FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C, 485BPOS, 1998-04-29

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
485BPOS, 1998-04-29

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<PAGE>

As filed with the Securities and Exchange Commission on April 29, 1998

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. 11 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 13 X

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

FIRST INVESTORS LIFE INSURANCE COMPANY
(Name of Depositor)

95 Wall Street, 22nd Floor, 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, 22nd Floor
New York, New York 10005
(Name and Address of Agent For Service)

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

<PAGE>

Approximate Date of Proposed Public Offering: Continuous

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

/ / immediately upon filing pursuant to paragraph (b) of Rule 485

/X/ on April 30, 1998 pursuant to paragraph (b) of Rule 485

/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485

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

If appropriate, check the following box:

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

Title of Securities Being Registered: Units of interest in First Investors Life
Variable Annuity Fund C under deferred variable annuity contracts.

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C

CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
N-4 Item No. Location
- ------------ --------
<S> <C>
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
</TABLE>
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, 1998, has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference in its entirety. (See page 24 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.

THE SECURITIES AND EXCHANGE COMMISSION
HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE
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, 1998

<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, Martin Luther King 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 1998.

CONTRACTOWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
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 Charges . . . . . . . . . . . . . . . . . . . . . 1.00%

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

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

</TABLE>

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES(1) EXPENSES(2) EXPENSES(3)
---------- ----------- -----------
<S> <C> <C> <C>
Blue Chip Fund . . . . . . . . . . 0.75% 0.06% 0.81%
Cash Management Fund . . . . . . . 0.60+ 0.10+ 0.70+
Discovery Fund . . . . . . . . . . 0.75 0.07 0.82
Government Fund. . . . . . . . . . 0.60+ 0.10+ 0.70+
Growth Fund. . . . . . . . . . . . 0.75 0.07 0.82
High Yield Fund. . . . . . . . . . 0.75 0.08 0.83
International Securities Fund. . . 0.75 0.38 1.13
Investment Grade Fund. . . . . . . 0.60+ 0.10+ 0.70+
Target Maturity 2007 Fund. . . . . 0.60+ 0.10+ 0.70+
Target Maturity 2010 Fund. . . . . 0.60+ 0.10+ 0.70+
Utilities Income Fund. . . . . . . 0.60+ 0.10 0.70+
</TABLE>

+ Net of waiver and/or reimbursement.

(1) For the fiscal year ended December 31, 1997, the Adviser reimbursed Cash
Management Fund, Government Fund, Investment Grade Fund, Target
Maturity 2007 Fund, and Target Maturity 2010 Fund for certain Other
Expenses. For the fiscal year ended December 31, 1997, 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, 1998.

(2) Other Expenses have been restated for Government Fund, Investment Grade
Fund, Target Maturity 2007 Fund and Target Maturity 2010 Fund. For
the fiscal year ended December 31, 1997, the Adviser reimbursed Cash
Management Fund, Government Fund, Investment Grade Fund, Target
Maturity 2007 Fund and Target Maturity 2010 Fund for certain Other
Expenses. Absent such reimbursement, Other Expenses would have been
0.31% for Cash

3
<PAGE>

Management Fund, 0.17% for Government Fund, 0.12% for Investment Grade
Fund, 0.07% for Target Maturity 2007 Fund and 0.12% for Target Maturity
2010 Fund. The Adviser will reimburse Cash Management Fund, Government
Fund, Investment Grade Fund, Target Maturity 2007 Fund and Target Maturity
2010 for Other Expenses in excess of 0.10% for a minimum period ending
December 31, 1998.

(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 Fun, 0.82% for
Target Maturity 2007 Fund, 0.86% for Utilities Income Fund and are
estimated to be 0.98% 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 (or if you annuitize) at the end of the period
shown, you would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ --------- -------- ---------
<S> <C> <C> <C> <C>
Blue Chip Subaccount . . . . . . . $87 $123 $161 $268
Cash Management Subaccount . . . . 86 120 156 257
Discovery Subaccount . . . . . . . 87 123 162 269
Government Subaccount. . . . . . . 86 120 156 257
Growth Subaccount. . . . . . . . . 87 123 162 269
High Yield Subaccount. . . . . . . 87 124 162 270
International Securities
Subaccount. . . . . . . . . . . . 90 132 176 299
Investment Grade Subaccount. . . . 86 120 156 257
Target Maturity 2007 Subaccount. . 86 120 156 257
Target Maturity 2010 Subaccount. . 86 120 156 257
Utilities Income Subaccount. . . . 86 120 156 257
</TABLE>

THE EXPENSES IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE GREATER OR LESS
THAN THOSE SHOWN.

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. The accumulation unit value for each Subaccount was
initially set at $10.00 at its date of inception*:

<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
December 31, 1997 29.75982140 3,812,804.5

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
December 31, 1997 12.67719681 256,188.6

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
December 31, 1997 35.26286749 1,838,056.5

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
December 31, 1997 13.70958126 588,697.3

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
December 31, 1997 30.73197657 2,862,521.1
</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
December 31, 1997 24.92887084 950,571.7

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
December 31, 1997 19.62431480 2,329,410.5

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
December 31, 1997 14.80366272 988,996.1

Target Maturity 2007
Subaccount. . . . . . . . . . December 31, 1995 11.90553994 775,738.1
December 31, 1996 11.53266965 1,252,102.1
December 31, 1997 12.94581989 1,515,226.0

Target Maturity 2010
Subaccount. . . . . . . . . . December 31, 1996 10.81913243 170,708.7
December 31, 1997 12.41073564 381,345.1

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
December 31, 1997 15.79406311 1,878,396.6
</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.

6
<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 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:

<PAGE>
<TABLE>
<CAPTION>
SEPARATE ACCOUNT C SUBACCOUNT FUND
- ----------------------------- ----
<S> <C>
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
</TABLE>

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

8
<PAGE>

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
the 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 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

9
<PAGE>

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 "Description of Certain Securities, Other Investment
Policies and Risk Factors -- High Yield Securities" 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 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 is 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 Contracts.

For more complete information about each of the Funds underlying Separate
Account C, including management fees and other expenses, see the 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

<PAGE>

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 funding variable annuity contracts or variable life
insurance policies, the possibility arises that violation of the federal tax
laws by another separate account investing in the 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 you decide to invest. Additional copies
of the 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 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 January 31, 1998, WMC held investment management
authority with respect to approximately $178 billion of assets. Of that
amount, WMC acted as investment adviser or subadviser to approximately 93
registered investment companies or series of such companies, with net assets
of approximately $117 billion as of December 31, 1997. 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.

YEAR 2000. Like other separate accounts, Separate Account C could be
adversely affected if the computer and other information processing systems used
by First Investors Life, the underlying Funds, the Adviser, Transfer Agent and
other service providers are not properly programmed to process date-related
information on and after January 1, 2000. Such systems typically have been
programmed to use a two-digit number to represent the year for any date. As a
result, computer systems could incorrectly misidentify "00" as 1900, rather than
2000, and make mistakes when performing operations. First Investors Life, the
Funds, the Adviser and Transfer Agent are taking

11
<PAGE>

steps that they believe are reasonably designed to address the Year 2000
problem for computer and other systems used by them and are obtaining assurances
that comparable steps are being taken by other service providers. However,
there can be no assurance that these steps will be sufficient to avoid any
adverse impact on the Separate Account C. Nor can the Separate Account C
estimate the extent of any impact.

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.

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

12
<PAGE>

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" and "Other Charges"),
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
<TABLE>
SALES CHARGE AS % OF
---------------------- CONCESSION TO
OFFERING NET AMOUNT DEALERS AS % OF
AMOUNT OF PURCHASE PAYMENT(s) PRICE* INVESTED OFFERING PRICE
- ----------------------------- -------- ---------- ---------------
<S> <C> <C> <C>
Less than $25,000 . . . . . . . . . . . 7.00% 7.53% 5.75%
$25,000 but under $50,000 . . . . . . . 6.25 6.67 5.17
$50,000 but under $100,000. . . . . . . 4.75 4.99 3.93
$100,000 but under $250,000 . . . . . . 3.50 3.63 2.90
$250,000 but under $500,000 . . . . . . 2.50 2.56 2.19
$500,000 but under $1,000,000 . . . . . 2.00 2.04 1.67
$1,000,000 or over. . . . . . . . . . . 1.50 1.52 1.24
</TABLE>

* Assumes that no Premium taxes have been deducted.

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

EXCHANGE PRIVILEGE. Contractowners of First Investors Life Variable
Annuity Fund A ("Separate Account A") may exchange their Separate Account A
contracts for Separate Account C Contracts. In such case, the Accumulated Value
of the Separate Account A contract will be invested at the next computed values
of the Accumulation Units 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
Accumulation Unit 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.

<PAGE>

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 may reduce 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
Accumulation Unit value of the Subaccounts. Of such charge, approximately 0.60%
is for assuming the mortality risk and 0.40% 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 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.

14
<PAGE>

EXPENSES. The total expenses of Separate Account C for the fiscal year ended
December 31, 1997 amounted to $3,605,816 or 1.02% 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 Contractowner. 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
Contractowner's Individual Account for a Valuation Period can be determined by
multiplying the total number of Accumulation Units credited to the account for

15
<PAGE>

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 under state
law. 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 under state law.

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 frequency and duration
of annuity payments, (iv) the sex and adjusted age of the Annuitant and any
Joint Annuitant at the Annuity Commencement Date and, (v) 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.

16
<PAGE>

The Contracts provide for the six Annuity Options described below:

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

Option 2a - JOINT AND SURVIVOR LIFE ANNUITY - An annuity payable monthly
during the joint lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor, ceasing with the last
payment due prior to the death of the survivor.

Option 2b - JOINT AND TWO-THIRDS TO SURVIVOR LIFE ANNUITY - An annuity
payable monthly during the lifetime of the Annuitant and the Joint Annuitant and
continuing thereafter during the lifetime of the survivor at an amount equal to
two-thirds of the joint annuity payment, ceasing with the 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

17
<PAGE>

(a) over (b) where (a) is the Net Accumulated Value allocated to each
Subaccount and applied under the option at the Annuity Commencement Date,
divided by the corresponding Annuity Unit Value as of the Annuity Commencement
Date, and (b) is the product of the number of Annuity Units applicable under the
Subaccount represented by each annuity payment and the number of annuity
payments made. (For an illustration of this calculation, see Appendix II,
Example A, in the Statement of Additional Information.)

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

DEATH BENEFIT DURING THE ACCUMULATION PERIOD

If the Annuitant dies prior to the Annuity Commencement Date, First
Investors Life will pay a Death Benefit to the Beneficiary designated by the
Contractowner upon receipt of a death certificate or similar proof of the death
of the Annuitant. The value of the Death Benefit will be determined as of the
Valuation Date on 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

18
<PAGE>

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 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."

ANNUITY COMMENCEMENT DATE EXCHANGE PRIVILEGE. If this Contract is
liquidated during the one-year period preceding its 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 (or longer as required by applicable state law),
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

<PAGE>

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.

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

20
<PAGE>

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, and all payments after the
investment in the Contract has been reduced to zero, are taxable as ordinary
income as provided in Section 72 of the Code. The investment in the Contract
is an amount equal to total purchase payments less any previous distributions
from the Contract that were not included in gross income.

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 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 and 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 Treasury Department has indicated that the diversification
regulations do not provide guidance as to any circumstances in which a
Contractowner's control over allocation of account value among underlying
investments may cause an owner to be treated as the owner of the separate
account sets. Such treatment would result in current taxation of the owner
on increases in the account value. We reserve the right to amend the
Contracts in any way necessary to avoid such result. As of the date of this
prospectus, no regulation or ruling has been issued on the subject, although
the Treasury Department has informally indicated that a regulation or ruling
could limit the number of underlying funds or the frequency of transfers
among those funds. Such regulation or ruling may apply only prospectively,
although retroactive effect is possible if the regulation or ruling is
considered not to embody a new position.

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

21
<PAGE>

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 not to have
taxes withheld.

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

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

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

22
<PAGE>

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 Charges 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 Charges of 1.00%.

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

FINANCIAL STATEMENTS

The financial statements for First Investors Life and the accompanying
Report of Independent Certified Public Accountants are included in the
Statement of Additional Information, dated April 30, 1998. The financial
statements for the Separate Account C and the accompanying Report of
Independent Certified Public Accountants are also included in the Statement
of Additional Information dated April 30, 1998. The Statement of Additional
Information is available at no charge upon request to First Investors Life at
the address or telephone number indicated on the coverpage of this Prospectus.

23
<PAGE>

TABLE OF CONTENTS
OF THE STATEMENT OF ADDITIONAL
INFORMATION

Item Page
---- ----
<S> <C>
General Description . . . . . . . . . . . . . 2
Services. . . . . . . . . . . . . . . . . . . 2
Annuity Payments. . . . . . . . . . . . . . . 3
Other Information . . . . . . . . . . . . . . 4
Performance Information . . . . . . . . . . . 5
Relevance of Financial Statements . . . . . . 9
Appendices. . . . . . . . . . . . . . . . . . 10
Financial Statements. . . . . . . . . . . . . 15
</TABLE>

APPENDIX I

STATE AND LOCAL TAXES*

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

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.

24
<PAGE>

First Investors Life
Variable Annuity
Fund C

- -----------------------
First Investors
Life Series Fund
- -----------------------

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

Prospectuses
- ----------------------------
April 30, 1998

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

The following language appears to the left of the above language in the printed
piece:

The words "BULK RATE U.S. POSTAGE PAID PERMIT NO. 7379" in a box to the right of
a circle containing the words "MAILED FROM ZIP CODE 11201" appears on the
righthand side.

The following language appears on the lefthand side.

FIRST INVESTORS LIFE SERIES FUND
95 WALL STREET
NEW YORK, NY 10005

First Investors Logo (as described above)
A MEMBER OF THE
FIRST INVESTORS
FINANCIAL NETWORK

LIFE325

<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, 1998

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, 1998 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. . . . . . . . . . . . . . . . . . . . . . . . . 3
Other Information . . . . . . . . . . . . . . . . . . . . . . . . 4
Performance Information . . . . . . . . . . . . . . . . . . . . . 5
Relevance of Financial Statements . . . . . . . . . . . . . . . . 9
Appendices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . 15

<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.

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.

UNDERWRITER. First Investors Life and Separate Account C have entered into
an Underwriting Agreement with FIC. 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, 1995, 1996, and
1997, FIC received fees of $3,768,771, $4,512,351, and $4,676,950, 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.

2
<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, and 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 0.60% charge for the mortality risk assumed and 0.40% 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

<PAGE>

Annuity Table with interest at 3.5% per year and assumes births prior to 1900,
adjusted by a setback of four years of age for persons born 1900 and later and
an additional setback of one year of age for each completed five 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
Unit 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. No assignment of a
Contract shall be binding on First Investors Life unless such assignment is in
writing and is filed with First Investors Life at its Home Office.

<PAGE>

PERFORMANCE INFORMATION

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

The yield for a Subaccount (other than the 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 Subaccount 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.

For a Subaccount, other than the Cash Management Subaccount, the
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:

1/n
T=[(ERV/P) ]-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, other than the Cash
Management 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 Charges of 1.00% ("P"). Each
Subaccount, other than the Cash Management 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, 1997 for each Subaccount, other than the Cash
Management Subaccount, are set forth in the tables below:

5
<PAGE>

AVERAGE ANNUAL TOTAL RETURN(1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- --------------
<S> <C> <C> <C>
Blue Chip Subaccount 16.64% 14.27% 15.12%
Discovery Subaccount 7.55 11.59 17.86
Government Subaccount .01 3.23 4.13
Growth Subaccount 19.03 12.86 15.62
High Yield Subaccount 3.56 9.29 12.32
International Securities Subaccount .46 9.70 8.65
Investment Grade Subaccount 1.03 5.02 5.46
Target Maturity 2007 Subaccount 4.37 N/A 8.05
Target Maturity 2010 Subaccount 6.65 N/A 10.58
Utilities Income Subaccount 15.12 N/A 9.74

TOTAL RETURN(1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- -------------

Blue Chip Subaccount 16.64% 94.84% 176.07%
Discovery Subaccount 7.55 73.06 227.15
Government Subaccount .01 17.23 27.42
Growth Subaccount 19.03 83.14 184.99
High Yield Subaccount 3.56 55.88 131.19
International Securities Subaccount .46 58.88 81.98
Investment Grade Subaccount 1.03 27.75 37.46
Target Maturity 2007 Subaccount 4.37 N/A 23.11
Target Maturity 2010 Subaccount 6.65 N/A 18.29
Utilities Income Subaccount 15.12 N/A 46.77
</TABLE>

Nonstandardized average annual total return and total return may also be
advertised using reduced sales charge levels or at net asset value per
Accumulation Unit. In such a case, the initial investment will either reflect a
reduced sales load or no sales load. Any quotation of return not reflecting the
maximum sales charge will be greater than if the maximum sales charge were used.
Nonstandardized average annual total return and total return computed at net
asset value for the periods ended December 31, 1997 for each Subaccount, other
than the Cash Management 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, 1997. 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.

6
<PAGE>

NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN (1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- -------------
<S> <C> <C> <C>
Blue Chip Subaccount 25.43% 15.95% 16.28%
Discovery Subaccount 15.66 13.22 19.05
Government Subaccount 7.56 4.74 5.40
Growth Subaccount 28.00 14.51 16.80
High Yield Subaccount 11.37 10.89 13.46
International Securities Subaccount 8.00 11.31 9.75
Investment Grade Subaccount 8.68 6.55 6.74
Target Maturity 2007 Subaccount 12.21 N/A 11.00
Target Maturity 2010 Subaccount 14.68 N/A 15.47
Utilities Income Subaccount 25.07 N/A 12.83
</TABLE>

TOTAL RETURN(1)

<TABLE>
<CAPTION>
Life of
One Year Five Years Subaccount(2)
-------- ---------- -------------
<S> <C> <C> <C>
Blue Chip Subaccount 25.43% 109.56% 196.79%
Discovery Subaccount 15.66 86.07 251.72
Government Subaccount 7.56 26.04 36.97
Growth Subaccount 28.00 96.90 206.50
High Yield Subaccount 11.37 67.68 148.62
International Securities Subaccount 8.00 70.90 95.70
Investment Grade Subaccount 8.68 37.32 47.77
Target Maturity 2007 Subaccount 12.21 N/A 32.35
Target Maturity 2010 Subaccount 14.68 N/A 27.17
Utilities Income Subaccount 25.07 N/A 64.60

</TABLE>

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) Some of the expenses for the underlying Funds were waived or reimbursed from
commencement of operations through December 31, 1997. Accordingly, return
figures for the Subaccounts are higher than they would have been had such
expenses not been waived or reimbursed.

7
<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. 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.

<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, 1997.

<TABLE>
<S> <C>
Dividends per accumulation unit from net investment income
(seven calendar days ended December 31, 1997)
(Base Period).......................................... $.00098011
Annualized (365 day basis)*............................ $.050758442
Average value per accumulation unit for the
seven calendar days ended December 31, 1997............ $1.00
Annualized historical yield per accumulation unit for
the seven calendar days ended December 31, 1997........ 5.11%
Effective Yield**...................................... 5.23%
Weighted average life to maturity of the
portfolio on December 31, 1997 was 56 days

</TABLE>

*This represents the average of annualized net investment income per
accumulation unit for the seven calendar days ended December 31, 1997.

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

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

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

RELEVANCE OF FINANCIAL STATEMENTS

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

<PAGE>

APPENDICES

<PAGE>

APPENDIX I

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

<TABLE>

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

Where:
<S> <C>
A = The Net Asset Value of a Fund share as of the
end of the current Valuation Period.
Assume. . . . . . . . . . . . . . . . . . . . . . . . . = $8.51000000
B = The per share amount of any dividend or capital
gains distribution since the end of the immediately
preceding Valuation Period.
Assume. . . . . . . . . . . . . . . . . . . . . . . . . = 0
C = The Net Asset Value of a Fund share 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

8.51000000 + 0
Then, the Net Investment Factor = -------------- - .00002740 = 1.01427534
8.39000000

</TABLE>
EXAMPLE B
FORMULA AND ILLUSTRATION FOR DETERMINING
ACCUMULATION UNIT VALUE OF A SUBACCOUNT
OF SEPARATE ACCOUNT C

Accumulation Unit Value = A x B
Where:

<TABLE>
<S> <C>
A = The Accumulation Unit Value for the immediately
preceding Valuation Period.
Assume. . . . . . . . . . . . . . . . . . . . . . . . . = $1.46328760
B = The Net Investment Factor for the current
Valuation Period.
Assume. . . . . . . . . . . . . . . . . . . . . . . . . = 1.01427534

Then, the Accumulation Unit Value = $1.46328760 x 1.01427534 = 1.48417653

</TABLE>

11
<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:

<TABLE>
<S> <C>
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

</TABLE>

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

<PAGE>

APPENDIX III

EXAMPLE A

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

<TABLE>

<S> <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 31/2% 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
</TABLE>

EXAMPLE B

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

<TABLE>

<S> <C>
A
First Monthly Variable Annuity Payment = ------ 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

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

</TABLE>

13
<PAGE>

EXAMPLE C

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

<S> <C>

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

$128.00
Then, the number of Annuity Units = ----------- = 116.61488844
$1.09763000
</TABLE>

EXAMPLE D

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

<TABLE>

<S> <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

</TABLE>

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

14
<PAGE>

Financial Statements as of
December 31, 1997

15
<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, 1997 and 1996, and the related statements
of income, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1997. 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, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1998

16
<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
BALANCE SHEETS
ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
Investments (note 2):
Available-for-sale securities. . . . . . . . . . . . . . . $125,380,627 $114,011,891
Held-to-maturity securities. . . . . . . . . . . . . . . . 5,529,687 5,549,214
Short term investments . . . . . . . . . . . . . . . . . . 3,083,769 7,667,491
Policy loans . . . . . . . . . . . . . . . . . . . . . . . 21,527,810 18,865,648
------------ ------------

Total investments . . . . . . . . . . . . . . . . . . . 155,521,893 146,094,244

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,145,215 901,980
Premiums and other receivables, net of allowances of
$30,000 in 1997 and 1996 . . . . . . . . . . . . . . . . . 4,749,099 3,998,210
Accrued investment income. . . . . . . . . . . . . . . . . . 3,180,924 2,903,566
Deferred policy acquisition costs (note 6) . . . . . . . . . 18,446,716 17,547,129
Deferred Federal income taxes (note 7) . . . . . . . . . 1,039,000 934,000
Furniture, fixtures and equipment, at cost, less accumulated
depreciation of $1,075,336 in 1997 and $925,736 in 1996. . 97,379 146,078
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 120,044 136,302
Separate account assets. . . . . . . . . . . . . . . . . . . 642,453,414 465,456,848
------------- -----------
Total assets. . . . . . . . . . . . . . . . . . . . . . $826,753,684 $638,118,357
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policyholder account balances (note 6) . . . . . . . . . . . $115,281,318 $113,295,474
Claims and other contract liabilities. . . . . . . . . . . . 12,548,096 12,190,281
Accounts payable and accrued liabilities . . . . . . . . . . 4,426,355 3,730,943
Separate account liabilities . . . . . . . . . . . . . . . . 642,453,314 464,852,507
------------ ------------
Total liabilities . . . . . . . . . . . . . . . . . . . 774,709,083 594,069,205
------------ ------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
issued and outstanding 534,350 shares. . . . . . . . . . . 2,538,163 2,538,163
Additional paid in capital . . . . . . . . . . . . . . . . . 6,496,180 6,496,180
Unrealized holding gains (losses) on available-for-sale
securities (note 2). . . . . . . . . . . . . . . . . . . . 1,608,000 644,000
Retained earnings . . . . . . . . . . . . . . . . . . . . . 41,402,258 34,370,809
------------ ------------
Total stockholder's equity. . . . . . . . . . . . . . . 52,044,601 44,049,152
------------ ------------
Total liabilities and stockholder's equity. . . . . . . $826,753,684 $638,118,357
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to financial statements.

17
<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF INCOME

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31,1996 DECEMBER 31,1995
----------------- ---------------- ----------------
<S> <C> <C> <C>
REVENUES
Policyholder fees. . . . . . . . . . . . . . . . . . . . . . $24,826,454 $22,955,165 $19,958,420
Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . 6,279,137 6,725,329 7,293,719
Investment income (note 2) . . . . . . . . . . . . . . . . . 10,259,601 9,771,389 9,363,212
Realized gain (loss) on investments. . . . . . . . . . . . . 158,874 (221,025) 373,582
Other income . . . . . . . . . . . . . . . . . . . . . . . . 702,644 704,678 835,703
------------ ------------ ------------
Total income. . . . . . . . . . . . . . . . . . . . . . . 42,226,710 39,935,536 37,824,636
------------ ------------ ------------

BENEFITS AND EXPENSES
Benefits and increases in contract liabilities . . . . . . . 14,370,510 12,912,810 13,027,516
Dividends to policyholders . . . . . . . . . . . . . . . . . 1,033,663 964,913 954,384
Amortization of deferred acquisition costs (note 6). . . . . 663,200 1,454,408 1,672,429
Commissions and general expenses . . . . . . . . . . . . . . 15,445,888 16,287,498 15,773,968
------------ ------------ ------------
Total benefits and expenses . . . . . . . . . . . . . . . 31,513,261 31,619,629 31,428,297
------------ ------------ ------------

Income before Federal income tax . . . . . . . . . . . . . . . 10,713,449 8,315,907 6,396,339

Federal income tax (note 7):
Current . . . . . . . . . . . . . . . . . . . . . . . . . . 4,285,000 3,099,000 2,553,000
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . (603,000) (286,000) (376,000)
------------ ------------ ------------

3,682,000 2,813,000 2,177,000
------------ ------------ ------------

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,031,449 $ 5,502,907 $ 4,219,339
------------ ------------ ------------
------------ ------------ ------------

Income per share, based on 534,350 shares outstanding. . . . . $ 13.16 $ 10.30 $ 7.90
------------ ------------ ------------
------------ ------------ ------------

</TABLE>

See accompanying notes to financial statements.

18
<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF STOCKHOLDER'S EQUITY

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31,1996 DECEMBER 31,1995
----------------- ---------------- ----------------
<S> <C> <C> <C>
Balance at beginning of year . . . . . . . . . . . . . . . . . $ 44,049,152 $ 39,780,245 $ 31,196,906

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . 7,031,449 5,502,907 4,219,339
Increase (decrease) in unrealized holding gains on
available-for-sale securities. . . . . . . . . . . . . . . . 964,000 (1,234,000) 4,364,000
------------ ------------ ------------
Balance at end of year . . . . . . . . . . . . . . . . . . . . $ 52,044,601 $ 44,049,152 $ 39,780,245
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

STATEMENTS OF CASH FLOWS

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31,1996 DECEMBER 31,1995
----------------- ---------------- ----------------
<S> <C> <C> <C>
Increase (decrease) in cash:
Cash flows from operating activities:
Policyholder fees received. . . . . . . . . . . . . . . . $ 24,587,113 $ 22,925,131 $ 19,374,522
Premiums received . . . . . . . . . . . . . . . . . . . . 6,088,582 6,413,009 6,895,096
Amounts received on policyholder accounts . . . . . . . . 125,818,334 105,489,481 87,156,662
Investment income received. . . . . . . . . . . . . . . . 10,263,095 9,964,169 9,360,894
Other receipts. . . . . . . . . . . . . . . . . . . . . . 57,287 55,779 69,621
Benefits and contract liabilities paid. . . . . . . . . . (138,420,373) (117,321,389) (101,642,156)
Commissions and general expenses paid . . . . . . . . . . (20,899,476) (20,857,687) (18,176,870)
------------ ------------ ------------
Net cash provided by (used for) operating activities. . . 7,494,562 6,668,493 3,037,769
------------ ------------ ------------

Cash flows from investing activities:
Proceeds from sale of investment securities . . . . . . . 38,900,851 39,062,702 58,755,827
Purchase of investment securities . . . . . . . . . . . . (44,021,791) (44,134,604) (58,622,646)
Purchase of furniture, equipment and other assets . . . . (62,170) (34,485) (128,442)
Net increase in policy loans. . . . . . . . . . . . . . . (2,662,162) (1,848,956) (2,330,591)
Investment in Separate Account . . . . . . . . . . . . . 593,945 (200) (500,000)
------------ ------------ ------------
Net cash provided by (used for) investing activities. . . (7,251,327) (6,955,543) (2,825,852)

Net increase (decrease) in cash . . . . . . . . . . . . . 243,235 (287,050) 211,917

Cash
Beginning of year . . . . . . . . . . . . . . . . . . . . . 901,980 1,189,030 977,113
------------ ------------ ------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . $ 1,145,215 $ 901,980 $ 1,189,030
------------ ------------ ------------
------------ ------------ ------------

</TABLE>

The Company received a refund of Federal income tax of $79,000 in 1997 and
$102,000 in 1996 and paid Federal income tax of $4,283,000 in 1997, $3,243,000
in 1996 and $2,125,000 in 1995.

See accompanying notes to financial statements.

19
<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS

YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995
----------------- ----------------- -----------------
<S> <C> <C> <C>
Reconciliation of net income to net cash
provided by (used for) operating activities:

Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 7,031,449 $ 5,502,907 $ 4,219,339

Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization. . . . . . . . . . . 117,804 130,924 141,121
Amortization of deferred policy acquisition costs. 663,200 1,454,408 1,672,429
Realized investment (gains) losses . . . . . . . . . . . . (158,874) 221,025 (373,582)
Amortization of premiums and discounts on
investments. . . . . . . . . . . . . . . . . . . . 280,852 262,785 237,472
Deferred Federal income taxes. . . . . . . . . . . (603,000) (286,000) (376,000)
Other items not requiring cash - net . . . . . . . 9,771 6,794 (112,268)

(Increase) decrease in:
Premiums and other receivables, net. . . . . . . . (750,889) 336,385 (433,106)
Accrued investment income. . . . . . . . . . . . . (277,358) (70,005) (239,790)
Deferred policy acquisition costs, exclusive
of amortization. . . . . . . . . . . . . . . . . . (1,866,787) (1,275,323) (1,117,752)
Other assets . . . . . . . . . . . . . . . . . . . 9,323 (18,574) 64,490

Increase (decrease) in:
Policyholder account balances. . . . . . . . . . . 1,985,844 (78,699) (1,882,591)
Claims and other contract liabilities. . . . . . . 357,815 901,173 551,392
Accounts payable and accrued liabilities . . . . . 695,412 (419,307) 686,615
------------ ----------- ------------

$ 7,494,562 $ 6,668,493 $ 3,037,769
------------ ----------- ------------
------------ ----------- ------------
</TABLE>

See accompanying notes to financial statements.

20
<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF FINANCIAL STATEMENTS

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles (GAAP). Such basis of presentation
differs from statutory accounting practices permitted or prescribed by insurance
regulatory authorities primarily in that:
(a) policy reserves are computed according to the Company's estimates
of mortality, investment yields, withdrawals and other benefits and expenses,
rather than on the statutory valuation basis;
(b) certain expenditures, principally for furniture and equipment and
agents' debit balances, are recognized as assets rather than being non-admitted
and therefore charged to retained earnings;
(c) commissions and other costs of acquiring new business are
recognized as deferred acquisition costs and are amortized over the premium
paying period of policies and contracts, rather than charged to current
operations when incurred;
(d) income tax effects of temporary differences, relating primarily
to policy reserves and acquisition costs, are provided;
(e) the statutory asset valuation and interest maintenance reserves
are reported as retained earnings rather than as liabilities;

NOTE 2 -- OTHER SIGNIFICANT ACCOUNTING PRACTICES

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

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

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

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

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.

21
<PAGE>

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

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

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

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31,1997 DECEMBER 31, 1996 DECEMBER 31,1995
---------------- ----------------- ----------------

<S> <C> <C> <C>
Interest on fixed maturities . . . . . . . . . . . . . . . . $ 9,029,979 $ 8,559,429 $ 8,243,748
Interest on short term investments . . . . . . . . . . . . . 307,656 410,930 451,475
Interest on policy loans . . . . . . . . . . . . . . . . . . 1,268,834 1,151,681 973,242
Dividends on equity securities . . . . . . . . . . . . . . . -- 43,756 58,305
------------ ----------- ------------

Total investment income . . . . . . . . . . . . . . . . 10,606,469 10,165,796 9,726,770
Investment expense. . . . . . . . . . . . . . . . . . . 346,868 394,407 363,558
------------ ----------- ------------

Net investment income. . . . . . . . . . . . . . . . . . . . $10,259,601 $ 9,771,389 $ 9,363,212
------------ ----------- ------------
------------ ----------- ------------
</TABLE>

The amortized cost and estimated market values of investments at December 31,
1997 and 1996 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, 1997

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

$122,348,627 $ 3,107,913 $75,913 $125,380,627
------------ ----------- ------- ------------
------------ ----------- ------- ------------

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
------------ ------------ --------- -------------
------------ ------------ --------- -------------
</TABLE>

22
<PAGE>

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

At December 31, 1997 and 1996, the Company recognized "Unrealized Holding
Gains on Available-For-Sale Securities" of $1,608,000 and $644,000, net of
applicable deferred income taxes and amortization of deferred acquisition costs.
The change in the Unrealized Holding Gains (Losses) of $964,000, ($1,234,000)
and $4,364,000 for 1997, 1996 and 1995, respectively is reported as a separate
component of stockholders' equity.

<TABLE>
<CAPTION>
HELD-TO-MATURITY SECURITIES
DECEMBER 31,1997
<S> <C> <C> <C> <C>
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies*. . . . . . . . . . . . . . . . . . $ 3,419,687 $ 90,126 $ 700 $ 3,509,113
Corporate Debt Securities. . . . . . . . . . . . . 2,000,000 109,000 -- 2,109,400
Other Debt Securities. . . . . . . . . . . . . . . 110,000 -- -- 110,000
------------ ---------- ------------- -----------

$ 5,529,687 $ 199,126 $ 700 $ 5,728,513
------------ ---------- ------------- -----------
------------ ---------- ------------- -----------

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
------------ ---------- ------------- -----------
------------ ---------- ------------- -----------
</TABLE>

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

The amortized cost and estimated market value of debt securities at December
31, 1997, 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. . . . . . . . . . $ 363,473 $ 362,773 $ 6,608,708 $ 6,633,659
Due after one year through five years. . . 2,634,603 2,715,715 37,905,751 38,828,513
Due after five years through ten years . . 531,611 540,625 50,889,338 52,290,280
Due after ten years. . . . . . . . . . . . 2,000,000 2,109,400 26,944,831 27,628,175
---------- ----------- ------------- ------------

$5,529,687 $5,728,513 $122,348,628 $125,380,627
---------- ---------- ------------- ------------
---------- ---------- ------------- ------------
</TABLE>

Proceeds from sales of investments in fixed maturities were $34,316,604,
$39,046,422 and $56,949,635 in 1997, 1996 and 1995, respectively. Gross gains
of $374,583 and gross losses of $215,709 were realized on those sales in 1997.
Gross gains of $185,708 and gross losses of $406,733 were realized on those
sales in 1996. Gross gains of $578,810 and gross losses of $205,228 were
realized on those sales in 1995.

23
<PAGE>

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

(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.

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.

24
<PAGE>

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

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,
1997, 1996 and 1995, the Company charged operations approximately $70,000,
$100,000 and $40,000 respectively for its portion of the contribution.

The Company also has a non-contributory retirement plan for the benefit of
its sales agents. The plan provides for retirement benefits based upon
commission on first-year premiums and length of service. The plan is unfunded.
Vesting of benefits is based upon graduated percentages dependent upon the
number of allocations made in accordance with the plan by the Company for each
participant. The Company charged to operations pension expenses of
approximately $419,000 in 1997, $414,000 in 1996 and $375,000 in 1995. The
accrued liability of approximately $2,913,000 in 1997 and $2,858,000 in 1996 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 1997 and 1996 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, 1997, 1996 and 1995. The Company also had
assumed reinsurance amounting to approximately 20%, 21% and 20% of its net life
insurance in force at the respective year ends. None of these transactions had
any material effect on the Company's operating results.

25
<PAGE>

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

(b) The Company and certain affiliates share office space, data processing
facilities and management personnel. Charges for these services are based upon
space occupied, usage of data processing facilities and time allocated to
management. During the years ended December 31, 1997, 1996 and 1995, the
Company paid approximately $1,114,000, $1,222,000 and $1,282,000, respectively,
for these services. In addition, the Company reimbursed an affiliate
approximately $9,814,000 in 1997, $9,709,000 in 1996,and $8,739,000 in 1995 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 $332,000 at December 31, 1997 and $326,000 at December
31, 1996.

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

NOTE 6 -- ADJUSTMENTS MADE TO STATUTORY ACCOUNTING PRACTICES

Note 1 describes some of the common differences between statutory practices
and generally accepted accounting principles. The effects of these differences
for the years ended December 31, 1997, 1996 and 1995 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
---------------------- --------------------------
1997 1996 1995 1997 1996 1995
----------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Reported on a statutory basis. . . . . . $5,809,629 $5,002,533 $3,705,334 $32,159,721 $26,580,877 $21,600,537
----------- ---------- ---------- ----------- ----------- -----------

Adjustments:
Deferred policy acquisition costs (b). . 351,239 (179,085) (554,677) 18,446,716 17,547,129 17,318,214
Future policy benefits (a) . . . . . . 133,848 514,086 422,387 (3,000,589) (2,398,397) (2,912,483)
Deferred income taxes. . . . . . . . . 603,000 286,000 376,000 1,039,000 934,000 12,000
Premiums due and deferred (e). . . . . 84,291 85,461 80,133 (1,274,816) (1,359,107) (1,444,568)
Cost of colletion and other statutory
liabilities . . . . . . . . . . . . (924) (12,283) (16,318) 36,060 36,984 49,267
Non-admitted assets. . . . . . . . . . -- -- -- 224,411 298,731 395,758
Asset valuation reserve. . . . . . . . -- -- -- 1,325,986 1,136,664 1,016,830
Interest maintenance reserve . . . . . (55,019) (48,542) (40,804) 56,112 6,271 200,690
Gross unrealized holding gains on
available-for-sale securities . . -- -- -- 3,032,000 1,266,000 3,544,000
Net realized capital gains (losses). . 158,874 (221,025) 373,582 -- -- --
Other . . . . . . . . . . . . . . . (53,489) 75,762 (126,298) -- -- --
----------- ---------- ---------- ----------- ----------- -----------
1,221,820 500,374 514,005 19,884,880 17,468,275 18,179,708
----------- ---------- ---------- ----------- ----------- -----------

In accordance with generally accepted
accounting principles. . . . . . . . . $7,031,449 $5,502,907 $4,219,339 $52,044,601 $44,049,152 $39,780,245
----------- ---------- ---------- ----------- ----------- -----------
----------- ---------- ---------- ----------- ----------- -----------

Per share, based on 534,350 shares
outstanding. . . . . . . . . . . . . . $13.16 $10.30 $7.90 $97.40 $82.44 $74.45
----------- ---------- ---------- ----------- ----------- -----------
----------- ---------- ---------- ----------- ----------- -----------
</TABLE>

26
<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:

DISTRIBUTION OF LIABILITIES* BASIS OF ASSUMPTIONS
- ------------------------------------------------------------------------------------------
1996 1995 YEARS OF ISSUE INTEREST MORTALITY TABLE WITHDRAWAL
- ---- ---- -------------- -------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Non-par:
$1,505,551 $ 1,655,040 1962-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton B
5,310,394 5,814,885 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton B
2,433,724 2,546,702 1984-1988 7 1/2% 85% of 1965-70 Basic Select Modified
plus Ultimate Linton B
101,775 86,508 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Linton B
108,985 113,117 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Actual
28,971 34,185 1989-Present 8% 1975-80 Basic Select plus Ultimate Actual
32,412,007 31,902,122 1985-Present 6% Accumulation of Funds --
Par:
224,913 223,500 1966-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton A
13,273,949 13,357,249 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton A
899,407 975,132 1981-1984 7 1/4% 90% of 1965-70 Basic Select
plus Ultimate Linton B
4,699,324 4,772,595 1983-1988 9 1/2% 80% of 1965-70 Basic Select
plus Ultimate Linton B
15,977,808 14,031,404 1990-Present 8% 66% of 1975-80 Basic Select
plus Ultimate Linton B
Annuities:
19,581,382 21,779,771 1976-Present 5 1/2% Accumulation of Funds --
Miscellaneous:
19,604,218 16,939,829 1962-Present 2 1/2%-3 1/2% 1958-CSO None

</TABLE>

* The above amounts are before deduction of deferred premiums of $881,090 in
1997 and $936,565 in 1996.

(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 $663,200 in 1997 and $1,454,408 in 1996, $1,672,429
in 1995 was charged to operations.

(c) Participating business represented 9.5% and 9.8% of individual life
insurance in force at December 31, 1997 and 1996, respectively.

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

27
<PAGE>

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

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 $22,374,879, $16,796,135 and $11,815,645 at December
31, 1997, 1996 and 1995, 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.

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, 1997 included approximately $146,000
which is defined as "policyholders' surplus" and may be subject to Federal
income tax at ordinary corporate rates under certain future conditions,
including distributions to stockholders.

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

<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Policyholder dividend provision. . . . . . . . . . . . . . . $ (357,219) $ (332,719)
Non-qualified agents' pension plan reserve . . . . . . . . . (1,161,304) 1,127,384)
Deferred policy acquisition costs. . . . . . . . . . . . . . 2,215,873 2,507,526
Future policy benefits . . . . . . . . . . . . . . . . . . . (2,575,365) 2,346,908)
Bond discount. . . . . . . . . . . . . . . . . . . . . . . . 39,184 28,677
Unrealized holding gains on Available-For-Sale Securities . 829,000 331,000
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,169) 5,808
------------ -----------
$(1,039,000) $ (934,000)
------------ -----------
------------ -----------
</TABLE>

The currently payable Federal Income tax provision of $3,099,000 for 1996
is net of a $75,000 Federal tax benefit resulting from a capital loss carryback
of $221,025.

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

We have audited the statement of assets and liabilities of First Investors
Life 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, 1997, 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.

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, 1997, and the results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended, in conformity with generally accepted
accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 19, 1998

29
<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1997

<TABLE>
<S> <C>
ASSETS
Investments at net asset value (Note 3):
First Investors Life Series Fund. . . . . . . . . . . . . . $416,063,093
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 465,973
------------

Total Assets. . . . . . . . . . . . . . . . . . . . . . . $416,529,066
------------

LIABILITIES
Payable to First Investors Life Insurance Company. . . . . . . 335,138
Other Liabilities. . . . . . . . . . . . . . . . . . . . . . . 465,973
------------
Total Liabilities . . . . . . . . . . . . . . . . . . . . 801,111
------------

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . $415,727,955
------------
------------

Net assets represented by Contracts in accumulation period . . . $415,727,955
------------
------------
</TABLE>

See notes to financial statements.

30
<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<S> <C>
INVESTMENT INCOME
Income:
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,196,231
------------

Total income. . . . . . . . . . . . . . . . . . . . . . . 20,196,231
------------

Expenses:
Mortality and expense risks (Note 4). . . . . . . . . . . . 3,605,816
------------

Total expenses. . . . . . . . . . . . . . . . . . . . . . 3,605,816
------------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . . . 16,590,415

UNREALIZED APPRECIATION ON INVESTMENTS
Beginning of year. . . . . . . . . . . . . . . . . . . . . . . 57,942,932
End of year. . . . . . . . . . . . . . . . . . . . . . . . . . 102,897,977
------------

Change in unrealized appreciation on investments . . . . . . . . 44,955,045
------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . $ 61,545,460
------------
------------
</TABLE>

See notes to financial statements.

31
<PAGE>
FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENTS OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Increase (Decrease) in Net Assets
From Operations
Net investment income . . . . . . . . . . . . . . . . . . . . $ 16,590,415 $ 6,822,227
Change in unrealized appreciation on investments. . . . . . . 44,955,045 25,603,723
------------ ------------

Net increase in net assets resulting from operations. . . . . 61,545,460 32,425,950
------------ ------------

From Unit Transactions
Net insurance premiums. . . . . . . . . . . . . . . . . . . . 88,644,435 83,169,069
Contract payments . . . . . . . . . . . . . . . . . . . . . . (25,481,901) (24,966,045)
------------ ------------

Increase in net assets derived from unit transactions . . . . 63,162,534 58,203,024
------------ ------------

Net increase in net assets . . . . . . . . . . . . . . . . 124,707,994 90,628,974

Net Assets
Beginning of year. . . . . . . . . . . . . . . . . . . . . . . . 291,019,961 200,390,987
------------ ------------
End of year. . . . . . . . . . . . . . . . . . . . . . . . . . . $415,727,955 $291,019,961
------------ ------------
------------ ------------
</TABLE>

See notes to financial statements.

32
<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997

NOTE 1 -- ORGANIZATION

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

NOTE 2 -- SIGNIFICANT ACCOUNTING PRACTICES

INVESTMENTS

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

FEDERAL INCOME TAXES

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

NOTE 3 -- INVESTMENTS

Investments consist of the following:

<TABLE>
<CAPTION>
NET ASSET MARKET
SHARES VALUE VALUE COST
--------- ----- ------------ ------------
<S> <C> <C> <C> <C>
First Investors Life Series Fund
Cash Management . . . . . . . . . . . . . . . . 3,253,272 $ 1.00 $ 3,253,272 $ 3,253,272
High Yield. . . . . . . . . . . . . . . . . . . 1,928,335 12.30 23,726,471 20,871,889
Growth. . . . . . . . . . . . . . . . . . . . . 3,011,083 29.24 88,043,691 60,380,834
Discovery . . . . . . . . . . . . . . . . . . . 2,336,301 27.77 64,897,947 50,017,676
Blue Chip . . . . . . . . . . . . . . . . . . . 4,790,408 23.71 113,574,595 75,842,807
International Securities. . . . . . . . . . . . 2,705,830 16.91 45,766,689 38,615,534
Government. . . . . . . . . . . . . . . . . . . 781,878 10.33 8,076,963 7,965,277
Investment Grade. . . . . . . . . . . . . . . . 1,255,568 11.67 14,651,200 13,351,858
Utilities Income. . . . . . . . . . . . . . . . 1,986,271 14.95 29,704,226 21,391,448
Target Maturity 2007. . . . . . . . . . . . . . 1,554,041 12.63 19,631,433 17,430,477
Target Maturity 2010. . . . . . . . . . . . . . 373,034 12.70 4,736,606 4,044,044
------------ ------------
$416,063,093 $313,165,116
------------ ------------
------------ ------------
</TABLE>

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

NOTE 4 -- MORTALITY AND EXPENSE RISKS AND DEDUCTIONS

In consideration for its assumption of the mortality and expense risks
connected with the Variable 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, 1997 was $3,605,816. 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 1997.

33
<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, 1998 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. Resolution of the Board of Directors of First Investors Life
Insurance Company creating Separate Account C./1/

2. Not applicable.

3. Distribution Contracts:

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

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

4. Specimen Individual Variable Annuity Contract issued by First
Investors Life Insurance Company for participation in Separate
Account C./1/

5. Form of application used with Individual Variable Annuity
Contracts provided in response to (4) above./1/

6. (a) Declaration of Intention and Charter of First Investors Life
Insurance Company, together with all Amendments./1/

(b) By-Laws of First Investors Life Insurance Company./1/

7. Not applicable.

8. Not applicable.

9. Opinion of counsel.

10. (a) Consent of Independent Public Accountants.

C-1
<PAGE>

(b) Powers of Attorney./1/

11. Not applicable.

12. Not applicable.

13. Performance Calculations.

14. Financial Data Schedule. (See Exhibit 27 below.)

27. Financial Data Schedule. (Inapplicable, because, notwithstanding
Item 24 (b)(14) of Form N-4, the Commission staff has advised
that no such schedule is required.)

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

/1/ Previously filed on May 19, 1997 in Post Effective Amendment No. 10 to
this Registration Statement.

ITEM 25. Directors and Officers of the Depositor

The following are the Directors and Officers of First Investors Life Insurance
Company:

Position and Office
Name and Principal with First Investors
Business Address Life Insurance Company
- ------------------------- ------------------------
(Unless otherwise noted,
an individual's business
address is 95 Wall Street,
New York, New York 10005.)

Lawrence M. Falcon Senior Vice President
and Comptroller

Richard H. Gaebler President and Director

Jay G. Baris
Kramer, Levin, Naftalis
& Frankel Director
919 Third Avenue
New York, NY 10022

William H. Drinkwater First Vice President
and Chief Actuary

C-2
<PAGE>

George V. Ganter Director

Scott Hodes Director
Ross & Hardies
150 North Michigan Avenue
Chicago, Il 60601

Glenn O. Head Chairman and Director

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

Carol Lerner Brown Secretary

Jackson Ream
Nations Bank of Texas Director
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
581 Main Street
Woodbridge, NJ 07095

John T. Sullivan Director

Kathryn S. Head Director
581 Main Street
Woodbridge, NJ 07095

Ada M. Suchow Vice President
& Assistant Secretary

William M. Lipkus Vice President &
581 Main Street Chief Accounting Officer
Woodbridge, NJ 07095

Martin A. Smith Vice President

C-3
<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. Registrant is a Separate Account of First
Investors Life Insurance Company, the Depositor. 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.

FIRST INVESTORS CREDIT CORPORATION (New Jersey). Ownership: 100% owned by
FFSB; Principal Business: Inactive;

C-4
<PAGE>

Affiliate of First Investors Life Insurance Company.

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

REAL PROPERTY DEVELOPMENT CORPORATION (New Jersey). Ownership: 100% owned
by FICC; Principal Business: Real Estate; Affiliate of First Investors Life
Insurance Company.

FIRST INVESTORS CREDIT FUNDING CORPORATION (New York). Ownership: 100%
owned by FICC; Principal Business: Sells commercial paper; Affiliate of
First Investors Life Insurance Company.

SCHOOL FINANCIAL MANAGEMENT SERVICES, INC. (Ohio). Ownership: 100% owned
by FICC; Principal Business: Tuition assistance program; Affiliate of
First Investors Life Insurance Company.

ITEM 27. Number of Contractowners

As of March 6, 1998, the number of owners of variable annuity contracts
offered by First Investors Life Variable Annuity Fund C was 14,624.

ITEM 28. Indemnification

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

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

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

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

C-5
<PAGE>

A directors and officers liability policy in the amount of $3,000,000
covering First Investors Life's directors and officers has been issued by the
Great American Insurance Companies.

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

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 Life Variable Annuity Fund A
First Investors Life Variable Annuity Fund D
First Investors Life Level Premium Variable Life
Insurance (Separate Account B)

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.

C-6
<PAGE>

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

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

Name and Principal Position and Office with
Business Address First Investors Corporation
- ------------------ ------------------------------
(Unless otherwise noted,
an individual's business
address is 95 Wall Street,
New York, New York 10005.)

Glenn O. Head Chairman of the Board and
Director

Lawrence A. Fauci Senior Vice President and
Director

Kathryn S. Head Vice President and Director
581 Main Street
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

C-7
<PAGE>

Chatham, NJ 07928

Frederick Miller Senior Vice President
581 Main Street
Woodbridge, NJ 07095

Larry R. Lavoie Secretary and General Counsel

Marvin M. Hecker President

Matthew Smith Vice President
581 Main Street
Woodbridge, NJ 07095

Anne Condon Vice President
581 Main Street
Woodbridge, NJ 07095

John T. Sullivan Director

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

Roger L. Grayson Director

Elizabeth Reilly Vice President
581 Main Street
Woodbridge, NJ 07095

Robert Flanagan Vice President-Sales
Administration

William M. Lipkus Chief Financial Officer
581 Main Street
Woodbridge, NJ 07095

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.

C-8
<PAGE>

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.

(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. This
representation applies to all Contracts sold pursuant to this
Registration Statement, including those sold on terms specifically
described in the prospectus contained herein, or any variations
therein, based on supplements, endorsements, or riders to any
Contracts or prospectus, or otherwise.

C-9
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant represents that this Post-Effective Amendment to
Registrant's Registration Statement ("Amendment") meets the requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act of 1933, and
has caused this Amendment to be signed on its behalf, in the City of New
York, and State of New York, on the 20th day of April, 1998.

FIRST INVESTORS LIFE VARIABLE
ANNUITY FUND C
(Registrant)

BY: FIRST INVESTORS LIFE INSURANCE
COMPANY
(Depositor)
(On behalf of the Registrant and itself)

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

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

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

/s/ Richard H. Gaebler President and Director April 20, 1998
- ----------------------
Richard H. Gaebler

/s/ William M. Lipkus Vice President and April 20, 1998
- --------------------- Chief Accounting
William M. Lipkus Officer

<PAGE>

Glenn O. Head* Chairman and Director April 20, 1998
Jay G. Baris* Director April 20, 1998
George V. Ganter* Director April 20, 1998
Robert J. Grosso* Director April 20, 1998
Scott Hodes* Director April 20, 1998
Jackson Ream* Director April 20, 1998
Nelson Schaenen Jr.* Director April 20, 1998
John T. Sullivan* Director April 20, 1998
Kathryn S. Head* Director April 20, 1998
Glenn T. Dallas* Director April 20, 1998

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

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------- -----------
<S> <C>
99.N4.9 Opinion of Counsel

99.N4.10 Consent of Independent Public Accountants

99.N4.13 Performance calculations

</TABLE>

<PAGE>
NANETTE A. KING
ATTORNEY AT LAW
SUITE 300
120 WALL STREET
NEW YORK, NEW YORK 10005

TELEPHONE (212) 208-6009

February 6, 1990

First Investors Life Insurance Company
Variable Annuity Fund C
120 Wall Street
New York, New York 10005

Gentlemen:

As special counsel to First Investors Life Insurance Company (the
"Depositor"), I am familiar with the proceedings taken and proposed to be
taken by the First Investors Life Variable Annuity Fund C ("Separate Account
C") in connection with the proposed sale of an indefinite number of Variable
Annuity Contracts (the "Contracts") and the registration statement on Form
N-4 covering the contracts (the "Registration Statement") to which this
opinion is an exhibit, filed by Separate Account C pursuant to the Securities
Act of 1933 and the Investment Company Act of 1940, as amended. I have
examined such records of the Depositor and of Separate Account C,
certificates of public officials and other documents and such questions of
law as I have deemed necessary as a basis for this opinion.

Based upon such examination, I am of the opinion that when the
Registration Statement has become effective and the Contracts are issued
according to the terms set forth in the General Plan of Operations for
Separate Account C filed by the Depositor with the New York State Insurance
Department, as described in the Prospectus and Statement of Additional
Information included in the Registration Statement, the Contracts will be
legally issued, fully paid and nonassessable.

I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that
I am acting within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, or the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Nanette A. King

Nanette A. King, Esq.

<PAGE>

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. 11 to the
Registration Statement on Form N-4 (File No. 33-33419) of our report dated
February 19, 1998 relating to the December 31, 1997 financial statements of
First Investors Life Variable Annuity Fund C and our report dated February 19,
1998 relating to the December 31, 1997 financial statements of First Investors
Life Insurance Company, which are included in said Registration Statement.

/s/ Tait, Weller & Baker

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 21, 1998

<PAGE>

SEC Standardized Total Returns -- Separate Account C

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

Average Annual

Total Return = ((ERV DIVIDED BY P) 1/n ) - 1

Total Return = ((ERV - P) DIVIDED BY 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 thereof.)

P = a hypothetical initial investment of $1,000

N = number of years

The following table lists the information used to calculate the standardized
average annual total return and total return for First Investors Life Series
Fund Inc. -- Subaccount C as of December 31, 1997.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
AVE. ANNUAL TOTAL RETURN
ERV P N TOTAL RETURN
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Blue Chip Fund
1 year: $1,166.40 $1,000.00 1.00 16.64% 16.64%
5 years: $1,948.40 $1,000.00 5.00 14.27% 94.84%
Life of Subaccount: $2,760.70 $1,000.00 7.21 15.12% 176.07%
Discovery Fund
1 year: $1,075.50 $1,000.00 1.00 7.55% 7.55%
5 years: $1,730.60 $1,000.00 5.00 11.59% 73.06%
Life of Subaccount: $3,271.50 $1,000.00 7.21 17.86% 227.15%
Government Fund
1 year: $1,000.10 $1,000.00 1.00 .01% .01%
5 years: $1,172.30 $1,000.00 5.00 3.23% 17.23%
Life of Subaccount: $1,274.20 $1,000.00 7.21 4.13% 27.42%
Growth Fund
1 year: $1,190.30 $1,000.00 1.00 19.03% 19.03%
5 years: $1,831.40 $1,000.00 5.00 12.86% 83.14%
Life of Subaccount: $2,849.90 $1,000.00 7.21 15.62% 184.99%
- -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

SEC Standardized Total Returns -- Separate Account C

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

Average Annual

Total Return = ((ERV DIVIDED BY P) 1/n ) - 1

Total Return = ((ERV - P) DIVIDED BY 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 thereof.)

P = a hypothetical initial investment of $1,000

N = number of years

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AVE. ANNUAL TOTAL RETURN
ERV P N TOTAL RETURN
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
High Yield Fund
1 year: $1,035.60 $1,000.00 1.00 3.56% 3.56%
5 years: $1,558.80 $1,000.00 5.00 9.29% 55.88%
Life of Subaccount: $2,311.90 $1,000.00 7.21 12.32% 131.19%
International Securities Fund
1 year: $1,004.60 $1,000.00 1.00 .46% .46%
5 years: $1,588.80 $1,000.00 5.00 9.70% 58.88%
Life of Subaccount: $1,819.80 $1,000.00 7.21 8.65% 81.98%
Investment Grade Fund
1 year: $1,010.30 $1,000.00 1.00 1.03% 1.03%
5 years: $1,277.50 $1,000.00 5.00 5.02% 27.75%
Life of Subaccount: $1,374.60 $1,000.00 5.98 5.46% 37.46%
Target Maturity 2007 Fund
1 year: $1,043.70 $1,000.00 1.00 4.37% 4.37%
Life of Subaccount: $1,231.10 $1,000.00 2.68 8.05% 23.11%
Target Maturity 2010 Fund
1 year: $1,066.50 $1,000.00 1.00 6.65% 6.65%
Life of Subaccount: $1,182.90 $1,000.00 1.68 10.58% 18.29%
Utilities Income Fund
1 year: $1,151.20 $1,000.00 1.00 15.12% 15.12%
Life of Subaccount: $1,467.70 $1,000.00 4.09 9.74% 46.77%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

NAV Only Total Returns -- Subaccount C

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

Average Annual

Total Return = ((ERV DIVIDED BY P) 1/n ) - 1

Total Return = ((ERV - P) DIVIDED BY 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 thereof.)

P = a hypothetical initial investment of $1,000

N = number of years

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AVE. ANNUAL TOTAL RETURN
ERV P N TOTAL RETURN
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Blue Chip Fund
1 year: $1,254.30 $1,000.00 1.00 25.43% 25.43%
5 years: $2,095.60 $1,000.00 5.00 15.95% 109.56%
Life of Subaccount: $2,967.90 $1,000.00 7.21 16.28% 196.79%
Discovery Fund
1 year: $1,156.60 $1,000.00 1.00 15.66% 15.66%
5 years: $1,860.70 $1,000.00 5.00 13.22% 86.07%
Life of Subaccount: $3,517.20 $1,000.00 7.21 19.05% 251.72%
Government Fund
1 year: $1,075.60 $1,000.00 1.00 7.56% 7.56%
5 years: $1,260.40 $1,000.00 5.00 4.74% 26.04%
Life of Subaccount: $1,369.70 $1,000.00 5.98 5.40% 36.97%
Growth Fund
1 year: $1,280.00 $1,000.00 1.00 28.00% 28.00%
5 years: $1,969.00 $1,000.00 5.00 14.51% 96.90%
Life of Subaccount: $3,065.00 $1,000.00 7.21 16.80% 206.50%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

NAV Only Total Returns -- Subaccount C

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

Average Annual

Total Return = ((ERV DIVIDED BY P) 1/n ) - 1

Total Return = ((ERV - P) DIVIDED BY 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 thereof.)

P = a hypothetical initial investment of $1,000

N = number of years

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
AVE. ANNUAL TOTAL RETURN
ERV P N TOTAL RETURN
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
High Yield Fund
1 year: $1,113.70 $1,000.00 1.00 11.37% 11.37%
5 years: $1,676.80 $1,000.00 5.00 10.89% 67.68%
Life of Subaccount: $2,486.20 $1,000.00 7.21 13.46% 148.62%
International Securities Fund
1 year: $1,080.00 $1,000.00 1.00 8.00% 8.00%
5 years: $1,709.00 $1,000.00 5.00 11.31% 70.90%
Life of Subaccount: $1,957.00 $1,000.00 7.21 9.75% 95.70%
Investment Grade Fund
1 year: $1,086.80 $1,000.00 1.00 8.68% 8.68%
5 years: $1,373.20 $1,000.00 5.00 6.55% 37.32%
Life of Subaccount: $1,477.70 $1,000.00 5.98 6.74% 47.77%
Target Maturity 2007 Fund
1 year: $1,122.10 $1,000.00 1.00 12.21% 12.21%
Life of Subaccount: $1,323.50 $1,000.00 2.68 11.00% 32.35%
Target Maturity 2010 Fund
1 year: $1,146.80 $1,000.00 1.00 14.68% 14.68%
Life of Subaccount: $1,271.70 $1,000.00 1.68 15.47% 27.17%
Utilities Income Fund
1 year: $1,238.20 $1,000.00 1.00 25.07% 25.07%
Life of Subaccount: $1,577.70 $1,000.00 7.21 12.83% 64.60%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>