<PAGE>
Reg. No. 33-43763, Rule 497(e)
SUPPLEMENT DATED JANUARY 24, 1996, TO MAY 1, 1995, PROSPECTUS FOR
FIRST UNUM LIFE INSURANCE COMPANY
GROUP VARIABLE ANNUITY CONTRACT
VA-I SEPARATE ACCOUNT
The following information supplements First UNUM's VA-I Separate
Account Prospectus and should be read in conjunction with it.
The Lincoln National Life Insurance Company has entered into a
definitive agreement with UNUM Life Insurance Company of America
("UNUM/America") to acquire its group tax-sheltered annuity business
and to cause a subsidiary ("Buyer") to enter into an agreement with
First UNUM Life Insurance Company ("First UNUM") of New York to
acquire the group tax-sheltered annuity business of First UNUM. This
sale is subject to regulatory approval. It is anticipated that it
will take several months (perhaps six to nine months) to obtain the
necessary approvals and otherwise close the sale. There is no
guarantee that the sale will close. Prior to closing, First UNUM
will remain the insurer under the Contracts and will offer and
administer the Contracts as described in the Prospectus. Subject to
regulatory approval, after closing Contractholders and/or
Participants will be notified regarding the transfer of their
Contracts to the Buyer and will be given any rights provided by law
to opt out of the transfer. Except for the substitution of the Buyer
for First UNUM as the insurer, the rights of Contractholders and
Participants under the Contracts will not change solely as a result
of the transfer.
NY80040
