<PAGE>
PROSPECTUS SUPPLEMENT
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-K (ALLMERICA ADVANTAGE)
SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1997
***
Effective October 1, 1997 the following paragraph is added under "7.
WITHDRAWALS" on page P-3 of the Profile:
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 last paragraph under "WHAT IF I NEED MY MONEY BEFORE MY ANNUITY PAYOUT
PHASE BEGINS?" on page 8 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 36 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 EXECANNUITY PLUS VARIABLE ANNUITY" is deleted and replaced by the
following: "Note: only the disability waiver is available in New York under
A3025-96GRC."
***
Supplement Dated September 23, 1997
