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 811-4181 FIRST INVESTORS U.S. GOVERNMENT PLUS FUND (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. 581 Main Street Woodbridge, NJ 07095 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, 2004 DATE OF REPORTING PERIOD: JUNE 30, 2004 Item 1. Reports to Stockholders 		The Semi-Annual Report to Stockholders follows The words "First Investors" in a box across the top of the page. FIRST INVESTORS U.S. GOVERNMENT PLUS FUND SEMI-ANNUAL REPORT June 30, 2004 First Investors Logo The words "A MEMBER OF THE FIRST INVESTORS FINANCIAL NETWORK" under the First Investors logo. F16146 Portfolio of Investments FIRST INVESTORS U.S. GOVERNMENT PLUS FUND -- 1st FUND June 30, 2004 - ------------------------------------------------------------------------------------------------------- Amount Principal Invested Amount For Each or $10,000 of Shares Security Value Net Assets - ------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT SECURITIES--92.7% $850M Treasury STRIPS, due 11/15/2004 (cost $819,370) $845,374 $9,269 - ------------------------------------------------------------------------------------------------------- COMMON STOCKS--2.5% Consumer Discretionary--.5% 150 Movie Gallery, Inc. 2,933 32 100 Pier 1 Imports, Inc. 1,769 20 - ------------------------------------------------------------------------------------------------------- 4,702 52 - ------------------------------------------------------------------------------------------------------- Consumer Staples--.3% 100 * Chiquita Brands International, Inc. 2,092 23 100 * Pathmark Stores, Inc. 762 8 - ------------------------------------------------------------------------------------------------------- 2,854 31 - ------------------------------------------------------------------------------------------------------- Health Care--1.0% 150 * Centene Corporation 5,782 63 200 * Province Healthcare Company 3,430 37 - ------------------------------------------------------------------------------------------------------- 9,212 100 - ------------------------------------------------------------------------------------------------------- Industrials--.3% 100 * Mobile Mini, Inc. 2,841 31 - ------------------------------------------------------------------------------------------------------- Information Technology--.4% 100 * Manhattan Associates, Inc. 3,088 35 - ------------------------------------------------------------------------------------------------------- Total Value of Common Stocks (cost $14,548) 22,697 249 - ------------------------------------------------------------------------------------------------------- Total Value of Investments (cost $833,918) 95.2% 868,071 9,518 Other Assets, Less Liabilities 4.8 43,932 482 - ------------------------------------------------------------------------------------------------------- Net Assets 100.0% $912,003 $10,000 ======================================================================================================= * Non-income producing See notes to financial statements Statement of Assets and Liabilities FIRST INVESTORS U.S. GOVERNMENT PLUS FUND -- 1st FUND June 30, 2004 - ------------------------------------------------------------------------------------------------- Assets Investments in securities: At identified cost $ 833,918 =========== At value (Note 1A) $868,071 Cash 42,842 Other assets 2,793 ----------- Total Assets 913,706 ----------- Liabilities Accrued professional fees 860 Accrued reports to shareholders 208 Accrued shareholder servicing costs 152 Accrued expenses 483 ----------- Total Liabilities 1,703 ----------- Net Assets $ 912,003 =========== Net Assets Consist of: Capital paid in $ 839,788 Undistributed net investment income 36,114 Accumulated net realized gain on investment transactions 1,948 Net unrealized appreciation in value of investments 34,153 ----------- Total $ 912,003 =========== Shares of beneficial interest outstanding (Note 3) 114,494 =========== Net Asset Value and Redemption Price Per Share (Net assets divided by shares of beneficial interest outstanding) $7.97 ===== Maximum Offering Price Per Share (Net asset value /.92) $8.66 ===== See notes to financial statements Statement of Operations FIRST INVESTORS U.S. GOVERNMENT PLUS FUND -- 1st FUND Six Months Ended June 30, 2004 - ------------------------------------------------------------------------------------------------- Investment Income Income: Interest $ 41,165 Dividends 27 ----------- Total income 41,192 ----------- Expenses (Notes 1 and 4): Advisory fee 4,615 Professional fees 4,480 Shareholder servicing costs 947 Registration fees 931 Reports to shareholders 537 Custodian fees 300 Trustees' fees 18 Other expenses 1,321 ----------- Total expenses 13,149 Less: Expenses waived or assumed (7,991) Custodian fees paid indirectly (80) ----------- Net expenses 5,078 ----------- Net investment income 36,114 ----------- Realized and Unrealized Gain (Loss) on Investments (Note 2): Net realized gain on investments 1,948 Net unrealized depreciation of investments (36,428) ----------- Net loss on investments (34,480) ----------- Net Increase in Net Assets Resulting from Operations $ 1,634 =========== See notes to financial statements Statement of Changes in Net Assets FIRST INVESTORS U.S. GOVERNMENT PLUS FUND -- 1st FUND - ------------------------------------------------------------------------------------------------- 1/1/2004 to 1/1/2003 to 6/30/2004 12/31/2003 - ------------------------------------------------------------------------------------------------- Increase (Decrease) in Net Assets from Operations Net investment income $ 36,114 $ 71,592 Net realized gain on investments 1,948 10,876 Net unrealized depreciation of investments (36,428) (68,183) ---------- ---------- Net increase in net assets resulting from operations 1,634 14,285 ---------- ---------- Distributions to Shareholders Net investment income -- (71,594) Net realized gains -- (10,933) ---------- ---------- Total distributions -- (82,527) ---------- ---------- Trust Share Transactions * Reinvestment of distributions -- 81,937 Cost of shares redeemed (30,602) (90,211) ---------- ---------- Net decrease from trust share transactions (30,602) (8,274) ---------- ---------- Net decrease in net assets (28,968) (76,516) Net Assets Beginning of period 940,971 1,017,487 ---------- ---------- End of period (includes undistributed net investment income of $36,114 and $0, respectively $912,003 $940,971 ========== ========== * Trust Shares Issued and Redeemed Issued for distributions reinvested -- 10,307 Redeemed (3,847) (10,404) ---------- ---------- Net decrease in trust shares outstanding (3,847) (97) ========== ========== See notes to financial statements Notes to Financial Statements FIRST INVESTORS U.S. GOVERNMENT PLUS FUND -- 1ST FUND June 30, 2004 1. Significant Accounting Policies -- First Investors U.S. Government Plus Fund (the "Trust") is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940 (the "1940 Act") as a diversified open-end management investment company. The Trust operates as a series fund, currently issuing shares of beneficial interest of the 1st Fund (the "Fund") only. The Fund's objective is first to generate income, and, to a lesser extent, achieve long-term capital appreciation. 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. Securities which have no sales on a particular day and securities traded in the over-the-counter market are valued at the mean between the closing bid and asked prices. The Treasury STRIPS in which the Fund invests are traded primarily in the over-the-counter market. Such securities 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 Trust's Board of Trustees (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. 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. 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 the Fund from all, or substantially all, federal income taxes. C. Distributions to Shareholders -- Distributions to shareholders are generally 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 post-October capital losses. D. Security Transactions and Investment Income -- 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 common stocks and the amortized cost basis for Treasury STRIPS for both financial statement and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Interest income (consisting of accreted discount) and estimated expenses are accrued daily. For the six months ended June 30, 2004, the Fund's custodian has provided credits in the amount of $80 against custodian charges based on the uninvested cash balances of the Fund. E. 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. Notes to Financial Statements (continued) FIRST INVESTORS U.S. GOVERNMENT PLUS FUND -- 1ST FUND June 30, 2004 2. Security Transactions -- For the six months ended June 30, 2004, purchases and sales of securities and long-term U.S. Government Obligations, excluding short-term notes, were as follows: Long-Term Securities U.S. Government Obligations ---------- --------------------------- Purchases $ -- $ -- Proceeds of sales 1,849 49,695 At June 30, 2004, the cost of investments for federal income tax purposes was $833,918. Accumulated net unrealized appreciation on investments was $34,153, consisting of $35,159 gross unrealized appreciation and $1,006 gross unrealized depreciation. 3. Trust Shares -- The Declaration of Trust permits the Trust to issue an unlimited number of no par value shares of beneficial interest of the fund. 4. Advisory Fee and Other Transactions With Affiliates -- Certain officers and trustees of the Trust are officers and directors of its investment adviser, First Investors Management Company, Inc. ("FIMCO"), its underwriter, First Investors Corporation ("FIC"), its transfer agent, Administrative Data Management Corp. ("ADM") and/or First Investors Federal Savings Bank ("FIFSB"), custodian of the Trust's individual retirement accounts ("IRA"). Trustees of the Trust who are not "interested persons" of the Trust as defined in the 1940 Act are remunerated by the Fund. For the six months ended June 30, 2004, total trustees fees accrued by the Fund amounted to $18. The Investment Advisory Agreement provides as compensation to FIMCO, an annual fee, payable monthly, at the rate of 1% of the first $200 million of the Fund's average daily net assets, .75% on the next $300 million, declining by .03% on each $250 million thereafter, down to .66% on average daily net assets over $1 billion. For the six months ended June 30, 2004, FIMCO has voluntarily waived $7,991 in advisory fees to limit the Fund's overall expense ratio to 1.10%. For the six months ended June 30, 2004, shareholder servicing costs included $632 in transfer agent fees paid to ADM and $235 in retirement accounts custodian fees paid to FIFSB. Financial Highlights FIRST INVESTORS U.S. GOVERNMENT PLUS FUND - 1st FUND The following table sets forth the operating performance data for a share of beneficial interest outstanding, total return, ratios to average net assets and other supplemental data for each period indicated. ----------------------------------------------------- Year Ended December 31 1/1/04 to ----------------------------------------------------- 6/30/04 2003 2002 2001 2000 1999 -------- -------- -------- -------- -------- --------- Per Share Data - -------------- Net Asset Value, Beginning of Period $ 7.95 $ 8.59 $ 8.97 $ 9.06 $ 8.88 $10.23 ======== ======== ======== ======== ======== ========= Income from Investment Operations: Net Investment Income .315 .663 .695 .682 .680 .681 Net Realized and Unrealized Gain (Loss) on Investments (.295) (.539) (.098) .002 .317 (1.205) -------- -------- -------- -------- -------- --------- Total from Investment Operations .020 .124 .597 .684 .997 (.524) -------- -------- -------- -------- -------- --------- Less Distributions from: Net Investment Income -- .663 .695 .682 .681 .681 Net Realized Gains -- .101 .282 .092 .136 .145 -------- -------- -------- -------- -------- --------- Total Distributions -- .764 .977 .774 .817 .826 -------- -------- -------- -------- -------- --------- Net Asset Value, End of Period $ 7.97 $ 7.95 $ 8.59 $ 8.97 $ 9.06 $ 8.88 ======== ======== ======== ======== ======== ========= Total Return (%)+ .25 1.44 6.65 7.55 11.22 (5.12) - ----------------- Ratios/Supplemental Data - ------------------------ Net Assets, End of Period (in thousands) $912 $941 $1,017 $1,098 $1,093 $1,090 Ratio to Average Net Assets (%)*: Expenses 1.10(a) 1.10 1.10 1.10 1.10 1.10 Net Investment Income 7.83(a) 7.32 7.08 7.04 7.18 6.65 Ratio to Average Net Assets Before Expenses Waived or Assumed (%): Expenses 2.86(a) 2.45 2.61 2.24 2.26 2.08 Net Investment Income 6.07(a) 5.97 5.57 5.90 6.02 5.67 Portfolio Turnover Rate (%) 0 0 2 0 0 1 + Calculated without sales charges * Net of expenses waived or assumed (Note 4) (a) Annualized See notes to financial statements Report of Independent Registered Public Accounting Firm To the Shareholders and Trustees of First Investors U.S. Government Plus Fund -- 1st Fund We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of the 1st Fund of First Investors U.S. Government Plus Fund as of June 30, 2004, and the related statement of operations, the statement of changes in net assets, and the financial highlights for each of the periods indicated thereon. These financial statements and financial highlights are the responsibility of the Trust'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. 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 June 30, 2004, 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 the 1st Fund of First Investors U.S. Government Plus Fund as of June 30, 2004, and the results of its operations, changes in its net assets and financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. Tait, Weller & Baker Philadelphia, Pennsylvania August 2, 2004 FIRST INVESTORS U.S. GOVERNMENT PLUS FUND Trustees - -------- Robert M. Grohol Glenn O. Head Kathryn S. Head Larry R. Lavoie Rex R. Reed Herbert Rubinstein James M. Srygley John T. Sullivan Robert F. Wentworth Officers - -------- Kathryn S. Head President Joseph I. Benedek Treasurer Mark S. Spencer Assistant Treasurer Carol Lerner Brown Assistant Secretary FIRST INVESTORS U.S. GOVERNMENT PLUS FUND Shareholder Information - ----------------------- Investment Advisor First Investors Management Company, Inc. 95 Wall Street New York, NY 10005 Underwriter First Investors Corporation 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. 581 Main Street Woodbridge, NJ 07095-1198 Legal Counsel Kirkpatrick & Lockhart LLP 1800 Massachusetts Avenue, N.W. Washington, DC 20036 Auditors Tait, Weller & Baker 1818 Market Street Philadelphia, PA 19103 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 Trust's trustees 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 1-800-423-4026 or can be viewed online or downloaded from the EDGAR database on the SEC's internet website at http://www.sec.gov. In addition, commencing on August 31, 2004, information regarding how the Fund voted proxies relating to its portfolio securities during the most recent 12-month period ended June 30, will be available, without charge, upon request by calling 1-800-423-4026 and on the SEC's internet website at http://www.sec.gov. Item 2. Code of Ethics The Registrant's Board of Directors/Trustees ("Board") has adopted a Code of Ethics that applies to the First Investors Funds' ("Funds") principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Funds or a third party. The Code of Ethics is attached to this report as Exhibit A. During the period of the report, there have been no amendments to the Code of Ethics or waivers, implicit or otherwise, from its provisions. Item 3. Audit Committee Financial Expert 		 Not applicable to Semi-Annual Report Item 4. Principal Accountant Fees and Services 		 Not applicable to Semi-Annual Report Item 5. Audit Committee of Listed Registrants 		 Not applicable to Semi-Annual Report Item 6. Schedule of Investments 		 Schedule is included as part of the report to 		 shareholders filed under Item 1 of this Form. Item 7. Disclosure of Proxy Voting Policies & Procedures for Closed-End Management Investment Companies 		 Not applicable to the Registrant Item 8. Purchases of Equity Securities by Closed-End Management 	 Investment Companies and Affiliated Purchasers 		 Not applicable to the Registrant Item 9. Submission of Matters to a Vote of Security Holders 	 	 Not applicable to the Registrant for this filing Item 10. 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 significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 11. Exhibits (a)	Code of Ethics - Filed herewith (b)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act 	of 2002 - Filed herewith (c)	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 U.S. Government Plus Fund (Registrant) By /S/ KATHRYN S. HEAD 	 Kathryn S. Head 	 President and Principal Executive Officer Date: September 8, 2004 	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 U.S. Government Plus Fund (Registrant) By /S/ JOSEPH I. BENEDEK 	 Joseph I. Benedek 	 Treasurer and Principal Financial Officer Date: September 8, 2004