FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C, 485BPOS, 1999-11-08

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
485BPOS, 1999-11-08

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As filed with the Securities and Exchange Commission on November 8, 1999

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. 14 X
-

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 16 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:
Robert J. Zutz, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036

<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 November 8, 1999 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

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

PART A: PROSPECTUS

1 Cover Page.................................. Cover Page
2. Definitions................................. Glossary of Special Terms
3. Synopsis.................................... Fee Tables
4. Condensed Financial Information............. Condensed Financial Information
5. General Description of Registrant,
Depositor,and Portfolio Companies........... Overview, How the Contracts
Work, Who We Are; The Contracts
in Detail, Allocation of Net
Purchase Payments to
Subaccount(s)
6. Deductions and Expenses..................... Fee Tables, The Contracts in
Detail, Sales Charge, Mortality
and Expense Risk Charges, Other
Charges
7. General Description of Variable Annuity
Contracts................................... Overview; The Contracts in
Detail, Tax Information, Other
Information
8. Annuity Period.............................. Overview; The Contracts in
Detail, The Annuity Period
9. Death Benefit.............................. Overview; The Contracts in
Detail, The Accumulation
Period, The Annuity Period
10. Purchases and Contract Value................ The Contracts in Detail
11. Redemptions................................. The Contracts in Detail
12. Taxes....................................... Tax Information
13. Legal Proceedings........................... Not Applicable
14. Table of Contents of the Statement of
Additional Information...................... Table of Contents of
the Statement of Additional
Information

PART B: STATEMENT OF ADDITIONAL INFORMATION

15. Cover Page................................. Cover Page
16. Table of Contents.......................... Table Of Contents
17. General Information and History............ General Description; Other
Information
18. Services................................... Services
19. Purchase of Securities Being Offered....... Purchase of Securities
20. Underwriters............................... Services
21. Calculation of Performance Data............ Performance Information
22. Annuity Payments........................... Annuity Payments
23. Financial Statements....................... Relevance of Financial
Statements; Financial
Statements

PART C: OTHER INFORMATION

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

<PAGE>
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY
FIRST INVESTORS LIFE INSURANCE COMPANY
("FIRST INVESTORS LIFE")

THROUGH

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C (SEPARATE ACCOUNT C)
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D (SEPARATE ACCOUNT D)
95 Wall Street, New York, New York 10005/(212) 858-8200

This Prospectus describes deferred Variable Annuity Contracts (the
"Contracts") that First Investors Life Insurance Company is offering you the
opportunity to accumulate capital, on a tax-deferred basis, for retirement or
other long-term purposes and thereafter to annuitize your accumulated cash value
if you so elect. If you elect to annuitize, the Contracts offer several options
under which you can receive annuity payments for life.

The Contracts invest in the same underlying investment portfolios. Whether
you invest in a Separate Account C or Separate Account D Contract, you allocate
your purchase payments (less certain charges) to one of the eleven
"Subaccounts." Each of these Subaccounts invests in a corresponding "Fund" of
First Investors Life Series Fund. The amount you accumulate depends upon the
performance of the Subaccounts in which you invest. You bear all of the
investment risk, which means that you could lose money.

The Contracts differ in that they have (a) different sales charge
structures (b) different death benefits and (c) different expenses. The
Contracts also have different minimum investments. The Separate Account C
Contract may be purchased with as little as $2,000. The Separate Account D
Contracts require a minimum investment of $25,000.

THE INTERNAL REVENUE SERVICE MAY ASSESS A PENALTY ON EARLY WITHDRAWAL. THE
CONTRACTS PROVIDE YOU WITH A 10-DAY REVOCATION RIGHT.

Please read this Prospectus and keep it for future reference. It contains
important information that you should know before buying a Contract. We filed a
Statement of Additional Information ("SAI"), dated April 30, 1999, with the
Securities and Exchange Commission. We incorporate the SAI by reference into
this Prospectus. See page 26 of this Prospectus for the SAI Table of Contents.
You can get a free SAI by contacting us at the address or telephone number shown
above.

The Securities and Exchange Commission has not approved or disapproved
these securities or passed on the adequacy of this Prospectus. Any
representation to the contrary is a criminal offense.

This Prospectus is valid only if attached to the current prospectus for First
Investors Life Series Fund ("Life Series Fund").

The date of this Prospectus is April 30, 1999.

<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 that measures the value of a Contractowner's
interest in a Subaccount of Separate Account C or Separate Account D before the
Annuity Commencement Date.

ADDITIONAL PAYMENT - A purchase payment made to First Investors Life after
issuance of a Contract.

ANNUITANT - The person who is designated to receive annuity payments or who
is actually receiving annuity payments.

ANNUITY COMMENCEMENT DATE - The date on which we begin making annuity
payments.

ANNUITY UNIT - A unit that determines the amount of each annuity payment
after the first annuity payment.

BENEFICIARY - The person who is designated to receive any benefits under a
Contract upon the death of the Annuitant or the Contractowners.

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 that 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, Separate Account D and other segregated
investment accounts of First Investors Life.

JOINT ANNUITANT - The designated second person under a joint and survivor
life annuity.

PURCHASE PAYMENT - A payment made to First Investors Life to purchase a
Contract.

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 ("1940 Act").

SEPARATE ACCOUNT D - The segregated investment account entitled "First
Investors Life Variable Annuity Fund D," established by First Investors Life
pursuant to applicable law and registered as a unit investment trust under the
1940 Act.

SUBACCOUNT - A segregated investment subaccount under Separate Account C or
Separate Account D that corresponds to a fund of the Life Series Fund. The
assets of a Subaccount are invested in shares of the corresponding fund 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 at the end of any Valuation Date
and extending to the end of the next Valuation Date.

VARIABLE ANNUITY - An annuity with annuity payments that vary in dollar
amount, in accordance with the net investment experience of the Subaccounts,
throughout the payment period.

WE (AND OUR) - First Investors Life Insurance Company.

YOU (AND YOUR) - The prospective contractowner.

2
<PAGE>

FEE TABLES

The two tables below are provided to help you understand the various
charges and expenses you will directly or indirectly bear in purchasing a
contract. The tables show how the charges and expenses for the Contract funded
through Separate Account C ("Separate Account C Contracts") differ from those of
the Contract funded through Separate Account D ("Separate Account D Contracts").
The following table reflects the charges and expenses of the relevant Separate
Account. The table on the next page reflects the fees and expenses of the series
(each a "Fund" and collectively "Funds") of the Life Series Fund in which the
Separate Accounts invest. The Fee Tables reflect expenses expected to be
incurred in 1999.

SEPARATE ACCOUNT EXPENSES

SEPARATE ACCOUNT C (FRONT-LOADED SEPARATE ACCOUNT D (BACK-LOADED
CONTRACT) CONTRACT)
CONTRACTOWNER TRANSACTION EXPENSES CONTRACTOWNER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Maximum Sales Load Imposed on
Purchases (as a percentage of Purchases (as a percentage of
purchase payment)............7.00% purchase payments).............None
Maximum Contingent Deferred Sales Maximum Contingent Deferred Sales
Charge.........................None Charge.......................7.00%*
Annual Contract Maintenance Charge Annual Contract Maintenance
...............................None Charge.....................$30.00**

SEPARATE ACCOUNT C ANNUAL EXPENSES SEPARATE ACCOUNT D ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT (AS A PERCENTAGE OF AVERAGE ACCOUNT
VALUE) VALUE)
Mortality and Expense Risk Mortality and Expense Risk
Charges.......................1.00% Charges.......................1.25%
Other Charges................0.00%+ Administrative Charge......... 15%
Total Separate Account Annual =====
Expenses......................1.00% Total Separate Account Annual
Expenses......................1.40%

* The maximum contingent deferred sales charge ("CDSC") is a percentage of the
value of the Accumulation Units surrendered (not to exceed the aggregate amount
of the purchase payments made for the Units). The charge decreases 1% each year
so that there is no charge after seven years. Each year you may withdraw
("surrender") up to 10% of total purchase payments without a CDSC. For purposes
of computing the CDSC, Units are considered to be redeemed in the order in which
they were purchased (i.e., first-in, first-out).

** We deduct the Contract Maintenance Charge of $30 from the Accumulated Value,
except that this charge will not exceed 2% of that value. For more information,
see "Contract Maintenance Charge."

+ We may deduct an administrative charge if the Accumulated Value of a Contract
is less than $1,500 (see "Administrative Charge").

For more complete descriptions of the various charges and expenses shown,
please refer to "THE CONTRACTS IN DETAIL -- Sales Charge, Mortality and Expense
Risk Charges, and Other Charges." In addition, Premium taxes may apply (see
"Other Charges").

3
<PAGE>

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

These expenses are the same whether you invest in a Separate Account C or
Separate Account D Contract.

FEE WAIVERS
TOTAL FUND AND/OR
MANAGEMENT OTHER OPERATING EXPENSE NET
FEES(1) EXPENSES(2) EXPENSES(3) ASSUMPTIONS EXPENSES(3)
------- ---------- ----------- (1),(2) -----------
-------
<S> <C> <C> <C> <C> <C>

Blue Chip Fund 0.75% 0.07% 0.82% N/A N/A
Cash Management Fund 0.75 0.24 0.99 0.29% 0.70%
Discovery Fund 0.75 0.08 0.83 N/A N/A
Government Fund 0.75 0.12 0.87 0.15 0.72
Growth Fund 0.75 0.07 0.82 N/A N/A
High Yield Fund 0.75 0.08 0.83 N/A N/A
International Securities Fund 0.75 0.40 1.15 N/A N/A
Investment Grade Fund 0.75 0.10 0.85 0.15 0.70
Target Maturity 2007 Fund 0.75 0.09 0.84 0.15 0.69
Target Maturity 2010 Fund 0.75 0.09 0.84 0.15 0.69
Utilities Income Fund 0.75 0.13 0.88 0.15 0.73

</TABLE>

(1) For the fiscal year ended December 31, 1998, the Adviser waived Management
Fees in excess of 0.60% for Cash Management Fund, in excess of 0.60% for
Government Fund, in excess of 0.60% for Investment Grade Fund, in excess
of 0.60% for Target Maturity 2007 Fund, in excess of 0.60% for Target
Maturity 2010 Fund, and in excess of 0.60% for Utilities Income Fund. The
Adviser has contractually agreed with Life Series Fund to waive Management
Fees in excess of 0.60% for Cash Management Fund, in excess of 0.60% for
Government Fund, in excess of 0.60% for Investment Grade Fund, in excess
of 0.60% for Target Maturity 2007 Fund, in excess of 0.60% for Target
Maturity 2010 Fund, and in excess of 0.60% for Utilities Income Fund for a
period of twelve months commencing on May 1, 1999.

(2) For the fiscal year ended December 31, 1998, the Adviser assumed certain
Other Expenses in excess of 0.10% for Cash Management Fund, in excess of
0.10% for Government Fund, in excess of 0.10% for Investment Grade Fund,
in excess of 0.10% for Target Maturity 2007 Fund, and in excess of 0.10%
for Target Maturity 2010 Fund. The Adviser has contractually agreed with
Life Series Fund to assume Other Expenses in excess of 0.10% for Cash
Management Fund for a period of twelve months commencing on May 1, 1999.

(3) Each Fund, other than International Securities Fund, has an expense offset
arrangement that may reduce the Fund's custodian fee based on the amount
of cash maintained by the Fund with its custodian. Any such fee reductions
are not reflected under Total Fund Operating Expenses or Net Expenses.

4
<PAGE>

EXAMPLE (SEPARATE ACCOUNT C CONTRACT)

If you surrender your Contract (or if you annuitize) for the number of years
shown, you would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>

Blue Chip Subaccount......................... $87 $123 $162 $269
Cash Management Subaccount................... 86 120 156 257
Discovery Subaccount......................... 87 124 162 270
Government Subaccount........................ 86 120 157 259
Growth Subaccount............................ 87 123 162 269
High Yield Subaccount........................ 87 124 162 270
International Securities Subaccount.......... 90 133 177 301
Investment Grade Subaccount.................. 86 120 156 257
Target Maturity 2007 Subaccount.............. 86 120 155 256
Target Maturity 2010 Subaccount.............. 86 120 155 256
Utilities Income Subaccount.................. 86 121 157 260

</TABLE>

EXAMPLE (SEPARATE ACCOUNT D CONTRACT)

The expenses you incur in purchasing a Separate Account D Contract would depend
upon whether or not you surrender your contract. If you surrender your Contract
at the end of the period shown, you would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets:

1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>

Blue Chip Subaccount......................... $123 $209 $299 $555
Cash Management Subaccount................... 121 206 293 543
Discovery Subaccount......................... 123 210 299 556
Government Subaccount........................ 122 206 294 545
Growth Subaccount............................ 123 209 299 555
High Yield Subaccount........................ 123 210 299 556
International Securities Subaccount.......... 126 219 316 589
Investment Grade Subaccount.................. 121 206 293 543
Target Maturity 2007 Subaccount.............. 121 205 292 542
Target Maturity 2010 Subaccount.............. 121 205 292 542
Utilities Income Subaccount.................. 122 207 294 546

</TABLE>

If you do not 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:

1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>

Blue Chip Subaccount......................... $53 $159 $269 $555
Cash Management Subaccount................... 51 156 263 543
Discovery Subaccount......................... 53 160 269 556
Government Subaccount........................ 52 156 264 545
Growth Subaccount............................ 53 159 269 555
High Yield Subaccount........................ 53 160 269 556
International Securities Subaccount.......... 56 169 286 589
Investment Grade Subaccount.................. 51 156 263 543
Target Maturity 2007 Subaccount.............. 51 155 262 542
Target Maturity 2010 Subaccount.............. 51 155 262 542
Utilities Income Subaccount.................. 52 157 264 546

</TABLE>

YOU SHOULD NOT CONSIDER THE EXPENSES IN THE EXAMPLES AS A REPRESENTATION OF
PAST OR FUTURE EXPENSES. ACTUAL EXPENSES IN FUTURE YEARS MAY BE MORE OR LESS
THAN THOSE SHOWN.

5
<PAGE>

CONDENSED FINANCIAL INFORMATION

TABLE 1: SEPARATE ACCOUNT C

This table shows the accumulation unit values and the number of accumulation
units outstanding for each Subaccount of Separate Account C, at the dates shown.
The accumulation unit value for each Subaccount was initially set at $10.00 on
October 16, 1990, except as follows: Investment Subaccount and Government
Subaccount, January 7, 1992; Utilities Income Subaccount, November 16, 1993;
Target Maturity 2007 Subaccount, April 24, 1995; and Target Maturity 2010
Subaccount, April 29, 1996.

NUMBER OF
ACCUMULATION ACCUMULATION
SUBACCOUNT AT 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
December 31, 1998 34.96033275 4,012,212.4

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
December 31, 1998 13.18253046 364,729.9

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
December 31, 1998 35.97570267 1,911,584.8

Government Subaccount..................... December 31, 1992 10.87670909 437,095.3
December 31, 1993 11.44920392 674,512.1
December 31, 1994 10.85941183 672,797.1
December 31, 1995 12.43183229 705,348.4
December 31, 1996 12.74903390 643,378.3
December 31, 1997 13.70958126 588,697.3
December 31, 1998 14.59671768 601,159.8

6
<PAGE>
NUMBER OF
ACCUMULATION ACCUMULATION
SUBACCOUNT AT UNIT VALUE($) UNITS
- -------------------------------------------------------------------------------------------------------------------

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
December 31, 1998 38.74794069 3,085,019.4

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
December 31, 1998 25.45748200 1,016,074.5

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
December 31, 1998 22.96087882 2,307,046.6

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
December 31, 1998 15.99733761 1,071,756.2

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
December 31, 1998 14.73597183 1,547,831.2

Target Maturity 2010 Subaccount........... December 31, 1996 10.81913243 170,708.7
December 31, 1997 12.41073564 381,345.1
December 31, 1998 14.05135661 478,329.7

Utilities Income Subaccount............... December 31, 1993 9.92774964 45,091.7
December 31, 1994 9.11659215 473,447.1
December 31, 1995 11.75759954 1,129,455.9
December 31, 1996 12.75464824 1,689,626.3
December 31, 1997 15.79406311 1,878,396.6
December 31, 1998 17.60340941 2,219,597.9

</TABLE>

7
<PAGE>

TABLE 2: SEPARATE ACCOUNT D

This table shows the accumulation unit values and the number of accumulation
units outstanding for each Subaccount of Separate Account D, on the dates shown.
The accumulation unit value for each Subaccount was initially set at $10.00 on
July 28, 1997.

Blue Chip Subaccount........................... December 31, 1997 10.18519950 426,185.6
December 31, 1998 11.91730629 1,531,169.8

Cash Management Subaccount..................... December 31, 1997 10.15474840 28,344.4
December 31, 1998 10.51737952 82,526.4

Discovery Subaccount........................... December 31, 1997 10.23140687 205,814.9
December 31, 1998 10.39655938 701,595.6

Government Subaccount.......................... December 31, 1997 10.28895863 13,321.1
December 31, 1998 10.91102057 103,476.8

Growth Subaccount.............................. December 31, 1997 10.33626489 346,768.7
December 31, 1998 12.98031991 1,316,750.1

High Yield Subaccount.......................... December 31, 1997 10.42338850 60,209.4
December 31, 1998 10.60191952 325,195.4

International Securities Subaccount............ December 31, 1997 9.30734342 196,448.9
December 31, 1998 10.84633615 536,298.4

Investment Grade Subaccount.................... December 31, 1997 10.33902780 22,448.4
December 31, 1998 11.12810542 156,868.9

Target Maturity 2007 Subaccount................ December 31, 1997 10.62155299 62,839.0
December 31, 1998 12.04205143 302,580.8

Target Maturity 2010 Subaccount................ December 31, 1997 10.79920122 43,680.6
December 31, 1998 12.17798882 188,719.4

Utilities Income Subaccount.................... December 31, 1997 11.67391319 33,306.9
December 31, 1998 12.95932846 449,163.0

</TABLE>

8
<PAGE>

OVERVIEW

This overview highlights some basic information about the two Variable
Annuity Contracts offered by First Investors Life Insurance Company ("First
Investors Life", "We", "Us", or "Our") in this Prospectus. They invest in the
same underlying investment portfolios but have different sales charge and
expense structures and different death benefit features. Separate Account C
Contracts are contracts that are sold with a front-end sales charge. They invest
in Separate Account C. Separate Account D Contracts are contracts which are sold
with a contingent deferred sales charge. They invest in Separate Account D. We
will not accept a purchase of a Separate Account D Contract with the proceeds
from a surrender of a Separate Account C Contract. You will find more
information about the Contracts beginning on page 11 of this Prospectus.

HOW THE CONTRACTS WORK

Like all variable annuity contracts, the Contracts have two phases: an
accumulation period and an annuity income period. During the accumulation
period, earnings on your investment accumulate on a tax-deferred basis. The
annuity income period begins when you start to receive annuity income payments.
You can select one of several annuity income payment options. The amount of your
annuity payments will vary with the performance of the investment options you
have selected as well as the type of annuity option you choose.

During the accumulation period, you invest in investment options or
Subaccounts which, like mutual funds, have different investment objectives. You
can gain or lose money if you invest in these Subaccounts. The amount of money
you accumulate in your contract depends on the performance of the Subaccounts in
which you invest. The Contracts currently offer 11 Subaccounts. Each Subaccount
invests at net asset value in shares of a corresponding "Fund" of First
Investors Life Series Fund ("Life Series Fund"), as shown in the following
table.

SUBACCOUNTS FUND
----------- ----

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

Each Contract provides a guaranteed death benefit that is payable to a
designated beneficiary when the Annuitant dies. The Separate Account C Contract
guarantees that the beneficiary will receive the greater of (i) the total
purchase payments less any withdrawals or (ii) the Accumulated Value of the
Contract on the date of receipt of written notification of death at our Home
Office or other designated office. The Separate Account D guarantees that the
beneficiary will receive the greater of (i) the total purchase payments less any
withdrawals, (ii) the Accumulated Value of the Contract on the date of receipt
of Due Proof of Death at our Home Office or other designated office, or (iii)
the Accumulated Value on the immediately preceding Specified Contract
Anniversary date (these Anniversary dates occur every 7 years after you purchase
your Contract) plus any additional purchase payments and less any withdrawals.

9
<PAGE>

WHO WE ARE

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

First Investors Life, 95 Wall Street, New York, New York 10005 is a stock
life insurance company incorporated in New York in 1962. We write 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. 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 First Investors Management Company, Inc. and First Investors
Life.

Separate Accounts C & D
-----------------------

First Investors Life Variable Annuity Fund C is also called the "Tax Tamer"
("Separate Account C"). It was established on December 21, 1989 under New York
Insurance Law. First Investors Life Variable Annuity Fund D is also called the
"Tax Tamer II" ("Separate Account D"). It was established on April 8, 1997 under
New York Insurance Law.

Separate Account C and Separate Account D (each an "Account") are
registered unit investment trusts with the Securities and Exchange Commission
("SEC"). Such registration does not involve SEC supervision of the management or
investment practices or policies of either Account.

We segregate the assets of each Account from our other assets. We cannot
charge liabilities arising out of our other businesses against that portion of
each Account's assets that is approximately equal to the amount that is
necessary to support the Contracts. We credit to, or charge against, the
Subaccounts of each Account realized and unrealized income, gains and losses
without regard to our other income, gains and losses. The obligations under the
Contracts are our obligations.

Each Subaccount invests its assets in a corresponding Fund of the Life
Series Fund at net asset value. Each Subaccount reinvests all distributions
received from a Fund in additional shares of that Fund at net asset value. So,
none of the Subaccounts make cash distributions to Contractowners. Each
Subaccount may make deductions for charges and expenses by redeeming the number
of equivalent Fund shares at net asset value. We value shares of the Funds that
we hold in the Subaccounts at their net asset values.

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

First Investors Life Series Fund is a diversified open-end management
investment company (commonly known as a "mutual fund") registered with the SEC
under the 1940 Act. Registration of the Life Series Fund does not involve
supervision by the SEC of the management or investment practices or policies of
the Life Series Fund. The Life Series Fund offers its shares only through the
purchase of our variable annuity contracts or variable life insurance policies.
It does not offer its shares directly to the general public. The Life Series
Fund reserves the right to offer its shares to other separate accounts of ours
or directly to us.

First Investors Management Company, Inc. (the "Adviser") is the investment
adviser of each Fund. The Adviser is a New York Corporation located at 95 Wall
Street, New York, New York 10005. The Adviser and Life Series Fund have retained
Wellington Management Company, 75 State Street, Boston, Massachusetts 02109
("WMC" or "Subadviser"), to serve as the subadviser of the International
Securities Fund and Growth Fund. See the Life Series Fund Prospectus for more
information about the Adviser and Subadviser as well as the fees that each Fund
paid for the fiscal year ended December 31, 1998.

The Life Series Fund sells its shares to more than one separate account
funding variable annuity contracts or variable life insurance policies.
Consequently, 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 or Separate Account D to lose their
tax-deferred status, unless remedial action were taken.

10
<PAGE>

WHO SHOULD CONSIDER PURCHASING A CONTRACT

The Contract allows you to accumulate money on a tax-deferred basis for
retirement or other long-term goals and thereafter to annuitize the accumulated
value of your Contract if you wish. Generally, the higher your tax bracket, the
more you will benefit from the tax-deferred feature of the Contract. You should
not purchase a Contract if you are looking for a short-term investment or if you
cannot take the risk of receiving less money than you paid for the Contract. You
may want to consult a tax advisor or other professional before you purchase a
Contract.

RISK AND REWARD CONSIDERATIONS

The Contracts offer you the opportunity to benefit on a tax-deferred basis
from the performance of the underlying investment options that you choose.
However, there are several important factors that you should consider before
making a decision to purchase a Contract:

1. You bear all of the investment risk of the underlying investment options
you choose. You should therefore carefully review the prospectus for the
underlying Life Series Fund before choosing your underlying investments. It
explains the Funds' investment objectives, primary investment strategies, and
primary risks.

2. The Contracts are generally not appropriate choices for the investment
of money that you will need in the short term. You should therefore only invest
money that you will not need in the short term.

3. Generally, it is not advisable to switch from one variable insurance
contract to another because each contract will have a sales charge. For this
reason, we do not allow switches from Separate Account C to Separate Account D.

4. If you are considering purchasing a Contract inside of an individual
retirement account or qualified retirement plan, you should know that the same
tax benefits are available whether you invest in mutual funds or variable
annuities and that variable annuities generally have higher cost structures than
those of mutual funds. The variable annuity's death benefit should be an
important factor if you select a variable annuity.

5. Like other financial services organizations, First Investors Life and
its affiliates could experience problems in processing policy-related requests
and rendering other services if the computers or other systems on which they
rely are not properly programmed to operate after January 1, 2000. (See "OTHER
INFORMATION--Year 2000" for more information.)

THE CONTRACTS IN DETAIL

The Contracts are variable annuity contracts which provide you with the
opportunity to accumulate capital on a tax deferred basis by investing in
underlying subaccounts and thereafter annuitizing your accumulated cash value if
you wish. We offer the Contracts in states where we have the authority to issue
the Contracts. We designed the Contracts to offer lifetime annuity payments to
Annuitants according to several annuity options. The amount of annuity payments
will vary with the investment performance of the Subaccounts as well as the type
of annuity you select. The Contracts obligate us to make payments for the
lifetime of the Annuitant in accordance with the annuity rates in the Contract,
regardless of actual mortality experience (see "Annuity Period"). On the death
of the Annuitant before the Annuity Commencement Date, we pay a death benefit to
the Beneficiary whom you designate. For a discussion of the amount and manner of
payment of this benefit, see "Death of Annuitant During the Accumulation
Period."

You may surrender all or a portion of the Accumulated Value during the
Accumulation Period. For a discussion on withdrawals during the Accumulation
Period, see "Full and Partial Surrenders During the Accumulation Period." For
Federal income tax consequences of a withdrawal, see "Tax Information." The
exercise of any Contract right, including the right to make a withdrawal during
the Accumulation Period, is 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.

11
<PAGE>

We reserve 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
us at our Home Office, 95 Wall Street, New York, New York 10005.

PURCHASE PAYMENTS

Your initial purchase payment must be at least (a) $2,000 for a Contract
under Separate Account C and (b) $25,000 for a Contract under Subaccount D. You
may make an Additional Payment under a Contract of at least $200 at any time
after Contract issuance under Separate Account C or Separate Account D. We will
not accept a purchase of a Separate Account D Contract with the proceeds from a
surrender of a Separate Account C Contract.

We credit an initial purchase payment (less any charges) to a
Contractowner's Account on the Valuation Date that we receive it, provided that
we have received a properly completed application. We credit an Additional
Payment to a Contractowner's Account on the Valuation Date that we receive it.
If we receive an incomplete application from you, you must provide us with all
required information not later than five business days following the receipt of
such application. Otherwise, we will return the purchase payment to you at the
end of the five-day period.

Your purchase payments buy Accumulation Units of the Subaccounts and not
shares of the Funds in which the Subaccounts invest. We allocate purchase
payments to the appropriate Subaccount or Subaccounts based on the next computed
value of an Accumulation Unit following receipt at our Home Office or other
designated office. For Separate Account C, we make these allocations after
deductions for sales expenses (SEE "Separate Account C-Sales Charge Deducted
from Purchase Payments"). We value Accumulation Units 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).

ALLOCATION OF NET PURCHASE PAYMENTS TO SUBACCOUNT(S)

When you purchase a Contract, you allocate (a) your net purchase payment
and (b) any additional purchase payments (less any charges) to at least one
Subaccount of an Account.

You may:

. choose up to five Subaccounts,

. allocate no less than 10% of a purchase payment (less any charges) to
any Subaccount (we reserve the right to adjust your allocation to
eliminate fractional percentages), and

. transfer part or all of your cash value in a Subaccount to one or
more other Subaccounts (subject to the two limitations immediately
above) twice during a Contract year in Separate Account C (six times
in certain states) and 12 times during a Contract year in Separate
Account D.

Each Subaccount invests its assets 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 Funds of the Life Series Fund have different investment objectives,
investment strategies, and investment risks. The Funds also have different
expenses. The Life Series Fund's Prospectus describes each Fund in detail. There
is no assurance that any Fund will realize its investment objective. The cash
value of your Contract may increase or decrease depending on the investment
performance of the Subaccounts that you choose.

SALES CHARGE

We impose a sales charge for both Separate Account C and Separate Account
D. For Separate Account C, the sales charge is an initial sales charge that we
deduct from your purchase payments. For Separate Account D, the sales charge is

12
<PAGE>

a contingent deferred sales charge ("CDSC") that may be deducted from the
proceeds that we pay you on a full or partial surrender.

SEPARATE ACCOUNT C - SALES CHARGE DEDUCTED FROM PURCHASE PAYMENTS. We
intend the sales charge to cover expenses relating to the sale of the Contracts,
including commissions paid to persons distributing the Contracts. Discounts are
available on larger purchases. Moreover, when you make Additional Payments after
the issuance of the Contract you are entitled to a credit for all prior payments
in computing the sales charge percentage. In other words, you pay the sales
charge percentage that reflects (a) the total amount of all purchase payments
previously made plus (b) the amount of the Additional Payment being made.

DEDUCTION TABLE

SALES CHARGE AS % OF AMOUNT TO
PURCHASE NET AMOUNT DEALERS AS % OF
AMOUNT OF PURCHASE PAYMENT(S) PAYMENTS* INVESTED PURCHASE PAYMENTS

Less than $25,000...................... 7.00% 7.53% 5.75%
$25,000 but under $50,000.............. 6.25 6.67 5.17
$50,000 but under $100,000............. 4.75 4.99 3.93
$100,000 but under $250,000............ 3.50 3.63 2.90
$250,000 but under $500,000............ 2.50 2.56 2.19
$500,000 but under $1,000,000.......... 2.00 2.04 1.67
$1,000,000 or over..................... 1.50 1.52 1.24

* Assumes that we have deducted no Premium taxes.

We do not impose a sales charge for Contracts sold to (a) officers and
full-time employees of First Investors Life or its affiliates who have been
employed for at least one year, (b) our agents who have been under contract for
at least one year, or (c) Contractowners of First Investors Life Variable
Annuity Fund A ("Separate Account A") who exchange their Separate Account A
Contracts for Separate Account C Contracts at the next computed values of their
Accumulation Units. We require Contractowners who exchange from Separate Account
A to Separate Account C to execute a change of contract form. This form states
that we deduct a daily charge equal to an annual rate of 1.00% of the daily
Accumulation Unit value of any Subaccount as a charge for mortality and expense
risks. We may modify or terminate this exchange privilege at any time.

SEPARATE ACCOUNT D - SALES CHARGE DEDUCTED FROM SURRENDER PROCEEDS. For
Separate Account D, we sell the Contracts without an initial sales charge.
However, we deduct a contingent deferred sales charge ("CDSC") from the proceeds
that we pay you on a full or partial surrender. The CDSC is a percentage of the
amount that you surrender (not to exceed the aggregate amount of your purchase
payments). The CDSC percentage declines, in accordance with the Table below,
from 7% to 0% over a seven-year period from the date purchase payments are
received to the date of their surrender. If you have made purchase payments at
different times, the CDSC on any one purchase payment will depend upon the
length of time from our receipt of the payment to the time of its surrender.

CONTINGENT DEFERRED SALES CHARGE TABLE

----------------------------------------------------------------------------------------------------------
Contingent Deferred Sales Charge
as a Percentage of Purchase Payments Length of Time from Purchase Payment in Years
Surrendered
<S> <C>

7% Less than 1
6% 1-2
5% 2-3
4% 3-4
3% 4-5
2% 5-6
1% 6-7
0% More than 7
----------------------------------------------------------------------------------------------------------
</TABLE>

13
<PAGE>

You will not be charged a CDSC on partial surrenders during any Contract
Year up to the annual Withdrawal Privilege Amount of 10% of Purchase Payments.
You will be subject to a CDSC on any excess over this Amount at the applicable
CDSC percentage in the Table. And, of course, this Withdrawal Privilege does not
apply to full surrenders. In calculating such a CDSC, we will assume that amount
on which you are paying the CDSC is coming first from surrenders of purchase
payments (i.e., your cost basis in your contract) and thereafter from any
Accumulated Value other than purchase payments (i.e., your gain). If you have
made purchase payments at different times, your purchase payments will be
treated as being surrendered in the order that we have received them (i.e.,
first-in, first-out).

We will also not assess a CDSC:

. in the event of the death of the Annuitant or the Contractowner,

. if you apply the Accumulated Value to an annuity option under the
contract, or

. for surrenders used to pay Premium taxes.

For information concerning the Annuity Options and the Withdrawal
Privilege, see "Annuity Options" and "Full and Partial Surrenders During the
Accumulation Period."

MORTALITY AND EXPENSE RISK CHARGES

We impose mortality and expense risk charges for both Separate Account C
and Separate Account D. The charges are different for each of these Separate
Accounts reflecting the difference in the death benefits offered by the two
Contracts.

The mortality risk that we assume arises from our obligation to continue to
make Fixed or Variable Annuity payments, determined in accordance with the
provisions of the Contracts, to each Annuitant regardless of (a) how long that
person lives and (b) 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. Moreover, these factors
may reduce the risk that the Annuitant will outlive the funds that the Annuitant
has accumulated for retirement. We also assume mortality risk as a result of our
guarantee of a minimum payment in the event of the death prior to the Annuity
Commencement Date of the Annuitant under Separate Account C and the Annuitant or
the Contractowner named in the original application for the Contract under
Separate Account D.

In addition, we assume the risk that the charges for administrative
expenses may not be adequate to cover such expenses. We will not increase the
amount we charge for administrative expenses. In consideration for our
assumption of these mortality and expense risks, we deduct an amount equal on an
annual basis to the following percentage of the daily Accumulation Unit value of
the Subaccounts:

. For Separate Account C, 1.00%, of which approximately 0.60% is for
assuming the mortality risk and 0.40% is for assuming the expense
risk.

. For Separate Account D, 1.25%, of which approximately 0.85% is for
assuming the mortality risk and 0.40% is for assuming the expense
risk.

We guarantee that we will not increase the mortality and expense risk
charges during the term of any Contract. If the charges are insufficient to
cover the actual cost of the mortality and expense risks, the loss will fall on
us. Conversely, if the deductions prove more than sufficient, the excess will be
a profit to us. We can use any profits resulting to us from over-estimates of
the actual costs of the mortality and expense risks for any business purpose,
including the payment of expenses of distributing the Contracts. These profits
will not remain in Separate Account C or Separate Account D.

14
<PAGE>

Other Charges

Administrative Charge
---------------------

For Separate Account C, we may deduct an administrative charge of $7.50
annually from the Accumulated Value of Contracts that have an Accumulated Value
of less than $1,500 because of partial surrenders. These charges are to
compensate us for expenses involved in administering small accounts. If the
actual expenses exceed charges, we will bear the loss. For Separate Account D,
we deduct an amount equal annually to 0.15% of the daily net asset value of the
Subaccounts for the expense of administering the Contract. We guarantee that we
will not increase the administrative charges during the term of any Contract.

Contract Maintenance Charge
---------------------------

For Separate Account D, we deduct a $30.00 Contract Maintenance Charge from
the Accumulated Value, on (a) the last business day of each Contract Year or (b)
the date of surrender of the Contract, if earlier. This charge will not exceed
2% of the Accumulated Value. We make the charge against the Accumulated Value by
proportionately reducing the number of Accumulation Units held in each of your
Subaccounts of Separate Account D. We guarantee that we will not increase this
charge during the term of any Contract.

Premium Tax Charge
------------------

Some states assess Premium taxes at the time you:

. make purchase payments,

. surrender, or

. begin receiving annuity payments.

We currently advance any Premium taxes due at the time you make purchase
payments and then deduct Premium taxes from the Accumulated Value of the
Contract at the time of surrender, on death of the Annuitant or when annuity
payments begin. However, we reserve the right to deduct Premium taxes when
incurred. See "Appendix I" for Premium tax table.

Expenses
--------

Total Separate Account expenses for the fiscal year ended December 31, 1998
amounted to $4,598,846 or 1.00% of average net assets for Separate Account C and
$555,026 or 1.42% of average net assets for Separate Account D. The Funds have
expenses that they pay out of their assets.

THE ACCUMULATION PERIOD

Crediting Accumulation Units
----------------------------

During the Accumulation Period, we credit purchase payments on the
Contracts to the Contractowner's Individual Account in the form of Accumulation
Units. We determine the number of Accumulation Units that we credit to a
Contractowner for the Subaccounts by dividing (a) the purchase payment (less any
charges) by (b) the value of an Accumulation Unit for the Subaccount. We make
this valuation after we receive the purchase payment at our Home 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 your Individual Account will equal
or exceed purchase payments. We determine your Individual Account for a
Valuation Period by multiplying (a) the total number of Accumulation Units we
credit to the Subaccount by (b) the value of an Accumulation Unit for the
Subaccount for the Valuation Period.

15
<PAGE>

Death of Annuitant During the Accumulation Period
-------------------------------------------------

If the Annuitant dies prior to the Annuity Commencement Date, we pay a
Death Benefit to the Beneficiary you have designated. We make this payment when
we receive (a) a death certificate or similar proof of the death of the
Annuitant ("Due Proof of Death") and (b) a First Investors Life Claimant's
Statement that includes notification of the Beneficiary's election to receive
payment in either a single sum settlement or an Annuity Option. We determine the
value of the Death Benefit as of the next computed value of the Accumulation
Units following our receipt at our Home Office or other designated office of
written notification of death, in the case of Separate Account C, or Due Proof
of Death in the case of Separate Account D.

If you do not elect payment of the Death Benefit under one of the Annuity
Options before the Annuitant's death, the Beneficiary may elect to have the
Death Benefit (a) paid in a single sum or (b) applied to provide an annuity
under one of the Annuity Options or (c) as we otherwise permit. If the
Beneficiary elects a single sum settlement, we pay the amount of the Death
Benefit within seven days of receipt of Due Proof of Death and a Claimant's
Statement.

If the Beneficiary wants an Annuity Option, the Beneficiary has up to 60
days commencing with the date of our receipt of Due Proof of Death to select an
Annuity Option. If the Beneficiary does not make a selection by the end of the
60-day period, we pay a single sum settlement to the Beneficiary. If the
Beneficiary selects any Annuity Option, the Annuity Commencement Date is the
date specified in the election. That date may be no later than 60 days after
receipt by us of Due Proof of Death.

The amount of the Death Benefit payable on the death of the Annuitant is as
follows:

. For Separate Account C, the greater of (a) the total purchase
payments less withdrawals or (b) the Accumulated Value on the date of
receipt of written notification of death at our Home Office, or other
designated office.

. For Separate Account D, the greatest of (a) the total purchase
payments less any withdrawals; (b) the Accumulated Value on the date
of receipt of Due Proof of Death at our Home Office or other
designated office; or (c) the Accumulated Value on the immediately
preceding Specified Contract Anniversary, increased by any additional
purchase payments and decreased by any partial surrenders since that
anniversary. The Specified Contract Anniversary is every seventh
contract anniversary (i.e., 7th, 14th, 21st, etc.).

The following example demonstrates how the amount of Death Benefit payable
would be determined for a Separate Account D Contract assuming (1) the Purchase
Payment is $50,000; (2) no additional Purchase Payments or Partial Surrenders
have been made; (3) the Annuitant's death occurs in Policy year 9 when the
Accumulated Value is $70,000; and (4) the Accumulated Value on the 7th Contract
Anniversary (the immediately preceding Specified Contract Anniversary) is
$80,000.

The amount of Death Benefit payable would therefore be $80,000, which is
the greater of (a) (b) or (c) as shown below.

(a) (b) (c)

Total Purchase Payments Accumulated Value of Accumulated Value on
less any withdrawals Contract on the date of 7th Contract
receipt Anniversary
of Due Proof of Death

$50,000 $70,000 $80,000

Death of Contractowner During the Accumulation Period
-----------------------------------------------------

If the Contractowner dies before we have distributed the entire interest in
the Contract, we must distribute the value of the Contract to the Beneficiary as
provided below. Otherwise, the Contract will not qualify as an annuity under

16
<PAGE>

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code"). Under
Separate Account C, the entire interest of the Contractowner who dies is the
Accumulated Value of the Contract. Under Separate Account D, if the
Contractowner who dies is the one named in the original application for the
Contract, the entire interest of that Contractowner in the Contract is the same
as if the Contractowner had been the Annuitant; if the Contractowner who dies is
not the one named in the original application for the Contract, the entire
interest of that Contractowner is the Accumulated Value of the Contract.

If the death of the Contractowner occurs prior to the Annuity Commencement
Date, we will distribute the entire interest in the Contract to the Beneficiary
(a) within five years, or (b) beginning within one year of death, under an
Annuity Option that provides that we will make annuity payments 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, we
need not make any distribution. The surviving spouse may continue the Contract
as the new Contractowner. If the Contractowner is also the Annuitant, the spouse
has 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 has the right to become the Contractowner and the Annuitant.

Full and Partial Surrenders During the Accumulation Period
----------------------------------------------------------

You may by written request make a full or partial surrender of your
Contract, at any time before the earlier of the Annuity Commencement Date or the
death of the Annuitant or Contractowner. You will be entitled to receive:

. For Separate Account C, the net Accumulated Value of the Contract or,
in the case of a partial surrender, the portion surrendered.

. For Separate Account D, the Accumulated Value of the Contract or, in
the case of a partial surrender, the portion surrendered less (a) any
applicable CDSC, (b) the Contract Maintenance Charge and (c) any
applicable Premium taxes not previously deducted.

A surrender request is effective on the date it is received in writing at
our Home Office or other designated office. Your Accumulated Value will be
determined based on the next computed value of Accumulation Units following our
receipt of your written request. We may defer payment of the amount of the
surrender for a period of not more than seven days. We may also postpone such
payment during any period when:

. trading on the NYSE is restricted as the SEC determines or the NYSE
is closed for other than weekends and holidays;

. the SEC has by order permitted such suspension; or

. any emergency, as defined by SEC rules, exists when the sale of
portfolio securities or calculation of securities is not reasonably
practicable.

In the case of a partial surrender, unless you direct us otherwise, the
amount you request will be deducted from your Subaccounts on a pro rata basis in
the proportions to which their values bear to the Accumulated Value of your
Contract. For Separate Account D, the amount remaining must be at least equal to
our minimum balance requirement (currently $5,000). For Separate Account C,
there is no minimum balance requirement. However, we may deduct an
administrative charge of $7.50 annually if the surrender causes the value of
your Contract to fall below $1,500. As noted previously, on a non-cumulative
basis, you may make partial surrenders of a Separate Account D Contract during
any Contract Year up to the annual Withdrawal Privilege Amount of 10% of
Purchase Payments without incurring a CDSC. Amounts surrendered under the
Withdrawal Privilege are treated as being from Accumulated Values other than
Purchase Payments.

For more information on fees, charges, and tax consequences on surrenders,
see "THE CONTRACTS IN DETAIL -- Sales Charge, Mortality and Expense Risk
Charges, and Other Charges"; "Tax Information"; and "Other Charges."

17
<PAGE>

Annuity Commencement Date Exchange Privilege (for Separate Account C only)
- --------------------------------------------------------------------------

If you fully surrender this Contract during the one-year period preceding
its Annuity Commencement Date, you can use the proceeds to purchase Class A
shares of First Investors mutual funds without incurring a sales charge.

THE ANNUITY PERIOD

Commencement Date
-----------------

Annuity payments begin on the Annuity Commencement Date you select when you
buy a Contract. You may elect in writing to advance or defer the Annuity
Commencement Date, not later than 30 days before the Annuity Commencement Date.
You may defer the Annuity Commencement Date until the first day of the calendar
month after -

. for Separate Account C, the Annuitant's 85th birthday or, if state
law permits, 90th birthday.

. for Separate Account D, the Annuitant's 90th birthday.

If you elect no other date, annuity payments will commence on the Contract
anniversary date after -

. for Separate Account C, the Annuitant's 85th birthday, or, if state
law permits, 90th birthday.

. for Separate Account D, the Annuitant's 90th birthday.

If the net Accumulated Value on the Annuity Commencement Date is less than
$2,000, we may pay such value in one sum in lieu of annuity payments. If the net
Accumulated Value is $2,000 or more, but the variable annuity payments are less
than $20, we may change the frequency of annuity payments to intervals that will
result in payments of at least $20.

Assumed Investment Rate
-----------------------

We build a 3.5% assumed investment rate into the Contract's Annuity Tables,
which are used to determine the amount of the monthly annuity payments. A higher
rate would mean a higher initial payment but more slowly rising and more rapidly
falling subsequent Variable Annuity payments. A lower rate would have the
opposite effect. If the actual net investment rate of the Subaccounts is at the
annual rate of 3.5%, the Variable Annuity payments will be level. A Fixed
Annuity features annuity payments that remain fixed as to dollar amount
throughout the payment period and an assumed interest rate of 3.5% per year
built into the Annuity Tables in the Contract.

Annuity Options
---------------

You may elect to receive payments under any one of the Annuity Options in
the Contract. You may make this election at any time at least 30 days before the
Annuity Commencement Date on written notice to us at our Home Office or other
designated office. If no election is in effect on the Annuity Commencement Date,
we will make annuity payments on a variable basis only under Annuity Option 3
below, Life Annuity with 120 Monthly Payments Guaranteed. This is the Basic
Annuity.

The material factors that determine the level of your annuity benefits are:

. the value of your Individual Account, as described in this
Prospectus, before the Annuity Commencement Date;

. the Annuity Option you select;

. the frequency and duration of annuity payments;

. the sex and adjusted age of the Annuitant and any Joint Annuitant at
the Annuity Commencement Date; and

18
<PAGE>

. in the case of a variable annuity, the investment performance of the
Subaccounts you select.

We apply the Accumulated Value on the Annuity Commencement Date, reduced by
any applicable Premium taxes not previously deducted, to provide (a) the Basic
Annuity or (b) if you have elected an Annuity Option, one of the Annuity Options
we describe below.

The Contracts provide for the six Annuity Options described below:

Option 1 - LIFE ANNUITY. An annuity payable monthly during the lifetime of
the Annuitant, ceasing with the last payment due before the death of the
Annuitant. If you elect this Option, 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 before the death of the survivor.

Option 2b - JOINT AND TWO-THIRDS 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 two-thirds of the joint annuity payment, ceasing with the last
payment due before 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 before
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, at his or her death, payments have been made for less than 60, 120 or
240 monthly periods, as elected, we will continue to pay to the Beneficiary any
guaranteed payments during the remainder of the selected period and, if the
Beneficiary dies after the Annuitant, we will pay the Beneficiary's estate the
present value of the remainder of the guaranteed payments. The present value of
the remaining payments is the discounted (or reduced) amount which would produce
the total of the remaining payments assuming that the discounted amount grew at
the effective annual interest rate assumed in the Annuity Tables of the
Contract. Pursuant to the 1940 Act, the Beneficiary may also, at any time he or
she is receiving guaranteed payments, elect to have us pay him or her the
present value of the remaining guaranteed payments in a lump sum.

Option 4 - UNIT REFUND LIFE ANNUITY. An annuity payable monthly during the
lifetime of the Annuitant, terminating with the last payment due before the
death of the Annuitant. We make an additional annuity payment to the Beneficiary
equal to the following. We take the Annuity Unit value of the Subaccount or
Subaccounts as of the date that we receive notice of death in writing at our
Home Office or other designated office. We multiply that value by the excess, if
any, of (a) over (b). For this purpose, (a) is (i) the net Accumulated Value we
allocate to each Subaccount and apply under the option at the Annuity
Commencement Date, divided by (ii) the corresponding Annuity Unit Value as of
the Annuity Commencement Date, and (b) is the product of (i) the number of
Annuity Units applicable under the Subaccount represented by each annuity
payment and (ii) the number of annuity payments made. (For an illustration of
this calculation, see Appendix II, Example A, in the Statement of Additional
Information.)

Annuity Election
----------------

You 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, we allow no transfers
or redemptions where we are making payments based upon life contingencies. You

19
<PAGE>

must make these elections in writing to us at our Home Office or other
designated office at least 30 days before the Annuity Commencement Date. In the
absence of an election, we make annuity payments on a variable basis only under
Annuity Option 3 above. Option 3 is the Basic Annuity, a Life Annuity with 120
Monthly Payments Guaranteed.

Death of Contractowner During Annuity Period
--------------------------------------------

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

Death of Annuitant
------------------

On receipt of Due Proof of Death of the Annuitant after annuity payments
have begun under an Annuity Option, we make any remaining payments under the
Option to the Beneficiary as provided by the Option.

Unless otherwise provided in the Beneficiary designation, if no Beneficiary
survives the Annuitant, the proceeds will be paid in one sum to the
Contractowner, if living; otherwise, to the Contractowner's estate.

TEN-DAY REVOCATION RIGHT

You may elect to cancel your Contract (a) within ten days from the date
your Contract is delivered to you or (b) longer as applicable state law
requires. We will cancel the Contract after we receive from you (a) the Contract
and (b) a written request for cancellation, at our Home Office or other
designated office. We will pay you an amount equal to the following:

. for Separate Account C, the sum of (a) the Accumulated Value of the
Contract on the date of surrender and (b) the amount of any sales
charges deducted from the initial purchase payment; and

. for Separate Account D, the sum of (a) the difference between the
purchase payments made under the Contract and the amount allocated to
Separate Account D under the Contract and (b) the Accumulated Value
of the Contract on the date of surrender.

Whether you are canceling a Separate Account C or D Contract, the amount we
refund to you may be more or less than your initial purchase payment depending
on the investment results of the Subaccount or Subaccounts to which you
allocated purchase payments. However, in states that require a full refund of
premiums, if you elect to exercise to cancel the Contract under the ten-day
revocation right, on cancellation, you receive a full refund of the Purchase
Payment.

TAX INFORMATION
GENERAL

We base this discussion on our understanding of the federal income tax law
and interpretations in effect on the date of this Prospectus. The discussion
assumes that the contractowner is a natural person who is a U.S. citizen and
U.S. resident. The tax effect on corporate taxpayers, non-U.S. citizens, and
non-U.S. residents may be different. That law and interpretations could change,
possibly retroactively. The discussion is general in nature. We do not intend it
as tax advice, for which you should consult a qualified tax adviser.

We discuss only federal income taxes and not state or other taxes.

Taxation of the Contracts will depend, in part, on whether the Contract is
purchased outside of a qualified retirement plan or an individual retirement
account ("Non-Qualified Contracts") or as part of an individual retirement
account or qualified plan ("Qualified Contracts").

20
<PAGE>

NON-QUALIFIED CONTRACTS

Purchase Payments
-----------------

Your purchase payments under a Non-Qualified Contract are not deductible
from your gross income for tax purposes.

Increases in Accumulated Value Before Distribution from Contract
----------------------------------------------------------------

Generally, there is no tax on increases in your Contract's Accumulated
Value until there is a distribution from a Non-Qualified Contract. A
distribution could include a surrender or an annuity payment. However, the
Contractowner is subject to tax on such increases, even before a distribution,
in the following two situations:

. The Contractowner is not a natural person, subject to exceptions.

. The investments of the Separate Accounts do not meet certain
diversification or "investor controls" tests, discussed below.

Annuity Payments
----------------

Once annuity payments begin, a portion of each payment is taxable as
ordinary income. The remaining portion is a nontaxable recovery of your
investment in the contract. Generally, your investment in the Contract equals
the purchase payments you made, less any amounts you previously withdrew that
were not taxable.

For fixed annuity payments, the tax-free portion of each payment is
determined by:

. dividing your investment in the Contract by the total amount you
expect to receive out of the Contract and

. multiplying the result by the amount of the payment.

For Variable Annuity payments, the tax-free portion of each payment is (a)
your investment in the Contract divided by (b) the number of expected payments.

The remaining portion of each payment, and all of the payments you receive
after you recover your investment in the Contract, are fully taxable. If
payments under a life annuity stop because the Annuitant dies, there is an
income tax deduction for any unrecovered investment in the contract.

Distributions Other than Annuity Payments
-----------------------------------------

Before annuity payments begin, the Code taxes distributions from
Non-Qualified Contracts as follows:

. a total or partial surrender is taxed in the year of receipt to the
extent that the Contract's Accumulated Value exceeds the investment
in the Contract;

. a loan under, or an assignment or pledge of, a Contract is taxed in
the same manner as a partial or total surrender;

. a penalty equal to 10% of the taxable distribution applies to
distributions before the taxpayer's age 59-1/2, subject to certain
exceptions; and

. the Code treats all Contracts that we issue to you in the same
calendar year as a single Contract. Consequently, you should consult
your tax advisor before buying more than one Contract in any calendar
year.

21
<PAGE>

Diversification and Control Tests
---------------------------------

The Subaccounts of Separate Account C and Separate Account D must meet the
Code's investment diversification test. Each Subaccount meets the test if:

. the investments of the Fund in which the Subaccount invests are
diversified according to certain limits;

. the Fund in which the Subaccount invests is a regulated investment
company under the Code;

. all shares of the Fund are owned only by (a) Separate Account C,
Separate Account D, or similar accounts of First Investors Life or
other insurance companies, (b) a life insurance company general
account, or (c) the Adviser, in starting or managing the Fund (in the
case of (b) and (c) of this paragraph, there must be no intention to
sell shares to the general public); (d) the trustee of a qualified
pension or retirement plan; and

. access to the Fund is available only through the purchase of
Contracts, or other Variable Annuity or life insurance products of
First Investors Life or other insurance companies.

If Separate Account C or Separate Account D failed the diversification
test, you would be taxed on increases in the value of any Contract you own that
is supported by the Separate Account that failed the test. The tax would apply
from the first quarter of the failure, until we corrected the failure in
conformity with a Treasury Department procedure.

The Contracts must also meet an "investor control" test, which the Treasury
Department has said it may address in guidelines through regulations or rulings.
This test could specify that your control over allocation of values among
different investments may cause you to be treated as the owner of Separate
Account C or Separate Account D assets, as applicable, for tax purposes. We
reserve the right to amend the Contracts in any way necessary to avoid this
result. As of the date of this prospectus, the Treasury Department has issued no
guidelines on the subject. However, the Department has informally indicated that
guidelines could limit the number of underlying funds or the frequency of
transfers among those funds. The guidelines may apply only prospectively,
although retroactive effect is possible if the guidelines do not embody a new
position. Failure of the "control test" would result in current taxation to you
of increases in your Contract value.

QUALIFIED PLAN CONTRACTS

Taxation of a Contract depends, in part, on the provisions of the
applicable plan where the Contract is issued to:

. a qualified individual retirement account;

. a qualified corporate employee pension and profit-sharing plan; or

. a retirement or deferred compensation plan that does not meet the
requirements applicable to a qualified plan.

Some of tax rules applicable to such Contracts are similar to tax rules
applicable to Non-Qualified Contracts, including: (a) deferral of the taxation
until you receive a distribution, (b) taxation of a part of each distribution or
annuity payment, and (c) the 10% penalty on early distributions.

WITHHOLDING

The Code generally requires us to withhold income tax from any Contract
distribution, including a total or partial surrender or an annuity payment. The
amount of withholding depends, in part, on whether the payment is "periodic" or
"non-periodic."

For periodic payments (E.G., annuity payments), we withhold from the
taxable portion of each payment based on a payroll withholding schedule that
assumes a married recipient claiming three withholding exemptions. If you want
us to withhold on a different basis, you must file an appropriate withholding

22
<PAGE>

certificate with us. For non-periodic payments (E.G., distributions such as
partial surrenders), we generally withhold 10% of the taxable portion of each
payment.

You may elect not to have the withholding rules apply. For periodic
payments, that election is effective for the calendar year for which you file it
with us, and for each subsequent year until you amend or modify it. For
non-periodic payments, an election is effective when you file it with us, but
only for the payment to which it is applicable. We have to notify your
recipients of your right to elect not to have taxes withheld.

The Code generally requires us to report all payments to the Internal
Revenue Service.

OUR TAX STATUS

The Code taxes us as a life insurance company. The Code taxes Separate
Account C and Separate Account D as part of our overall operation. Currently, we
do not charge Separate Account C and Separate Account D for an allocable portion
of our federal income taxes. However, we do reserve the right to impose such a
charge if it becomes necessary in the future.

PERFORMANCE INFORMATION

From time to time, Separate Account C and Separate Account D may advertise
several types of performance information for the Subaccounts. Each Subaccount
(other than the Cash Management Subaccount) may advertise "average annual total
return" and "total return." The Cash Management Subaccount may advertise "yield"
and "effective yield." The High Yield Subaccount, Investment Grade Subaccount
and Government Subaccount may also advertise "yield." These figures are based on
historical results. They are not intended to indicate future performance. For
Separate Account C, the yield and effective yield figures include the payment of
the Mortality and Expense Risk Charge of 1.00%, but do not include the maximum
sales charge of 7.00%.

The "total return" of a Subaccount is the total change in value of an
investment in the Subaccount over a period of time, expressed as a percentage.
"Average annual total return" is the rate of return that would produce that
change in value over the specified period, if compounded annually. For Separate
Account C, average annual total return and total return figures include the
deduction of all expenses and fees, including the payment of the Mortality and
Expense Risk Charge of 1.00% and the maximum sales charge of 7.00%. We may also
advertise these figures without any sales charges, but assuming the payment of
all recurring Separate Account charges, including the Mortality and Expense Risk
Charge of 1.00% (non-standardized performance information).

For Separate Account D, average annual total return figures may reflect the
effect of the CDSC (pursuant to a standardized formula prescribed by the SEC),
or may not reflect the effect of the CDSC (non-standardized performance
information). For Separate Account D, we may also advertise total return figures
on the same basis as average annual total return figures (with or without
showing the effect of the CDSC). Quotations of return not reflecting the CDSC
will be greater than those reflecting the CDSC.

The "yield" of a Subaccount refers to the income that an investment in the
Subaccount generates over a one-month or 30-day period (seven-day period for the
Cash Management Account), excluding realized and unrealized capital gains and
losses in the corresponding Fund's investments. We then "annualize" this income
and show it as a percentage of the value of the Subaccount's Accumulation Units.
We calculate the "effective yield" of the Cash Management Subaccount similarly,
but, when we annualize it, we assume the reinvestment in that Subaccount of any
income earned by that Subaccount. The Cash Management Subaccount's effective
yield will be slightly higher than its yield due to the compounding effect of
this assumed reinvestment.

Neither the total return nor the yield figures reflect deductions for
Premium taxes, since most states do not impose those taxes.

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

23
<PAGE>

OTHER INFORMATION

VOTING RIGHTS

Because the Life Series Fund is not required to have annual shareholder
meetings, Contractowners generally will not have an occasion to vote on matters
that pertain to the Life Series Fund. In certain circumstances, the Fund may be
required to hold a shareholders meeting or may choose to hold one voluntarily.
For example, a Fund may not change fundamental investment objectives or
investment policies without the approval of a majority vote of that Fund's
shareholders in accordance with the 1940 Act. Thus, if the Fund sought to change
fundamental investment objectives or investment policies, contractowners would
have an opportunity to provide voting instructions for shares of a Fund held by
a Subaccount in which their Contract invests.

We would vote the shares of any Fund held in a corresponding Subaccount or
directly, at any Fund shareholders meeting as follows:

. shares attributable to Contractowners for which we received
instructions, would be voted in accordance with the instructions;

. shares attributable to Contractowners for which we did not receive
instructions, would be voted in the same proportion that we voted
shares held in the Subaccount for which we received instructions; and

. shares not attributable to Contractowners, would be voted in the same
proportion that we voted shares held in the Subaccount attributable
to Contractowners for which we received instructions.

We will vote Fund shares that we hold directly in the same proportion that
we vote shares held in any corresponding Subaccounts that are attributable to
Contractowners and for which we receive instructions. However, we will vote our
own shares as we deem appropriate where there are no shares held in any
Subaccount. We will present all the shares of any Fund that we held through a
Subaccount or directly at any Fund shareholders meeting for purposes of
determining a quorum.

We will determine the number of Fund shares held in a corresponding
Subaccount that is attributable to each Contractowner as follows:

. before the Annuity Commencement Date, we divide the Subaccount's
Accumulated Value by the net asset value of one Fund share, and

. after the Annuity Commencement Date, we divide the reserve held in
the Subaccount for the variable annuity payment under the Contracts
by the net asset value of one Fund share. As this reserve fluctuates,
the number of votes fluctuates.

We will determine the number of votes that a Contractowner has the right to
cast as of the record date that the Life Series Fund establishes.

We will solicit instructions by written communication before the date of
the meeting at which votes will be cast. We will send meeting and other
materials relating to the Fund to each Contractowner having a voting interest in
a Subaccount.

The voting rights that we describe in this Prospectus are created under
applicable laws. If the laws eliminate the necessity to submit such matters for
approval by persons having voting rights in separate accounts of insurance
companies or restrict such voting rights, we reserve the right to proceed in
accordance with any such changed laws or regulations. Specifically, we reserve
the right to vote shares of any Fund in our own right, to the extent the law
permits.

RESERVATION OF RIGHTS

We also reserve the right to make certain changes if we believe they would
(a) best serve the interests of the Contractowners and Annuitants or (b) be
appropriate in carrying out the purposes of the Contracts. We will make a change

24
<PAGE>

only as the law permits. We will (a) obtain, when required, the necessary
Contractowner or regulatory approval for any change and (b) provide, when
required, notification to Contractowners before making a change.

For example, we may:

. operate either Account in any form permitted under the 1940 Act or in
any other form permitted by law,

. add, delete, combine, or modify Subaccounts of either Account,

. 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, or

. amend the Contracts if required to comply with the Internal Revenue
Code or any other applicable federal or state law.

DISTRIBUTION OF CONTRACTS

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

FINANCIAL STATEMENTS

The Statement of Additional Information, dated April 30, 1999, includes:

. the financial statements for First Investors Life and the
accompanying Report of Independent Certified Public Accountants; and

. the financial statements for Separate Account C and for Separate
Account D and the accompanying Report of Independent Certified Public
Accountants for each.

You can get the Statement of Additional Information at no charge on request
to First Investors Life at the address or telephone number on the cover page of
this Prospectus.

YEAR 2000

On and after January 1, 2000, computer date-related errors could adversely
affect Separate Account C and Separate Account D, as they could other separate
accounts. These errors could occur in the computer and other information
processing systems used by First Investors Life, the underlying Funds, the
Adviser, the Subadviser, Transfer Agent and other service providers. Typically
these systems use a two-digit number to represent the year for any date.
Consequently, computer systems could incorrectly misidentify "00" as 1900,
rather than 2000, and make related mistakes when performing operations. First
Investors Life, the Funds, the Adviser, the Subadviser and Transfer Agent are
taking steps that they believe are reasonably designed to address the Year 2000
problem for computer and other systems used by them. They are obtaining
assurances from other service providers that the service providers are taking
comparable steps. However, there can be no assurance that these steps will avoid
any adverse impact on Separate Account C or Separate Account D, nor can either
Account estimate the extent of any impact.

25
<PAGE>

TABLE OF CONTENTS
OF THE STATEMENTS OF ADDITIONAL
INFORMATION

Item 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

APPENDIX I

STATE AND LOCAL TAXES*

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

Note: State legislation could change the rates above. State insurance
regulation could change the applicability of the rates above.

* Includes local annuity Premium taxation.

<PAGE>
[FIRST INVESTORS LOGO]

TAX TAMER I
AND
TAX TAMER II

This booklet contains two prospectuses. The first prospectus is for Individual
Variable Annuity Fund C (Separate Account C) and Fund D (Separate Account D)
Contracts, which we call Tax Tamer I and Tax Tamer II, respectively. The second
prospectus is for the Life Series Fund, which provides the underlying investment
options for the Individual Variable Annuity Contracts offered through Separate
Accounts C and D.

THE DATE OF THIS PROSPECTUS IS APRIL 30, 1999.

<PAGE>

CONTENTS*
VARIABLE ANNUITY FUND C AND FUND D PROSPECTUS

GLOSSARY OF SPECIAL TERMS.......................................2
FEE TABLES......................................................3
CONDENSED FINANCIAL INFORMATION.................................6
OVERVIEW........................................................9
How the Contracts Work.......................................9
Who We Are..................................................10
Who Should Consider Purchasing a Contract...................11
Risk and Reward Considerations..............................11
THE CONTRACTS IN DETAIL........................................11
Purchase Payments...........................................12
Allocation of Net Purchase Payments to Subaccount(s)........12
Sales Charge................................................12
Mortality and Expense Risk Charges..........................14
Other Charges...............................................14
The Accumulation Period.....................................15
The Annuity Period..........................................17
Ten-Day Revocation Right....................................20
TAX INFORMATION................................................20
General.....................................................20
Non-Qualified Contracts.....................................20
Qualified Plan Contracts....................................22
Withholding.................................................22
Our Tax Status..............................................22
PERFORMANCE INFORMATION........................................22
OTHER INFORMATION..............................................23
Voting Rights...............................................23
Reservation of Rights.......................................24
Distribution of Contracts...................................24
Financial Statements........................................25
Year 2000...................................................25
TABLE OF CONTENTS OF THE STATEMENTS OF ADDITIONAL INFORMATION..26
APPENDIX I.....................................................26

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

<PAGE>

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

<PAGE>

[FIRST INVESTORS LOGO]

SUPPLEMENT TO THE PROSPECTUS FOR
TAX TAMER I AND TAX TAMER II

This booklet contains two documents. The first document is a supplement to the
Tax Tamer I and Tax Tamer II prospectus. The second document is the prospectus
for First Investors Life Focused Equity Fund and First Investors Life Target
Maturity 2015 Fund, each of which is a series of First Investors Life Series
Fund.

This supplement is not valid unless accompanied or preceded by the current
prospectus for Tax Tamer I and Tax Tamer II, dated April 30, 1999, and should be
read together with the Tax Tamer I and Tax Tamer II prospectus and the attached
Life Series Fund prospectus for the other series of Life Series Fund. This
supplement and the prospectuses should be read and retained for further
reference.

The date of this supplement is November 8, 1999.

<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
(SEPARATE ACCOUNT C)
FIRST INVESTORS LIFE VARIABLE ANNUITY FUND D
(SEPARATE ACCOUNT D)
SUPPLEMENT DATED NOVEMBER 8, 1999 TO
PROSPECTUS DATED APRIL 30, 1999

1. All references in the prospectus to the "eleven" Subaccounts of Separate
Account C or Separate Account D should read "thirteen" Subaccounts.

2. The following should be added to the Fund Annual Expenses table appearing
on page 5:

<TABLE>
<CAPTION>
FEE WAIVERS
TOTAL FUND AND/OR
MANAGEMENT OTHER OPERATING EXPENSE NET
FEES(1) EXPENSES(2) EXPENSES(3) ASSUMPTIONS EXPENSES(3)
------- ----------- ----------- (1),(2) -----------
-----------
<S> <C> <C> <C> <C> <C>
Focused Equity Fund* 0.75% 0.08% 0.83% N/A N/A
Target Maturity 2015 Fund* 0.75% 0.09% 0.84% 0.15% 0.69%
</TABLE>

* Because the Fund had no operating history when this supplement to the
prospectus was printed, these annual expenses are estimated for the current
fiscal year.

3. The following should be added to footnote (1) to the Fund Annual Expenses
table on page 5:

The Adviser has contractually agreed with Life Series Fund to waive
Management Fees in excess of 0.60% for Target Maturity 2015 Fund for
the period covering commencement of operations to December 31, 1999.

<PAGE>

4. The following paragraph and table replaces the paragraph and table
appearing on page 6 labeled "Example (Separate Account C Contract)":

EXAMPLE (SEPARATE ACCOUNT C CONTRACT)+
If you surrender your Contract (or if you annuitize) for the number of years
shown, you would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------
Blue Chip Subaccount......................... $87 $123 $162 $269
Cash Management Subaccount................... 86 120 156 257
Discovery Subaccount......................... 87 124 162 270
Focused Equity Subaccount................... 87 124 N/A N/A
Government Subaccount........................ 86 120 157 259
Growth Subaccount............................ 87 123 162 269
High Yield Subaccount........................ 87 124 162 270
International Securities Subaccount.......... 90 133 177 301
Investment Grade Subaccount.................. 86 120 156 257
Target Maturity 2007 Subaccount.............. 86 120 155 256
Target Maturity 2010 Subaccount.............. 86 120 155 256
Target Maturity 2015 Subaccount.............. 86 120 N/A N/A
Utilities Income Subaccount.................. 86 121 157 260

+ In this Example, "N/A" indicates that SEC rules require that the Focused
Equity Subaccount and Target Maturity 2015 Subaccount complete the Example for
only the one and three year periods.

5. The following paragraph and table replaces the paragraph and table labeled
"Example (Separate Account D Contract)" at the top of page 7:

EXAMPLE (SEPARATE ACCOUNT D CONTRACT)+
The expenses you incur in purchasing a Separate Account D Contract would depend
upon whether or not you surrender your Contract. If you surrender your Contract
at the end of the period shown, you would pay the following expenses on a $1,000
investment, assuming a 5% annual return on assets:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Blue Chip Subaccount......................... $123 $209 $299 $555
Cash Management Subaccount................... 121 206 293 543
Discovery Subaccount......................... 123 210 299 556
Focused Equity Subaccount.................... 123 210 N/A N/A
Government Subaccount........................ 122 206 294 545
Growth Subaccount............................ 123 209 299 555
High Yield Subaccount........................ 123 210 299 556
International Securities Subaccount.......... 126 219 316 589
Investment Grade Subaccount.................. 121 206 293 543
Target Maturity 2007 Subaccount.............. 121 205 292 542
Target Maturity 2010 Subaccount.............. 121 205 292 542
Target Maturity 2015 Subaccount.............. 121 205 N/A N/A
Utilities Income Subaccount.................. 122 207 294 546

<PAGE>

+ In these Examples, "N/A" indicates that SEC rules require that the Focused
Equity Subaccount and Target Maturity 2015 Subaccount complete the Examples for
only the one and three year periods.

6. The following paragraph and table replaces the paragraph and table at the
bottom of page 7:

If you do not 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 a 5% annual return on assets:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
Blue Chip Subaccount......................... $53 $159 $269 $555
Cash Management Subaccount................... 51 156 263 543
Discovery Subaccount......................... 53 160 269 556
Focused Equity Subaccount.................... 53 160 N/A N/A
Government Subaccount........................ 52 156 264 545
Growth Subaccount............................ 53 159 269 555
High Yield Subaccount........................ 53 160 269 556
International Securities Subaccount.......... 56 169 286 589
Investment Grade Subaccount.................. 51 156 263 543
Target Maturity 2007 Subaccount.............. 51 155 262 542
Target Maturity 2010 Subaccount.............. 51 155 262 542
Target Maturity 2015 Subaccount.............. 51 155 N/A N/A
Utilities Income Subaccount.................. 52 157 264 546

7. The following Subaccounts and Funds should be added to the lists of
Subaccounts and Funds appearing at the bottom of page 12:

SUBACCOUNTS FUND
- ----------- ----
Focused Equity Subaccount Focused Equity Fund
Target Maturity 2015 Subaccount Target Maturity 2015 Fund

8. The following paragraphs should replace the first two paragraphs on page
14 under the section "Who We Are - The Life Series Fund":

First Investors Life Series Fund is an open-end management investment
company (commonly known as a "mutual fund") registered with the SEC
under the 1940 Act. Registration of the Life Series Fund does not
involve supervision by the SEC of the management or investment
practices or policies of the Life Series Fund. The Life Series Fund
offers its shares only through the purchase of our variable annuity
contracts or variable life insurance policies. It does not offer its
shares directly to the general public. The Life Series Fund reserves
the right to offer its shares to other separate accounts of ours or
directly to us.

First Investors Management Company, Inc. (the "Adviser") is the
investment adviser of each Fund. The Adviser is a New York Corporation

<PAGE>

located at 95 Wall Street, New York, New York 10005. The Adviser and
Life Series Fund have retained Wellington Management Company, 75 State
Street, Boston, Massachusetts 02109 ("WMC" or "Subadviser"), to serve
as the subadviser of the International Securities Fund and Growth Fund,
and Arnhold and S. Bleichroeder, Inc., 1345 Avenue of the Americas, New
York, New York 10105 ("ASB" or "Subadviser"), to serve as the
subadviser of the Focused Equity Fund. See the Life Series Fund
prospectus for more information about the Adviser and Subadvisers as
well as the fees that each Fund paid for the fiscal year ended December
31, 1998.

<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, 1999

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, 1999 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 (800) 342-7963.

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, Eight Penn Center
Plaza, Philadelphia, PA 19103, 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, 1996, 1997,
and 1998, FIC received fees of $4,512,351, $4,686,243, and $3,215,190,
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.

<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 Annuity

<PAGE>

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, 1998 for each Subaccount, other than
the Cash Management Subaccount, are set forth in the tables below:

<PAGE>

AVERAGE ANNUAL TOTAL RETURN(1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- -----------
Blue Chip Subaccount 9.28% 16.35% 15.39%
Discovery Subaccount (5.13)% 7.87% 15.79%
Government Subaccount (.97)% 3.47% 4.45%
Growth Subaccount 17.25% 17.08% 16.84%
High Yield Subaccount (5.09)% 6.36% 11.02%
International Securities Subaccount 8.82% 9.00% 9.63%
Investment Grade Subaccount .48% 4.69% 5.81%
Target Maturity 2007 Subaccount 5.85% N/A 9.58%
Target Maturity 2010 Subaccount 5.25% N/A 11.55%
Utilities Income Subaccount 3.61% 10.49% 10.07%

TOTAL RETURN(1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- -----------
Blue Chip Subaccount 9.28% 113.18% 223.99%
Discovery Subaccount (5.13)% 46.03% 233.39%
Government Subaccount (.97)% 18.58% 35.55%
Growth Subaccount 17.25% 120.02% 259.02%
High Yield Subaccount (5.09)% 36.13% 135.97%
International Securities Subaccount 8.82% 53.86% 112.75%
Investment Grade Subaccount .48% 25.77% 48.41%
Target Maturity 2007 Subaccount 5.85% N/A 40.10%
Target Maturity 2010 Subaccount 5.25% N/A 33.91%
Utilities Income Subaccount 3.61% 4.69% 63.55%

Nonstandardized average annual total return and total return may also
be advertised without any sales charges, but assuming the payment of all
recurring Separate Account charges, including the Mortality and Expense Risk
Charge of 1.00% (non-standardized performance information). 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, 1998 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, 1998. 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.

<PAGE>

NONSTANDARDIZED AVERAGE ANNUAL TOTAL RETURN(1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- -----------
Blue Chip Subaccount 17.48% 18.05% 16.41%
Discovery Subaccount 2.01% 9.45% 16.81%
Government Subaccount 6.51% 4.97% 5.54%
Growth Subaccount 26.07% 18.79% 17.88%
High Yield Subaccount 2.09% 7.92% 12.01%
International Securities Subaccount 16.99% 10.59% 10.60%
Investment Grade Subaccount 8.06% 6.22% 6.92%
Target Maturity 2007 Subaccount 13.81% N/A 11.75%
Target Maturity 2010 Subaccount 13.21% N/A 14.61%
Utilities Income Subaccount 11.44% 12.11% 11.63%

TOTAL RETURN(1)

Life of
One Year Five Years Subaccount(2)
-------- ---------- -----------
Blue Chip Subaccount 17.48% 129.23% 248.29%
Discovery Subaccount 2.01% 57.03% 258.43%
Government Subaccount 6.51% 27.46% 45.72%
Growth Subaccount 26.07% 136.54% 286.12%
High Yield Subaccount 2.09% 46.38% 153.76%
International Securities Subaccount 16.99% 65.40% 128.79%
Investment Grade Subaccount 8.06% 35.19% 59.55%
Target Maturity 2007 Subaccount 13.81% N/A 50.61%
Target Maturity 2010 Subaccount 13.21% N/A 43.95%
Utilities Income Subaccount 11.44% 77.11% 75.82%

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 Subaccount's total return, average annual total
return and yield during the period of the waiver or reimbursement.

- ---------------
(1) Some of the expenses for the underlying Funds were waived or reimbursed from
commencement of operations through December 31, 1998. Accordingly, return
figures for the Subaccounts are higher than they would have been had such
expenses not been waived or reimbursed.

<PAGE>

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 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, 1998.

Dividends per accumulation unit from net investment income
(seven calendar days ended December 31, 1998)
(Base Period)........................................... $.000876093
Annualized (365 day basis)*............................. $.045681991
Average value per accumulation unit for the
seven calendar days ended December 31, 1998............. $1.00
Annualized historical yield per accumulation unit for the
seven calendar days ended December 31, 1998............. 4.57%
Effective Yield**....................................... 4.67%
Weighted average life to maturity of the
portfolio on December 31, 1998 was 81 days

*This represents the average of annualized net investment income per
accumulation unit for the seven calendar days ended December 31, 1998.

**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

10
<PAGE>

APPENDIX I

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

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

Where:

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

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

Accumulation Unit Value = A x B
Where:

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

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

<PAGE>

APPENDIX II

EXAMPLE A
FORMULA AND ILLUSTRATION FOR DETERMINING
DEATH BENEFIT PAYABLE UNDER
ANNUITY OPTION 4-UNIT REFUND LIFE ANNUITY

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

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

Where:

A = The Net Accumulated Value applied on the Annuity Commencement
Date to purchase the Variable Annuity.
Assume..................................................... = $20,000.00

B = The Annuity Unit Value at the Annuity Commencement Date.
Assume..................................................... = $1.08353012

C = The number of Annuity Units represented by each payment made.
Assume..................................................... = 116.61488844

D = The total number of monthly Variable Annuity Payments made
prior to the Annuitant's death.
Assume..................................................... = 30

Then the number of Annuity Units Payable:

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

= 18,458.18554633 - 3,498.44665320

= 14,959.73889313

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

14, 959.73889313 x $1.12173107 = $16,780.80

12
<PAGE>

APPENDIX III

EXAMPLE A

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

Annuity Unit Value = A x B x C

Where:

A = Annuity Unit Value of the immediately preceding Valuation Period.
Assume.................................................... = $1.10071211

B = Net Investment Factor for the Valuation Period for which the Annuity
Unit is being calculated.
Assume.................................................... = 1.00083530

C = A factor to neutralize the assumed interest rate of 3 1/2%
built into the Annuity Tables used.
Daily factor equals....................................... = 0.99990575

Then, the Annuity Value is:

$1.10071211 x 1.00083530 x 0.99990575 = $1.10152771

EXAMPLE B

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

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

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

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

EXAMPLE D

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

Second Monthly Variable Annuity Payment = A x B

Where:

A = The Number of Annuity Units represented by each monthly
Variable Annuity Payment.
Assume.................................................... = 116.61488844

B = The Annuity Unit Value for the Valuation Date on or immediately
preceding the seventh day before the date on which the second
(or subsequent) Variable Annuity Payment is due.
Assume.................................................... = $1.11834234

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

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

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

<PAGE>

Financial Statements as of
December 31, 1998

<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, 1998 and 1997, and the related statements
of income, stockholder's equity and cash flows for each of the three years in
the period ended December 31, 1998. 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, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
February 17, 1999

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
BALANCE SHEET

ASSETS
December 31, 1998 December 31, 1997
----------------- -----------------
<S> <C> <C>
Investments (note 2):
Available-for-sale securities....................................... $131,031,939 $125,380,627
Held-to-maturity securities......................................... 5,491,598 5,529,687
Short term investments.............................................. 3,982,209 3,083,769
Policy loans........................................................ 24,961,708 21,527,810
-------------- ------------

Total investments................................................ 165,467,454 155,521,893

Cash ................................................................. 113,094 1,145,215
Premiums and other receivables, net of allowances of
$30,000 in 1998 and 1997............................................ 6,297,635 4,749,099
Accrued investment income............................................. 3,473,067 3,180,924
Deferred policy acquisition costs (note 6)............................ 20,873,233 18,446,716
Deferred Federal income taxes (note 7) ........................... 473,000 1,039,000
Furniture, fixtures and equipment, at cost, less accumulated
depreciation of $1,110,857 in 1998 and $1,036,604 in 1997........... 102,448 97,379
Other assets.......................................................... 82,822 120,044
Separate account assets............................................... 821,105,059 642,453,414
-------------- ------------

Total assets..................................................... $1,017,987,812 $826,753,684
============== ============

LIABILITIES AND STOCKHOLDER'S EQUITY

LIABILITIES:
Policyholder account balances (note 6)................................ $118,786,854 $115,281,318
Claims and other contract liabilities................................. 13,934,636 12,548,096
Accounts payable and accrued liabilities.............................. 3,796,503 4,426,355
Separate account liabilities.......................................... 821,105,059 642,453,314
--------------- ------------

Total liabilities................................................ 957,623,052 774,709,083
--------------- ------------

STOCKHOLDER'S EQUITY:
Common Stock, par value $4.75; authorized,
issued and outstanding 534,350 shares............................... 2,538,163 2,538,163
Additional paid in capital............................................ 6,496,180 6,496,180
Accumulated other comprehensive income (note 2)....................... 2,193,000 1,608,000
Retained earnings .................................................... 49,137,417 41,402,258
--------------- ------------

Total stockholder's equity....................................... 60,364,760 52,044,601
--------------- ------------

Total liabilities and stockholder's equity....................... $1,017,987,812 $826,753,684
=============== ============
</TABLE>
See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENT OF INCOME

Year Ended Year Ended Year Ended
December 31, 1998 December 31,1997 December 31,1996
----------------- ---------------- ----------------
<S> <C> <C> <C>
REVENUES
Policyholder fees................................... $25,393,372 $24,826,454 $22,955,165
Premiums.............................................. 6,091,731 6,279,137 6,725,329
Investment income (note 2).......................... 10,501,572 10,259,601 9,771,389
Realized gain (loss) on investments................. 914,891 158,874 (221,025)
Other income........................................ 893,181 702,644 704,678
----------- ------------ -----------

Total income..................................... 43,794,747 42,226,710 39,935,536
----------- ------------ -----------
BENEFITS AND EXPENSES
Benefits and increases in contract liabilities...... 13,803,921 14,370,510 12,912,810
Dividends to policyholders.......................... 1,749,579 1,033,663 964,913
Amortization of deferred acquisition costs (note 6). 1,005,483 663,200 1,454,408
Commissions and general expenses.................... 15,553,605 15,445,888 16,287,498
----------- ------------ -----------

Total benefits and expenses...................... 32,112,588 31,513,261 31,619,629
----------- ------------ -----------

Income before Federal income tax ..................... 11,682,159 10,713,449 8,315,907

Federal income tax (note 7):
Current............................................. 3,682,000 4,285,000 3,099,000
Deferred............................................ 265,000 (603,000) (286,000)
----------- ------------ -----------

3,947,000 3,682,000 2,813,000
----------- ------------ -----------

Net Income............................................ $ 7,735,159 $ 7,031,449 $ 5,502,907
=========== ============ ===========

Income per share, based on 534,350 shares outstanding
$14.48 $13.16 $10.30
=========== ============ ===========
</TABLE>
See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENT OF STOCKHOLDER'S EQUITY

Year Ended Year Ended Year Ended
December 31,1998 December 31,1997 December 31, 1996
---------------- ---------------- -----------------
<S> <C> <C> <C>
Balance at beginning of year............................. $52,044,601 $ 44,049,152 $ 39,780,245
------------ ------------ ------------
Net income............................................... 7,735,159 7,031,449 5,502,907
Other comprehensive income
Increase (decrease) in unrealized holding gains on
available-for-sale securities.......................... 585,000 964,000 (1,234,000)
------------ ------------- ------------
Comprehensive income..................................... 8,320,159 7,995,449 4,268,907
------------ ------------- ------------

Balance at end of year................................... $ 60,364,760 $ 52,044,601 $ 44,049,152
============ ============ ============
</TABLE>

STATEMENT OF CASH FLOWS

Year Ended Year Ended Year Ended
December 31, 1998 December 31, 1997 December 31,1996
----------------- ----------------- ----------------
<S> <C> <C> <C>
Increase (decrease) in cash:
Cash flows from operating activities:
Policyholder fees received.......................... $ 25,010,611 $ 24,587,113 $ 22,925,131
Premiums received................................... 5,433,211 6,088,582 6,413,009
Amounts received on policyholder accounts........... 132,528,386 125,818,334 105,489,481
Investment income received.......................... 10,630,564 10,263,095 9,964,169
Other receipts...................................... 91,864 57,287 55,779
Benefits and contract liabilities paid.............. (142,124,914) (138,420,373) (117,321,389)
Commissions and general expenses paid............... (24,138,476) (20,899,476) (20,857,687)
------------ ------------ -------------

Net cash provided by operating activities........... 7,431 246 7,494,562 6,668,493
------------ ------------ ------------

Cash flows from investing activities:
Proceeds from sale of investment securities......... 42,655,632 38,900,851 39,062,702
Purchase of investment securities................... (47,605,879) (44,021,791) (44,134,604)
Purchase of furniture, equipment and other assets... (79,322) (62,170) (34,485)
Net increase in policy loans........................ (3,433,898) (2,662,162) (1,848,956)
Investment in Separate Account ..................... 100 593,945 (200)
------------ ------------ ------------

Net cash used for investing activities.............. (8,463,367) (7,251,327) (6,955,543)
------------ ------------ ------------

Net increase (decrease) in cash..................... (1,032,121) 243,235 (287,050)

Cash
Beginning of year ..................................... 1,145,215 901,980 1,189,030
------------ ------------- ------------
End of year ........................................... $ 113,094 $ 1,145,215 $ 901,980
============ ============ ============
</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 $4,400,000 in 1998, $4,358,000
in 1997 and $3,243,000 in 1996.

See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY
STATEMENT OF CASH FLOWS

Year ended Year Ended Year Ended
December 31, 1998 December 31, 1997 December 31, 1996
----------------- ----------------- -----------------
<S> <C> <C> <C>
Reconciliation of net income to net cash
provided by operating activities:

Net income........................................ $ 7,735,159 $ 7,031,449 $ 5,502,907

Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................. 82,342 117,804 130,924
Amortization of deferred policy acquisition costs 1,005,483 663,200 1,454,408
Realized investment (gains) losses............. (914,891) (158,874) 221,025
Amortization of premiums and discounts on
investments.................................. 421,135 280,852 262,785
Deferred Federal income taxes.................. 265,000 (603,000) (286,000)
Other items not requiring cash - net........... (660) 9,771 6,794

(Increase) decrease in:
Premiums and other receivables, net............ (1,548,536) (750,889) 336,385
Accrued investment income...................... (292,143) (277,358) (70,005)
Deferred policy acquisition costs, exclusive
of amortization.............................. (3,613,000) (1,866,787) (1,275,323)
Other assets................................... 29,133 9,323 (18,574)

Increase (decrease) in:
Policyholder account balances.................. 3,505,536 1,985,844 (78,699)
Claims and other contract liabilities.......... 1,386,540 357,815 901,173
Accounts payable and accrued liabilities....... (629,852) 695,412 (419,307)
------------ ----------- -----------

$ 7,431,246 $ 7,494,562 $ 6,668,493
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- BASIS OF FINANCIAL STATEMENTS

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

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

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

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

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

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

NOTE 2 -- OTHER SIGNIFICANT ACCOUNTING PRACTICES

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

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

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

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

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

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

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

Year Ended Year Ended Year Ended
December 31,1998 December 31, 1997 December 31,1996
---------------- ----------------- ----------------
<S> <C> <C> <C>
Interest on fixed maturities............... $ 9,276,036 $ 9,029,979 $ 8,559,429
Interest on short term investments......... 226,544 307,656 410,930
Interest on policy loans................... 1,465,497 1,268,834 1,151,681
Dividends on equity securities............. -- -- 43,756
----------- ------------ -----------

Total investment income............... 10,968,077 10,606,469 10,165,796
Investment expense.................... 466,505 346,868 394,407
----------- ------------ -----------

Net investment income...................... $10,501,572 $ 10,259,601 $ 9,771,389
=========== ============ ===========
</TABLE>

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

The amortized cost and estimated market values of investments at December 31, 1998 and 1997 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, 1998
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies............................... $ 28,353,391 $ 1,703,441 $ 912 $ 30,055,920
Debt Securities issued by
States of the U.S.......................... 13,964,587 261,109 8,696 14,217,000
Corporate Debt Securities................... 77,938,088 2,148,113 378,682 79,707,519
Other Debt Securities ...................... 6,676,873 374,627 -- 7,051,500
------------ ------------ ------------ ------------
$126,932,939 $ 4,487,290 $ 388,290 $131,031,939
============ ============ ============ ============

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
============ ============ =========== ============

At December 31, 1998 and 1997, the Company had "Unrealized Holding Gains on
Available-For-Sale Securities" of $2,193,000 and $1,608,000, net of applicable
deferred income taxes and amortization of deferred acquisition costs. The change
in the Unrealized Holding Gains of $585,000, $964,000 and ($1,234,000) for 1998,
1997 and 1996, respectively is reported as other comprehensive income in
stockholders' equity.

Held-To-Maturity Securities
December 31,1998
U.S. Treasury Securities and obligations
of U.S. Government Corporations
and Agencies*.............................. $ 3,381,598 $ 223,647 $ -- $ 3,605,245
Corporate Debt Securities................... 2,000,000 125,400 -- 2,125,400
Other Debt Securities....................... 110,000 -- -- 110,000
------------ ----------- ----------- -----------
$ 5,491,598 $ 349,047 $ -- $ 5,840,645
============ =========== =========== ===========

December 31,1997
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 -- 2,109,000
Other Debt Securities....................... 110,000 -- -- 110,000
-------------- --------- --------- -----------
$ 5,529,687 $ 199,126 $ 700 $ 5,728,113
============ ========= ========= ===========

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

The amortized cost and estimated market value of debt securities at
December 31, 1998, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.

Held to Maturity Available For Sale
-----------------------------------------------------------------
Amortized Estimated Amortized Estimated
Cost Market Value Cost Market Value
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Due in one year or less....................... $ 10,000 $ 10,000 $ 1,255,531 $ 1,256,810
Due after one year through five years......... 2,954,022 3,142,745 33,385,925 34,635,479
Due after five years through ten years........ 527,576 562,500 55,672,616 57,463,964
Due after ten years........................... 2,000,000 2,125,400 36,618,867 37,675,686
---------- ---------- ------------ ------------
$5,491,598 $5,840,645 $126,932,939 $131,031,939
========== ========== ============ ============
</TABLE>
Proceeds from sales of investments in fixed maturities were $42,655,632,
$38,900,851 and $39,046,422 in 1998, 1997 and 1996, respectively. Gross gains of
$977,442 and gross losses of $62,551 were realized on those sales in 1998. Gross
gains of $374,583 and gross losses of $215,709 were realized on those sales in
1997. Gross gains of $185,708 and gross losses of $406,733 were realized on
those sales in 1996.

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

TRADITIONAL ORDINARY LIFE AND HEALTH

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

UNIVERSAL LIFE AND VARIABLE LIFE

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

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

ANNUITIES

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

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

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

Note 3 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

NOTE 4 -- RETIREMENT PLANS

The Company participates in a non-contributory profit sharing plan for the
benefit of its employees and those of other wholly-owned subsidiaries of its
parent. The Plan provides for retirement benefits based upon earnings. Vesting
of benefits is based upon years of service. For the years ended December 31,
1998, 1997 and 1996, the Company charged operations approximately $79,000,
$70,000 and $100,000 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
$475,000 in 1998, $419,000 in 1997 and $414,000 in 1996. The accrued liability
of approximately $3,251,000 in 1998 and $2,913,000 in 1997 was sufficient to
cover the value of benefits provided by the plan.

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

NOTE 5 -- COMMITMENTS AND CONTINGENT LIABILITIES

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

(a) The Company's maximum retention on any one life is $100,000. The
Company reinsures a portion of its risk with other insurance companies and
reserves are reduced by the amount of reserves for such reinsured risks. The
Company is liable for any obligations that any reinsurance company may be unable
to meet. The Company had reinsured approximately 10% of its net life insurance
in force at December 31, 1998, 1997 and 1996. The Company also had assumed
reinsurance amounting to approximately 20%, 20% and 21% of its net life
insurance in force at the respective year ends. None of these transactions had
any material effect on the Company's operating results.

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

(b) The Company and certain affiliates share office space, data processing
facilities and management personnel. Charges for these services are based upon
the Company's proportionate share of: space occupied, usage of data processing
facilities and time allocated to management. During the years ended December 31,
1998, 1997 and 1996, the Company paid approximately $1,440,000, $1,114,000 and
$1,222,000, respectively, for these services. In addition, the Company
reimbursed an affiliate approximately $10,799,000 in 1998, $9,814,000 in
1997,and $9,709,000 in 1996 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 $387,000 at December 31, 1998 and $332,000 at
December 31, 1997.

(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, 1998, 1997 and 1996 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.

NET INCOME CAPITAL SHARES AND SURPLUS
YEAR ENDED DECEMBER 31 AT DECEMBER 31
---------------------------------- ---------------------------------
1998 1997 1996 1998 1997 1996
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Reported on a statutory basis.......... $6,191,762 $5,809,629 $5,002,533 $37,991,708 $32,159,721 $26,580,877
---------- ---------- ---------- ----------- ----------- -----------

Adjustments:
Deferred policy acquisition costs (b) 2,607,517 351,239 (179,085) 20,873,233 18,446,716 17,547,129
Future policy benefits (a).......... (1,259,673) 133,848 514,086 (4,260,262) (3,000,589) (2,398,397)
Deferred income taxes............... (265,000) 603,000 286,000 473,000 1,039,000 934,000
Premiums due and deferred (e)....... 85,385 84,291 85,461 (1,189,428) (1,274,816) (1,359,107)
Cost of colletion and other statutory
liabilities....................... (6,185) (924) (12,283) 29,874 36,060 36,984
Non-admitted assets................. -- -- -- 218,959 224,411 298,731
Asset valuation reserve............. -- -- -- 1,691,873 1,325,986 1,136,664
Interest maintenance reserve........ (223,136) (55,019) (48,542) 436,803 56,112 6,271
Gross unrealized holding gains on
available-for-sale securities... -- -- -- 4,099,000 3,032,000 1,266,000
Net realized capital gains (losses). 914,891 158,874 (221,025) -- -- --
Other............................... (310,402) (53,489) 75,762 -- --
---------- ---------- ---------- ----------- ----------- -----------

1,543,397 1,221,820 500,374 22,373,052 19,884,880 17,468,275
---------- ---------- ---------- ---------- ---------- ----------

In accordance with generally accepted
accounting principles............... $7,735,159 $7,031,449 $5,502,907 $60,364,760 $52,044,601 $44,049,152
========== ========== ========== =========== =========== ===========

Per share, based on 534,350 shares
outstanding......................... $14.48 $13.16 $10.30 $112.97 $97.40 $82.44
========== ========== ========== =========== ========== ===========
</TABLE>

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

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

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

DISTRIBUTION OF LIABILITIES* BASIS OF ASSUMPTIONS
- ----------------------------------------------------------------------------------
YEARS
1998 1997 OF ISSUE INTEREST MORTALITY TABLE WITHDRAWAL
---- ---- -------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Non-par:
$1,458,458 $ 1,505,551 1962-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton B
5,021,949 5,310,394 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton B
2,403,257 2,433,724 1984-1988 7 1/2% 85% of 1965-70 Basic Select Modified
plus Ultimate Linton B
116,030 101,775 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Linton B
63,482 108,985 1989-Present 7 1/2% 1975-80 Basic Select plus Ultimate Actual
26,682 28,971 1989-Present 8% 1975-80 Basic Select plus Ultimate Actual
33,158,902 32,412,007 1985-Present 6% Accumulation of Funds --
Par:
216,096 224,913 1966-1967 4 1/2% 1955-60 Basic Select plus Ultimate Linton A
13,141,191 13,273,949 1968-1988 5 1/2% 1955-60 Basic Select plus Ultimate Linton A
907,950 899,407 1981-1984 7 1/4% 90% of 1965-70 Basic Select
plus Ultimate Linton B
4,791,142 4,699,324 1983-1988 9 1/2% 80% of 1965-70 Basic Select
plus Ultimate Linton B
17,805,284 15,977,808 1990-Present 8% 66% of 1975-80 Basic Select
plus Ultimate Linton B
Annuities:
16,075,327 19,581,382 1976-Present 5 1/2% Accumulation of Funds --
Miscellaneous:
24,418,452 19,604,218 1962-Present 2 1/2%-3 1/2% 1958-CSO None
</TABLE>

* The above amounts are before deduction of deferred premiums of $817,348 in
1998 and $881,090 in 1997.

(b) The costs of acquiring new business, principally commissions and
related agency expenses, and certain costs of issuing policies, such as medical
examinations and inspection reports, all of which vary with and are primarily
related to the production of new business, have been deferred. Costs deferred on
universal life and variable life are amortized as a level percentage of the
present value of anticipated gross profits resulting from investment yields,
mortality and surrender charges. Costs deferred on traditional ordinary life and
health are amortized over the premium-paying period of the related policies in
proportion to the ratio of the annual premium revenue to the total anticipated
premium revenue. Anticipated premium revenue was estimated using the same
assumptions that were used for computing liabilities for future policy benefits.
Amortization of $1,005,483 in 1998 and $663,200 in 1997, $1,454,408 in 1996 was
charged to operations.

(c) Participating business represented 8.8% and 9.5% of individual life
insurance in force at December 31, 1998 and 1997, respectively.

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

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

(d) New York State insurance law prohibits the payment of dividends to
stockholders from any source other than the statutory unassigned surplus. The
amount of said surplus was $28,207,166, $22,374,879 and $16,796,135 at December
31, 1998, 1997 and 1996, respectively.

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

<PAGE>

FIRST INVESTORS LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 7 -- FEDERAL INCOME TAXES

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

Retained earnings at December 31, 1998 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:

1998 1997
---------- ----------
<S> <C> <C>
Policyholder dividend provision........................................ $ (448,300) $ (357,200)
Non-qualified agents' pension plan reserve............................. (1,262,900) (1,161,300)
Deferred policy acquisition costs...................................... 2,956,800 2,215,900
Future policy benefits................................................. (2,835,100) (2,575,400)
Bond discount.......................................................... 35,900 39,200
Unrealized holding gains on Available-For-Sale Securities............. 1,130,000 829,000
Other.................................................................. (49,400) (29,200)
------------ --------------
$ (473,000) $ (1,039,000)
============ ==============
</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, 1998, and the
related statements of operations for the year then ended and changes in net
assets for each of the two years in the period then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of First Investors
Life Variable Annuity Fund C as of December 31, 1998, 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 17, 1999

<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 1998

ASSETS
Investments at net asset value (Note 3):
First Investors Life Series Fund.......................... $507,217,705
Cash....................................................... 247,664
--------------
Total Assets........................................... $507,465,369
--------------
LIABILITIES
Payable to First Investors Life Insurance Company.......... 411,365
Other Liabilities.......................................... 247,664
--------------
Total Liabilities...................................... 659,029
--------------

NET ASSETS................................................... $506,806,340
==============

Net assets represented by Contracts in accumulation period... $506,806,340
==============

See notes to financial statements.

2
<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1998

INVESTMENT INCOME
Income:
Dividends................................................. $ 25,692,602
------------
Total income........................................... 25,692,602
------------

Expenses:
Mortality and expense risks (Note 4)...................... 4,598,846
------------

Total expenses......................................... 4,598,846
------------

NET INVESTMENT INCOME........................................ 21,093,756
------------

UNREALIZED APPRECIATION ON INVESTMENTS
Beginning of year.......................................... 102,897,977
End of year................................................ 144,308,799
------------

Change in unrealized appreciation on investments............. 41,410,822
------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS......... $ 62,504,578
============

See notes to financial statements.

3
<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

STATEMENT OF CHANGES IN NET ASSETS

YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
<S> <C> <C>

1998 1997
--------- --------
Increase (Decrease) in Net Assets
From Operations
Net investment income .......................... $ 21,093,756 $ 16,590,415
Change in unrealized appreciation on investments 41,410,822 44,955,045
---------- ----------

Net increase in net assets resulting from operations 62,504,578 61,545,460
---------- ----------

From Unit Transactions
Net insurance premiums.......................... 60,802,399 88,644,435
Contract payments............................... (32,228,592) (25,481,901)

Increase in net assets derived from unit transactions 28,573,807 63,162,534
---------- ----------

Net increase in net assets................... 91,078,385 124,707,994

Net Assets
Beginning of year................................. 415,727,955 291,019,961
----------- -----------
End of year....................................... $ 506,806,340 $ 415,727,955
=========== ===========

</TABLE>

See notes to financial statements.

4
<PAGE>

FIRST INVESTORS LIFE
VARIABLE ANNUITY FUND C

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998

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>
<S> <C> <C> <C> <C> <C>

NET ASSET MARKET
SHARES VALUE VALUE COST

First Investors Life Series Fund
Cash Management.................. 4,815,092 $ 1.00 $ 4,815,092 $ 4,815,092
High Yield....................... 2,212,913 11.70 25,892,168 24,237,141
Growth........................... 3,344,113 35.78 119,645,043 70,812,626
Discovery........................ 2,574,020 26.74 68,828,598 56,684,834
Blue Chip........................ 5,348,810 26.25 140,399,323 89,282,365
International Securities......... 2,808,502 18.88 53,033,062 40,579,748
Government....................... 843,616 10.41 8,781,377 8,575,866
Investment Grade................. 1,433,643 11.97 17,155,843 15,386,528
Utilities Income................. 2,470,490 15.83 39,113,362 28,474,401
Target Maturity 2007............. 1,650,291 13.83 22,824,148 18,613,972
Target Maturity 2010............. 481,631 13.97 6,729,689 5,446,333

----------- -----------
$ 507,217,705 $ 362,908,906
</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, 1998 was
$4,598,846. 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 1998.

5
<PAGE>

FIRST INVESTORS LIFE VARIABLE ANNUITY FUND C
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OFFERED BY FIRST INVESTORS LIFE INSURANCE COMPANY
SUPPLEMENT DATED NOVEMBER 8, 1999 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 1999

The following paragraph replaces the second paragraph in the section "GENERAL
DESCRIPTION--Separate Account C" on page 2:

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 thirteen 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 Focused Equity 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, First Investors
Life Target Maturity 2015 Fund and First Investors Life Utilities
Income Fund.

<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
of this Registration Statement.

Filed herewith.

(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. /2/

10. (a) Consent of Independent Public Accountants. (Filed
herewith)

(b) Powers of Attorney./1/

C-1

<PAGE>
(c) Exemptive Order./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.

/2/ Previously filed on April 29, 1998 in Post Effective Amendment No. 11
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

George V. Ganter Director

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

C-2
<PAGE>

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 Financial Officer
Woodbridge, NJ 07095

Martin A. Smith Vice President

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:

C-3
<PAGE>

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.

C-4
<PAGE>

FIRST INVESTORS CREDIT CORPORATION (New Jersey). Ownership: 100% owned by
FFSB; Principal Business: Inactive; Affiliate of First Investors Life
Insurance Company.

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

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

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

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

ITEM 27. Number of Contractowners

As of October 29, 1999, the number of owners of variable annuity contracts
offered by First Investors Life Variable Annuity Fund C was 16,226.

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

C-5
<PAGE>

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.

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

C-6
<PAGE>

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.
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
Chatham, NJ 07928

C-7
<PAGE>

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

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.

ITEM 31. Management Services

Not applicable.

ITEM 32. Undertakings

Registrant hereby makes the following undertakings:

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(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.

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SIGNATURES
----------

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant represents that this Amendment meets all the
requirements for effectiveness pursuant to Rule 485(b) under the Securities Act
of 1933, and has caused this Amendment to be signed on its behalf, in the City
of New York, and State of New York, on the 28th day of October, 1999.

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 October 28, 1999
- ---------------------- and Director
Richard H. Gaebler

/s/ William M. Lipkus Vice President and October 28, 1999
- --------------------- Chief Financial
William M. Lipkus Officer

Glenn O. Head* Chairman and Director October 28, 1999
Jay G. Baris* Director October 28, 1999
George V. Ganter* Director October 28, 1999
Robert J. Grosso* Director October 28, 1999
Scott Hodes* Director October 28, 1999
Jackson Ream* Director October 28, 1999
Nelson Schaenen Jr.* Director October 28, 1999
John T. Sullivan* Director October 28, 1999
Kathryn S. Head* Director October 28, 1999
Glenn T. Dallas* Director October 28, 1999

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

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<PAGE>

INDEX TO EXHIBITS

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

99.10A Consent of Independent Public Accountants

C-11

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. 14 to the
Registration Statement on Form N-4 (File No. 33-33419) of our report dated
February 17, 1999 relating to the December 31, 1998 financial statements of
First Investors Life Variable Annuity Fund C and our report dated February 17,
1999 relating to the December 31, 1998 financial statements of First Investors
Life Insurance Company, which are included in said Registration Statement.

/s/ TAIT, WELLER & BAKER

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
November 5, 1999