SEPARATE ACCT VA K OF FIRST ALLMERICA FINANCIAL LIFE INS CO
497, 1997-09-19
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                               PROSPECTUS SUPPLEMENT 
                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                   SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION)
                   SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997

                                      ***

The Company has received approval to offer the disability waiver under
contracts issued in New York.  The last sentence of the first paragraph under
"7. WITHDRAWALS" on page P-3 of the Profile is deleted and replaced with the
following:

    In addition, the surrender charge will be waived if you, the Owner, become
    disabled after the contract is issued and before age 65.  Under New York 
    Contracts, the disability also must exist for a continuous period of at 
    least 4 months.  In addition, except in New York where not permitted by 
    state law, the surrender charge will be waived if, after the contract is 
    issued, you are diagnosed with a fatal illness or are confined in a medical
    care facility until the later of one year from the issue date or 90 days.

The last paragraph under "WHAT IF I NEED MY MONEY BEFORE MY ANNUITY PAYOUT 
PHASE BEGINS?" on page 7 of the Prospectus is amended to read in its entirety
as follows:

    You may also withdraw all or a portion of your money without a surrender
    charge if, after the Contract is issued and before age 65, you become 
    disabled.  Under New York Contracts, the disability also must exist for a 
    continuous period of at least 4 months.  In addition, except in New York 
    where not permitted by state law, the surrender charge will be waived if, 
    after the Contract is issued, you are diagnosed with a fatal illness or 
    confined in a medical care facility until the later of one year from the 
    issue date or 90 days.  For details and restrictions, see "Reduction or 
    Elimination of Surrender Charge."

The first paragraph under "REDUCTION OR ELIMINATION OF SURRENDER CHARGE" on
page 29 of the Prospectus is amended to read in its entirety as follows:

    The Company will waive the contingent deferred sales charge in the event
    that the Owner (or the Annuitant, if the Owner is not an individual)
    becomes physically disabled after the issue date of the Contract and before
    attaining age 65.  Under New York Contracts, the disability also must exist
    for a continuous period of at least 4 months.  The Company may require 
    proof of such disability and continuing disability, including written 
    confirmation of receipt and approval of any claim for Social Security 
    Disability Benefits and reserves the right to obtain an examination by a 
    licensed physician of its choice and at its expense. In addition, except 
    in New York where not permitted by state law, the Company will waive the 
    contingent deferred sales charge in the event that an Owner (or the 
    Annuitant, if the Owner is not an individual) is: (1) admitted to a 
    medical care facility and remains confined there until the later of one 
    year after the issue date or 90 consecutive days or (2) first diagnosed by
    a licensed physician as having a fatal illness after the issue date of the
    Contract.


The last sentence under the second paragraph of "APPENDIX C, DIFFERENCES UNDER
THE DELAWARE MEDALLION I VARIABLE ANNUITY" is deleted and replaced by the
following: "Note: only the disability waiver is available in New York under 
A3025-96GRC."

<PAGE>

                                      ***  

Effective for all Contracts, any portion of an initial net payment (or a
subsequent net payment received during the Contract's first fifteen days)
allocated to a Sub-Account or to a Guarantee Period Account will be invested as
requested and will not be held in the Cash Reserve Series for the Contract's
first fifteen days.  As such, the second and third sentences of the fourth
paragraph under "A. PAYMENTS" on page 19 are deleted.

                                      ***

Effective for all New York Contracts, if the Owner revokes the Contract within
ten days after receipt, the Company will provide a refund equal to the amount
of gross payments.  The following sentence is added to "CAN I EXAMINE THE
CONTRACT?" on page 8 of the Prospectus: "In New York, you will receive a refund
equal to your entire payment."

The following sentence is added at the end of the second paragraph of "B. RIGHT
TO REVOKE CONTRACT" on page 19 of the Prospectus:

    Notwithstanding the above, under Contracts issued in New York, the Company
    will provide a refund equal to the Owner's gross payments.

                                      ***

Supplement Dated September 19, 1997


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