SEPARATE ACCOUNT VA-P OF FIRST ALLMERICA FIN LIFE INSUR CO
497, 1998-11-10
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                       SEPARATE ACCOUNT VA-P

          FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
                            SUPPLEMENT
                 TO PROSPECTUS DATED MAY 1, 1998
   This Supplement supplants the Supplement Dated October 30, 1998

                                ***

                  New York Replacement Regulations

The state of New York recently amended its regulations concerning the 
purchase of a new life insurance policy or annuity contract to replace an 
existing policy or contract (a "replacement"). If you purchase a Contract in 
New York as a replacement, you may have the right to cancel the Contract within 
60 days after receiving it by returning the Contract to our Home Office at 
440 Lincoln Street, Worcester, MA 01653, or to one of our authorized 
representatives. If you return the Contract, it will be void from the 
beginning. You will receive a refund equal to the surrender value of the 
Contract plus all fees and charges.


                                  Supplement Dated November 10, 1998





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