SEPARATE ACCOUNT VA-P OF FIRST ALLMERICA FIN LIFE INSUR CO
497, 1997-09-19
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                              PROSPECTUS SUPPLEMENT 
                 FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

                             SEPARATE ACCOUNT VA-P
                  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 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, you also must be disabled 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 27 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 second paragraph of "APPENDIX C, DIFFERENCES UNDER THE PIONEER VISION 1
CONTRACT" is deleted in and replaced in its entirety by the following: 

    2.  The waiver of surrender charges offered under the Pioneer Vision 2
    contract for disability prior to age 65, fatal illness or confinement to a 
    medical care facility is not available under the Pioneer Vision 1 contract.
    Note: only the waiver for disability is available under Pioneer Vision 2 
    contracts issued in New York.

                                      ***

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 Money Market Portfolio for the Contract's
first fifteen days.   As such, the second and third sentences of the fourth
paragraph under "A. PAYMENTS" on page 17 are deleted.

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                                      ***

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 description of the Free Look Period under "10. OTHER
INFORMATION" on page P-4 of the Profile is deleted and replaced by the
following:

    FREE LOOK PERIOD: If you cancel your contract within 10 days after
    receiving it (or whatever period is required by your state), we will pay 
    you an amount equal to the value of your contract. This may be more or less
    than your original payment.  If required by applicable state or federal 
    law, we will return your gross payment.

The following sentence is added to "CAN I EXAMINE THE CONTRACT?" on page 9 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 under
"B. RIGHT TO REVOKE OR SURRENDER CONTRACT" on page 17 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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