UNITED STATES 	SECURITIES AND EXCHANGE COMMISSION 	 WASHINGTON, D.C. 20549 		 -------- 		 FORM N-CSR 		 -------- CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER 811-2981 FIRST INVESTORS SPECIAL BOND FUND, INC. (Exact name of registrant as specified in charter) 95 Wall Street New York, NY 10005 (Address of principal executive offices) (Zip code) Joseph I. Benedek First Investors Management Company, Inc. Raritan Plaza I Edison, NJ 08837-3620 1-732-855-2712 (Name and address of agent for service) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-212-858-8000 DATE OF FISCAL YEAR END: DECEMBER 31, 2005 DATE OF REPORTING PERIOD: DECEMBER 31, 2005 Item 1. Reports to Stockholders 	 The Annual Report to Stockholders follows [Logo: "FIRST INVESTORS"] First Investors Special Bond Fund, Inc. Annual Report December 31, 2005 [Logo: "FIRST INVESTORS FINANCIAL NETWORK"] Portfolio Managers' Letter FIRST INVESTORS SPECIAL BOND FUND, INC. Dear Investor: This is the annual report for the First Investors Special Bond Fund for the year ended December 31, 2005. During the year, the Fund's return on a net asset value basis was 1.7%, including dividends of 69.6 cents per share. The two most important factors driving the Fund's performance during the year were the overall performance of the high yield market and the bankruptcy of auto parts supplier Collins & Aikman, a large position in the Fund. After posting strong returns for the two years before 2005, the tide turned for the high yield bond sector. High yield valuations reached a point at which they were due for a correction, which took place during the past year. Compounding the correction was the poor performance of the Treasury market. Economic and credit trends generally remain favorable, but investors are worried about the credit cycle following the credit-rating downgrades of GM and Ford to high yield status and the high profile bankruptcies of Delta Air Lines, Northwest Airlines and Delphi Corporation. The most significant negative contributor to the Fund's performance was its investment in auto parts supplier Collins & Aikman, which filed for bankruptcy. A strong performer in 2004, Collins & Aikman faced a liquidity crisis after its primary customers, GM and Ford, were downgraded to high yield. Investments in two other auto parts suppliers, Dana Corporation and Special Devices, also slipped due to general weakness in the auto sector. Also hurting performance were those companies who failed to meet expectations. Adelphia Communications traded down due to concerns that telecommunication providers might provide increased competition to the cable sector. Aiding the Fund's performance were investments that benefited from "special situations," and the Fund's overweight allocation in the chemical and energy sectors in anticipation of continued strong cyclical results. Special situations investments included Day International, which called 25% of its preferred stock and paid nearly three years of dividends in arrears, and Media News, whose stock rose due to mergers and acquisition activity in the sector. Chemical supplier Resolution Performance Products posted strong results as the chemical cycle moved toward a peak. Portfolio Managers' Letter (continued) FIRST INVESTORS SPECIAL BOND FUND, INC. Thank you for placing your trust in First Investors. As always, we appreciate the opportunity to serve your investment needs. Sincerely, /s/ Richard T. Bourke Richard T. Bourke Co-Portfolio Manager /s/ Greg Miller Greg Miller Co-Portfolio Manager January 31, 2006 Understanding Your Fund's Expenses FIRST INVESTORS SPECIAL BOND FUND, INC. As a mutual fund shareholder, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory fees and other expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000 in the Fund at the beginning of the period, July 1, 2005, and held for the entire six-month period ended December 31, 2005. The calculations assume that no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions. Actual Expenses Example: These amounts help you to estimate the actual expenses that you paid over the period. The "Ending Account Value" shown is derived from the Fund's actual return, and the "Expenses Paid During Period" shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid during the period. To estimate the expenses you paid on your account during this period simply divide your ending account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.60), then multiply the result by the number given for the Fund under the heading "Expenses Paid During Period." Hypothetical Expenses Example: These amounts provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight and help you compare your ongoing costs only and do not reflect any transaction costs. Therefore, the hypothetical expense example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher. Fund Expenses FIRST INVESTORS SPECIAL BOND FUND, INC. The examples below show the ongoing costs (in dollars) of investing in your Fund and will help you in comparing these costs with costs of other mutual funds. Please refer to page 3 for a detailed explanation of the information presented in these examples. - ------------------------------------------------------------------------------------- Beginning Ending Account Account Expenses Paid Value Value During Period Expense Examples (7/1/05) (12/31/05) (7/1/05-12/31/05)* - ------------------------------------------------------------------------------------- Expense Examples Actual $1,000.00 $1,030.90 $5.02 Hypothetical (5% annual return before expenses) $1,000.00 $1,020.27 $4.99 - ------------------------------------------------------------------------------------- * Expenses are equal to the annualized expense ratio of .98%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Portfolio Composition TOP SECTORS [BAR CHART DATA] Consumer Staples 21.1% Consumer Discretionary 17.5% Materials 15.8% Energy 14.5% Health Care 10.9% Industrials 7.5% U.S. Government Obligations 5.5% Financials 2.3% Telecommunication Services 2.1% Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2005, and are based on the total value on investments. Cumulative Performance Information FIRST INVESTORS SPECIAL BOND FUND, INC. Comparison of change in value of $10,000 investment in the First Investors Special Bond Fund, Inc. and the Credit Suisse High Yield Index II. First Investors Special Bond Fund Graph Plot Points for the periods Ended 12/31/05 Special Credit Suisse Bond High Yield Fund Index II Dec-95 $10,000 $10,000 Dec-96 11,310 11,303 Dec-97 12,547 12,683 Dec-98 12,710 12,753 Dec-99 13,503 13,211 Dec-00 12,616 12,463 Dec-01 12,614 13,231 Dec-02 12,891 13,641 Dec-03 16,541 17,452 Dec-04 18,258 19,538 Dec-05 18,568 19,980 (INSET BOX IN CHART READS:) Average Annual Total Returns* One Year 1.69% Five Years 8.04% Ten Years 6.38% S.E.C. 30-Day Yield 6.23% The graph compares a $10,000 investment in the First Investors Special Bond Fund, Inc. beginning 12/31/95 with a theoretical investment in the Credit Suisse High Yield Index II (the "Index"). The Index is designed to measure the performance of the high yield bond market. As of 12/31/05, the Index consisted of 1,434 different issues, most of which are cash-pay, also included in the Index are zero-coupon bonds, step bonds, payment-in-kind bonds and bonds which are in default. As of 12/31/05, approximately .48% of the market value of the Index was in default. The bonds included in the Index have an average maturity of 7.39 years, an average duration of 4.24 years and an average coupon of 8.49%. It is not possible to invest directly in this Index. In addition, the Index does not take into account fees and expenses that an investor would incur in purchasing securities in the Index. For purposes of the graph and accompanying table it is assumed that all dividends and distributions were reinvested. * The Average Annual Total Return figures are for the periods ended 12/31/05. The returns shown do not reflect any sales charges, since the Fund sells it shares solely to First Investors Life Variable Annuity Fund A at net asset value. The returns do not reflect the fees and charges that an individual would pay in connection with an investment in a variable annuity contract. Results represent past performance and do not indicate future results. The graph and the returns shown do not reflect the deduction of taxes that an investor would pay on distributions or the redemption of fund shares. Investment return and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The issuers of the high yield bonds in which the Fund primarily invests pay higher interest rates because they have a greater likelihood of financial difficulty, which could result in their inability to repay the bonds fully when due. Prices of high yield bonds are also subject to greater fluctuations. Credit Suisse High Yield Index II figures are from Credit Suisse Corporation and all other figures are from First Investors Management Company, Inc. Portfolio of Investments FIRST INVESTORS SPECIAL BOND FUND, INC. December 31, 2005 - ------------------------------------------------------------------------------------------------------- Amount Invested For Each Principal $10,000 of Amount Security Value Net Assets - ------------------------------------------------------------------------------------------------------- CORPORATE BONDS--83.5% Aerospace/Defense--2.1% $ 150M Alliant Techsystems, Inc., 8.5%, 2011 $ 158,250 $ 82 150M DRS Technologies, Inc., 6.875%, 2013 144,187 75 100M DynCorp International, 9.5%, 2013 104,500 55 - ------------------------------------------------------------------------------------------------------- 406,937 212 - ------------------------------------------------------------------------------------------------------- Automotive--6.7% 100M Accuride Corp., 8.5%, 2015 99,000 52 75M Asbury Automotive Group, Inc., 9%, 2012 75,375 39 594M Cambridge Industries Liquidating Trust, 2007++** 5,938 3 250M Cooper Standard Automotive, Inc., 8.375%, 2014 191,250 100 175M Dana Corp., 9%, 2011 142,625 74 150M Navistar International Corp., 6.25%, 2012 135,000 70 500M Special Devices, Inc., 11.375%, 2008 384,375 200 228M TRW Automotive, Inc., 9.375%, 2013 247,950 129 - ------------------------------------------------------------------------------------------------------- 1,281,513 667 - ------------------------------------------------------------------------------------------------------- Chemicals--12.8% 15M BCP Crystal US Holdings Corp., 9.625%, 2014 16,763 9 150M Equistar Chemicals LP, 10.625%, 2011 165,750 86 250M Huntsman International, LLC, 7.375%, 2015+ 242,500 126 67M Huntsman, LLC, 11.625%, 2010 76,631 40 100M IMC Global, Inc., 10.875%, 2013 115,375 60 300M Innophos, Inc., 8.875%, 2014 + 303,750 158 Lyondell Chemical Co.: 350M 9.625%, 2007 367,063 191 91M 9.5%, 2008 95,777 50 200M Millennium America, Inc., 9.25%, 2008 216,750 113 100M Nell AF Sarl, 8.375%, 2015 + 99,500 52 675M Resolution Performance Products, LLC, 13.5%, 2010 717,187 373 50M Tronox Worldwide, LLC, 9.5%, 2012 + 51,250 27 - ------------------------------------------------------------------------------------------------------- 2,468,296 1,285 - ------------------------------------------------------------------------------------------------------- Consumer Non-Durables--1.8% 100M Broder Brothers Co., 11.25%, 2010 95,750 50 Levi Strauss & Co.: 150M 8.804%, 2012*** 151,875 79 100M 9.75%, 2015 104,500 54 - ------------------------------------------------------------------------------------------------------- 352,125 183 - ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- Amount Invested For Each Principal $10,000 of Amount Security Value Net Assets - ------------------------------------------------------------------------------------------------------- Energy--13.9% $ 250M Belden & Blake Corp., 8.75%, 2012 $ 256,250 $ 133 300M Bluewater Finance, Ltd., 10.25%, 2012 324,000 169 Chesapeake Energy Corp.: 500M 6.375%, 2015 502,500 262 150M 6.625%, 2016 152,625 79 100M Compagnie Generale de Geophysique, 7.5%, 2015 104,000 54 125M Dresser, Inc., 9.375%, 2011 132,187 69 250M El Paso Production Holding Co., 7.75%, 2013 260,625 136 644M Giant Industries, Inc., 11%, 2012 719,670 375 100M POGO Producing Co., 6.875%, 2017+ 98,000 51 110M Tesoro Corp., 6.25%, 2012+ 111,100 58 - ------------------------------------------------------------------------------------------------------- 2,660,957 1,386 - ------------------------------------------------------------------------------------------------------- Financial--2.0% 294M Dow Jones CDX, High Yield, Trust 1, Series 4, 8.25%, 2010+ 297,675 155 88M Targeted Return Index Securities Trust, 7.651%, 2015+*** 90,368 47 - ------------------------------------------------------------------------------------------------------- 388,043 202 - ------------------------------------------------------------------------------------------------------- Food/Beverage/Tobacco--.9% 9M Land O'Lakes, Inc., 8.75%, 2011 9,495 5 150M Pilgrim's Pride Corp., 9.625%, 2011 160,500 84 - ------------------------------------------------------------------------------------------------------- 169,995 89 - ------------------------------------------------------------------------------------------------------- Forest Products/Containers--1.7% 200M Stone Container Corp., 9.75%, 2011 203,000 106 130M Tekni-Plex, Inc., 8.75%, 2013+ 115,050 60 - ------------------------------------------------------------------------------------------------------- 318,050 166 - ------------------------------------------------------------------------------------------------------- Gaming/Leisure--6.6% 250M Circus & Eldorado/Silver Legacy, 10.125%, 2012 265,625 138 180M Mandalay Resort Group, 6.375%, 2011 179,775 94 240M MGM Mirage, Inc., 6.625%, 2015 240,600 125 300M Park Place Entertainment Corp., 9.375%, 2007 313,125 163 255M Speedway Motorsports, Inc., 6.75%, 2013 259,463 135 - ------------------------------------------------------------------------------------------------------- 1,258,588 655 - ------------------------------------------------------------------------------------------------------- Portfolio of Investments (continued) FIRST INVESTORS SPECIAL BOND FUND, INC. December 31, 2005 - ------------------------------------------------------------------------------------------------------- Amount Invested For Each Principal $10,000 of Amount Security Value Net Assets - ------------------------------------------------------------------------------------------------------- Health Care--10.5% $ 250M DaVita, Inc., 7.25%, 2015 $ 254,375 $ 132 120M Fisher Scientific International, Inc., 6.125%, 2015+ 120,600 63 HCA, Inc.: 165M 5.25%, 2008 163,651 85 200M 6.75%, 2013 207,217 108 150M Insight Health Services Corp., 9.875%, 2011 114,000 59 150M MedQuest, Inc., 11.875%, 2012 145,500 76 75M Quintiles Transnational Corp., 10%, 2013 84,000 44 250M Sybron Dental Specialties, Inc., 8.125%, 2012 263,750 137 550M Tenet Healthcare Corp., 6.375%, 2011 504,625 263 150M Triad Hospitals, Inc., 7%, 2013 151,125 79 - ------------------------------------------------------------------------------------------------------- 2,008,843 1,046 - ------------------------------------------------------------------------------------------------------- Housing--1.5% 140M Beazer Homes USA, Inc., 6.875%, 2015 134,925 70 150M Builders FirstSource, Inc., 8.59%, 2012*** 153,375 80 - ------------------------------------------------------------------------------------------------------- 288,300 150 - ------------------------------------------------------------------------------------------------------- Information Technology--.0% 150M Exodus Communications, Inc., 10.75%, 2009++** 94 -- - ------------------------------------------------------------------------------------------------------- Investment/Finance Companies--.1% 71M Finova Group, Inc., 7.5%, 2009 25,294 13 - ------------------------------------------------------------------------------------------------------- Manufacturing--.8% 200M Wolverine Tube, Inc., 7.375%, 2008+ 150,500 78 - ------------------------------------------------------------------------------------------------------- Media-Broadcasting--3.3% 280M Clear Channel Communications, Inc., 5.5%, 2014 268,383 140 150M Sinclair Broadcasting Group, Inc., 8.75%, 2011 158,625 82 Young Broadcasting, Inc.: 136M 10%, 2011 128,010 67 100M 8.75%, 2014 88,625 46 - ------------------------------------------------------------------------------------------------------- 643,643 335 - ------------------------------------------------------------------------------------------------------- Media-Cable TV--8.0% 355M Adelphia Communications Corp., 10.25%, 2011++ 214,775 112 135M Atlantic Broadband Finance, LLC, 9.375%, 2014 121,163 63 200M Cablevision Systems Corp., 8%, 2012 188,000 98 500M Charter Communications Holdings, LLC, 10%, 2009 375,000 196 - ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- Amount Invested For Each Principal $10,000 of Amount Security Value Net Assets - ------------------------------------------------------------------------------------------------------- Media-Cable TV (continued) $ 125M CSC Holdings, Inc., 8.125%, 2009 $ 126,875 $ 66 310M Echostar DBS Corp., 6.375%, 2011 299,925 156 200M Quebecor Media, Inc., 11.125%, 2011 217,500 113 - ------------------------------------------------------------------------------------------------------- 1,543,238 804 - ------------------------------------------------------------------------------------------------------- Media-Diversified--4.3% 300M Cenveo, Inc., 7.875%, 2013 291,000 152 MediaNews Group, Inc.: 75M 6.875%, 2013 72,094 38 50M 6.375%, 2014 46,375 24 Six Flags, Inc.: 150M 8.875%, 2010 147,000 77 50M 9.625%, 2014 48,875 25 200M Universal City Development Partners, Ltd., 11.75%, 2010 225,250 117 - ------------------------------------------------------------------------------------------------------- 830,594 433 - ------------------------------------------------------------------------------------------------------- Metals/Mining--.6% 50M Metals USA, Inc., 11.125%, 2015+ 51,500 27 60M Russell Metals, Inc., 6.375%, 2014 58,500 30 - ------------------------------------------------------------------------------------------------------- 110,000 57 - ------------------------------------------------------------------------------------------------------- Retail-General Merchandise--1.5% 100M GSC Holdings Corp., 8%, 2012+ 94,500 49 200M Neiman Marcus Group, Inc., 10.375%, 2015+ 204,250 107 - ------------------------------------------------------------------------------------------------------- 298,750 156 - ------------------------------------------------------------------------------------------------------- Services--2.8% Allied Waste NA, Inc.: 150M 5.75%, 2011 142,875 74 300M 7.375%, 2014 293,250 153 100M Hydrochem Industrial Services, Inc., 9.25%, 2013+ 96,500 50 - ------------------------------------------------------------------------------------------------------- 532,625 277 - ------------------------------------------------------------------------------------------------------- Telecommunications--.0% 600M ICG Services, Inc., 10%, 2008++** 375 -- 400M XO Communications, Inc., 9%, 2008++** 250 -- - ------------------------------------------------------------------------------------------------------- 625 -- - ------------------------------------------------------------------------------------------------------- Portfolio of Investments (continued) FIRST INVESTORS SPECIAL BOND FUND, INC. December 31, 2005 - ------------------------------------------------------------------------------------------------------- Amount Invested Principal For Each Amount $10,000 of or Shares Security Value Net Assets - ------------------------------------------------------------------------------------------------------- Transportation--.2% $ 29M American Commercial Lines, 9.5%, 2015 $ 31,465 $ 16 - ------------------------------------------------------------------------------------------------------- Utilities--.0% 125M AES Drax Energy, Ltd., 11.5%, 2010 ++ 281 -- 1M NRG Energy, Inc., 8%, 2013 1,120 1 - ------------------------------------------------------------------------------------------------------- 1,401 1 - ------------------------------------------------------------------------------------------------------- Wireless Communications--1.4% 100M Rogers Wireless, Inc., 6.375%, 2014 100,750 53 230M Triton Communications, LLC, 9.375%, 2011 169,050 88 - ------------------------------------------------------------------------------------------------------- 269,800 141 - ------------------------------------------------------------------------------------------------------- Total Value of Corporate Bonds (cost $17,396,643) 16,039,676 8,352 - ------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT OBLIGATIONS--5.3% 1,000M U.S. Treasury Notes, 7%, 2006 (cost $1,007,037) 1,013,555 528 - ------------------------------------------------------------------------------------------------------- COMMON STOCKS--2.9% Food/Drug--.5% 5,500 Ingles Markets, Inc. 86,075 45 - ------------------------------------------------------------------------------------------------------- Media-Diversified--1.8% 1,500 * MediaNews Group, Inc. - Class "A"** 337,500 176 - ------------------------------------------------------------------------------------------------------- Telecommunications--.6% 5,188 * RCN Corporation 121,659 63 500 * RCN Corporation** 5 -- 230 * Viatel Holding (Bermuda), Ltd.** 7 -- 1,571 * World Access, Inc. 1 -- - ------------------------------------------------------------------------------------------------------- 121,672 63 - ------------------------------------------------------------------------------------------------------- Total Value of Common Stocks (cost $305,505) 545,247 284 - ------------------------------------------------------------------------------------------------------- PREFERRED STOCKS--1.3% Manufacturing 278 Day International Group, Inc., 12.25%, 2010, PIK (cost $264,265) 253,721 132 - ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- Amount Invested Warrants or For Each Principal $10,000 of Amount Security Value Net Assets - ------------------------------------------------------------------------------------------------------- WARRANTS--.0% Telecommunications 250 GT Group Telecom, Inc. (expiring 2/1/10)** (cost $22,587) $ -- $ -- - ------------------------------------------------------------------------------------------------------- SHORT-TERM CORPORATE NOTES--2.6% $ 500M General Electric Capital Corp., 4.26%, 1/19/06 (cost $498,875) 498,875 260 - ------------------------------------------------------------------------------------------------------- Total Value of Investments (cost $19,494,912) 95.6% 18,351,074 9,556 Other Assets, Less Liabilities 4.4 851,756 444 - ------------------------------------------------------------------------------------------------------- Net Assets 100.0% $19,202,830 $10,000 ======================================================================================================= + Security exempt from registration under Rule 144A of the Securities Act of 1933 (see Note 5). ++ In default as to principal and/or interest payment * Non-income producing ** Security valued at fair value (see Note 1A) *** Interest Rates on adjustable rate bonds are determined and reset quarterly by the indentures. The interest rates shown are the rates in effect on December 31, 2005. # Denotes a step bond (a zero coupon bond that converts to a fixed interest rate at a designated future date). See notes to financial statements Statement of Assets and Liabilities FIRST INVESTORS SPECIAL BOND FUND, INC. December 31, 2005 - ---------------------------------------------------------------------------------------- Assets Investments in securities, at value (identified cost $19,494,912) (Note 1A) $18,351,074 Cash 557,535 Interest receivable 360,159 Other assets 4,728 ----------- Total Assets 19,273,496 ----------- Liabilities Payable for shares redeemed 37,736 Accrued advisory fee 11,700 Accrued expenses 21,230 ----------- Total Liabilities 70,666 ----------- Net Assets $19,202,830 =========== Net Assets Consist of: Capital paid in $27,435,978 Accumulated net investment income 41,827 Accumulated net realized loss on investment transactions (7,131,137) Net unrealized depreciation in value of investments (1,143,838) ----------- Total $19,202,830 =========== Net Asset Value, Offering Price and Redemption Price Per Share ($19,202,830 divided by 2,145,598 shares outstanding), 25,000,000 shares authorized, $1.00 par value (Note 2) $8.95 ===== See notes to financial statements Statement of Operations FIRST INVESTORS SPECIAL BOND FUND, INC. Year Ended December 31, 2005 - ----------------------------------------------------------------------------------------------------- Investment Income Income: Interest $1,661,330 Dividend 143,894 ----------- Total income $1,805,224 Expenses (Notes 1 and 4): Advisory fee 149,744 Professional fees 24,793 Reports to shareholders 4,710 Custodian fees 3,827 Directors' fees 790 Registration fees 775 Other expenses 9,634 ----------- Total expenses 194,273 Less - Expenses paid indirectly (3,823) ----------- Net expenses 190,450 ----------- Net investment income 1,614,774 Realized and Unrealized Gain (Loss) on Investments (Note 3): Net realized loss on investments (209,198) Net unrealized depreciation of investments (1,104,523) ----------- Net loss on investments (1,313,721) ----------- Net Increase in Net Assets Resulting from Operations $301,053 =========== See notes to financial statements Statement of Changes in Net Assets FIRST INVESTORS SPECIAL BOND FUND, INC. - ----------------------------------------------------------------------------------------------------- Year Ended December 31 2005 2004 - ----------------------------------------------------------------------------------------------------- Increase (Decrease) in Net Assets from Operations Net investment income $ 1,614,774 $ 1,666,646 Net realized loss on investments (209,198) (177,959) Net unrealized appreciation (depreciation) of investments (1,104,523) 640,583 ----------- ----------- Net increase in net assets resulting from operations 301,053 2,129,270 ----------- ----------- Dividends to Shareholders Net investment income (1,534,143) (1,654,866) ----------- ----------- Capital Share Transactions * Proceeds from shares sold 505,525 36,063 Reinvestment of dividends 1,534,143 1,654,866 Cost of shares redeemed (3,088,225) (2,868,518) ----------- ----------- Net decrease in net assets resulting from share transactions (1,048,557) (1,177,589) ----------- ----------- Net decrease in net assets (2,281,647) (703,185) Net Assets Beginning of year 21,484,477 22,187,662 ----------- ----------- End of the year (including accumulated net investment income (deficit) of $41,827 and ($38,804), respectively) $19,202,830 $21,484,477 =========== =========== *Capital Shares Issued and Redeemed Sold 54,058 3,877 Issued for dividends reinvested 170,080 177,306 Redeemed (340,301) (307,493) ----------- ----------- Net decrease in capital shares (116,163) (126,310) =========== =========== See notes to financial statements Notes to Financial Statements FIRST INVESTORS SPECIAL BOND FUND, INC. December 31, 2005 1. Significant Accounting Policies--The Fund is registered under the Investment Company Act of 1940 (the "1940 Act") as a diversified, open end management investment company. The investment objective of the Fund is to seek high current income without undue risk to principal and secondarily to seek growth of capital. A. Security Valuation--Except as provided below, a security listed or traded on an exchange or the Nasdaq Stock Market is valued at its last sale price on the exchange or market where the security is principally traded, and lacking any sales, the security is valued at the mean between the closing bid and asked prices. Securities traded in the over-the-counter market (including securities listed on exchanges whose primary market is believed to be over the counter) are valued at the mean between the last bid and asked prices based upon quotes furnished by a market maker for such securities. Securities may also be priced by a pricing service approved by the Fund's Board of Directors (the "Board"). The pricing service considers security type, rating, market condition and yield data as well as market quotations, prices provided by market makers and other available information in determining value. Short-term debt securities that mature in 60 days or less are valued at amortized cost. If market quotations or prices are not readily available or determined to be unreliable, the securities will be valued at fair value as determined in good faith pursuant to procedures adopted by the Board. At December 31, 2005, the Fund held eight securities that were fair valued by its Valuation Committee with an aggregate value of $344,169 representing 1.8% of the Fund's net assets. B. Federal Income Taxes--No provision has been made for federal income taxes on net income or capital gains, since it is the policy of the Fund to continue to comply with the special provisions of the Internal Revenue Code applicable to investment companies and to make sufficient distributions of income and capital gains (in excess of any available capital loss carryovers) to relieve it from all, or substantially all, federal income taxes. As of December 31, 2005, the Fund had capital loss carryovers of $7,075,630 of which, $636,995 expires in 2007, $365,853 expires in 2008, $1,284,606 expires in 2009, $2,764,915 expires in 2010, $1,656,953 expires in 2011, $212,617 expires in 2012 and $153,691 expires in 2013. C. Distributions to Shareholders--Dividends from net investment income are declared daily and paid quarterly and distributions from net realized capital gains, if any, are normally declared and paid annually. Income dividends and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing treatments for capital loss carryforwards and post-October capital losses. Notes to Financial Statements (continued) FIRST INVESTORS SPECIAL BOND FUND, INC. June 30, 2005 D. Use of Estimates--The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. E. Other--Security transactions are accounted for on the date the securities are purchased or sold. Cost is determined, and gains and losses are based, on the identified cost basis for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Interest income and estimated expenses are accrued daily. Bond discounts and premiums are accreted or amortized using the interest method. Interest income on zero coupon bonds and step bonds is accrued daily at the effective interest rate. For the year ended December 31, 2005, The Bank of New York, the custodian of the Fund, has provided total credits in the amount of $3,743 against custodian charges based on the uninvested cash balances of the Fund. The Fund also reduced expenses through brokerage service arrangements. For the year ended December 31, 2005, the Fund expenses were reduced by $80 under these arrangements. 2. Capital--Shares of the Fund are sold only through the purchase of First Investors Life Variable Annuity Fund A contracts issued by First Investors Life Insurance Company. 3. Security Transactions--For the year ended December 31, 2005, purchases and sales of securities, other than short-term U.S. Government obligations and short-term corporate notes, aggregated $5,353,897 and $7,500,736, respectively. At December 31, 2005, the aggregate cost of securities for federal income tax purposes was $19,594,472. Accumulated net unrealized depreciation on investments was $1,243,398, consisting of $632,281 gross unrealized appreciation and $1,875,679 gross unrealized depreciation. 4. Advisory Fee and Other Transactions With Affiliates--Certain officers and directors of the Fund are officers and directors of its investment adviser, First Investors Management Company, Inc. ("FIMCO") and its transfer agent, Administrative Data Management Corp. (ADM). Directors of the Fund who are not "interested persons" of the Fund as defined in the 1940 Act are remunerated by the Fund. For the year ended December 31, 2005, total directors fees accrued by the Fund amounted to $790. The Investment Advisory Agreement provides as compensation to FIMCO an annual fee, payable monthly, at the rate of .75% on the first $250 million of the Fund's Notes to Financial Statements (continued) FIRST INVESTORS SPECIAL BOND FUND, INC. June 30, 2005 average daily net assets, declining by .03% on each $250 million thereafter, down to .66% on average daily net assets over $750 million. 5. Restricted Securities--Certain restricted securities are exempt from the registration requirements under Rule 144A of the Securities Act of 1933 and may only be sold to qualified institutional investors. At December 31, 2005, the Fund held fifteen 144A securities with an aggregate value of $2,127,043 representing 11.1% of the Fund's net assets. These securities are valued as set forth in Note 1A. 6. High Yield Credit Risk--The Fund's investment in high yield securities, whether rated or unrated, may be considered speculative and subject to greater market fluctuations and risk of loss of income and principal than lower-yielding, higher-rated, fixed-income securities. The risk of loss due to default by the issuer may be significantly greater for the holders of high-yielding securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer. 7. Tax Components of Capital and Distribution to Shareholders--Distributions to shareholders on a tax basis during the years ended December 31, 2005 and December 31, 2004, were $1,534,143 and $1,654,866, respectively, and consisted entirely of ordinary income. As of December 31, 2005, the components of distributable earnings (deficit) on a tax basis were as follows: Accumulated Total Undistributed Capital Distributable Ordinary Loss Unrealized Earnings Income Carryover Depreciation (Deficit) -------- ----------- ------------ ------------- $154,231 ($7,075,630) ($1,243,398) ($8,164,797) Differences between book distributable earnings and tax distributable earnings consist primarily of post-October losses and amortization of bond premiums and discounts. 8. Fund Reorganization--The shareholders of the Fund approved an Agreement and Plan of Conversion and Termination pursuant to which the Fund would be reorganized into a series of the First Investors Life Series Funds, a newly-established Delaware statutory trust (the "Reorganization"). As part of the Reorganization, the investment objective of the Fund will be classified as non-fundamental, which means the Board of Trustees may change the objective of the Fund without shareholder approval. It is expected that the Reorganization will take effect after the close of business on or about April 28, 2006, although the date may be adjusted in accordance with the Agreement and Plan of Conversion and Termination. Financial Highlights FIRST INVESTORS SPECIAL BOND FUND, INC. The following table sets forth the operating performance data for a share of capital stock outstanding, total return, ratios to average net assets and other supplemental data for each year indicated. - --------------------------------------------------------------------------------------------------------------- Year Ended December 31 ---------------------------------------------------------------------------- 2005 2004 2003 2002 2001 ------------ ------------ ------------ ------------ ------------ Per Share Data - -------------- Net Asset Value, Beginning of Year $ 9.50 $ 9.29 $ 7.90 $ 8.53 $ 9.47 ------------ ------------ ------------ ------------ ------------ Investment Operations: Net investment income .73 .73 .76 .80 .90 Net realized and unrealized gain (loss) on investments (.58) .20 1.41 (.62) (.90) ------------ ------------ ------------ ------------ ------------ Total from Investment Operations .15 .93 2.17 .18 -- ------------ ------------ ------------ ------------ ------------ Less Dividends from Net Investment Income .70 .72 .78 .81 .94 ------------ ------------ ------------ ------------ ------------ Net Asset Value, End of Year $ 8.95 $ 9.50 $ 9.29 $ 7.90 $ 8.53 ============ ============ ============ ============ ============ Total Return + 1.69% 10.38% 28.31% 2.20% (.01%) - ------------ Ratios/Supplemental Data - ------------------------ Net Assets, End of Year (in thousands) $19,203 $21,484 $22,188 $19,457 $22,058 Ratio to Average Net Assets: Expenses .97% .93% .93% .93% .90% Net Investment Income 8.05% 7.79% 8.84% 9.77% 9.80% Portfolio Turnover Rate 28% 31% 23% 18% 35% + The effect of fees and charges incurred at the separate account level are not reflected in these performance figures. See notes to financial statements Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of First Investors Special Bond Fund, Inc. We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of First Investors Special Bond Fund, Inc. as of December 31, 2005, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of First Investors Special Bond Fund, Inc. as of December 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Tait, Weller & Baker LLP Philadelphia, Pennsylvania February 2, 2006 FIRST INVESTORS SPECIAL BOND FUND, INC. Directors and Officers* Position(s) Held with Principal Number of Other Funds and Occupation(s) Portfolios in Trusteeships Name, Year of Birth Length of During Past Fund Complex Directorships and Address Service 5 Years Overseen Held - ------------------- ----------- ------------- ------------- ------------- DISINTERESTED DIRECTORS Robert M. Grohol 1932 Director None/Retired 49 None c/o First Investors since 6/30/00 Management Company, Inc. 95 Wall Street New York, NY 10005 Rex R. Reed 1922 Director None/Retired 49 None c/o First Investors since 3/31/84+ Management Company, Inc. 95 Wall Street New York, NY 10005 Herbert Rubinstein 1921 Director None/Retired 49 None c/o First Investors since 9/20/79+ Management Company, Inc. 95 Wall Street New York, NY 10005 James M. Srygley 1932 Director Owner 49 None c/o First Investors since 1/19/95 Hampton Management Company, Inc. Properties 95 Wall Street New York, NY 10005 Robert F. Wentworth 1929 Director None/Retired 49 None c/o First Investors since 10/15/92 Management Company, Inc. 95 Wall Street New York, NY 10005 * Each Director serves for an indefinite term with the Funds, until his/her successor is elected. ** Ms. Head is an interested director because (a) she indirectly owns more than 5% of the voting stock of the adviser and principal underwriter of the Funds, (b) she is an officer, director and employee of the adviser and principal underwriter of the Funds, and (c) she is an officer of the Funds. Mr. Sullivan is an interested director because he is a director and he indirectly owns securities issued by the adviser and principal underwriter of the Funds. *** Other affiliated companies consist of: First Investors Realty Company, Inc., First Investors Life Insurance Company, First Investors Leverage Corporation, Route 33 Realty Corporation, First Investors Credit Funding Corporation, N.A.K. Realty Corporation, Real Property Development Corporation, First Investors Credit Corporation and First Investors Resources, Inc. + Mr. Reed and Mr. Rubinstein retired effective December 31, 2005. Charles R. Barton, III, Stefan L. Geiringer, and Arthur M. Scutro, Jr., were elected by shareholders as Directors effective January 1, 2006. Position(s) Held with Principal Number of Other Funds and Occupation(s) Portfolios in Trusteeships Name, Year of Birth Length of During Past Fund Complex Directorships and Address Service 5 Years Overseen Held - ------------------- ----------- ------------- ------------- ------------- INTERESTED DIRECTORS** Kathryn S. Head 1955 Director Chairman, President 49 None c/o First Investors since 3/17/94 and Director of Management Company, Inc. First Investors Raritan Plaza I President Consolidated Edison, NJ 08837 since 11/15/01 Corporation; First Investors Chairman Management since 1/1/05 Company, Inc.; Administrative Data Management Corp.; Chairman and Director of First Investors Corporation; First Investors Federal Savings Bank; School Financial Management Services, Inc.; and other affiliated companies*** John T. Sullivan 1932 Director Director of 49 None c/o First Investors since 9/20/79 First Investors Management Company, Inc. Corporation, 95 Wall Street First Investors Consolidated Corporation, First Investors Management Company, Inc., Administrative Data Management Corp., and other affiliated companies*** FIRST INVESTORS SPECIAL BOND FUND, INC. Directors and Officers* (continued) Position(s) Held with Principal Number of Other Funds and Occupation(s) Portfolios in Trusteeships Name, Year of Birth Length of During Past Fund Complex Directorships and Address Service 5 Years Overseen Held - ------------------- ----------- ------------- ------------- ------------- OFFICER(S) WHO ARE NOT DIRECTORS Joseph I. Benedek 1957 Treasurer Treasurer 49 None c/o First Investors since 1988 and Principal Management Company, Inc. Accounting Officer Raritan Plaza I Edison, NJ 08837 Larry R. Lavoie 1947 Chief Compliance General Counsel 49 None c/o First Investors Officer since of First Investors Management Company, Inc. 8/19/04 Corporation 95 Wall Street and its affiliates New York, NY 10005 Director from 9/17/98 to 8/18/04 FIRST INVESTORS SPECIAL BOND FUND, INC. Shareholder Information - ----------------------- Investment Adviser First Investors Management Company, Inc. 95 Wall Street New York, NY 10005 Custodian The Bank of New York One Wall Street New York, NY 10286 Transfer Agent Administrative Data Management Corp. Raritan Plaza I - 8th Floor Edison, NJ 08837-3620 Independent Registered Public Accounting Firm Tait, Weller & Baker LLP 1818 Market Street Philadelphia, PA 19103 Legal Counsel Kirkpatrick & Lockhart Nicholson Graham LLP 1601 K Street, N.W. Washington, DC 20006 It is the Fund's practice to mail only one copy of its annual and semi-annual reports to all family members who reside in the same household. Additional copies of the reports will be mailed if requested by any shareholder in writing or by calling 800-423-4026. The Fund will ensure that separate reports are sent to any shareholder who subsequently changes his or her mailing address. This report is authorized for distribution only to existing shareholders, and, if given to prospective shareholders, must be accompanied or preceded by the Fund's prospectus. The Statement of Additional Information includes additional information about the Fund's directors and is available, without charge, upon request in writing or by calling 800-423-4026. A description of the policies and procedures that the Fund uses to vote proxies relating to its portfolio securities is available, without charge, upon request by calling toll free 800-423-4026 or can be viewed online or downloaded from the EDGAR database on the Securities and Exchange Commission's ("SEC") internet website at http://www.sec.gov. In addition, information regarding how the Fund voted proxies relating to its portfolio securities during the most recent 12-month period ended June 30, is available, without charge, upon request in writing or by calling 800-423-4026 and on the SEC's internet website at http://www.sec.gov. The Fund files its complete schedule of portfolio holdings with the SEC on Form N-Q for the first and third quarters of each fiscal year. The Fund's Form N-Q is available on the SEC's website at http://www.sec.gov; and may also be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330. The schedule of portfolio holdings is available, without charge, upon request in writing or by calling 800-423-4026. NOTES Item 2. Code of Ethics As of December 31, 2005, the Registrant has adopted a code of ethics that applies to the Registrant's President/Principal Executive Officer and Treasurer/Principal Financial Officer. For the year ended December 31, 2005, there were no amendments to a provision of its code of ethics, nor were there any waivers granted from any provision of the code of ethics. A copy of the Registrant's code of ethics is filed under Item 12(a)(1). Item 3. Audit Committee Financial Expert The Registrant's Board has determined that it has at least one "audit committee financial expert" serving on its audit committee. Robert F. Wentworth is the "audit committee financial expert" and is considered to be "independent" as defined in Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services 				 Fiscal Year Ended 				 December 31, 				 ----------------- 				 2005 2004 				 ----	 ---- (a) Audit Fees			$15,500	 $14,900 (b) Audit-Related Fees		$ 0	 $ 0 (c) Tax Fees			$ 2,600 $ 2,500 Nature of fees: tax returns preparation and tax compliance (d) All Other Fees		$ 0	 $ 	 0 (e)(1) Audit committee's pre-approval policies The Charter of the Audit Committee requires the Audit Committee: 	(a)	to pre-approve, and to recommend to the full Board, the selection, retention or termination of the independent auditors to provide audit, review or attest services to the Funds and, in connection therewith, evaluate the independence of the auditors and to obtain the auditors' specific representations as to their independence; 	(b)	to pre-approve all non-audit services to be provided to the Funds by the independent auditor; 	(c)	to pre-approve all non-audit services to be provided by the Funds' independent auditor to the Funds' investment adviser or to any entity that controls, is controlled by or is under common control with the Funds investment adviser ("adviser affiliate") and that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds; 	(d)	to establish, if deemed necessary or appropriate as an alternative to Audit Committee pre-approval of services to be provided by the independent auditor as required by paragraphs (b) and (c) above, policies and procedures to permit such services to be pre-approved by other means, such as by action of a designated member and members of the Audit Committee, subject to subsequent Committee review and oversight; 	(e)	to consider whether the non-audit services provided by the Funds' independent auditors to the Funds' investment adviser or any adviser affiliate that provides ongoing services to the Funds, which services were not pre-approved by the Audit Committee, are compatible with maintaining the auditors' independence; 	(f)	to review and approve the fees proposed to be charged to the Funds by the auditors for each audit and non-audit service; (e)(2) None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Registrant and Related Entities disclosed above were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit review or attest services, if certain conditions are satisfied). (f) Not Applicable (g) Aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant and the Registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for the two fiscal years ended December 31, 2005 and 2004 were $68,000 and $66,500, respectively. (h) Not Applicable Item 5. Audit Committee of Listed Registrant 	 	 Not applicable Item 6. Schedule of Investments 		 Schedule is included as part of the report to 		 stockholders filed under Item 1 of this Form. Item 7. Disclosure of Proxy Voting Policies & Procedures for Closed-End Management Investment Companies 		 Not applicable Item 8. Portfolio Managers of Closed-End Management Investment Companies 		 Not applicable Item 9. Purchases of Equity Securities by Closed-End Management 	 Investment Companies and Affiliated Purchasers 		 Not applicable Item 10. Submission of Matters to a Vote of Security Holders There were no material changes to the procedure by which shareholders may recommend nominees to the Registrant's Board of Directors. Item 11. Controls and Procedures (a)	The Registrant's Principal Executive Officer and Principal Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective, based on their evaluation of these disclosure controls and procedures as of a date within 90 days of the filing date of this report. (b)	There were no changes in the Registrant's internal controls over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting. Item 12. Exhibits (a)(1)	Code of Ethics - Filed herewith (a)(2)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act 	of 2002 - Filed herewith (b)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act 	of 2002 - Filed herewith SIGNATURES 	Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. First Investors Special Bond Fund, Inc. (Registrant) By /S/ KATHRYN S. HEAD 	 Kathryn S. Head 	 President and Principal Executive Officer Date: March 10, 2006 	Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. First Investors Special Bond Fund, Inc. (Registrant) By /S/ JOSEPH I. BENEDEK 	 Joseph I. Benedek 	 Treasurer and Principal Financial Officer Date: March 10, 2006