           policyholder  accounts  on  variable  life are  included  in separate
           account  liabilities  as discussed  below.  ANNUITIES  Revenues  from
           annuity contracts represent amounts assessed against contractholders.
           Such assessments are principally sales charges,  administrative fees,
           and in the case of variable  annuities,  mortality  and expense  risk
           charges.  The carrying  value and fair value of fixed  annuities  are
           equal to the policyholder  account balances,  which represent the net
           premiums received plus accumulated interest.

      (e)  Separate   Accounts.   Separate   account   assets  and  the  related
liabilities,  both of which are valued at market,  represent segregated variable
annuity and variable  life  contracts  maintained  in accounts  with  individual
investment  objectives.  All  investment  income  (gains  and  losses  of  these
accounts) accrues directly to the  contractholders and therefore does not affect
net income of the Company.
      (f)  Reclassifications.  Certain  reclassifications  have been made to the
1994 and 1995 Financial Statements in order to conform to the 1996 presentation.

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

      The Company also has a non-contributory retirement plan for the benefit of
its  sales  agents.  The  plan  provides  for  retirement  benefits  based  upon
commission on first-year  premiums and length of service.  The plan is unfunded.
Vesting of  benefits  is based upon  graduated  percentages  dependent  upon the
number of allocations  made in accordance  with the plan by the Company for each
participant. The Company charged to operations pension expenses of approximately
$414,000 in 1996,  $375,000 in 1995 and $312,000 in 1994. The accrued  liability
of  approximately  $2,858,000 in 1996 and  $2,621,000 in 1995 was  sufficient to
cover the value of benefits provided by the plan.

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

Note 5 -- Commitments and Contingent Liabilities
      The Company has agreements with affiliates and non-affiliates as follows:
      (a) The  Company's  maximum  retention  on any one life is  $100,000.  The
Company  reinsures  a portion of its risk with  other  insurance  companies  and
reserves are reduced by the amount of reserves  for such  reinsured  risks.  The
Company is liable  for any  obligations  which any  reinsurance  company  may be
unable to meet.  The Company  had  reinsured  approximately  10% of its net life
insurance  in force at December 31,  1996,  1995 and 1994.  The Company also had
assumed reinsurance  amounting to approximately 21%, 20% and 21% of its net life
insurance in force at the respective year ends. None of these  transactions  had
any material effect on the Company's operating results.

      (b) The Company and certain affiliates share office space, data processing
facilities and management  personnel.  Charges for these services are based upon
space  occupied,  usage of data  processing  facilities  and time  allocated  to
management. During the years ended December 31, 1996, 1995 and 1994, the Company
paid  approximately  $1,222,000,  $1,282,000 and $1,099,000,  respectively,  for
these services. In addition,  the Company reimbursed an affiliate  approximately
$9,709,000 in 1996,  $8,739,000 in 1995,and  $6,651,000 in 1994 for  commissions
relating to the sale of its products.

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

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

<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, 1996,  1995 and 1994 are shown in the following
table in which net income and capital shares and surplus  reported  therein on a
statutory basis are adjusted to a GAAP basis.

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

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

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

In accordance with generally accepted
   accounting principles............... $5,502,907 $4,219,339  $2,559,062  $44,049,152 $39,780,245   $31,196,906
                                       
Per share, based on 534,350 shares
   outstanding.........................     $10.30      $7.90       $4.79       $82.44      $74.45        $58.38
                                            ======      =====       =====       ======     =======        ======
</TABLE>


<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
       1996         1995        OF ISSUE        INTEREST               MORTALITY TABLE                WITHDRAWAL
      -----         ----        --------        --------               ---------------                ----------
<S>             <C>           <C>               <C>           <C>                                     <C>
Non-par:
 $ 1,655,040    $ 1,722,604   1962-1967          4 1/2%       1955-60 Basic Select plus Ultimate      Linton B
   5,814,885      5,668,858   1968-1988          5 1/2%       1955-60 Basic Select plus Ultimate      Linton B
   2,546,702      2,574,079   1984-1988          7 1/2%       85% of 1965-70 Basic Select             Modified
                                                                plus Ultimate                         Linton B
      86,508         74,055   1989-Present       7 1/2%       1975-80 Basic Select plus Ultimate      Linton B
     113,117        109,919   1989-Present       7 1/2%       1975-80 Basic Select plus Ultimate      Actual
      34,185         39,885   1989-Present       8%           1975-80 Basic Select plus Ultimate      Actual
  31,902,122     31,896,847   1985-Present       6%           Accumulation of Funds                   --
Par:                                                       
     223,500        224,307   1966-1967          4 1/2%       1955-60 Basic Select plus Ultimate      Linton A
  13,357,249     13,557,033   1968-1988          5 1/2%       1955-60 Basic Select plus Ultimate      Linton A
     975,132        988,555   1981-1984          7 1/4%       90% of 1965-70 Basic Select
                                                                plus Ultimate                         Linton B
   4,772,595      4,713,069   1983-1988          9 1/2%       80% of 1965-70 Basic Select
                                                                plus Ultimate                         Linton B
  14,031,404     12,459,045   1990-Present       8%           66% of 1975-80 Basic Select
                                                                plus Ultimate                         Linton B
Annuities:                                                 
  21,779,771     25,202,605   1976-Present       5 1/2%       Accumulation of Funds                   --
Miscellaneous:                                           
  16,939,829     15,161,153   1962-Present       2 1/2%-3 1/2%   1958-CSO                             None
</TABLE>


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

      (b) The costs of  acquiring  new  business,  principally  commissions  and
related agency expenses, and certain costs of issuing policies,  such as medical
examinations  and inspection  reports,  all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal  life and variable  life are  amortized as a level  percentage  of the
present value of anticipated  gross profits  resulting from  investment  yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the  premium-paying  period of the related policies in
proportion to the ratio of the annual premium  revenue to the total  anticipated
premium  revenue.  Anticipated  premium  revenue  was  estimated  using the same
assumptions  which  were  used  for  computing  liabilities  for  future  policy
benefits.  Amortization of $1,454,408 in 1996, $1,672,429 in 1995 and $1,573,216
in 1994 was charged to operations.

      (c) Participating  business  represented 9.8% and 11.1% of individual life
insurance in force at December 31, 1996 and 1995, respectively.

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

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

      (d) New York State  insurance  law  prohibits  the payment of dividends to
stockholders from any source other than the statutory  unassigned  surplus.  The
amount of said surplus was  $16,796,135,  $11,815,645 and $8,235,339 at December
31, 1996, 1995 and 1994, respectively.

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


<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, 1996  included  approximately  $146,000
which is  defined  as  "policyholders'  surplus"  and may be  subject to Federal
income  tax  at  ordinary  corporate  rates  under  certain  future  conditions,
including distributions to stockholders.


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

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


      The currently  payable Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit  resulting from a capital loss carryback
of $221,025 and the  $838,000 for 1994 is net of a $102,000  Federal tax benefit
resulting from a capital loss carry back of $259,987.

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

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


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

                                                           TAIT, WELLER & BAKER



Philadelphia, Pennsylvania
February 24, 1997

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND C

                       STATEMENT OF ASSETS AND LIABILITIES

                                DECEMBER 31, 1996


ASSETS
Investments at net asset value (Note 3):
  First Investors Life Series Fund ............................  $291,886,988
Cash ..........................................................       637,548
                                                                 ------------
     Total Assets..............................................  $292,524,536
                                                                 ------------

LIABILITIES
Payable to First Investors Life Insurance Company..............       867,027
Other Liabilities..............................................       637,548
                                                                 ------------
Total Liabilities..............................................     1,504,575
                                                                 ------------

NET ASSETS.....................................................  $291,019,961
                                                                 ============

Net assets represented by Contracts in accumulation period.....  $291,019,961
                                                                 ============

See notes to financial statements.

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND C

                             STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 1996


INVESTMENT INCOME
 Income:
  Dividends....................................................   $ 9,283,437
                                                                  -----------

     Total income..............................................     9,283,437
                                                                  -----------

Expenses:
  Mortality and expense risks (Note 4).........................     2,461,210
                                                                  -----------

     Total expenses............................................     2,461,210
                                                                  -----------

NET INVESTMENT INCOME..........................................     6,822,227
                                                                  -----------

UNREALIZED APPRECIATION ON INVESTMENTS
 Beginning of year.............................................    32,339,209
 End of year...................................................    57,942,932
                                                                  -----------

Change in unrealized appreciation on investments...............    25,603,723
                                                                  -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........   $32,425,950
                                                                  ===========


See notes to financial statements.

<PAGE>

                                           FIRST INVESTORS LIFE
                                          VARIABLE ANNUITY FUND C

                                    STATEMENTS OF CHANGES IN NET ASSETS

                                         YEARS ENDED DECEMBER 31,

                                                          1996          1995
                                                          ----          ----
Increase (Decrease) in Net Assets
  From Operations
     Net investment income........................   $  6,822,227  $  5,314,713
     Change in unrealized appreciation on 
       investments................................     25,603,723    27,072,631
                                                     ------------  ------------
                                                                   
     Net increase in net assets resulting from                     
       operations.................................     32,425,950    32,387,344
                                                     ------------  ------------
From Unit Transactions
     Net insurance premiums.......................     83,169,069    66,836,279
     Contract payments............................    (24,966,045)  (20,435,656)
                                                     ------------  ------------
     Increase in net assets derived from unit                      
       transactions...............................     58,203,024    46,400,623
                                                     ------------  ------------
       Net increase in net assets.................     90,628,974    78,787,967
                                                                   
Net Assets                                                         
  Beginning of year...............................    200,390,987   121,603,020
                                                     ------------  ------------
  End of year.....................................   $291,019,961  $200,390,987
                                                     ------------  ------------


See notes to financial statements.

<PAGE>

                              FIRST INVESTORS LIFE
                             VARIABLE ANNUITY FUND C
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1996

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:
                                                    NET ASSET       MARKET
                             SHARES      VALUE        VALUE          COST
                             ------      -----      ---------       ------
First Investors 
Life Series Fund        

Cash Management ........   3,067,534    $ 1.00    $ 3,067,534    $ 3,067,534
High Yield .............   1,502,067     11.93     17,934,220     16,022,797
Growth .................   2,193,460     24.56     53,871,469     39,451,605
Discovery ..............   1,855,330     25.06     46,493,268     37,747,746
Blue Chip ..............   3,743,650     19.77     74,007,376     53,748,771
International Securities   2,069,898     17.19     35,577,727     28,108,298
Government .............     805,564     10.19      8,210,704      8,230,383
Investment Grade .......   1,259,895     11.36     14,309,372     13,444,082
Utilities Income .......   1,715,923     12.57     21,573,883     18,008,169
Target Maturity 2007 ...   1,251,027     11.71     14,646,660     13,957,508
Target Maturity 2010 ...     196,734     11.16      2,194,775      2,053,021
                                                 ------------   ------------
                                                 $291,886,988   $233,839,914
                                                 ============   ============

      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, 1996 FIL held  shares in the Cash  Management,  Target
Maturity 2007 and Target Maturity 2010 Series in the amount of $604,241.

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, 1996 was  $2,461,210.  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 1996.


<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, 1997 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

                      (c)/1/ Specimen Registered Representatives Agreement 
                             between First Investors Corporation and Registered
                             Representatives

                      (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

             9./5/    Opinion of counsel

<PAGE>

        10.  (a)      Consent of Independent Public Accountants

                  (b)/4/        Powers of Attorney

                  (c)/3/        Exemptive Order

        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, 1996 filed on February 26, 1997.

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

<PAGE>

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

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

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

Glenn T. Dallas                   Director
21 Eagle Nest Road
Morristown, NJ 07960

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

<PAGE>

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

    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 is the  controlling  person 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.

<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.

   
      Specialty Insurance Group, Inc. (Delaware). Ownership: 100% owned by FICC;
      Principal  Business:  Insurance broker for specialized  lines of insurance
      available to school  systems;  Affiliate of First Investors Life Insurance
      Company.
    


ITEM 27.     Number of Contractowners

   
    As of March 21,  1997,  the number of owners of variable  annuity  contracts
offered by First Investors Life Variable Annuity Fund C was 12,711.
    


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

<PAGE>

      was a director or officer of the Corporation or served another corporation
      in any  capacity at the  request of the  Corporation,  provided,  that the
      notice  required by Section 62-a of the  Insurance Law of the State of New
      York,  as now in effect or as amended from time to time, be filed with the
      Superintendent of Insurance."

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

    The general effect of this  Indemnification  will be to indemnify any person
made,  or  threatened to be made, a party to an action by or in the right of the
corporation  to procure a  judgment  in its favor by reason of the fact that the
person, or that person's testator or intestate,  is or was a director or officer
of the corporation,  or is or was serving at the request of the corporation as a
director or officer of any other  corporation  of any type or kind,  domestic or
foreign,  of any  partnership,  joint venture,  trust,  employee benefit plan or
other  enterprise,  against amounts paid in settlement and reasonable  expenses,
including  attorney's fees, actually and necessarily 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.

<PAGE>

    (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

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

<PAGE>

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

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

Jane W. Kruzan                       Director
232 Adair Street
Decatur, GA 30030

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

    (c)      Not Applicable

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.

<PAGE>

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

                  First  Investors  Life  represents  that the fees and  charges
                  deducted  under the Contracts  described in this  Registration
                  Statement, in the aggregate, are reasonable in relation to the
                  services rendered,  the expenses expected to be incurred,  and
                  the risks assumed by First Investors Life under the Contracts.
                  First  Investors  Life  bases  its   representations   on  its
                  assessment  of all of the facts and  circumstances,  including
                  such  relevant  factors  as:  the  nature  and  extent of such
                  services,  expenses  and risks;  the need for First  Investors
                  Life  to  earn a  profit;  and the  regulatory  standards  for
                  exemptive relief under the Investment Company Act of 1940 used
                  prior  to  October  1996,  including  the  range  of  industry
                  practice.
    

<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
11th day of April, 1997.

                                        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. Gabler        President and Director          April 11, 1997
- ---------------------
Richard H. Gaebler

 /s/Lawrence M. Falcon       Senior Vice President           April 11, 1997
- ----------------------       and Comptroller
Lawrence M. Falcon           


Glenn O. Head*               Chairman and Director           April 11, 1997
Jay G. Baris*                Director                        April 11, 1997
George V. Ganter*            Director                        April 11, 1997
Robert J. Grosso*            Director                        April 11, 1997
Scott Hodes*                 Director                        April 11, 1997
Jackson Ream*                Director                        April 11, 1997
Nelson Schaenen Jr.*         Director                        April 11, 1997
John T. Sullivan*            Director                        April 11, 1997
Kathryn S. Head*             Director                        April 11, 1997
Glenn T. Dallas*             Director                        April 11, 1997


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

<PAGE>


                                INDEX TO EXHIBITS

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

99.N4.10                           Consent of Accountants

99.N4.13                           Performance calculations



               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. 9 to the
Registration  Statement  on Form N-4 (File No.  33-33419)  of our  report  dated
February  24, 1997  relating to the December 31, 1996  financial  statements  of
First  Investors Life Variable  Annuity Fund C and our report dated February 24,
1997 relating to the December 31, 1996 financial  statements of First  Investors
Life Insurance Company, which are included in said Registration Statement.



                                               /s/Tait, Weller & Baker

                                               TAIT, WELLER & BAKER




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, or 10 year
                        periods (or fractional period there of.)

                  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, 1996.

                                                   AVE. ANNUAL      TOTAL
                      ERV          P        N      TOTAL RETURN     RETURN
                      ---          -        -      ------------     ------

 Blue Chip Fund
 --------------
        1 year:   $ 1,118.60  $ 1,000.00   1.00       11.86%        11.86%
       5 years:   $ 1,640.80  $ 1,000.00   5.00       10.41%        64.08%
  Life of Fund:   $ 2,201.90  $ 1,000.00   6.82       13.55%       120.19%
                                                                 
 Discovery Fund                                                  
 --------------                                                  
        1 year:   $ 1,035.70  $ 1,000.00   1.00        3.57%         3.57%
       5 years:   $ 1,712.00  $ 1,000.00   5.00       11.35%        71.20%
  Life of Fund:   $ 2,829.40  $ 1,000.00   9.15       18.22%       182.94%
                                                                 
Government Fund                                                  
- ---------------                                                  
        1 year:   $   954.00  $ 1,000.00   1.00       (4.60%)       (4.60%)
  Life of Fund:   $ 1,185.50  $ 1,000.00   4.98        3.47%        18.55%
                                                                 
    Growth Fund                                                  
    -----------                                                  
        1 year:   $ 1,145.70  $ 1,000.00   1.00       14.57%        14.57%
       5 years:   $ 1,554.50  $ 1,000.00   5.00        9.22%        55.45%
  Life of Fund:   $ 2,227.90  $ 1,000.00   9.15       13.76%       122.79%
                                                                 
High Yield Fund                                                  
- ---------------                                                  
        1 year:   $ 1,036.30  $ 1,000.00   1.00        3.63%         3.63%
       5 years:   $ 1,569.50  $ 1,000.00   5.00        9.43%        56.95%
  Life of Fund:   $ 2,078.40  $ 1,000.00   9.15       12.50%       107.84%
                                                              

<PAGE>

International Securities Fund
- -----------------------------
                      1 year:   $ 1,061.30  $ 1,000.00   1.00   6.13%    6.13%
                     5 years:   $ 1,442.30  $ 1,000.00   5.00   7.60%   44.23%
                Life of Fund:   $ 1,685.90  $ 1,000.00   6.71   8.77%   68.59%
                                            
        Investment Grade Fund               
        ---------------------               
                      1 year:   $   947.40  $ 1,000.00   1.00  (5.26%)  (5.26%)
                Life of Fund:   $ 1,264.90  $ 1,000.00   4.98   4.83%   26.49%
                                            
    Target Maturity 2007 Fund               
    -------------------------               
                      1 year:   $   900.80  $ 1,000.00   1.00  (9.92%)  (9.92%)
                Life of Fund:   $ 1,096.80  $ 1,000.00   1.68   5.64%    9.68%
                                            
    Target Maturity 2010 Fund               
    -------------------------               
                Life of Fund:   $ 1,031.40  $ 1,000.00    .68   3.14%    3.14%
                                            
        Utilities Income Fund               
        ---------------------               
                      1 year:   $ 1,008.80  $ 1,000.00   1.00    .88%     .88%
                Life of Fund:   $ 1,186.20  $ 1,000.00   3.09   5.61%   18.62%
                                            

<PAGE>

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, or 10 year
                        periods (or fractional period there of.)

                  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, 1996.

                                                  AVE. ANNUAL      TOTAL
                      ERV          P         N    TOTAL RETURN     RETURN
                      ---          -         -    ------------     ------
 Blue Chip Fund
 --------------
        1 year:   $ 1,202.90  $ 1,000.00   1.00       20.29%        20.29%
       5 years:   $ 1,764.30  $ 1,000.00   5.00       12.03%        76.43%
  Life of Fund:   $ 2,367.10  $ 1,000.00   6.82       14.88%       136.71%
                                                                 
 Discovery Fund                                                  
 --------------
        1 year:   $ 1,113.60  $ 1,000.00   1.00       11.36%        11.36%
       5 years:   $ 1,841.20  $ 1,000.00   5.00       12.98%        84.12%
  Life of Fund:   $ 3,041.90  $ 1,000.00   9.15       19.61%       204.19%
                                                                 
Government Fund                                                  
- ---------------
        1 year:   $ 1,025.70  $ 1,000.00   1.00        2.57%         2.57%
  Life of Fund:   $ 1,274.40  $ 1,000.00   4.98        4.98%        27.44%
                                                                 
    Growth Fund                                                  
    -----------
        1 year:   $ 1,231.90  $ 1,000.00   1.00       23.19%        23.19%
       5 years:   $ 1,671.70  $ 1,000.00   5.00       10.82%        67.17%
  Life of Fund:   $ 2,396.00  $ 1,000.00   9.15       15.10%       139.60%
                                                                 
High Yield Fund                                                  
- ---------------
        1 year:   $ 1,114.30  $ 1,000.00   1.00       11.43%        11.43%
       5 years:   $ 1,687.20  $ 1,000.00   5.00       11.03%        68.72%
  Life of Fund:   $ 2,235.10  $ 1,000.00   9.15       13.82%       123.51%
                                                             

<PAGE>

International Securities Fund
- -----------------------------
                      1 year:   $ 1,141.00  $ 1,000.00   1.00   14.10%   14.10%
                     5 years:   $ 1,550.50  $ 1,000.00   5.00    9.17%   55.05%
                Life of Fund:   $ 1,813.00  $ 1,000.00   6.71   10.05%   81.30%
                                            
        Investment Grade Fund               
        ---------------------               
                      1 year:   $ 1,018.40  $ 1,000.00   1.00    1.84%    1.84%
                Life of Fund:   $ 1,359.70  $ 1,000.00   4.98    6.36%   35.97%
                                            
    Target Maturity 2007 Fund               
    -------------------------               
                      1 year:   $   968.40  $ 1,000.00   1.00   (3.16%)  (3.16%)
                Life of Fund:   $ 1,179.10  $ 1,000.00   1.68   10.27%   17.91%
                                            
    Target Maturity 2010 Fund               
    -------------------------               
                Life of Fund:   $ 1,109.00  $ 1,000.00    .68   10.90%   10.90%
                                            
        Utilities Income Fund               
        ---------------------               
                      1 year:   $ 1,084.40  $ 1,000.00   1.00    8.44%    8.44%
                Life of Fund:   $ 1,275.20  $ 1,000.00   3.09    8.08%   27.52%
                                            



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