COVA VARIABLE LIFE ACCOUNT ONE
497, 1998-01-22
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                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                         COVA VARIABLE LIFE ACCOUNT ONE

                          Supplement dated November 3,
                    1997 to Prospectus dated May 14, 1997, as
                            amended November 3, 1997

This  supplement  should  be  attached  to your copy of the  Prospectus  for the
variable life policies issued by Cova Financial  Services Life Insurance Company
("Cova Life") and Cova Variable Life Account One ("Variable Account One").

Growth and Income Portfolio Substitution
The  purpose of this  supplement  is to notify you of a proposal  to  substitute
shares of the Lord  Abbett  Growth and Income  Portfolio  of Cova  Series  Trust
("Cova  Trust")  for shares of the Growth and Income  Portfolio  of Lord  Abbett
Series Fund,  Inc.  ("Lord  Abbett  Fund") held by Variable  Account One to fund
certain variable insurance policies ("Policies") issued by Cova Life.

Cova Life will file an application  with the Securities and Exchange  Commission
("Commission")  requesting an order approving the  Substitution.  Upon obtaining
the order from the  Commission  approving the  Substitution,  and subject to any
prior approval by applicable state insurance authorities, Cova Life and Variable
Account One propose to effect the Substitution as soon as is practical.

A Policy  owner,  prior to the date of  Substitution,  may  transfer  his or her
Growth and Income Sub-Account Value to any other sub-account of Variable Account
One without any  limitation  or charge being  imposed.  Moreover,  following the
Substitution  for a period of 30 days, Cova Life will permit  transfers from the
Lord Abbett Growth and Income  Sub-Account to any other  sub-account of Variable
Account One available  under your Policy  without any limitation or charge being
imposed. After the 30 days, any transfers from the Lord Abbett Growth and Income
Sub-Account will be subject to the restrictions described in the Prospectus.

A complete  list of all  available  Portfolios  in which  Variable  Account  One
invests is set forth in the  Prospectus.  You may obtain a Prospectus by writing
or calling Cova Life at the address or telephone number set forth below.

Cova Life will effect the  Substitution  by  simultaneously  placing an order to
redeem the shares of the Growth and Income  Portfolio  and an order to  purchase
shares of the Lord Abbett Growth and Income Portfolio.

Cova Life will bear the expenses  attributable  to the  Substitution.  Cova Life
will send affected Owners a notice within five days after the Substitution.

                        CUSTOMER SERVICE: (800) 343-8496
            Issued by: Cova Financial Services Life Insurance Company
                     Distributed by: Cova Life Sales Company
                           One Tower Lane, Suite 3000
                      Oakbrook Terrace, Illinois 60181-4644

                                COVA SERIES TRUST
                        Supplement dated November 3, 1997
                   to Prospectus dated May 1, 1997, as amended
                                September 8, 1997

The first paragraph under "Public Fund Performance" on page 25 of the Prospectus
and the Performance Recap are amended as follows:

The Mid-Cap  Value,  Large Cap Research and  Developing  Growth  Portfolios  are
commencing regular  investment  operations as of the date of this Supplement and
are now available for new sales.

CL-3032 (12/97)






THE MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE POLICY

issued by

COVA VARIABLE LIFE ACCOUNT ONE

AND

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

This prospectus  describes the Modified  Single Premium  Variable Life Insurance
Policy  (Policy)  offered by Cova  Financial  Services  Life  Insurance  Company
(Cova).

The Policy has been designed to be used for estate and  retirement  planning and
other insurance needs of individuals.

The Policy  offers you eleven  (11)  investment  portfolios  listed  below.  The
investment  portfolios  are part of Cova Series Trust,  Lord Abbett Series Fund,
Inc. and General American Capital Company.  When you buy a Policy,  you bear the
complete  investment risk. Your Account Value and, under certain  circumstances,
the death  benefit  under the Policy may increase or decrease or the duration of
the  death  benefit  may vary  depending  on the  investment  experience  of the
investment portfolio(s) you select.

  COVA SERIES TRUST:

       MANAGED BY J.P. MORGAN
       INVESTMENT MANAGEMENT INC.
           Select Equity
           Small Cap Stock
           Large Cap Stock
           International Equity
           Quality Bond

       MANAGED BY LORD, ABBETT & CO.
           Bond Debenture
           Mid-Cap Value
           Large Cap Research
           Developing Growth

  LORD ABBETT SERIES FUND, INC.:

       MANAGED BY LORD, ABBETT & CO.
           Growth and Income

  GENERAL AMERICAN CAPITAL COMPANY:

       MANAGED BY CONNING ASSET
       MANAGEMENT COMPANY

           Money Market

Please  read this  prospectus  before  investing  and keep it on file for future
reference.  It contains  important  information  about the Cova Modified  Single
Premium Variable Life Insurance Policy.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE PRODUCTS  DESCRIBED  HEREIN ARE NOT DEPOSITS OF, OR  GUARANTEED BY ANY BANK,
NOR INSURED BY THE FEDERAL DEPOSIT  INSURANCE  CORPORATION,  THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY,  AND ARE SUBJECT TO INVESTMENT  RISKS,  INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

May 14, 1997, as amended November 3, 1997.



TABLE OF CONTENTS                                         Page

  SPECIAL TERMS                                           

  SUMMARY                                                 

  PART I                                                  

  1. THE VARIABLE LIFE INSURANCE POLICY                   

  2. PURCHASES                                            
     Premiums                                             
     Application for a Policy                             
     Allocation of Premiums                               
     Grace Period                                         
     Accumulation Unit Values                             

  3. INVESTMENT OPTIONS                                   
     Cova Series Trust                                    
     Lord Abbett Series Fund, Inc.                        
     General American Capital Company                     
     Transfers                                            
     Dollar Cost Averaging Program                        
     Automatic Rebalancing Program                        
     Approved Asset Allocation Program                    
     Substitution                                         

  4. EXPENSES                                             
     Insurance Charges                                    
        Mortality and Expense Risk Charge                 
        Administrative Charge                             
        Tax Expense Charge                                
        Cost of Insurance Charge                          
     Annual Policy Maintenance Fee                        
     Annual Withdrawal Amount                             
     Surrender Charge                                     
     Nursing Home Waiver                                  
     Deferred Premium Tax Charge                          
     Transfer Fee                                         
     Taxes                                                
     Investment Portfolio Expenses                        

  5. DEATH BENEFIT                                        
     Accelerated Death Benefit                            
     Joint Lives                                          

  6. TAXES                                                
     Life Insurance in General                            
     Taking Money Out of Your Policy                      
     Diversification                                      

  7. ACCESS TO YOUR MONEY                                 
     Loans                                                
        Loan Amount                                       
        Loan Account                                      
        Loan Interest                                       
        Interest Credited                                  
        Preferred Loan                                   
        Effect of Loan                                   
        Loan Repayments                                  
      Total Surrender                                     
      Partial Surrenders                                  
      Termination of the Policy                           
      Reinstatement                                       

 8. OTHER INFORMATION                                     
      Cova                                                
      The Separate Account                                
      Distributor                                         
      Suspension of Payments or Transfers                 
      Ownership                                           
         Owner                                            
         Joint Owner                                      
         Beneficiary                                      
         Assignment                                       

 PART II                                                  

      The Company                                         
      Executive Officers and Directors of Cova            
      Voting                                              
         Disregard of Voting Instructions                 
      The Separate Account                                
      Legal Opinions                                      
      Reduction or Elimination of Surrender Charge        
      Misstatement of Age or Sex                          
      Cova's Right to Contest                             
      Settlement Options                                  
      Tax Status                                          
         Introduction                                     
         Diversification                                  
         Tax Treatment of the Policy                      
         Policy Proceeds                                  
         Joint Lives                                      
         Tax Treatment of Loans and Surrenders            
         Multiple Policies                                
         Tax Treatment of Assignments                     
         Qualified Plans                                  
      Income Tax Withholding                              
      Reports to Owners                                   
      Legal Proceedings                                   
      Experts                                             
      Financial Statements                                

 APPENDIX A

 Illustration of Policy Values                            





SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the Policy, however,  certain technical words or
terms are  unavoidable.  We have  identified  some of those words or terms.  For
several of these terms we have  provided a  definition.  For the  remainder,  we
believe that you will find an adequate  discussion in the text. For those terms,
we have  identified  them in the  text in  italic  and the page  number  that is
indicated  here is where we believe you will find the best  explanation  for the
word or term.

ACCOUNT  VALUE -- The total value of your Policy.  It is equal to the sum of the
Policy  values  allocated to the  investment  portfolios  and the Policy  values
allocated to the loan account.

ACCUMULATION  UNIT -- An  accounting  unit used to calculate  Policy values when
they are allocated to the investment portfolios.

CASH VALUE -- Your Policy's Account Value less any surrender charge and less any
deferred premium tax charge and less any policy maintenance fee.

CASH SURRENDER VALUE -- Your Policy's Cash Value less any outstanding  loans and
accrued loan interest.

COVERAGE  AMOUNT  -- It is the  difference  between  the death  benefit  and the
Account Value.

FACE AMOUNT -- The amount of coverage that you have chosen (unless later reduced
by a partial surrender) and which will be used to determine the death benefit.

MAXIMUM  PREMIUM  LIMIT -- This is the maximum  amount of premium that Cova will
accept  under a Policy.  We can also  refer to this as MPL.  Cova's MPL has been
designed not to exceed the maximum  premium  allowed under the Internal  Revenue
Code for a specified Face Amount of insurance for a given age.

POLICY DATE, POLICY ANNIVERSARY,  POLICY YEAR -- The Policy Date is the day your
premium was initially invested in the Money Market Portfolio which may be before
we actually issue the Policy. It is the date from which Policy Anniversaries and
Policy Years are determined.

                                                          Page

Annual Withdrawal Amount                                  
Beneficiary                                               
Business Day                                              
Death Benefit                                             
Insured                                                   
Investment Portfolio                                      
Issue Date                                                
Joint Owner                                               
Loan Account                                              
Monthly Deduction                                         
Owner                                                     
Net Death Benefit or Death Proceeds                       
Premium                                                   
Processing Date                                           
Right to Examine Period                                   
Surrender Charge                                          





SUMMARY

The prospectus is divided into three sections:  Summary, Part I and Part II. The
sections in this  Summary  correspond  to sections in Part I of this  prospectus
which  discuss the topics in more  detail.  Even more  detailed  information  is
contained in Part II.

1.   THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance  policy  offered by Cova is a contract  between you,
the owner, and Cova, an insurance company.

The  Policy  provides  for the  payment  of  death  proceeds  to  your  selected
beneficiary  upon the death of the insured  which are free from  federal  income
taxes.  The Policy can be used as part of your  estate  planning  or to save for
retirement.  The insured is the person  whose life is insured  under the Policy.
The insured can be the same as the owner but does not have to be.

You can choose among eleven (11) investment  portfolios which are listed in Item
3. The  investment  portfolios are the investment  options  available  under the
Policy.  You can  allocate  your  unloaned  Account  Value  to any or all of the
investment  portfolios.  You can transfer between investment portfolios up to 12
times a year without  charge and without  being taxed.  If you make more than 12
transfers  in a  year,  we  will  charge  $25 or 2% of the  amount  transferred,
whichever is less.  While the Policy is in force,  the Account Value and,  under
certain circumstances, the death benefit, will vary, up or down, or the duration
of the death benefit may vary with the investment  performance of the investment
portfolios you choose.  You are not taxed on the earnings until you surrender or
borrow from your Policy.

2.   PURCHASES

You can buy the Policy with a single premium and, under certain conditions,  you
can make additional premiums.  Your registered  representative can help you fill
out the proper forms.  The minimum  initial  premium we will accept is generally
$10,000.  There is no minimum  required for additional  premiums.  However,  the
total of all premiums  paid will be limited to that which is required to qualify
the Policy as life insurance  under the Internal  Revenue Code. We call this the
Maximum  Premium  Limit.  We may also require  additional  information.  In some
circumstances, the insured may be required to provide us with medical records or
a complete paramedical examination.

3.   INVESTMENT OPTIONS

You can put your money in any or all of these  investment  portfolios  which are
described in the prospectuses for the funds:

MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT INC.
  Select Equity
  Small Cap Stock
  Large Cap Stock
  International Equity
  Quality Bond

MANAGED BY LORD, ABBETT & CO.
  Bond Debenture
  Growth and Income
  Mid-Cap Value
  Large Cap Research
  Developing Growth

MANAGED BY CONNING ASSET MANAGEMENT COMPANY
  Money Market

Depending  upon  market  conditions,  you can make or lose money in any of these
investment portfolios.

4.   EXPENSES

The Policy has both insurance  features and investment  features,  and there are
costs related to each that reduce the return on your investment.

Each year Cova deducts a $30 policy maintenance fee from your Policy.  Cova will
not deduct this charge if the Account  Value of your Policy is at least  $50,000
at the time the  deduction  is to be made.  If you make a complete  surrender of
your Policy,  the policy  maintenance  fee will be deducted,  regardless of your
Account Value at that time.

Cova also deducts insurance charges on a monthly basis. For the first ten years,
the total charges are equal,  on an annual basis,  to 1.70% of the value of your
Policy,  with 1/12 of that amount  charged  monthly.  After the tenth year,  the
total for insurance charges is 1.15% annually,  with 1/12 of that amount charged
monthly.

Each month Cova will also  deduct an  additional  insurance  charge to cover the
cost of  insurance.  This  charge  will  depend  upon  the sex,  age and  rating
classification  of the insured and whether your initial  premium was 100% of the
Maximum Premium Limit.

There are also daily  investment  charges which apply to the average daily value
of the investment  portfolio and vary  depending upon the investment  portfolio.
These annual charges range from .205% to 1.10%.

If you take out  more  than the  annual  withdrawal  amount,  Cova may  assess a
surrender charge which ranges from 7.5% of the premium  surrendered in the first
year to 0% in the tenth year.  Each year you may  withdraw up to that sum of the
excess of your Account Value over  premiums paid which have not been  previously
surrendered;  plus 10% of premiums without  incurring this surrender  charge. We
call this amount the annual withdrawal amount. If you take your money out before
the tenth year,  Cova will assess a deferred  premium tax charge which  declines
from 2.25% of  premium  surrendered  in the first year to 0% in the tenth  year.
After the tenth year there is no surrender  charge or deferred  premium tax when
you withdraw your money.

Your Policy could lapse if your Cash Surrender  Value is  insufficient  to cover
any charges due.

5.   DEATH BENEFIT/DEATH PROCEEDS

The Policy provides for a Face Amount of insurance. The actual amount payable to
your  beneficiary is the death benefit less any loans plus accrued loan interest
under the  Policy.  This  amount is called  the death  proceeds.  It may also be
called the net death benefit.

The  death  benefit  will be the  greater  of (1) your  Face  Amount or (2) your
Account Value multiplied by a specified  percentage.  These  percentages vary by
the age of the insured and are shown in your  Policy.  Therefore,  increases  in
your Account Value may increase the death  benefit.  A decrease in Account Value
may decrease the death  benefit,  but the death  benefit will never be less than
the Face  Amount (so long as the  Policy  remains  in  force).  Also,  a partial
surrender  will  reduce the Face  Amount in the same  proportion  as the Account
Value was reduced.

All or part of the death proceeds may be paid in a lump sum or applied under one
of the Settlement Options contained in the Policy.

The Policy is offered on a single life or on a "joint life" basis.  Under "joint
life" coverage, death proceeds are paid after the second insured's death.

At the time of application for a Policy,  you designate a beneficiary who is the
person or persons  who will  receive  the death  proceeds.  You can change  your
beneficiary  unless  you  have  designated  an  irrevocable   beneficiary.   The
beneficiary does not have to be a natural person.

6.   TAXES

Your earnings are not taxed until you take them out. In most cases,  your Policy
will be a modified  endowment  contract  unless it was  exchanged for a contract
issued before June 21, 1988. Money taken out of a modified endowment contract is
considered to come from earnings first and is taxed as income.  Also, if you are
younger  than 59-1/2  when you take money out,  you may be charged a 10% federal
tax  penalty  on the  earnings  withdrawn.  Death  proceeds  are  paid  to  your
beneficiary tax free.

7.   ACCESS TO YOUR MONEY

Under the Policy you have  access to a portion of your  Account  Value  equal to
earnings  without charge.  You may also withdraw up to 10% of premium each year,
without incurring the surrender charge. Premiums withdrawn in excess of this 10%
will incur a surrender  charge  during the first 10 years.  However,  a deferred
premium tax charge will be assessed on all premiums surrendered during the first
ten years. The minimum partial surrender that you can make is $500. You can also
borrow some of your Cash Value. The minimum loan amount is $500.

8.   OTHER INFORMATION

RIGHT TO EXAMINE
If you cancel  your  Policy  within ten days after you  receive it (or  whatever
period is required in your state),  we will return to you the greater of (1) the
premium(s)  you  paid or (2) your  Account  Value  on the day we,  or the  agent
through whom it was purchased,  received the returned  Policy.  Until the end of
the time you are allowed to examine your Policy (10 days or the required  period
in your  state) plus five days,  your  premium  will remain in the Money  Market
Portfolio. After that, we will invest your Account Value as you requested.

WHO SHOULD PURCHASE THE POLICY?
The Policy is  designed  for an  individual  who wants to:

*    create or conserve his/her estate;

*    supplement retirement income; and

*    retain access to cash through loans and surrenders.

If you  currently  own a  variable  life  insurance  policy  on the  life of the
insured,  you should consider whether the purchase of the Policy is appropriate.
Also, you should carefully consider whether the Policy should be used to replace
an existing Policy on the life of an insured.

Cova will not issue a Policy on insureds older than 90.

Additional Features

*    You can arrange to have a regular amount of money automatically invested in
     selected investment portfolios each month, theoretically giving you a lower
     average cost per unit over time than a single one time purchase. The amount
     you  selected  will be  placed in the Money  Market  Portfolio  and will be
     transferred to the selected  investment  portfolios  monthly.  We call this
     feature  Dollar  Cost  Averaging.  There is no  additional  charge for this
     feature.

*    You can arrange to  automatically  readjust  your  unloaned  Account  Value
     between  investment  portfolios  periodically  to keep the  allocation  you
     select. We call this feature Automatic Rebalancing.  There is no additional
     charge for this feature.

*    In the event the insured is  terminally  ill, you can request to receive up
     to 50% of the  death  benefit  up to a  maximum  of  $500,000.  If you have
     selected the Joint Life option, the provision will only be available on the
     second  life  after  the  death of the  first.  We call  this  feature  the
     Accelerated Death Benefit. There is no additional charge for this feature.

*    If you or the joint owner are  confined  in a  qualifying  facility  for 90
     consecutive  days or more and if the  confinement  begins  after  the first
     Policy Year, you can make a full or partial surrender and we will waive the
     surrender charge. We call this feature the Nursing Home Waiver. There is no
     additional charge for this feature.

*    You can elect to have the death benefit  payable upon the death of a second
     person.  This benefit is written on spouses  only.  We call this option the
     Joint Life Option.

These features may not be available in your state.  They may not be suitable for
your particular situation.

9.   INQUIRIES

If you need more information, please contact us at:

   Cova Life Sales Company
   One Tower Lane, Suite 3000
   Oakbrook Terrace, IL 60181
   800-523-1661

If you need Policy owner service (such as changes in Policy information, inquiry
into Policy values, or to make a loan), please contact us at:

   Cova Financial Services Life Insurance Company
   P.O. Box 10366
   Des Moines, IA 50306
   515-243-5834
   800-343-8496

PART I

1.   THE VARIABLE LIFE INSURANCE POLICY

This variable life insurance  policy is a contract  between you, the owner,  and
Cova,  an  insurance  company.  This kind of policy  is most  commonly  used for
retirement and/or estate planning.

During the insured's  lifetime,  you can select among the investment  portfolios
offered in the Policy.  (There are currently  eleven (11) investment  portfolios
offered.  They are  listed in Item 3.) You can  transfer  between  them up to 12
times a year without  charge.  The Account Value and, under some  circumstances,
the death  benefit will go up or down or the  duration of the death  benefit may
vary depending upon the investment experience of the investment portfolio(s) you
select.  This gives you the  opportunity to capture the upside  potential of the
market. It also means you could lose money.

While  your money  remains in the  Policy,  you pay no current  income  taxes on
earnings or gains. This is called tax-deferred accumulation. It helps your money
grow  faster.  Subject to some  limitations,  you may take money out at any time
through loans or partial  surrenders.  Any money you take out, however, is taxed
as earnings  until all earnings  have been  removed from the Policy.  If you are
younger  than  age 59 1/2  when  you  take  money  out,  you may  also  incur an
additional 10% federal tax penalty.  If you purchased a Policy in exchange for a
policy  issued  prior to June 21,  1988,  different  tax rules may  apply.  (See
Section 6. Taxes.  Part II also  contains more  detailed  information  regarding
taxes.)

Because this is a life insurance policy,  it provides a death benefit,  which is
an amount  greater than your Account  Value.  When the insured  dies,  the death
benefit  (minus  any  loans  and  any  accrued  loan  interest)  is paid to your
beneficiary  free from federal income tax. The tax-free  death benefit  combined
with the ability to use your money while you're  alive,  makes this an excellent
way to  accumulate  money you don't  think  you'll  use in your  lifetime  and a
tax-efficient way to provide for those you leave behind.

2.   PURCHASES

PREMIUMS
Premiums  are the  monies you give us to buy the  Policy.  The  minimum  initial
premium we will accept is generally $10,000.  When you apply for the Policy, you
request a specific  amount of insurance.  We call this amount the Face Amount of
the Policy. Your initial premium must be 80%, 90% or 100% of the Maximum Premium
Limit (MPL). The Internal  Revenue Code (Code) has established  certain criteria
which  must be met in order  for a life  insurance  policy  to  qualify  as life
insurance under the Code. The MPL satisfies one of the criteria.  Cova's MPL has
been designed not to exceed the Maximum Premium Limit allowed under the Code for
a specified Face Amount of insurance for a given age.

You can invest  additional  premiums up to the MPL.  However,  if the additional
premium  increases  the amount of  insurance,  we will  require  evidence of the
insurability of the insured.  If all of your premiums total  $1,000,000 or more,
you will need Cova's prior approval  before you add premiums.  If the additional
premium would cause the Policy to fail to meet the criteria  established  by the
Code to qualify as life  insurance,  Cova will send the  premium  back within 60
days of the anniversary of the Policy Date (Policy Anniversary).  The amount and
frequency of  additional  premiums  will affect the Account Value of your Policy
and may affect the amount or duration of your insurance.

APPLICATION FOR A POLICY
In order to  purchase a Policy,  you must  submit an  application  to Cova which
requests some information regarding the proposed insured. In some cases, we will
ask for additional information.  We may request that the insured provide us with
medical records or possibly require other medical tests.

Cova will not issue a Policy if the insured is over age 90.

Cova will review all the  information  it has about the  insured  and  determine
whether or not the insured meets Cova's  standards for issuing the Policy.  This
process is called underwriting.  If the insured meets all of Cova's underwriting
requirements,  we will issue a Policy.  There are several  underwriting  classes
under which the Policy may be issued.

During the underwriting  period, which could be up to 60 days or longer from the
time the  application is signed,  we offer fixed  insurance  called  conditional
insurance. The initial premium must be submitted with the application before the
conditional insurance is provided.  The conditional insurance is effective up to
60 days from when the  application  is signed.  For  applicants  65 or  younger,
conditional  insurance  will be for the  lesser  of  $500,000  plus the  initial
premium paid or the amount of insurance  applied for. If the  applicant is 66 or
older, the conditional insurance will be the lesser of $200,000 plus the initial
premium paid or the amount of insurance  applied for. The conditional  insurance
is subject to a number of  restrictions  and is only  applicable if the proposed
insured was an acceptable risk for the insurance applied for.

ALLOCATION OF PREMIUMS
When you  purchase a Policy,  we will  initially  invest your money in the Money
Market  Portfolio.  After 15 days from the issue date (or the period required in
your  state  plus  five  days),  we will  allocate  your  Account  Value  to the
investment  portfolios  as you  requested  in the  application.  All  allocation
directions must be in whole  percentages.  If you make additional  premiums,  we
will  allocate  them in the same way as your  first  premium  unless you tell us
otherwise.

If you change your mind about owning a Policy,  you can cancel it within 10 days
after  receiving  it (or the period  required  in your  state  (right to examine
period)).  When you cancel the Policy  within  this time  period,  Cova will not
assess a surrender charge or a deferred  premium tax charge.  Cova will give you
back the greater of your premium payment or your Account Value.

If your application for the Policy is in good order, Cova will invest your first
premium in the Money Market Portfolio two days after it is received, EVEN IF OUR
UNDERWRITING  IS NOT YET COMPLETE  AND THE POLICY IS NOT YET ISSUED.  The day we
invest your premium in the Money Market Portfolio is called the Policy Date. The
money will stay in the Money Market  Portfolio for 15 days after the issue date.
(In some states,  the period may be longer.) At the end of that period,  we will
re-allocate those funds as you selected in the application.

If as a result of underwriting review, Cova does not issue you a Policy, we will
return to you your premium, plus interest required by your state.

If we do  issue a  Policy,  on the  issue  date,  we  will  deduct  the  monthly
deductions for the period from the Policy Date through the next processing date.

GRACE PERIOD
Your  Policy  will  stay in  effect  as long as your  Cash  Surrender  Value  is
sufficient to cover the monthly  deductions and the policy  maintenance  fee. If
the Cash Surrender Value of your Policy is not enough to cover these  deductions
to be made from the Policy,  Cova will mail you a notice.  You will have 61 days
from the time the notice is mailed to you to send to Cova the  required  premium
payment.  This is called the grace period. If the premium is not paid by the end
of the grace period, the Policy will terminate without value.

ACCUMULATION UNIT VALUES
The value of your Policy that is invested in the investment  portfolios  will go
up  or  down  depending  upon  the  investment  performance  of  the  investment
portfolio(s) you choose.  In order to keep track of the value of your Policy, we
use a unit of measure we call an Accumulation  Unit. (An Accumulation Unit works
like a share of a mutual fund.)

Every  business day we determine the value of an  Accumulation  Unit for each of
the  investment  portfolios.  The  value of an  Accumulation  Unit for any given
business day is  determined by  multiplying a factor we call the net  investment
factor times the value of an Accumulation Unit for the previous business day. We
do this for each  investment  portfolio.  The net investment  factor is a number
that  reflects  the change (up or down) in an  underlying  investment  portfolio
share.  Our business days are each day that the New York Stock  Exchange is open
for business.  Our business day closes when the New York Stock Exchange  closes,
usually 4:00 P.M. Eastern time.

The value of an Accumulation Unit may go up or down from day to day.

When you make a premium payment,  we credit your Policy with Accumulation Units.
The number of  Accumulation  Units credited is determined by dividing the amount
of  premiums  allocated  to  an  investment   portfolio  by  the  value  of  the
Accumulation Unit for that investment portfolio.

We calculate the value of an  Accumulation  Unit for each  investment  portfolio
after the New York  Stock  Exchange  closes  each day and then  apply it to your
Policy.

When Cova assesses the monthly  deductions and for the annual policy maintenance
fee we do so by deducting  Accumulation  Units from your  Policy.  When you have
selected more than one  investment  portfolio,  we make the  deductions pro rata
from all of the investment portfolios.

3.   INVESTMENT OPTIONS

The Policy  offers  eleven (11)  investment  portfolios  which are listed below.
Additional investment portfolios may be available in the future.

YOU SHOULD READ THE  PROSPECTUSES  FOR THESE FUNDS CAREFULLY  BEFORE  INVESTING.
COPIES OF THESE FUND PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS.

COVA SERIES TRUST
Cova Series Trust is managed by Cova Investment Advisory  Corporation,  which is
an indirect subsidiary of Cova. Cova Series Trust is a mutual fund with multiple
portfolios. Each investment portfolio has a different investment objective. Cova
Investment  Advisory  Corporation has engaged  subadvisers to provide investment
advice  for the  individual  investment  portfolios.  The  following  investment
portfolios are available under the Policy:

J.P.  MORGAN  INVESTMENT  MANAGEMENT  INC. IS THE  SUB-ADVISER  TO THE FOLLOWING
PORTFOLIOS:

   Select Equity Portfolio
   Small Cap Stock Portfolio
   Large Cap Stock Portfolio
   International Equity Portfolio
   Quality Bond Portfolio

LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:

   Bond Debenture Portfolio
   Mid-Cap Value Portfolio
   Large Cap Research Portfolio
   Developing Growth Portfolio

LORD ABBETT SERIES FUND, INC.

Lord Abbett Series Fund,  Inc. is a mutual fund with multiple  portfolios.  Each
portfolio  is managed by Lord,  Abbett & Co.  Only the  following  portfolio  is
available under the Policy:

   Growth and Income Portfolio

GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company is a mutual fund with multiple portfolios. Only
the following  portfolio is available under the Policy and is managed by Conning
Asset Management Company:

   Money Market Portfolio


TRANSFERS
You can transfer money among the eleven (11) investment portfolios.

You can make 12 transfers  every Policy Year without charge while the insured is
alive.  If you make more than 12  transfers  in a year,  there is a transfer fee
deducted.  (We measure years from your Policy Date.) The fee is $25 per transfer
or, if less, 2% of the amount transferred. The following apply to any transfer:

1.   the minimum  amount  which you can transfer is $500 or your entire value in
     the investment portfolio.

2.   your request for transfer must clearly  state the amount to be  transferred
     and which investment portfolios are involved in the transfer.

3.   if a transfer  fee  applies,  the charge will be  deducted  from the amount
     transferred.

You can make  transfers by  telephone.  Prior to making a transfer by telephone,
you will need to  complete  a  written  pre-authorization  form.  If you own the
Policy with a joint owner, unless Cova is instructed otherwise, Cova will accept
instructions  from  either  you or the other  owner.  Cova  will use  reasonable
procedures to confirm that instructions given to us by telephone are genuine. If
Cova  fails to use such  procedures,  we may be  liable  for any  losses  due to
unauthorized   or   fraudulent   instructions.   Cova   records  all   telephone
instructions.

We have reserved the right to modify your transfer  rights if we decide that the
exercise of this right by you, your  authorized  agent, or any owner is or would
be  disadvantageous to other owners. We have also reserved the right to restrict
transfers to a maximum of 12 per year and to restrict  transfers from being made
on consecutive business days.

DOLLAR COST AVERAGING PROGRAM
The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount each month from the Money Market Portfolio to any of the other investment
portfolio(s).  By  allocating  amounts  on a  regular  schedule  as  opposed  to
allocating the total amount at one particular  time, you may be less susceptible
to the impact of market fluctuations.

You must have at least  $5,000  in the Money  Market  Portfolio  (or the  amount
required to  complete  your  program,  if more) in order to  participate  in the
Dollar Cost Averaging Program. There is no additional charge for this feature.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.

AUTOMATIC REBALANCING PROGRAM
Once  your  money  has been  allocated  among  the  investment  portfolios,  the
performance of each portfolio may cause your allocation to shift. You can direct
us to automatically  readjust your non-loaned  Account Value between  investment
portfolios to keep the blend you selected.  You can tell us whether to rebalance
quarterly,  semi-annually  or annually.  We will measure  these periods from the
Policy Date. There is no additional  charge for this feature.  The transfer date
will be the 1st  business day after the end of the period you  selected.  If you
participate in the Automatic  Rebalancing  Program, the transfers made under the
program are not taken into account in determining any transfer fee.

You  cannot  participate  in  both  the  Dollar  Cost  Averaging  and  Automatic
Rebalancing Programs at the same time.

APPROVED ASSET ALLOCATION PROGRAM
Cova recognizes the value to certain owners of having available, on a continuous
basis,  advice for the allocation of your money among the investment  portfolios
available  under the Policy.  Certain  providers of these types of services have
agreed  to  provide  such   services  to  owners  in   accordance   with  Cova's
administrative rules regarding such programs.

Cova has made no  independent  investigation  of these  programs.  Cova has only
established that these programs are compatible with our  administrative  systems
and rules.

Even though Cova  permits the use of approved  asset  allocation  programs,  the
Policy was not designed for professional market timing  organizations.  Repeated
patterns  of  frequent  transfers  are  disruptive  to  the  operations  of  the
investment  portfolios,   and  should  Cova  become  aware  of  such  disruptive
practices, we may modify the transfer privilege either on an individual or class
basis.

If you participate in an Approved Asset Allocation  Program,  the transfers made
under the program are not taken into account in determining any transfer fee.

SUBSTITUTION
Cova may elect to substitute one of the investment  portfolios you have selected
with another  portfolio.  We would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intent to do
this.  Cova may also limit further  investment in an investment  portfolio if it
deems it inappropriate.

4.   EXPENSES

There are charges and other expenses  associated with the Policy that reduce the
return on your investment in the Policy. These charges and expenses are:

INSURANCE CHARGES
Each month, Cova will make certain deductions from your Policy on the processing
date. The processing  date is the day each month that we deduct certain  charges
from your Policy. The first processing date is the issue date. The issue date is
the date on which we issue you a  Policy.  After  that,  it is the same day each
month as the Policy Date.

The  insurance  charges  are:  (1)  mortality  and  expense  risk  charge;   (2)
administrative charge; (3) tax expense charge; and (4) cost of insurance charge.
Collectively,  we refer to these charges as the monthly deduction. When you have
selected more than one investment portfolio, we make the deduction pro rata from
all of the investment portfolios you have selected.

MORTALITY  AND  EXPENSE  RISK  CHARGE.  For the first ten years,  this charge is
equal,  on an annual basis, to .90%, 1/12 of which is charged each month, of the
Account  Value of your Policy  invested in the  investment  portfolios.  For the
eleventh  year and  after,  the charge is .75%,  1/12 of which is  charged  each
month. This charge cannot be increased.

ADMINISTRATIVE  CHARGE.  This charge is equal, on an annual basis, to .40%, 1/12
of which is charged each month, of the Account Value of your Policy. This charge
cannot be increased.

TAX EXPENSE CHARGE.  This deduction is the sum of the premium tax charge and the
federal tax charge. It is deducted monthly for the first ten years. It is equal,
on an annual  basis,  to .40% (.15% for  federal tax charge and .25% for premium
tax charge),  1/12 of which is charged each month,  of the Account Value of your
Policy.

This  charge  compensates  Cova for its  expenses  incurred  for  federal  taxes
incurred  as a result of issuing the Policy.  It also  compensates  Cova for the
state and local  premium  taxes it  incurred  as a result of issuing the Policy.
Premium  taxes range from 0% to 4%. You will be assessed  the premium tax charge
regardless  of what  the  total  actual  premium  tax is in your  state or local
jurisdiction.  If you  surrender  all or part of your Policy during the first 10
years, Cova will charge a deferred premium tax charge.  See below.

COST OF INSURANCE CHARGE.  This charge  compensates Cova for insurance  coverage
provided during the month.

The  guaranteed  cost of  insurance  charge is  determined  by  multiplying  the
Coverage  Amount  by the cost of  insurance  rate.  The  Coverage  Amount is the
difference  between  the  death  benefit  and the  Account  Value.  The  cost of
insurance  rate is based upon the sex, age, rate  classification  of the insured
and whether you paid 100%, or 90%, or 80% of the MPL. The rate classification of
the insured is determined through our underwriting process.

The Policy  provides that for standard  risks,  the guaranteed cost of insurance
rate is based on the 1980  Commissioners  Standard Ordinary Mortality Table, age
last birthday (1980 CSO Table).  For substandard  risks,  the guaranteed cost of
insurance  rate will be higher and will be based upon a multiple of the 1980 CSO
Table. The multiple will be based on the insured's substandard rating.  Tables 
setting forth the guaranteed cost of insurance rates are included in each 
Policy.

Cova can use rates that are less than the  guaranteed  cost of  insurance  rates
shown in the  Policy.  Cova  refers to these as the  current  cost of  insurance
rates.

If  100%  of the  MPL is  paid,  Cova's  current  cost  of  insurance  rate is a
percentage of the Account Value.  The basis and amount of this charge may change
in the future, but can never be more than the guaranteed cost of insurance rates
contained in the Policy. For a better understanding of how the cost of insurance
rate and the other charges affect Policy values, you should request personalized
illustrations from your registered representative.

ANNUAL POLICY MAINTENANCE FEE
Every year on the Policy  Anniversary,  currently  Cova  deducts $30 as a policy
maintenance fee. This charge cannot be increased once the Policy is issued. Cova
will not deduct this charge,  if when the deduction is to be made,  your Account
Value is $50,000  or more.  Cova may some time in the  future  discontinue  this
practice for new policies  issued and deduct the charge.  If you make a complete
surrender  of  your  Policy,  the  policy  maintenance  fee  will  be  deducted,
regardless of your Account Value at that time.  When you have selected more than
one  investment  portfolio,  we make  the  deduction  pro  rata  from all of the
investment portfolios you have selected.

ANNUAL WITHDRAWAL AMOUNT
While the Policy is in force,  prior to the death of the  insured  and after the
expiration  of the  Right to  Examine  Period,  you can make a total or  partial
surrender of the Account Value of your Policy up to the Cash Surrender  Value. A
surrender  may be subject to a  surrender  charge  and a  deferred  premium  tax
charge.

When you request a surrender, we will determine what portion, if any, is part of
your annual withdrawal amount. The annual withdrawal amount is equal to:

1.   the  excess of the  Account  Value over  premiums  paid which have not been
     previously  surrendered.  Neither the surrender charge nor deferred premium
     tax charge are assessed on this amount; and

2.   on a  non-cumulative  basis,  10% of your premium  payments each year. This
     portion of the annual  withdrawal amount is subject to the deferred premium
     tax charge.

SURRENDER CHARGE
During the first 10 years,  the surrender charge is assessed against any premium
surrendered,  which is not part of the annual withdrawal  amount.  The surrender
charge, which is a percent of premiums surrendered, is shown in the table below:

 Policy       Surrender          Policy        Surrender
 Year         Charge             Year          Charge
 ----         ------             ----          ------
    1          7.5%                 6             4.0%
    2          7.5%                 7             3.0%
    3          7.5%                 8             2.0%
    4          6.0%                 9             1.0%
    5          5.0%               10+               0%


NURSING HOME WAIVER
If you or the joint owner, if any, are confined in a qualifying  facility for 90
consecutive  days or more and if the  confinement  begins  during  the first ten
years,  under the  Nursing  Home  Waiver  rider,  you can make a full or partial
surrender and we will waive the surrender  charge.  The Nursing Home Waiver goes
into effect after the first Policy  Anniversary.  There is no additional  charge
for this feature.

DEFERRED PREMIUM TAX CHARGE
When you purchase a Policy there are various premium taxes assessed by state and
local  governmental  entities that we must pay on the Policy.  You are charged a
portion  of that each  month for the first ten years as part of the tax  expense
charge.  (See the  discussion of the Tax Expense Charge in Section 4 above.) The
deferred  premium tax charge enables Cova to collect that portion of the premium
tax charge it has not  collected  when you surrender all or part of your Policy.
The deferred  premium tax charge is assessed only on premiums  surrendered  from
the Policy during the first ten years. The deferred premium tax charge, which is
a percent of premiums surrendered, is shown in the table below:

              Deferred                         Deferred
Policy        Premium            Policy        Premium
 Year         Tax Charge         Year          Tax Charge
 ----         ----------         ----          ----------

    1          2.25%                6           1.00%
    2          2.00%                7            .75%
    3          1.75%                8            .50%
    4          1.50%                9            .25%
    5          1.25%               10+             0%

TRANSFER FEE
You can make 12 free  transfers  every  year.  We measure a year from the Policy
Date.  If you make more than 12 transfers a year,  we will deduct a transfer fee
of $25 or 2% of the amount  that is  transferred,  whichever  is less.  If we do
assess a transfer fee, it will be deducted from the amount transferred.

If the  transfer is part of the Dollar Cost  Averaging  Program,  the  Automatic
Rebalancing  Program or an Approved Asset Allocation  Program, it will not count
in determining the transfer fee.

TAXES
Cova may  assess a charge  against a Policy  for any taxes  attributable  to the
Separate Account. Cova does not expect to incur such taxes. 

INVESTMENT PORTFOLIO EXPENSES  
There are  deductions  from and expenses paid out of the assets of the
various  investment  portfolios,  which  are  summarized  below.  See  the  fund
prospectuses for a complete description.

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO EXPENSES
(as a percentage of the average daily net assets of an investment portfolio)

                                                                                  Other Expenses
                                                                                  (after expense
                                                                                 reimbursement for
                                                Management         12b-1       certain Portfolios -        Total Portfolio
                                                   Fees            Fees         see Note 1 below)          Annual Expenses
                                                   ----            ----         -----------------          ---------------
<S>                                               <C>              <C>              <C>                       <C>
COVA SERIES TRUST (1)
Managed by J.P. Morgan
Investment Management Inc.
       Select Equity (2)                           .75%             - -                .10%                     .85%
       Small Cap Stock (2)                         .85%             - -                .10%                     .95%
       Large Cap Stock (2)                         .65%             - -                .10%                     .75%
       International Equity (2)                    .85%             - -                .10%                     .95%
       Quality Bond (2)                            .55%             - -                .10%                     .65%
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Lord, Abbett & Co.
       Bond Debenture (2)                          .75%             - -                .10%                     .85%
       Mid-Cap Value (3)                          1.00%             - -                .10%                    1.10%
       Large Cap Research (3)                     1.00%             - -                .10%                    1.10%
       Developing Growth (3)                       .90%             - -                .10%                    1.00%
- ------------------------------------------------------------------------------------------------------------------------------------

LORD ABBETT SERIES FUND, INC.
Managed by Lord, Abbett & Co.
       Growth and Income (4)                       .50%            .07%                .02%                     .59%
- ------------------------------------------------------------------------------------------------------------------------------------

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
       Money Market                                .205%            - -                .00%                     .205%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Since August 20, 1990, Cova has been  reimbursing the investment  portfolios
of Cova Series Trust for all operating  expenses  (exclusive  of the  management
fees) in excess of approximately  .10%.  Absent the expense  reimbursement,  the
percentages  shown for total portfolio annual expenses (on an annualized  basis)
for the  period  ended  December  31,  1996 would have been 1.70% for the Select
Equity Portfolio;  2.68% for the Small Cap Stock Portfolio;  1.23% for the Large
Cap Stock Portfolio; 3.80% for the International Equity Portfolio; 1.52% for the
Quality Bond Portfolio; and 2.05% for the Bond Debenture Portfolio.

(2) Annualized.  The Portfolio commenced regular investment  operations on April
2, 1996.

(3) Estimated. The Portfolio commenced regular investment operations on November
3, 1997.

(4) The Growth and Income Portfolio of Lord Abbett Series Fund, Inc. has a 12b-1
plan which provides for payments to Lord,  Abbett & Co. for remittance to a life
insurance company for certain  distribution  expenses (see the Fund Prospectus).
The 12b-1 plan provides that such remittances, in the aggregate, will not exceed
 .15% on an annual  basis,  of the daily net asset  value of shares of the Growth
and Income Portfolio.  As of the date of this Prospectus,  no payments have been
made under the 12b-1 plan. For the year ending December 31, 1997, the 12b-1 fees
are estimated to be .07%.
</FN>
</TABLE>

5.   DEATH BENEFIT

The primary purpose of the Policy is to provide death benefit  protection on the
life of the  insured.  While the Policy is in force,  if the insured  dies,  the
beneficiary(ies)  will receive the death proceeds.  The death proceeds equal the
death benefit under the Policy less any loans and accrued loan interest.

The death benefit is the greater of: (1) the Face Amount of the Policy;  and (2)
the minimum  death  benefit.  The  minimum  death  benefit is the Account  Value
multiplied by a percentage. Cova has included the minimum death benefit in order
to assure that the Policy will continue to qualify as life  insurance  under the
Internal Revenue Code.

You can  choose  to have  the  death  proceeds  paid  in a lump  sum or  under a
Settlement  Option.  If you have not made a choice before the insured dies,  the
beneficiary  will choose the method of  payment.  If a method of payment has not
been  chosen  within 90 days after  receiving  proof of death,  Cova may pay the
death proceeds in a lump sum.

The death benefit payable during the grace period is the death benefit in effect
immediately prior to the start of the grace period less any loans,  accrued loan
interest and any overdue deductions. See discussion of grace period above.

ACCELERATED DEATH BENEFIT
If the insured is terminally  ill,  under the  Accelerated  Death Benefit rider,
Cova  will  pre-pay a portion  of the  death  benefit.  You may elect to have an
Accelerated  Death Benefit of up to 50% of the death benefit but no greater than
$500,000.

You can only elect to receive an Accelerated Death Benefit once. The Accelerated
Death Benefit must first be used to repay any outstanding loans and accrued loan
interest.  After repayment of the  outstanding  loans and accrued loan interest,
any  remaining  amount will be paid as a lump sum or under a payment  plan.  The
subsequent  amount  available for loans or surrenders or as a death benefit will
be reduced by the amount of the Accelerated Death Benefit, plus interest accrued
at the Policy loan interest rate.

This benefit may not be available in your state or may have different provisions
in your state.

JOINT LIVES
Cova offers a rider to the Policy that  provides  that the death benefit will be
paid only upon the death of a second  person.  This option is only  available to
spouses.

The cost of insurance  charge reflects the  anticipated  life expectancy of both
insureds.  It also  reflects  the fact that the death  benefit is payable at the
death of the last surviving insured.

If you wish to reinstate a lapsed Policy with a Joint Life rider attached,  both
insureds must be alive and provide satisfactory evidence of insurability.

The  Policy  provisions  regarding  misstatement  of age  or  sex,  suicide  and
incontestability apply to both insureds.

If a Joint Life rider is issued in conjunction with the Policy,  the Accelerated
Death Benefit will only be payable on the terminal illness of the last surviving
insured.

This benefit may not be available in your state.

6.   TAXES

NOTE:  COVA HAS  PREPARED  THE  FOLLOWING  INFORMATION  ON  TAXES  AS A  GENERAL
DISCUSSION OF THE SUBJECT.  IT IS NOT INTENDED AS TAX ADVICE TO ANY PERSON.  YOU
SHOULD  CONSULT  YOUR OWN TAX  ADVISER  ABOUT YOUR OWN  CIRCUMSTANCES.  COVA HAS
INCLUDED IN PART II AN ADDITIONAL DISCUSSION REGARDING TAXES.

LIFE INSURANCE IN GENERAL
Life insurance, such as the Policy, is a means of providing for death protection
and setting aside money for future needs.  Congress recognized the importance of
such planning and provided special rules in the Internal Revenue Code (Code) for
life insurance.

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your life  insurance  policy until you take the money out. The
beneficiaries  are not taxed when they receive the death proceeds upon the death
of the insured.

You, as the owner,  will not be taxed on  increases  in the value of your Policy
until a  distribution  occurs - either  as a  surrender  or as a loan.  When you
receive a  distribution,  you are taxed on the amount of the withdrawal  that is
earnings.

TAKING MONEY OUT OF YOUR POLICY
For tax purposes,  your Policy will be treated as a modified endowment contract,
unless under certain  circumstances  it was exchanged for a policy issued before
June 21, 1988. Consequently if you make a withdrawal or a loan from your Policy,
the Code treats it as first coming from  earnings  and then from your  premiums.
These earnings are included in taxable income.

The Code also provides that any amount  received from an insurance  policy which
is included  in income may be subject to a 10%  penalty.  The  penalty  will not
apply if the income  received is: (1) paid on or after the taxpayer  reaches age
59-1/2;  (2) paid if the  taxpayer  becomes  totally  disabled  (as that term is
defined in the Code);  or (3) in a series of  substantially  equal payments made
annually (or more  frequently)  for the life or life expectancy of the taxpayer.
If you  purchased a Policy in  exchange  for a policy  issued  prior to June 21,
1988,  different  tax  rules may  apply.  See "Tax  Status"  in Part II for more
details.

DIVERSIFICATION
The Code provides  that the  underlying  investments  for a variable life policy
must satisfy  certain  diversification  requirements in order to be treated as a
life insurance contract.  Cova believes that the investment portfolios are being
managed so as to comply with the requirements.

Under current federal tax law, it is unclear as to the circumstances under which
you,  because  of the  degree  of  control  you  exercise  over  the  underlying
investments,  and not Cova  would be  considered  the owner of the shares of the
investment  portfolios.  If you are considered the owner of the investments,  it
will result in the loss of the favorable  tax  treatment  for the Policy.  It is
unknown to what extent owners are permitted to select investment portfolios,  to
make  transfers  among  the  investment  portfolios  or the  number  and type of
investment  portfolios  owners may select  from.  If guidance  from the Internal
Revenue  Service  is  provided  which is  considered  a new  position,  then the
guidance would generally be applied prospectively.  However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you, as the owner of the Policy,  could be treated as the owner of the
investment  portfolios.  Due to the  uncertainty in this area, Cova reserves the
right to modify the Policy in an attempt to maintain favorable tax treatment.

7.   ACCESS TO YOUR MONEY

The Cash Surrender Value in your Policy is available:  (1) by making a surrender
(either a partial  or a  complete  surrender)  or (2) by taking a loan from your
Policy.

LOANS
You may borrow  money  from Cova while the Policy is still in force.  The Policy
will be the only security Cova will require for a Policy loan. You cannot borrow
against your Policy until the end of the right to examine  period and you cannot
borrow if the Policy is in a grace period.  Loans are  considered  distributions
from the Policy for tax  purposes and the portion of the loan that has come from
earnings  will be taxable to you and may be subject to a 10%  penalty  tax.  See
"Tax Status" in Part II for more details.

LOAN AMOUNT. The maximum loan amount is equal to: 90% of the Account Value, less
loan  interest due on the next Policy  Anniversary,  the surrender  charge,  the
policy maintenance fee, if any, and the deferred premium tax charge, if any.

The minimum loan amount is $500.  If total loans equal or exceed the Cash Value,
the Policy will terminate at the end of the grace period if an appropriate  loan
repayment is not received by Cova.

LOAN ACCOUNT. When you make a loan, a portion of your Account Value equal to the
loan will be transferred  on a pro rata basis from the investment  portfolios to
the loan account.  The loan account is a portion of Cova's general  account that
contains Account Values attributable to Policy loans.

LOAN  INTEREST.  Loan  interest  due on the Policy loan will  accrue  daily at a
current rate of 6.0% per annum. The loan interest is due each Policy Anniversary
and if not paid will become part of the loan.  When that  happens,  a portion of
the Account Value equal to the loan interest due is  transferred,  on a pro rata
basis, from the investment portfolios to the loan account.

INTEREST CREDITED.  Amounts held in the loan account will be credited daily with
interest, at a current rate of 4.0% per annum.

PREFERRED LOAN. The part of your loan equal to earnings is the Preferred Loan. A
preferred  loan will be credited  interest  daily at a current  rate of 6.0% per
annum.

EFFECT OF LOAN.  When you make a loan  against  your  Policy,  Cova will  redeem
Accumulation Units from the investment  portfolios equal to the loan request and
transfer that amount to the loan account.

A Policy  loan,  whether  or not  repaid,  will have a  permanent  effect on the
Policy.  This is  because  the loan  account  does not  share in the  investment
results of the investment portfolio(s). If it is not repaid, the Policy loan and
accrued loan interest will reduce the amount of Cash Value.  It will also reduce
the amount payable at death because  outstanding loans and accrued loan interest
are deducted from the death benefit.

LOAN  REPAYMENTS.  You can  repay all or part of a loan at any time  while  your
Policy is in force and the insured is alive.  There is no minimum loan repayment
amount.  If you want to repay a loan in full,  the loan repayment must equal the
loan plus all the accrued loan interest.

When you repay a loan, Cova will transfer the amount held in the loan account to
the investment portfolios according to your most recent instructions.

Unless you tell Cova otherwise, any payment Cova receives from you will go first
to pay any interest due,  then to repay any loan,  and then will be considered a
premium payment.

TOTAL SURRENDER
You can terminate  your Policy by notifying  Cova in writing.  Cova will pay you
the Cash Surrender Value.  When that happens,  the Policy will be terminated and
there will be no other  benefits.  When you make a total  surrender there may be
surrender  charges and deferred  premium tax charges and the policy  maintenance
fee will be deducted.

PARTIAL SURRENDERS
You can  surrender  some of the Cash  Surrender  Value by  making a  request  in
writing to Cova. The minimum amount you can surrender is $500,  unless your Cash
Surrender Value is less. Cova requires that you maintain a minimum Account Value
in your Policy of at least $5,000 after you make a partial surrender.  If you do
not, the Policy will  terminate and Cova will send you the entire Cash Surrender
Value.  When you make a partial  surrender,  there may be surrender  charges and
deferred premium tax charges.

When you make a  partial  surrender,  the Face  Amount  of your  Policy  will be
reduced.  The Face  Amount is reduced in the same  proportion  that the  Account
Value is reduced by the partial  surrender.  When you make a partial  surrender,
the amount of the  surrender is deducted on a pro rata basis from Account  Value
allocated to the investment portfolios, unless you specify otherwise.

TERMINATION OF THE POLICY
Your Policy will terminate if (1) you make a total surrender of the Policy,  (2)
the grace period has ended, or (3) the insured has died.

REINSTATEMENT
If your  Policy  terminates  while the  insured  is still  alive you can have it
reinstated  provided  the  Policy  did not  terminate  because  you made a total
surrender.  You can only  reinstate  your Policy within 5 years after the end of
the grace period. If there are joint insureds, both insureds must be alive.

When you reinstate your Policy you must provide Cova with satisfactory  evidence
of  insurability  and you must  either  repay any  outstanding  loan and accrued
interest or you must  reinstate  the loan along with any accrued  interest.  You
must also pay a sufficient  premium to (1) cover all the monthly  deductions and
any policy  maintenance  fee that were unpaid during the grace period and (2) be
sufficient  to keep the Policy in force for at least 2 months  after the date of
reinstatement.

When you reinstate your Policy, the Face Amount of the reinstated Policy will be
the Face  Amount  of your  original  Policy at the time the  Policy  terminated,
unless you direct Cova otherwise. You cannot select a Face Amount that is larger
than that.  The Account  Value  adjusted for the past due charges of your Policy
when you reinstate it will be the Account Value at the time of termination  plus
the additional  premium paid at the time of reinstatement.  The past due monthly
deductions  and policy  maintenance  fee,  if any,  will be  deducted  from this
amount.  The surrender  charge,  if any, and the deferred premium tax charge, if
any, are based on the number of Policy Years from the original Policy Date.

The  effective  date  of the  reinstated  Policy  is the  next  processing  date
following Cova's approval of your application for reinstatement.

8.   OTHER INFORMATION

COVA
Cova Financial Services Life Insurance Company (Cova) was incorporated on August
17, 1981, as Assurance  Life Company,  a Missouri  corporation,  and changed its
name to Xerox  Financial  Services  Life  Insurance  Company in 1985. On June 1,
1995, a  wholly-owned  subsidiary  of General  American Life  Insurance  Company
purchased Cova,  which on that date changed its name to Cova Financial  Services
Life Insurance Company.

Cova is  licensed to do  business  in the  District  of Columbia  and all states
except for California, Maine, New Hampshire, New York and Vermont.

THE SEPARATE ACCOUNT
Cova has  established  a  separate  account,  Cova  Variable  Life  Account  One
(Separate Account), to hold the assets that underlie the Policies.

The  assets of the  Separate  Account  are held in Cova's  name on behalf of the
Separate Account and legally belong to Cova. However, those assets that underlie
the  Policies,  are not  chargeable  with  liabilities  arising out of any other
business  Cova may  conduct.  All the  income,  gains and  losses  (realized  or
unrealized)  resulting from those assets are credited to or against the Policies
and not against any other policies Cova may issue.

DISTRIBUTOR
Cova Life Sales  Company  (Life  Sales),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the  distributor of the Policies.  Life
Sales is an affiliate of Cova.

Commissions will be paid to broker-dealers who sell the Policies. Broker-dealers
will be paid  commissions  up to 5.5% of premiums and a trail  commission  up to
 .25% for years two through nine which  increases up to .40% in year 10 or later.
Sometimes,  Cova  enters into an  agreement  with the  broker-dealer  to pay the
broker-dealer persistency bonuses, in addition to the standard commission.

SUSPENSION OF PAYMENTS OR TRANSFERS

Cova may be required to suspend or postpone any  payments or  transfers  for any
period when:

1.   the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);

2.   trading on the New York Stock Exchange is restricted;

3.   an  emergency  exists  as a  result  of which  disposal  of  shares  of the
     investment  portfolios  is  not  reasonably   practicable  or  Cova  cannot
     reasonably value the shares of the investment portfolios;

4.   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of owners.

OWNERSHIP

OWNER. You, as the owner of the Policy, have all of the rights under the Policy.
If you die  while  the  Policy  is still in force  and the  insured  is  living,
ownership  passes to a successor  owner or if none, then your estate becomes the
owner.

JOINT  OWNER.  The Policy can be owned by joint  owners.  Authorization  of both
joint owners is required for all Policy changes except for telephone transfers.

BENEFICIARY.  The beneficiary is the person(s) or entity you name to receive any
death benefit.  The beneficiary is named at the time the Policy is issued unless
changed at a later date.  Unless an irrevocable  beneficiary has been named, you
can change the  beneficiary  at any time before the insured dies. If there is an
irrevocable  beneficiary,  all Policy  changes except  premium  allocations  and
transfers require the consent of the beneficiary.

ASSIGNMENT. You can assign the Policy.





PART II
MORE INFORMATION

THE COMPANY
Cova   Financial   Services  Life   Insurance   Company  (Cova)  was  originally
incorporated  on  August  17,  1981  as  Assurance  Life  Company,   a  Missouri
corporation  and changed its name to Xerox  Financial  Services  Life  Insurance
Company in 1985. On June 1, 1995, a wholly-owned  subsidiary of General American
Life Insurance  Company (General  American)  purchased Cova from Xerox Financial
Services, Inc. On June 1, 1995, Cova changed its name to Cova Financial Services
Life  Insurance  Company.  Cova  presently  is  licensed  to do  business in the
District of Columbia and all states except California, Maine, New Hampshire, New
York and Vermont.

General American is a St. Louis-based mutual company with more than $275 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individual and groups.

On April 1, 1996,  Cova  contributed  initial capital to the Large Cap Stock and
Quality  Bond  Portfolios,  by making a  capital  contribution  through  another
Separate  Account.  As of December  31,  1996,  the capital  contributed  to the
Quality Bond Portfolio represented approximately 36% of the total assets of such
Portfolio and the capital  contributed to the Large Cap Stock  Portfolio by Cova
represented  approximately  75% of the  total  assets  of such  Portfolio.  Cova
currently intends to remove these assets from the Portfolios on a pro rata basis
in proportion to money invested in the  Portfolios by both variable  annuity and
variable life contract owners.

<TABLE>
<CAPTION>

EXECUTIVE OFFICERS AND DIRECTORS OF COVA

The directors and executive officers of Cova and their principal occupations for
the past five years are as follows:

                               PRINCIPAL OCCUPATION DURING
NAME                           THE PAST 5 YEARS
- ----                           ----------------

<S>                     <C>
John W. Barber***       Director of Cova, First Cova Life Insurance  Company (FCLIC)
                        and Cova Financial Life  Insurance  Company  (CFLIC) - June,
                        1995 to present;  Vice  President and  Controller of General
                        American - December, 1984 to present; President and Director
                        of Equity Intermediary Company - October, 1988 to present.
                
Frances S. Cook*        First Vice President and Associate General Counsel of Cova -
                        July,  1997 to present,  prior  thereto Vice  President  and
                        Assistant  General  Counsel  1996  to  1997,  prior  thereto
                        Assistant General Counsel 1993 to 1997;  Secretary of CFLIC,
                        Cova and FCLIC - 1997 to present;  First Vice  President  of
                        Cova Life Management Company (CLMC) - July, 1997 to present,
                        prior thereto Vice President and Assistant  General  Counsel
                        1996 to 1997, prior thereto  Assistant  General Counsel 1993
                        to 1997;  Secretary of Cova Investment Advisory  Corporation
                        (Advisory)  - 1997 to present;  Assistant  Secretary of Cova
                        Life Sales Company (CLSC) - 1993 to present.
                    
Jerome P. Darga*        Vice  President and Assistant  Secretary of Cova,  CFLIC and
                        CLMC - 1992 to present.
                    
Connie A. Doern****     Vice  President  of Cova and CFLIC - 1997 to present,  prior
                        thereto  Assistant Vice  President  from 1990 to 1996;  Vice
                        President  of  FCLIC  -  1997  to  present,   prior  thereto
                        Assistant Vice  President from 1993 to 1996;  Vice President
                        of J&H/KVI - 1989 to present.
                
Judy M. Drew*           Vice  President  of Cova and CFLIC - 1988 to  present;  Vice
                        President of FCLIC - 1992 to present;  Senior Vice President
                        of CLMC - 1996 to present, prior thereto Vice President from
                        1989 to 1996; President,  COO and Director of CLSC - 1988 to
                        present.
                 
Patricia E. Gubbe*      Vice  President  of Cova and CFLIC - 1989 to  present;  Vice
                        President of FCLIC - 1992 to present;  First Vice  President
                        of CLMC - 1996 to present, prior thereto Vice President from
                        1989 to 1996; Vice President and Chief Compliance Officer of
                        CLSC - 1989 to present.
                  
Philip  A. Haley*       Vice  President  of Cova and CFLIC - 1990 to  present;  Vice
                        President of FCLIC - 1992 to present; Vice President of CLSC
                        - 1991 to present;  Senior Vice  President of CLMC - 1996 to
                        present, prior thereto Vice President from 1989 to 1996.
                      
Christopher S. Harden*  Vice  President  of Cova and CFLIC - 1991 to present;  First
                        Vice President of CLMC - 1996 to present, prior thereto Vice
                        President - 1991 to 1996.
                      
J. Robert Hopson*       Vice President, Chief Actuary and Director of Cova and CFLIC
                        -  1991  to  present;  Vice  President,  Chief  Actuary  and
                        Director of FCLIC - 1992 to present;  Senior Vice President,
                        Chief Actuary and Director of CLMC - 1996 to present,  prior
                        thereto Vice  President  and Director  from 1993 to 1996 and
                        Vice President from 1991 to 1993.
                     
Thomas E. Hughes, Jr.** Treasurer  and  Director  of Cova and CFLIC - June,  1995 to
                        present;  Treasurer  of  FCLIC  -  June,  1995  to  present;
                        Corporate  Actuary  and  Treasurer  of  General  American  -
                        October, 1994 to present. Formerly, Executive Vice President
                        - Group Pensions General American - March,  1990 to October,
                        1994.  In  addition to the Cova  companies,  Director of the
                        following  General American  subsidiary  companies:  Paragon
                        Life  Insurance  Company  and  RGA  Reinsurance   Company  -
                        October, 1994 to present. Treasurer of the following General
                        American  subsidiary   companies:   Paragon  Life  Insurance
                        Company,  General Life Insurance Company of America, General
                        Life Insurance  Company,  General  American Holding Company,
                        Red Oak Realty Company, Gen Mark Incorporated, Walnut Street
                        Securities,  Inc.,  Walnut Street  Advisers Inc.,  White Oak
                        Royalty  Company,   Walnut  Street  Funds,   Inc.,  and  RGA
                        Reinsurance Company - October, 1994 to present.
                        
Douglas E. Jacobs*      Vice President of Cova, CFLIC and CLMC - 1985 to present.
                        
Lisa O. Kirchner****    Vice  President  of Cova - 1997 to  present,  prior  thereto
                        Assistant Vice  President from 1990 to 1996;  Vice President
                        of CFLIC - 1997 to present,  prior  thereto  Assistant  Vice
                        President from 1988 to 1996;  Vice President of FCLIC - 1997
                        to present, prior thereto Assistant Vice President from 1993
                        to 1996; Vice President of J&H/KVI - 1985 to present.
                        
Richard A. Liddy**      Chairman of the Board of  Directors of Cova,  CFLIC,  FCLIC,
                        CLMC,  Advisory and Cova Investment  Allocation  Corporation
                        (Allocation)  -  April,  1997 to  present;  Chairman  of the
                        Board,  President  and Chief  Executive  Officer  of General
                        American  - May,  1992 to  present;  Mr.  Liddy  also  holds
                        various positions with the General American  subsidiaries as
                        follows:  Chairman  of the Board and  President  of  General
                        American Mutual Holding Company,  GenAmerica Corporation and
                        General American  Holding Company;  Chairman of the Board of
                        Security Equity Life Insurance Company, Conning Corporation,
                        The Walnut  Street Funds,  Inc.,  General  American  Capital
                        Company,  Reinsurance  Group  of  America,  Inc.,  RGA  Life
                        Reinsurance Company of Canada, and RGA Reinsurance Company.
                      
William C. Mair*        Vice President, Controller and Director of Cova from 1995 to
                        present, prior thereto Vice President, Controller, Treasurer
                        and Director.  Vice  President,  Controller  and Director of
                        CFLIC from 1995 to present,  prior  thereto Vice  President,
                        Controller,   Treasurer   and  Director;   Vice   President,
                        Controller  and  Director  of FCLIC - from 1992 to  present;
                        Vice  President,   Treasurer,  Controller  and  Director  of
                        Advisory  - 1993  to  present;  Vice  President,  Treasurer,
                        Controller  and  Director of  Allocation  - 1994 to present;
                        Director of CLSC - 1992 to present;  Senior Vice  President,
                        Treasurer,  Controller  and  Director  of  CLMC  -  1989  to
                        present;  Vice  President,   Treasurer,   Controller,  Chief
                        Financial Officer,  Chief Accounting Officer and Director of
                        Cova Series Trust - 1996 to present.
                    
Matthew P. McCauley**   Assistant  Secretary and Director of Cova, CFLIC and FCLIC -
                        June,  1995 to present;  Associate  General Counsel and Vice
                        President  of  General  American  - 1973 to  present;  also,
                        Director, Vice President,  General Counsel and Secretary for
                        several  other  General  American  subsidiaries,   including
                        Equity  Intermediary  Company,  Red Oak Realty Company,  and
                        White Oak Royalty Company;  General American Holding Company
                        and Paragon  Life  Insurance  Company.  General  Counsel and
                        Secretary,   Reinsurance  Group  of  America,  Incorporated.
                        Director and Secretary,  General  American  Capital Company.
                        General Counsel and Secretary, Conning Corporation.  General
                        Counsel,  Conning Asset Management Company.  Director of RGA
                        Reinsurance  Company  and  Walnut  Street  Securities,  Inc.
                        Secretary to the Walnut Street Funds, Inc.
                        
Mark E. Reynolds*       Executive  Vice  President of Cova and CFLIC - May,  1997 to
                        present;  Executive  Vice  President and Director of FCLIC -
                        May,  1997 to present;  Executive  Vice  President of CLMC -
                        May, 1997 to present;  Executive Vice President and Director
                        of Advisory -  December,  1996 to  present;  Executive  Vice
                        President  and Director of  Allocation  - December,  1996 to
                        present.
                     
Leonard M. Rubenstein** Director of Cova, CFLIC, FCLIC, and CLMC - January,  1996 to
                        present;  Director of Advisory and  Allocation  from 1995 to
                        present;  Executive  Vice  President and Director of General
                        American  - 1992  to  present.  Mr.  Rubenstein  also  holds
                        various positions with the General American  subsidiaries as
                        follows:  Director and Treasurer of General American Capital
                        Company;  Senior Vice President  Investments,  Treasurer and
                        Director  of  Reinsurance  Group of  America,  Incorporated;
                        Director  of Paragon  Life  Insurance  Company;  Director of
                        General American Holding Company;  Chief Executive  Officer,
                        Chairman  and Director of Conning  Corporation;  Director of
                        the  following:  General Life  Insurance  Company,  Security
                        Equity Life Insurance Company,  BHIF America de Vida Seguros
                        S.A.  (Chile),  Manatial Seguros de Vida, S.A.  (Argentina),
                        Red Oak Realty  Company,  General Life Insurance  Company of
                        America; RGA Reinsurance Company; Secretary and Director for
                        RGA Sud America S.A.
                        
Myron H. Sandberg*      Vice  President  of Cova and CFLIC - 1985 to  present;  Vice
                        President of CLMC - 1989 to present.
                            
John W. Schaus*         Vice  President  of Cova and CFLIC - 1988 to  present;  Vice
                        President of CLMC - 1989 to present.
                           
Lorry J.  Stensrud*     President and Director of Cova,  CFLIC,  FCLIC and CLMC from
                        June,  1995  to  present,   prior  thereto   Executive  Vice
                        President;  President  and Director of Advisory from 1993 to
                        present;  President and Director of Allocation  from 1994 to
                        present.  Director of CLSC from 1989 to present;  President,
                        Chief Executive  Officer and Director of Cova Series Trust -
                        1996 to present.
                       
Peter L. Witkewiz****   Vice President of Cova, CFLIC and FCLIC - 1993 to present.
                       
Kent R.  Zimmerman**    Assistant  Treasurer  of  Cova  and  CFLIC  - May,  1996  to
                        present;  Assistant  Treasurer  of CLMC - 1996  to  present;
                        Second Vice President of General American - 1997 to present,
                        prior thereto Vice  President of General  American - 1992 to
                        1997. Mr. Zimmerman holds various positions with the General
                        American subsidiaries - Assistant Treasurer, Security Equity
                        Life  Insurance  Company,  Paragon Life  Insurance  Company,
                        General   Life   Insurance   Company  of  America   and  RGA
                        Reinsurance Co.
                        
*    Business Address:  Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL 60181

**   Business Address:  General American, 700 S. Market Street, St. Louis, MO 63101

***  Business Address:  General American, 13045 Tesson Ferry Road, St. Louis, MO 63128

**** Business Address:  J&H/KVI, 1776 West Lakes Parkway, West Des Moines, IA 50266
</TABLE>

VOTING
In accordance with its view of present applicable law, Cova will vote the shares
of the investment  portfolios at special  meetings of shareholders in accordance
with instructions received from owners having a voting interest.  Cova will vote
shares for which it has not received  instructions  in the same proportion as it
votes  shares for which it has received  instructions.  Cova will vote shares it
owns in the  same  proportion  as it votes  shares  for  which  it has  received
instructions. The funds do not hold regular meetings of shareholders.

If the  Investment  Company Act of 1940 or any regulation  thereunder  should be
amended or if the present  interpretation thereof should change, and as a result
Cova  determines that it is permitted to vote the shares of the funds in its own
right, it may elect to do so.

The voting  interests of the owner in the funds will be  determined  as follows:
owners  may cast one vote for each $100 of  Account  Value of a Policy  which is
allocated to an investment  portfolio on the record date.  Fractional  votes are
counted.

The number of shares which a person has a right to vote will be determined as of
the date to be chosen by Cova not more than sixty (60) days prior to the meeting
of the fund. Voting  instructions will be solicited by written  communication at
least fourteen (14) days prior to such meeting.

Each owner having such a voting interest will receive  periodic reports relating
to the investment portfolios in which he or she has an interest,  proxy material
and a form with which to give such voting instructions.

DISREGARD  OF VOTING  INSTRUCTIONS.  Cova may,  when  required to do so by state
insurance  authorities,  vote shares of the funds without regard to instructions
from owners if such  instructions  would require the shares to be voted to cause
an investment portfolio to make, or refrain from making, investments which would
result in changes in the  sub-classification  or  investment  objectives  of the
investment portfolio.  Cova may also disapprove changes in the investment policy
initiated by owners or  trustees/directors  of the funds, if such disapproval is
reasonable  and is based on a good faith  determination  by Cova that the change
would violate  state or federal law or the change would not be  consistent  with
the investment  objectives of the investment portfolios or which varies from the
general  quality and nature of  investments  and investment  techniques  used by
other  funds  with  similar  investment  objectives  underlying  other  variable
contracts  offered by Cova or of an affiliated  company.  In the event Cova does
disregard voting instructions, a summary of this action and the reasons for such
action will be included in the next semi-annual report to owners.

THE SEPARATE ACCOUNT
Cova has  established  the  separate  account,  Cova  Variable  Life Account One
(Separate Account), to hold the assets that underlie the Policies.  The Board of
Directors of Cova adopted a resolution to establish  the Separate  Account under
Missouri  insurance law on February 24, 1987.  The Separate  Account has not yet
commenced  operations.  Cova  has  registered  the  Separate  Account  with  the
Securities  Exchange  Commission as a unit investment trust under the Investment
Company Act of 1940.

The investment  program of the Separate  Account will not be changed without the
approval by the Insurance  Commissioner  of the state of Missouri.  If required,
the approval process is on file with the Commissioner of the state in which this
Policy is issued.

If the New York Stock  Exchange is closed  (except for holidays and weekends) or
trading is  restricted  due to an  emergency  as defined by the  Securities  and
Exchange  Commission  so that Cova cannot  value  Accumulation  Units,  Cova may
postpone all procedures which require valuation of the Accumulation  Units until
valuation is possible.

LEGAL OPINIONS
Legal matters in connection with the Policies  described herein are being passed
upon  by  the  law  firm  of  Blazzard,  Grodd  &  Hasenauer,   P.C.,  Westport,
Connecticut.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE
The amount of the surrender  charge on the Policies may be reduced or eliminated
when sales of the Policies are made to  individuals or to a group of individuals
in a manner that  results in savings of sales  expenses.  The  entitlement  to a
reduction of the surrender  charge will be determined by Cova after  examination
of all the relevant factors such as:

1.   The  size  and  type  of  group  to  which  sales  are to be  made  will be
     considered.  Generally, the sales expenses for a larger group are less than
     for a smaller  group  because of the ability to implement  large numbers of
     Policies with fewer sales contacts.

2.   The total amount of premium payments to be received will be considered. Per
     Policy sales expenses are likely to be less on larger premium payments than
     on smaller ones.

3.   Any prior or existing relationship with Cova will be considered. Per Policy
     sales  expenses  are  likely  to be less  when  there  is a prior  existing
     relationship  because of the  likelihood  of  implementing  the Policy with
     fewer sales contacts.

4.   There may be other  circumstances,  of which Cova is not  presently  aware,
     which could result in reduced sales expenses.

If, after  consideration  of the foregoing  factors,  Cova determines that there
will be a reduction  in sales  expenses,  Cova may  provide  for a reduction  or
elimination of the surrender charge.

The  surrender  charge  may be  eliminated  when the  Policies  are issued to an
officer, director or employee of Cova or any of its affiliates. In no event will
any  reduction or  elimination  of the surrender  charge be permitted  where the
reduction or elimination will be unfairly discriminatory to any person.

MISSTATEMENT OF AGE OR SEX
If the age or sex of the  insured(s)  has been  incorrectly  stated,  the  death
benefit  will be  adjusted  to reflect  the death  benefit  that would have been
provided  by the last cost of  insurance  at the  correct  age and/or sex of the
insured.

COVA'S RIGHT TO CONTEST
Cova cannot contest the validity of the Policy except in the case of fraud after
it has been in effect  during  the  insured's  lifetime  for two years  from the
Policy Date. If the Policy is reinstated,  the two-year  period is measured from
the date of  reinstatement.  In addition,  if the insured commits suicide in the
two-year  period,  or such period as specified in state law, the benefit payable
will be limited to premiums paid less debt and less any surrenders.

SETTLEMENT OPTIONS
The Cash Surrender  Value or the death proceeds may be paid in a lump sum or may
be applied to one of the Settlement Options. The Settlement Options are:

Option 1: Life Annuity
Option 2: Life Annuity with 5, 10 or 20 years Guaranteed
Option 3: Joint and Last Survivor Annuity
Option 4: Payments for a Designated Period

You or the  beneficiary  can select to have the  Settlement  Options  payable on
either a fixed or variable basis.

TAX STATUS
NOTE: THE FOLLOWING  DESCRIPTION IS BASED UPON COVA'S  UNDERSTANDING  OF CURRENT
FEDERAL  INCOME TAX LAW  APPLICABLE  TO LIFE  INSURANCE IN GENERAL.  COVA CANNOT
PREDICT THE PROBABILITY  THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.  PURCHASERS
ARE CAUTIONED TO SEEK  COMPETENT TAX ADVICE  REGARDING THE  POSSIBILITY  OF SUCH
CHANGES. SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"),
DEFINES  THE TERM "LIFE  INSURANCE  CONTRACT"  FOR  PURPOSES  OF THE CODE.  COVA
BELIEVES  THAT THE  POLICIES  TO BE  ISSUED  WILL  QUALIFY  AS  "LIFE  INSURANCE
CONTRACTS"  UNDER  SECTION  7702.  COVA DOES NOT GUARANTEE THE TAX STATUS OF THE
POLICIES. PURCHASERS BEAR THE COMPLETE RISK THAT THE POLICIES MAY NOT BE TREATED
AS "LIFE  INSURANCE"  UNDER FEDERAL INCOME TAX LAWS.  PURCHASERS  SHOULD CONSULT
THEIR OWN TAX  ADVISERS.  IT SHOULD BE  FURTHER  UNDERSTOOD  THAT THE  FOLLOWING
DISCUSSION  IS NOT  EXHAUSTIVE  AND THAT  SPECIAL  RULES NOT  DESCRIBED  IN THIS
PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS.

INTRODUCTION.  The discussion  contained  herein is general in nature and is not
intended as tax advice.  Each person  concerned  should  consult a competent tax
adviser.  No attempt is made to consider any applicable state or other tax laws.
Moreover,  the discussion  herein is based upon Cova's  understanding of current
federal income tax laws as they are currently interpreted.  No representation is
made regarding the likelihood of  continuation  of those current  federal income
tax laws or of the current interpretations by the Internal Revenue Service.

Cova is taxed as a life insurance company under the Code. For federal income tax
purposes,  the  Separate  Account  is not a  separate  entity  from Cova and its
operations form a part of Cova.

DIVERSIFICATION.  Section  817(h) of the Code  imposes  certain  diversification
standards on the underlying assets of variable life insurance policies. The Code
provides  that a  variable  life  insurance  policy  will not be treated as life
insurance for any period (and any subsequent  period) for which the  investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified.  Disqualification of
the Policy as a life  insurance  contract  would result in imposition of federal
income tax to the owner with  respect to earnings  allocable to the Policy prior
to the receipt of payments  under the  Policy.  The Code  contains a safe harbor
provision which provides that life insurance  policies such as the Policies meet
the  diversification  requirements  if,  as of the  close of each  quarter,  the
underlying assets meet the diversification  standards for a regulated investment
company and no more than fifty-five (55%) percent of the total assets consist of
cash, cash items, U.S.  Government  securities and securities of other regulated
investment  companies.  There is an exception for securities  issued by the U.S.
Treasury in connection with variable life insurance policies.

On March 2, 1989,  the  Treasury  Department  issued  Regulations  (Treas.  Reg.
Section  1.817-5),  which  established  diversification   requirements  for  the
investment  portfolios  underlying variable contracts such as the Policies.  The
Regulations amplify the diversification  requirements for variable contracts set
forth  in the Code and  provide  an  alternative  to the safe  harbor  provision
described above. Under the Regulations,  an investment  portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment;  (ii) no more than 70% of
the  value of the  total  assets  of the  portfolio  is  represented  by any two
investments;  (iii) no more  than 80% of the  value of the  total  assets of the
portfolio is represented by any three investments;  and (iv) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.  For  purposes of these  Regulations,  all  securities  of the same
issuer are treated as a single investment.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer".

Cova intends that each  investment  portfolio  underlying  the Policies  will be
managed by the managers in such a manner as to comply with these diversification
requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which owner control of the
investments  of the  Separate  Account will cause the owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable  tax  treatment  for the Policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The amount of owner control which may be exercised under the Policy is different
in some respects from the  situations  addressed in published  rulings issued by
the Internal  Revenue Service in which it was held that the policy owner was not
the owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the owner to be
considered as the owner of the assets of the Separate Account.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may  be  applied  retroactively  resulting  in  the  owner  being
retroactively determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty  in this  area,  Cova  reserves  the right to modify the
Policy in an attempt to maintain favorable tax treatment.

TAX  TREATMENT  OF THE POLICY.  The Policy has been  designed to comply with the
definition  of life  insurance  contained in Section 7702 of the Code.  Although
some interim  guidance has been  provided  and  proposed  regulations  have been
issued,  final  regulations  have not  been  adopted.  Section  7702 of the Code
requires  the  use  of  reasonable  mortality  and  other  expense  charges.  In
establishing these charges,  Cova has relied on the interim guidance provided in
IRS Notice 88-128 and proposed  regulations  issued on July 5, 1991.  Currently,
there is even less guidance as to a Policy  issued on a  substandard  risk basis
and thus it is even less clear  whether a Policy issued on such basis would meet
the requirements of Section 7702 of the Code.

While Cova has  attempted to comply with Section  7702,  the law in this area is
very complex and unclear. There is a risk, therefore,  that the Internal Revenue
Service  will not concur with Cova's  interpretations  of Section 7702 that were
made in determining such  compliance.  In the event the Policy is determined not
to so comply,  it would not  qualify for the  favorable  tax  treatment  usually
accorded life insurance policies.  Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.

POLICY PROCEEDS.  Loan proceeds and/or surrender  payments from the Policies are
fully  taxable to the extent of income in the Policy and may  further be subject
to an additional  10% federal  income tax penalty.  (See "Tax Treatment of Loans
and Surrenders".)  Otherwise,  the Policy should receive the same federal income
tax treatment as any other type of life  insurance.  As such,  the death benefit
thereunder is excludable from the gross income of the beneficiary  under Section
101(a) of the Code and any benefits  paid under the  Accelerated  Death  Benefit
Rider shall be excludable  from gross income under  Section  101(g) of the Code.
Furthermore,  the  owner is not  deemed  to be in  constructive  receipt  of the
Account Value or Cash Surrender Value,  including  increments  thereon,  under a
Policy until surrender  thereof.  If the death proceeds are to be paid under one
of the  Settlement  Options,  the payments  will be pro rated between the amount
attributable   to  the  death  benefit   which  will  be  excludable   from  the
beneficiary's  income  and the amount  attributable  to  interest  which will be
includable in the beneficiary's income.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Policy owner or beneficiary.  Owners and beneficiaries  should consult their tax
advisers.

JOINT LIVES.  The Policy may be issued with a Joint Life Rider providing for the
payment of the death benefit upon the death of the last surviving insured. While
Cova believes  that a Policy issued on this basis  complies with Section 7702 of
the Code, such  circumstances are not directly  addressed in either Section 7702
or the  regulations  issued  thereunder.  In the absence of regulations or other
guidelines,  there is some  uncertainty as to whether a Policy with such a joint
life feature meets the requirements of Section 7702 of the Code.

TAX  TREATMENT  OF LOANS  AND  SURRENDERS.  The Code  alters  the tax  treatment
accorded to loans and certain  distributions  from life insurance policies which
are  deemed  to  be  "modified  endowment   contracts".   The  Policy's  premium
requirements  are such that  Policies  issued on or after June 21,  1988 will be
treated as modified  endowment  contracts.  A Policy  received in exchange for a
modified endowment contract is also a modified endowment contract  regardless of
whether it meets the 7-pay test.

However,  an exchange under Section 1035 of the Code of a life insurance  policy
entered into before June 21, 1988 for the Policy will not cause the Policy to be
treated as a modified endowment contract if no additional premiums are paid.

A Policy  that was  entered  into  prior to June 21,  1988 may be deemed to be a
modified  endowment  contract if it is materially  changed and fails to meet the
7-pay test.  A Policy  fails to meet the 7-pay test when the  cumulative  amount
paid under the Policy at any time  during the first 7 Policy  Years  exceeds the
sum of the net level  premiums which would have been paid on or before such time
if the Policy  provided for paid-up  future  benefits after the payment of seven
(7) level annual  premiums.  A material change would include any increase in the
future benefits  provided under a policy unless the increase is attributable to:
(1) the  payment of  premiums  necessary  to fund the lowest  death  benefit and
qualified  additional  benefits  payable in the first seven Policy Years; or (2)
the crediting of interest or other earnings (including  policyholder  dividends)
with respect to such premiums.

Assuming  that the Policy  will be treated  as a  modified  endowment  contract,
surrenders  and/or  loan  proceeds  are  taxable  to the extent of income in the
Policy. Such distributions are deemed to be on a last-in, first-out basis, which
means the taxable income is distributed  first.  Loan proceeds and/or  surrender
payments  may also be subject to an  additional  10% federal  income tax penalty
applied to the income portion of such distribution. The penalty shall not apply,
however,  to any  distribution:  (1)  made on or after  the  date on  which  the
taxpayer reaches age 59-1/2;  (2) which is attributable to the taxpayer becoming
disabled  (within the meaning of Section  72(m)(7) of the Code); or (3) which is
part of a  series  of  substantially  equal  periodic  payments  made  not  less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
the joint lives (or joint life  expectancies)  of such  taxpayer  and his or her
beneficiary. Furthermore, only under limited circumstances will interest paid on
Policy loans be tax deductible.

Policy owners should seek competent tax advice on the tax consequences of taking
loans, making a partial or total surrender or making any material  modifications
to their Policies.

MULTIPLE  POLICIES.  The Code further provides that multiple modified  endowment
contracts that are issued within a calendar year period to the same owner by one
company or its  affiliates  are treated as one modified  endowment  contract for
purposes of determining the taxable portion of any loans or distributions.  Such
treatment may result in adverse tax  consequences  including more rapid taxation
of the loans or distributed  amounts from such combination of contracts.  Policy
owners should  consult a tax adviser prior to purchasing  more than one modified
endowment contract in any calendar year period.

TAX  TREATMENT  OF  ASSIGNMENTS.  An  assignment  of a Policy  or the  change of
ownership of a Policy may be a taxable  event.  Policy owners  should  therefore
consult competent tax advisers should they wish to assign or change the owner of
their Policies.

QUALIFIED PLANS. The Policies may be used in conjunction with certain  qualified
plans.  Because the rules governing such use are complex, a purchaser should not
do so until he has consulted a competent qualified plans consultant.

INCOME TAX WITHHOLDING
All  distributions or the portion thereof which is includable in gross income of
the Policy owner are subject to federal  income tax  withholding.  However,  the
Policy  owner in most  cases may elect not to have  taxes  withheld.  The Policy
owner may be required to pay penalties  under the  estimated  tax rules,  if the
Policy owner's withholding and estimated tax payments are insufficient.

REPORTS TO OWNERS
Cova will send to each owner  semi-annual  and annual  reports of the investment
portfolios.  Within 30 days after each Policy  Anniversary,  an annual statement
will be sent to each owner.  The statement will show the current amount of death
benefit payable under the Policy,  the current  Account Value,  the current Cash
Surrender  Value,  current  debt  and  will  show  all  transactions  previously
confirmed.  The statement will also show premiums paid and all charges  deducted
during the Policy Year.

Confirmations  will  be  mailed  to  Policy  owners  within  seven  days  of the
transaction of: (a) the receipt of premium;  (b) any transfer between investment
portfolios;  (c)  any  loan,  interest  repayment,  or loan  repayment;  (d) any
surrender; (e) exercise of the free look privilege; and (f) payment of the death
benefit  under the Policy.  Upon  request a Policy  owner shall be entitled to a
receipt of premium payment.

LEGAL PROCEEDINGS
There are no legal  proceedings to which the Separate Account or the Distributor
is a party or to which the assets of the Separate  Account are subject.  Cova is
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Separate Account.

EXPERTS
The consolidated balance sheets of Cova as of December 31, 1996 and 1995 and the
related consolidated  statements of income,  shareholder's equity and cash flows
for the year ended  December  31, 1996 and the periods from June 1, 1995 through
December  31,  1995 and  January 1 through  May 31,  1995 and for the year ended
December  31, 1994  included  herein,  have been  included in reliance  upon the
reports of KPMG Peat  Marwick LLP,  independent  certified  public  accountants,
appearing  elsewhere  herein,  and upon the authority of said firm as experts in
accounting and auditing.

FINANCIAL STATEMENTS
There are no financial  statements for the Separate  Account  because it has not
yet commenced operations.



COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Financial Statements

December 31, 1996, 1995 and 1994

(With Independent Auditors' Report Thereon)

















<PAGE>






                         INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholder
Cova Financial Services Life Insurance Company:


We have audited the accompanying consolidated balance sheets of Cova Financial
Services Life Insurance Company and subsidiaries (a wholly owned subsidiary of
Cova Corporation) as of December 31, 1996 and 1995, and the related
consolidated  statements of income, shareholders equity and cash flows for the
year  ended December 31, 1996 and the period from June 1, 1995 to December 31,
1995  (Successor  periods),  and from January 1, 1995 to May 31, 1995, and for
the  year  ended  December 31, 1994 (Predecessor periods).  These consolidated
financial  statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Cova
Financial  Services Life Insurance Company and subsidiaries as of December 31,
1996  and  1995,  and the results of their operations and their cash flows for
the Successor periods, in conformity with generally accepted accounting
principles.  Also, in our opinion, the aforementioned Predecessor consolidated
financial  statements present fairly, in all material respects, the results of
their  operations  and their cash flows for the Predecessor periods presented,
in conformity with generally accepted accounting principles.






St. Louis, Missouri
March 7, 1997



<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Balance Sheets

December 31, 1996 and 1995
(In thousands of dollars)
<TABLE>

<CAPTION>

                 ASSETS                                       1996         
1995

<S>                                                   <C>         <C>
Investments:
  Debt securities available for sale at market
(cost of $952,817 in 1996 and $583,868 in 1995)       $  949,611  $  594,556
  Mortgage loans (net)                                   244,103      77,472
  Policy loans                                            22,336      19,125
  Short-term investments at cost which approximates
    market                                                 4,404       7,859
                                                      ----------  ----------

Total investments                                      1,220,454     699,012
                                                      ----------  ----------

Cash and cash equivalents - interest bearing              38,322      59,312
Cash - non-interest bearing                                5,501       2,944
Receivable from sale of securities                         1,064          --
Accrued investment income                                 15,011       9,116
Deferred policy acquisition costs                         49,833      14,468
Present value of future profits                           46,389      38,155
Goodwill                                                  20,849      23,358
Federal and state income taxes recoverable                 1,461         397
Deferred tax benefits (net)                               13,537      13,556
Receivable from OakRe                                  1,973,813   2,391,982
Reinsurance receivables                                    3,504       8,891
Other assets                                               2,205       2,425
Separate account assets                                  641,871     410,449
                                                      ----------  ----------

Total Assets                                          $4,033,814  $3,674,065
                                                      ==========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.
(continued)

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Balance Sheets (Continued)

December 31, 1996 and 1995
(In thousands of dollars)
<TABLE>

<CAPTION>

LIABILITIES AND SHAREHOLDERS EQUITY                   1996         1995

<S>                                           <C>          <C>
Policyholder deposits                         $3,135,325   $3,033,763 
Future policy benefits                            32,342       28,071 
Payable on purchase of securities                 15,978        5,327 
Accounts payable and other liabilities            19,764       20,143 
Future purchase price payable to OakRe            16,051       23,967 
Guaranty fund assessments                         12,409       14,259 
Separate account liabilities                     626,901      410,449 
                                              -----------  -----------

Total Liabilities                              3,858,770    3,535,979 
                                              -----------  -----------

Shareholders equity:
  Common stock, $2 par value.  (Authorized
5,000,000 shares; issued and outstanding
2,899,446 shares in 1996 and 1995)                 5,799        5,799 
  Additional paid-in capital                     166,491      129,586 
  Retained earnings                                3,538          (63)
  Net unrealized appreciation/(depreciation)
    on securities, net of tax                       (784)       2,764 
                                              -----------  -----------

Total Shareholders Equity                        175,044      138,086 
                                              -----------  -----------

Total Liabilities and Shareholders Equity     $4,033,814   $3,674,065 
                                              ===========  ===========
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Statements of Income

Years ended December 31, 1996, 1995, and 1994
(In thousands of dollars)
<TABLE>

<CAPTION>
                                                       THE COMPANY             PREDECESSOR
                                                             7 MONTHS      5 MONTHS
                                                               ENDED        ENDED
                                                    1996      12/31/95     5/31/95       1994

<S>                                                 <C>      <C>       <C>         <C>
Revenues:
  Premiums                                          $ 3,154  $   921   $   1,097   $    2,787 
  Net investment income                              70,629   24,188      92,486      277,616 
  Net realized gain (loss) on sale of investments       472    1,324     (12,414)    (101,361)
  Separate Account charges                            7,205    2,957       1,818        3,992 
  Other income                                        1,320      725       1,037        2,713 
                                                    -------  --------  ----------  -----------

Total revenues                                       82,780   30,115      84,024      185,747 
                                                    -------  --------  ----------  -----------

Benefits and expenses:
  Interest on policyholder deposits                  50,100   17,706      97,867      249,905 
  Current and future policy benefits                  5,130    1,785       1,830        5,259 
  Operating and other expenses                       14,573    7,126      12,777       24,479 
  Amortization of purchased intangible assets         2,332    3,030          --           -- 
  Amortization of deferred acquisition costs          4,389      100      11,157      125,357 
                                                    -------  --------  ----------  -----------

Total Benefits and Expenses                          76,524   29,747     123,631      405,000 
                                                    -------  --------  ----------  -----------

Income/(loss) before income taxes                     6,256      368     (39,607)    (219,253)
                                                    -------  --------  ----------  -----------
Income Taxes:
  Current                                             1,740    1,011     (16,404)     (46,882)
  Deferred                                              915     (580)      6,340      (30,118)
                                                    -------  --------  ----------  -----------

Total income tax expense/(benefit)                    2,655      431     (10,064)     (77,000)
                                                    -------  --------  ----------  -----------

Net Income/(Loss)                                   $ 3,601  $   (63)  $ (29,543)  $(142,253))
                                                    =======  ========  ==========  ===========
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Statements of Shareholders Equity

Years ended December 31, 1996, 1995 and 1994
(In thousands of dollars)
<TABLE>

<CAPTION>
                                                     THE COMPANY                PREDECESSOR
                                                             7 MONTHS      5 MONTHS
                                                              ENDED          ENDED
                                                     1996    12/31/95       5/31/95     1994

<S>                                                <C>        <C>        <C>        <C>
Common stock ($2 par value common stock;
  Authorized 5,000,000 shares; issued and
    outstanding 2,899,446 in 1996, 1995 and 1994
      Balance at beg. of period)                   $  5,799   $  5,799   $  5,799   $   5,632 
  Par value of additional shares issued                  --         --         --         167 
                                                   ---------  ---------             ----------

Balance at end of period                              5,799      5,799      5,799       5,799 
                                                   ---------  ---------  ---------  ----------

Additional paid-in capital:
  Balance at beginning of period                    129,586    137,749    136,534     120,763 
Adjustment to reflect purchase acquisition
  indicated in note 2                                    --    (52,163)        --          -- 
Capital contribution                                 36,905     44,000      1,215      15,771 
                                                   ---------  ---------  ---------  ----------

Balance at end of period                            166,491    129,586    137,749     136,534 
                                                   ---------  ---------  ---------  ----------

Retained earnings/(deficit):
  Balance at beginning of period                        (63)   (36,441)     1,506     143,759 
Adjustment to reflect purchase acquisition               --     36,441         --          -- 
   indicated in note 2
 Net income/(loss)                                    3,601        (63)   (29,543)   (142,253)
 Dividends to shareholder                                --         --     (8,404)         -- 
                                                   ---------  ---------  ---------  ----------

Balance at end of period                           $  3,538   $    (63)  $(36,441)  $   1,506 
                                                   ---------  ---------  ---------  ----------
</TABLE>

See accompanying notes to consolidated financial statements.
(Continued)

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Statements of Shareholders Equity (Continued)

Years ended December 31, 1996, 1995 and 1994
(In thousands of dollars)

<TABLE>

<CAPTION>
                                                          THE COMPANY            PREDECESSOR
                                                                 7 MONTHS   5 MONTHS
                                                                   ENDED     ENDED
                                                         1996    12/31/95   5/31/95     1994

<S>                                                          <C>        <C>        <C>         <C>
Net unrealized appreciation/(depreciation)of   securities:
 Balance at beginning of period                                 2,764   $(28,837)  $ (65,228)  $    (321)
 Adjustment to reflect purchase acquisition
   indicated in note 2                                             --     28,837          --          -- 
 Implementation of change in accounting for
    marketable debt and equity securities,
      net of effects of deferred taxes
       of $18,375 and deferred acquisition
          costs of $42,955                                         --         --          --      34,125 
 Change in unrealized appreciation/(depreciation)
    of debt and equity securities                             (13,915)    10,724     178,010    (357,502)
 Change in deferred Federal income taxes                        1,910     (1,489)    (18,458)     53,324 
 Change in deferred acquisition costs attributable
    to unrealized losses/(gains)                                1,561         --    (123,161)    205,146 
 Change in present value of future profits
    attributable to unrealized losses/(gains)                   6,896     (6,471)         --          -- 
                                                             ---------  ---------              ----------
 Balance at end of period                                        (784)     2,764     (28,837)    (65,228)
                                                             ---------  ---------  ----------  ----------

 Total Shareholders Equity                                   $175,044   $138,086   $  78,270   $  78,611 
                                                             =========  =========  ==========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Statements of Cash Flows

Years ended December 31, 1996, 1995 and 1994
(In thousands of dollars)
<TABLE>

<CAPTION>

                                                      THE COMPANY            PREDECESSOR
                                                            7 MONTHS    5 MONTHS
                                                              ENDED       ENDED
                                                  1996       12/31/95    5/31/95      1994


<S>                                              <C>         <C>         <C>          <C>
Cash flows from operating activities:
  Interest and dividend receipts                 $  68,622   $  18,744   $  131,439   $   309,856 
  Premiums received                                  3,154         921        1,097         2,787 
  Insurance and annuity benefit payments            (3,729)     (2,799)      (1,809)       (3,755)
  Operating disbursements                          (17,158)    (10,480)      (9,689)      (26,023)
  Taxes on income refunded (paid)                   (3,016)         60       48,987        17,032 
  Commissions and acquisition costs paid           (36,735)    (17,456)     (23,872)      (26,454)
  Other                                                937         529        1,120           836 
                                                 ----------  ----------  -----------  ------------

Net cash provided by/(used in) operating
  activities                                        12,075     (10,481)     147,273       274,279 
                                                 ----------  ----------  -----------  ------------

Cash flows from investing activities:
  Cash used for the purchase of investment
    securities                                    (715,274)   (875,994)    (575,891)   (1,935,353)
  Proceeds from investment securities sold and
    matured                                        262,083     253,814    2,885,053     3,040,474 
  Other                                            (14,166)        179       (8,557)       (8,185)
                                                 ----------  ----------  -----------  ------------

Net cash provided by/(used in) investing
  activities                                     $(467,357)  $(622,003)  $2,300,605   $ 1,096,936 
                                                 ----------  ----------  -----------  ------------
</TABLE>

See accompanying notes to consolidated financial statements.
(Continued)

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Statements of Cash Flows (Continued)

Years ended December 31, 1996, 1995 and 1994
(In thousands of dollars)

<TABLE>

<CAPTION>
                                                     THE COMPANY             PREDECESSOR
                                                            7 MONTHS     5 MONTHS
                                                              ENDED        ENDED
                                                  1996       12/31/95     5/31/95     1994

<S>                                          <C>         <C>         <C>            <C>
Cash flows from financing activities:
  Policyholder deposits                      $ 446,784   $ 132,752   $    130,660   $  274,960 
  Transfers from/(to) OakRe                    574,010     628,481     (3,048,531)          -- 
  Transfer to Separate Accounts               (119,592)    (37,946)        (4,835)     (33,548)
  Return of policyholder deposits             (491,025)   (436,271)      (290,586)    (608,868)
  Dividends to Shareholder                          --          --         (8,404)          -- 
  Capital contributions received                20,000      44,000          1,215       15,938 
                                             ----------  ----------  -------------  -----------

Net cash provided by/(used in) financing
  activities                                   430,177     331,016     (3,220,481)    (351,518)
                                             ----------  ----------  -------------  -----------

Increase/(decrease) in cash and cash
  equivalents                                  (25,105)   (301,468)      (772,603)   1,019,697 

Cash and cash equivalents at beginning of
  period                                        62,256     363,724      1,136,327      116,630 
CFLIC contributed cash (Note 9)                  6,672          --             --           -- 
Cash and cash equivalents at end of period   $  43,823   $  62,256   $    363,724   $1,136,327 
                                             ==========  ==========  =============  ===========
</TABLE>


See accompanying notes to consolidated financial statements.

(Continued)

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Consolidated Statements of Cash Flows, Continued
(In thousands of dollars)
<TABLE>

<CAPTION>
                                                       THE COMPANY          PREDECESSOR
                                                              7 MONTHS   5 MONTHS
                                                                ENDED      ENDED
                                                    1996      12/31/95    5/31/95    1994

<S>                                                  <C>        <C>        <C>        <C>
Reconciliation of net income/(loss)to net cash
 provided by operating activities:
   Net income/(loss)                                 $  3,601   $    (63)  $(29,543)  $(142,253)
   Adjustments to reconcile net income/(loss)
     to net cash provided by operating activities:
       Increase/(decrease) in future policy
         benefits (net of reinsurance)                    680     (1,013)        11       1,494 
       Increase/(decrease) in payables and accrued
           liabilities                                  2,900       (392)   (10,645)      3,830 
       Decrease/(increase) in accrued investment
           income                                      (4,778)    (7,904)    32,010      21,393 
       Amortization of intangible assets                6,721      3,831     11,309     125,722 
       Amortization and accretion of securities
           premiums and discounts                       2,751        307      2,410       3,635 
       Recapture commissions paid to OakRe             (4,483)    (4,777)        --          -- 
       Net realized losson sale of
           investments                                   (472)    (1,324)    12,414     101,361 
       Interest accumulated on policyholder
           deposits                                    50,100     17,706     97,867     249,905 
       Investment expenses paid                         1,151        642      2,373       7,296 
       Decrease/(Increase)in guaranty assessments          --       (104)     5,070        (935)
       Increase/(decrease) in current and deferred
           Federal income taxes                          (351)       491     38,923     (59,263)
       Separate account net loss                       (2,008)         1          1           2 
       Deferral of acquisition costs                  (34,803)   (14,568)   (13,354)    (30,024)
       Other                                           (8,934)    (3,314)    (1,573)     (7,884)
                                                                           ---------  ----------

Net cash provided by operating activities            $ 12,075   $(10,481)  $147,273   $ 274,279 
                                                     =========  =========  =========  ==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

December 31, 1996, 1995 and 1994

(1)  NATURE OF BUSINESS AND ORGANIZATION

     NATURE OF THE BUSINESS

Cova  Financial Services Life Insurance Company (CFSLIC) and subsidiaries (the
Company), formerly  Xerox Financial Services Life Insurance Company (the
Predecessor),  market and service single premium deferred annuities, immediate
annuities, variable annuities, and single premium whole-life insurance
policies.  The Company is licensed to do business in 47 states and the
District of Columbia.  Most of the policies issued present no significant
mortality  nor  longevity risk to the Company, but rather represent investment
deposits by the policyholders.  Life insurance policies provide policy
beneficiaries  with mortality benefits amounting to a multiple, which declines
with age, of the original premium.

Under  the deferred annuity contracts, interest rates credited to policyholder
deposits  are guaranteed by the Company for periods from one to ten years, but
in no case may renewal rates be less than 3%.  The Company may assess
surrender  fees  against  amounts  withdrawn prior to scheduled rate reset and
adjust  account  values  based on current crediting rates.  Policyholders also
may incur certain Federal income tax penalties on withdrawals.

Although the Company markets its products through numerous distributors,
including regional brokerage firms, national brokerage firms and banks,
approximately  66%,  59%  and 57% of the companies sales have been through two
specific  brokerage firms, A.G. Edwards & Sons, Incorporated. and Edward Jones
& Company in 1996, 1995 and 1994, respectively.

     ORGANIZATION

Prior to June 1, 1995 Xerox Financial Services, Inc. (XFSI) owned 100% or
2,899,446  shares  of  the  Predecessor.  XFSI is a wholly owned subsidiary of
Xerox Corporation.

On  June  1,  1995  XFSI sold 100% of the issued and outstanding shares of the
Predecessor to Cova Corporation, a subsidiary of General American Life
Insurance  Company  (GALIC),  a  Missouri domiciled life insurance company, in
exchange  for  approximately $91.4 million in cash and $22.7 million in future
payables.  In  conjunction  with  this Agreement, the Predecessor also entered
into a financing reinsurance transaction that caused OakRe Life Insurance
Company(OakRe),a subsidiary of the Predecessor, to assume the economic
benefits  and  risks  of the existing single premium deferred annuity deposits
(SPDAs) of Cova Financial Services Life Insurance Company, which had an
aggregate  carrying  value  at June 1, 1995 of $2,982.0 million.  In exchange,
the  Predecessor  transferred  specifically  identified assets to OakRe with a
market value at June 1, 1995 of $2,986.0 million. Ownership of OakRe was
retained by XFSI subsequent to the sale of the Predecessor and other
affiliates.  The Receivable from OakRe to the Company that was created by this
transaction will be liquidated over the remaining crediting rate guaranty
periods (which will be substantially expired in four years) by the transfer of
cash in the amount of the then current account value, less a recapture
commission fee to OakRe on policies retained beyond their 30-day no-fee
surrender  window  by  the Company, upon the next crediting rate reset date of
each annuity policy.  The Company may then reinvest that cash for those
policies  that  are  retained  and thereafter assume the benefits and risks of
those deposits.




COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

In  the  event that both OakRe and XFSI default on the receivable, the Company
may draw funds from a standby bank irrevocable letter of credit established by
XFSI  in  the  amount  of $500 million.  No funds were drawn on this letter of
credit during the periods ending December 31, 1996 and 1995.

In  substance, terms of the agreement have allowed the seller, XFSI, to retain
substantially all of the existing financial benefits and risks of the existing
business,  while  the  purchaser,  GALIC, obtained the corporate operating and
product  licenses,  marketing  and administrative capabilities of the Company,
and  access  to  the  retention of the policyholder deposit base that persists
beyond the next crediting rate reset date.

The  Company  owns 100% of the outstanding shares of First Cova Life Insurance
Company  (a  New  York domiciled insurance company) (FCLIC) and Cova Financial
Life  Insurance  Company  (a California domiciled insurance company) (CFLIC). 
Ownership  of  Cova  Financial Life Insurance Company was obtained on December
31,  1996  as  the  result of a capital contribution by Cova Corporation.  The
Company has presented  the consolidated financial position and results of
operations  for  its subsidiaries from the dates of actual ownership (see note
9).

(2)  CHANGE IN ACCOUNTING

Upon closing the sale, the Company restated its financial statements in
accordance with "push down purchase accounting", which allocates the net
purchase  price  for  the  Company and its then sole subsidiary FCLIC of $91.4
million  according  to the fair values of the acquired assets and liabilities,
including the estimated present value of future profits.  These allocated
values were dependent upon policies in force and market conditions at the time
of  closing,  however,  these  allocations were not finalized until 1996.  The
table below summarizes the final allocation of purchase price:
<TABLE>

<CAPTION>
(In Millions)                                                                 

<S>                                <C>             June 1, 1995
                                   --------------
Assets acquired:
  Debt securities                  $         32.4
  Policy loans                               18.3
  Cash and cash equivalents                 363.7
  Present value of future profits            47.4
  Goodwill                                   20.5
  Deferred tax benefit                       24.9
  Receivable from OakRe                   2,969.0
  Other assets                                5.9
  Separate account assets                   332.7
                                   --------------
                                          3,814.8
                                   --------------
Liabilities assumed:
  Policyholder deposits                   3,299.2
  Future policy benefits                     27.2
  Future purchase price payable              22.7
  Deferred Federal income taxes              12.6
  Other liabilities                          29.0
  Separate account liabilities              332.7
                                   --------------
                                          3,723.4
                                   --------------
Adjusted purchase price            $         91.4
                                   ==============
</TABLE>




<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

In addition to revaluing all material tangible assets and liabilities to their
respective estimated market values as of the closing date of the sale, the
Company also recorded in its financial statements the excess of cost over fair
value of net assets acquired (goodwill) as well as the present value of future
profits to be derived from the purchased and reinsured business. These amounts
were determined in accordance with the purchase method of accounting. This new
basis of accounting resulted in an increase in shareholders equity of $13.1
million in 1995 reflecting the application of push down purchase accounting. 
The Companys consolidated financial statements subsequent to June 1, 1995
reflect this new basis of accounting.

All amounts for periods ended before June 1, 1995 are labeled Predecessor and
are based on predecessor historical costs.  The periods ending on or after
such date are labeled The Company, and are based on the new cost basis of the
Company or fair values at June 1, 1995 and subsequent results of operations.

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     SECURITIES

Investments in all debt securities and those equity securities with readily
determinable market values are classified into one of three categories:
held-to-maturity, trading, or available-for-sale. Classification of
investments is based on management's current intent. All debt and equity
securities at December 31, 1996 and 1995 were classified as
available-for-sale. Securities available-for-sale are carried at market value,
with unrealized holding gains and losses reported as a separate component of
stockholders equity, net of deferred effects of income tax and related effects
on deferred acquisition costs.

Amortization of the discount or premium from the purchase of mortgage-backed
bonds is recognized using a level-yield method which considers the estimated
timing and amount of prepayments of the underlying mortgage loans.  Actual
prepayment experience is periodically reviewed and effective yields are
recalculated when differences arise between the prepayments previously
anticipated and the actual prepayments received and currently anticipated. 
When such a difference occurs, the net investment in the mortgage-backed bond
is adjusted to the amount that would have existed had the new effective yield
been applied since the acquisition of the bond, with a corresponding charge or
credit to interest income (the "retrospective method").

A realized loss is recognized and charged against income if the Company's
carrying value in a particular investment in the available-for-sale category
has experienced a significant decline in market value that is deemed to be
other than temporary.

Investment income is recorded when earned.  Realized capital gains and losses
on the sale of investments are determined on the basis of specific costs of
investments and are credited or charged to income.  Gains or losses on
financial future or option contracts which qualify as hedges of investments
are treated as basis adjustments and are recognized in income over the life of
the hedged investments.

     MORTGAGE LOANS AND OTHER INVESTED ASSETS

Mortgage loans and policy loans are carried at their unpaid principal
balances.  Real estate is carried at cost less accumulated depreciation. 
Other invested assets are carried at lower of cost or market.



<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

Real estate reserves are established when declines in collateral values,
estimated in light of current economic conditions and calculated in conformity
with Statement of Financial Accounting Standards No. 114, Accounting by
Creditors for Impairment of a Loan (SFAS 114), indicate a likelihood of loss. 
Prior to 1995, the Company evaluated its real estate-related assets (including
accrued interest) by estimating the probabilities of loss utilizing various
projections that included several factors relating to the borrower, property,
term of the loan, tenant composition, rental rates, other supply and demand
factors and overall economic conditions.  Generally, at that time, the reserve
was based upon the excess of the loan amount over the estimated future cash
flows from the loan.

In 1995, the Company adopted Statement of Financial Accounting Standards No.
118, Accounting by Creditors for Impairment of a Loan -- Income Recognition
and Disclosures (SFAS 118).  SFAS 118 amends SFAS 114, providing clarification
of income recognition issues and requiring additional disclosures relating to
impaired loans.  The adoption of SFAS 114 and 118 had no effect on the
Companys financial position or results of operations at or for the period
ended December 31, 1995. The Company had no impaired loans, but did establish
a valuation allowance for potential losses on mortgage loans of $88 thousand
at December 31, 1996.

Prior to 1995, when an investment supported by real estate collateral was
deemed "in-substance" foreclosed, the investment was reclassified as real
estate and recorded at its fair value, with any reduction in carrying value
recorded as a realized loss.  The change in this valuation was recorded as a
realized capital gain or loss in the statements of income.

     CASH AND CASH EQUIVALENTS

Cash and cash equivalents include currency and demand deposits in banks, US
Treasury bills, money market accounts, and commercial paper with maturities
under 90 days, which are not otherwise restricted.

SEPARATE ACCOUNT ASSETS

The separate account investments are assigned to the policyholders in the
separate accounts, and are not guaranteed or supported by the other general
investments of the Company.  The Company earns mortality and expense risk fees
from the separate accounts and assesses withdrawal charges in the event of
early withdrawals.  Separate accounts assets are valued at fair market value.

In order to provide for optimum policyholder returns, and to allow for the
replication of the investment performance of existing cloned mutual funds, the
Company has periodically transferred capital to the separate account to
provide for the initial purchase of investments in new portfolios.  As
additional funds have been received through policyholder deposits, the Company
has periodically reduced its capital investment in the separate accounts.  As
of December 31, 1996, approximately $15.0 million of capital investments
remained within the separate accounts.

<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

     DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business which vary with and are directly related
to the production of new business, principally commissions, premium taxes,
sales costs, and certain policy issuance and underwriting costs, are deferred.
 These deferred costs are amortized in proportion to estimated future gross
profits derived from investment income, realized gains and losses on sales of
securities, unrealized securities gains and losses, interest credited to
accounts, surrender fees, mortality costs, and policy maintenance expenses. 
The estimated gross profit streams are periodically reevaluated and the
unamortized balance of deferred acquisition costs is adjusted to the amount
that would have existed had the actual experience and revised estimates been
known and applied from the inception of the policies and contracts.  The
amortization and adjustments resulting from unrealized gains and losses is not
recognized currently in income but as an offset to the unrealized gains and
losses reflected as a separate component of equity.

The components of deferred policy acquisition costs are shown below.  The
effects on deferred policy acquisition costs of the consolidation of CFLIC
(see note 9) with the Company are presented separately.


<TABLE>

<CAPTION>
                                              THE COMPANY             PREDECESSOR
                                                      7 MONTHS    5 MONTHS
                                                        ENDED       ENDED
(In Thousands)                    1996     12/31/95    5/31/95      1994

<S>                                         <C>       <C>        <C>         <C>
Deferred policy acquisition costs,
  beginning of period                       $14,468   $ 92,398   $ 213,362   $ 146,504 
Effects of push down purchase
  accounting                                     --    (92,398)         --          -- 
Commissions and expenses deferred            34,803     14,568      13,354      30,025 
Amortization                                 (4,389)      (100)    (11,157)   (125,357)
Deferred policy acquisition costs
 attributable to unrealized gains/(losses)    1,561         --    (123,161)    162,190 
Effects on deferred policy acquisition
  costs of CFLIC consolidation                3,390         --          --          -- 
                                            --------                                   
Deferred policy acquistion costs,
  end of period                             $49,833   $ 14,468   $  92,398   $ 213,362 
                                            ========  =========  ==========  ==========
</TABLE>


     PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

In accordance with the purchase method of accounting for business
combinations, two intangible assets and a future payable related to accrued
purchase price consideration were established as of the purchase date:

     PRESENT VALUE OF FUTURE PROFITS

As of June 1, 1995 the Company established an intangible asset which
represents the present value of future profits to be derived from both the
purchased and transferred blocks of business. Certain estimates were utilized
in the computation of this asset including estimates of future policy
retention, investment income, interest credited to policyholders, surrender
fees, mortality costs, and policy maintenance costs discounted at a pre-tax
rate of 18% (12% net after tax).




<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

In addition, as the Company has the option of retaining its SPDA policies
after they reach their next interest rate reset date and are recaptured from
OakRe, a component of this asset represents estimates of future profits on
recaptured business. This asset will be amortized in proportion to estimated
future gross profits derived from investment income, realized gains and losses
on sales of securities, unrealized securities gains and losses, interest
credited to accounts, surrender fees, mortality costs, and policy maintenance
expenses.  The estimated gross profit streams are periodically reevaluated and
the unamortized balance of present value of future profits will be adjusted to
the amount that would have existed had the actual experience and revised
estimates been known and applied from the inception.  The amortization and
adjustments resulting from unrealized gains and losses is not recognized
currently in income but as an offset to the unrealized gains and losses
reflected as a separate component of equity.  The amortization period is the
remaining life of the policies, which is estimated to be 20 years from the
date of original policy issue.

Based on current assumptions, amortization of the original in-force PVFP
asset, expressed as a percentage of the original in-force asset, are projected
to be 6.8%, 5.8%, 4.6%, 4.5% and 4.7% for the years ended December 31, 1997
through 2001, respectively.  Actual amortization incurred during these years
may be more or less as assumptions are modified to incorporate actual results.

During 1996, the Company adjusted its original purchase accounting to include
a revised estimate of the ultimate renewal (recapture) rate.  This adjustment
resulted in a re-allocation of the net purchased intangible asset between
present value of future profits, goodwill and the future payable.  This final
allocation and the resulting impact on inception to date amortization was
recorded, in its entirety, in 1996.  No restatement of the June 1, 1995
opening Balance Sheet was made.

The components of present value of future profits are below.  The effects on
present value of future profits of the consolidation of CFLIC (see note 9)
with the Company are presented separately.
<TABLE>

<CAPTION>
                                                                        The Company
                                                                             7 Months
Ended
(In Thousands)                                                        1996     
12/31/95

<S>                                                                <C>       <C>
Present value of future profits - beginning of period               38,155    46,709 
Interest added                                                       3,274     1,941 
Net amortization                                                    (3,747)   (4,024)
Present value of future profits attributable to unrealized gains     6,896    (6,471)
Adjustment due to revised push down purchase accounting                698        -- 
Effects on present value of future profits of CFLIC consolidation    1,113        -- 
Present value of future profits - end of period                    $46,389   $38,155 
</TABLE>

                                                                Future payable

    Pursuant to the financial reinsurance agreement with OakRe, the receivable
from OakRe becomes due in installments when the SPDA policies reach their next
crediting rate reset date.  For any recaptured policies that continue in force
 into the next guarantee period, the Company will pay a commission to OakRe of
        1.75% up to 40% of policy account values originally reinsured and 3.5%
   thereafter. On policies that are recaptured and subsequently exchanged to a
 variable annuity policy, the Company will pay a commission to OakRe of 0.50%.
                                                                   (continued)


<PAGE>
               COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
                               (a wholly owned subsidiary of Cova Corporation)

                                    Notes to Consolidated Financial Statements

   The Company has recorded a future payable that represents the present value
        ofthe anticipated future commission payments payable to OakRe over the
        remaining life of the financial reinsurance agreement discounted at an
     estimated borrowing rate of 6.5%.  This liability represents a contingent
  purchase price payable for the policies transferred to OakRe on the purchase
date and has been pushed down to the Company through the financial reinsurance
       agreement.  The Company expects that this payable will be substantially
                                                extinguished by the year 2000.

   The components of this future payable are below.  The effects on the future
       payable of the consolidation of CFLIC (see note 9) with the Company are
                                                         presented separately.
<TABLE>

<CAPTION>
                                                              The Company
                                                                 7 Months
Ended
(In Thousands)                                              1996     12/31/95

<S>                                                      <C>       <C>
Future payable - beginning of period                     $23,967   $27,797 
Interest added                                               943       947 
Payments to OakRe                                         (4,483)   (4,777)
Adjustment due to revised push down purchase accounting   (5,059)       -- 
Effects on future payable of CFLIC consolidation             683        -- 
                                                         --------          
Future payable - end of period                           $16,051   $23,967 
                                                         ========  ========
</TABLE>


<PAGE>
               COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
                               (a wholly owned subsidiary of Cova Corporation)

                                    Notes to Consolidated Financial Statements

                                                                      Goodwill

     Under the push down method of purchase accounting, the excess of purchase
   price over the fair value of tangible and intangible assets and liabilities
 acquired is established as an asset and referred to as Goodwill.  The Company
    has elected to amortize goodwill on the straight line basis over a 20 year
period.  The components of goodwill are below.  The effects on goodwill of the
consolidation of CFLIC (see note 9) with the Company are presented separately.

<TABLE>

<CAPTION>

<S>                                                       <C>                   <C>
(In Thousands)                                                   The Company
                                                          --------------------                  
                                                                                 7 Months Ended 
                                                                         1996          12/31/95 
                                                                                ----------------
Goodwill - beginning of period                            $            23,358   $        24,060 
Amortization                                                             (916)             (702)
Adjustment due to revised push down purchase accounting
                                                                       (3,626)               -- 
Effects on goodwill of CFLIC consolidation                              2,033                -- 
                                                          --------------------                  

Goodwill - end of period                                  $            20,849   $        23,358 
</TABLE>


     Deferred Tax Assets and Liabilities

XFSI and GALIC agreed to file an election to treat the acquisition of the
Company as an asset acquisition under the provisions of Internal Revenue Code
Section 338(h)(10).  As a result of that election, the tax basis of the
Companys assets as of the date of acquisition were revalued based upon fair
market values.  The principal effect of the election was to establish a tax
asset on the tax-basis balance sheet of approximately $35.3 million for the
value of the business acquired that is amortizable for tax purposes over ten
to fifteen years.

     POLICYHOLDER DEPOSITS

The Company recognizes its liability for policy amounts that are not subject
to policyholder mortality nor longevity risk at the stated contract value,
which is the sum of the original deposit and accumulated interest, less any
withdrawals.  The average weighted interest crediting rate on the Companys
policyholder deposits as of December 31, 1996 was 5.77%.

     FUTURE POLICY BENEFITS

Reserves are held for future annuity benefits that subject the Company to
risks to make payments contingent upon the continued survival of an individual
or couple (longevity risk).  These reserves are valued at the present value of
estimated future benefits discounted for interest, expenses, and mortality. 
The assumed mortality is the 1983 Individual Annuity Mortality Tables
discounted at 5.50% to 8.50%, depending upon year of issue.

Current mortality benefits payable are recorded for reported claims and
estimates of amounts incurred but not reported.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

     PREMIUM REVENUE

The Company recognizes premium revenue at the time of issue on annuity
policies that subject it to longevity risks.

The Company currently assesses no explicit life insurance premium for its
commitment to make payments in excess of its recorded liability that are
contingent upon policyholder mortality.  Benefits paid in excess of the
recorded liability are recognized when incurred as the amounts are not
material to the financial statements.

Amounts collected on policies not subject to any mortality or longevity risk
are recorded as increases in the policyholder deposits liability.

     FEDERAL INCOME TAXES

Prior to June 1,1995 the revenues and expenses of the Predecessor were
included in a consolidated Federal income tax return with its parent company
and other affiliates.  Allocations of Federal income taxes were based upon
separate return calculations.

Subsequent to June 1, 1995, the Company filed its own separate income tax
return, independent from its ultimate parent, GALIC.

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amount of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards.  Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled.  The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income to the period that includes
the enactment date.

     RISKS AND UNCERTAINTIES

In preparing the consolidated financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities as of the
date of the balance sheet and revenues and expenses for the period.  Actual
results could differ significantly from those estimates.

The following elements of the consolidated financial statements are most
affected by the use of estimates and assumptions:

      -   Investment market valuation
      -   Amortization of deferred policy acquisition costs
      -   Amortization of present value of future profits
      -   Recoverability of Goodwill

The market value of the Company's investments is subject to the risk that
interest rates will change and cause a temporary increase or decrease in the
liquidation value of debt securities.  To the extent that fluctuations in
interest rates cause the cash flows of assets and liabilities to change, the
Company might have to liquidate assets prior to their maturity and recognize a
gain or loss.  Interest rate exposure for the investment portfolio is managed
through asset/liability management techniques which attempt to control the
risks presented by differences in the probable cash flows and reinvestment of
assets with the timing of crediting rate changes in the Company's policies and
contracts.  Changes in the estimated prepayments of mortgage-backed securities
also may cause retrospective changes in the amortization period of securities
and the related recognition of income.


COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

The amortization of deferred acquisition costs is based on estimates of
long-term future gross profits from existing policies.  These gross profits
are dependent upon policy retention and lapses, the spread between investment
earnings and crediting rates, and the level of maintenance expenses.  Changes
in circumstances or estimates may cause retrospective adjustment to the
periodic amortization expense and the carrying value of the deferred expense.

In a similar manner, the amortization of present value of future profits is
based on estimates of long-term future profits from existing and recaptured
policies.

These gross profits are dependent upon policy retention and lapses, the spread
between investment earnings and crediting rates, and the level of maintenance
expenses.  Changes in circumstances or estimates may cause retrospective
adjustment to the periodic amortization expense and the carrying value of the
asset.

In accordance with Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long Lived Assets and for Long Lived Assets
to be Disposed of (SFAS 121), which was adopted by the Company in the fourth
quarter of 1995, the Company has considered the recoverability of Goodwill and
has concluded that no circumstances have occurred which would give rise to
impairment of Goodwill for the period ending December 31, 1996.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standard No. 107, "Disclosures About Fair
Value of Financial Instruments" (SFAS #107) applies fair value disclosure
practices with regard to financial instruments, both assets and liabilities,
for  which it is practical to estimate fair value.  In cases where quoted
market prices are not readily available, fair values are based on estimates
that use present value or other valuation techniques.

These techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows.  Although fair value
estimates are calculated using assumptions that management believes are
appropriate, changes in assumptions could cause these estimates to vary
materially.  In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, might
not be realized in the immediate settlement of the instruments.  SFAS #107
excludes certain financial instruments and all nonfinancial instruments from
its disclosure requirements.  Because of this, and further because a value of
a business is also based upon its anticipated earning power, the aggregate
fair value amounts presented do not represent the underlying value of the
Company.

The Predecessor adopted Statement of Financial Accounting Standard No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments" (SFAS #119), as of December 31, 1994. SFAS #119 requires
increased disclosures about derivative financial instruments including the
amount, nature, and terms of all derivative financial instruments as well as
disclosure of the purposes for which derivative financial instruments are
held, end-of-period fair values and any net gains or losses arising from
trading of derivative financial instruments.

The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

     CASH AND CASH EQUIVALENTS, SHORT-TERM INVESTMENTS
     AND ACCRUED INVESTMENT INCOME:

The carrying values amounts reported in the balance sheets for these
instruments approximate their fair values.  Short-term debt securities are
considered "available for sale."



<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

     INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED SECURITIES):

Fair values for debt securities are based on quoted market prices, where
available.  For debt securities not actively traded, fair value estimates are
obtained from independent pricing services.  In some cases, such as private
placements and certain mortgage-backed securities, fair values are estimated
by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the investments.  (See
note 4 for fair value disclosures).  Fair values for mortgages are based on
management estimates and incorporate independent appraisals of underlying real
property.  As of December 31, 1996, fair value of the Companys mortgage loans
are equivalent to their carrying value.

    INTEREST RATE SWAPS AND FINANCIAL FUTURES CONTRACTS:

The fair value of interest rate swaps and financial futures contracts are the
amounts the Company would receive or pay to terminate the contracts at the
reporting date, thereby taking into account the current unrealized gains or
losses of open contracts.  Amounts are based on quoted market prices or
pricing models or formulas using current assumptions.  (See note 6 for fair
value disclosures).

     INVESTMENT CONTRACTS:

The Company's policy contracts require the beneficiaries to commence receipt
of payments by the later of age 85 or 10 years after purchase, and
substantially all permit earlier surrenders, generally subject to fees and
adjustments.  Fair values for the Company's liabilities for investment type
contracts (Policyholder Deposits) are estimated as the amount payable on
demand.  As of December 31, 1996 and 1995 the cash surrender value of
policyholder funds on deposit were approximately $29.1 million and $2.2
million less than their stated carrying value, respectively.  Of the contracts
permitting surrender, 90% provide the option to surrender without fee or
adjustment during the 30 days following reset of guaranteed crediting rates. 
The Company has not determined a practical method to determine the present
value of this option.

All of the Company's deposit obligations are fully guaranteed by the acquirer,
GALIC, and the receivable from OakRe equal to the SPDA obligations is
guaranteed by OakRe's parent, XFSI.

     REINSURANCE:

The impact of reinsurance on the December 31, 1996 financial statements is not
considered material.

The financing reinsurance agreement entered into with OakRe does not meet the
conditions for reinsurance accounting under Generally Accepted Accounting
Principles (GAAP).  The net assets initially transferred to OakRe were
established as a receivable and are subsequently increased as interest is
accrued on the underlying liabilities and decreased as funds are transferred
back to the Company when policies reach their crediting rate reset date or
benefits are claimed.

     OTHER

Certain 1994 and 1995 amounts have been reclassified to conform to the 1996
presentation.




<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

(4)  INVESTMENTS

The Company's investments in debt and equity securities are considered
available for sale and carried at estimated fair value, with the aggregate
unrealized appreciation or depreciation being recorded as a separate component
of shareholder equity. The carrying value and amortized cost of investments at
December 31, 1996 and 1995 were as follows:
<TABLE>

<CAPTION>
                                                           1996
                                                       GROSS      GROSS     ESTIMATED
                                          CARRYING   UNREALIZED UNREALIZED    FAIR    
AMORTIZED
                                            VALUE       GAINS    LOSSES      VALUE       COST
                                                (in thousands of dollars)

<S>                                      <C>         <C>     <C>       <C>         <C>
Debt Securities:
  US. Government Treasuries              $    7,175  $   29     ($50)  $    7,175  $    7,196
  Collateralized mortgage obligations       382,335     985   (2,721)     382,335     384,071
  Corporate, state, municipalities, and
    political subdivisions                  560,101   3,971   (5,427)     560,101     561,557

Total debt securities                       949,611   4,985   (8,198)     949,611     952,824

Mortgage loans                              244,103      --       --      244,103     244,103
Policy loans                                 22,336      --       --       22,336      22,336
Short term investments                        4,404      21       --        4,404       4,383

Total investments                        $1,220,454  $5,006  ($8,198)  $1,220,454  $1,223,646
Companys beneficial interest in
 separate accounts                       $   14,970      --       --   $   14,970          --
</TABLE>

<TABLE>

<CAPTION>
                                                                                     1995
                                                        GROSS      GROSS     ESTIMATED
                                           CARRYING  UNREALIZED  UNREALIZED    FAIR   
AMORTIZED
                                             VALUE     GAINS      LOSSES      VALUE     
COST
                                                 (in thousands of dollars)

<S>                                      <C>       <C>      <C>        <C>       <C>
Debt Securities:
  US. Government Treasuries              $  4,307  $   156        --   $  4,307  $  4,151
  Collateralized mortgage obligations     252,148    4,344  $   (237)   252,148   248,041
  Corporate, state, municipalities, and
    political subdivisions                338,101    7,261      (836)   338,101   331,676
                                         --------  -------  ---------  --------  --------

Total debt securities                     594,556   11,761    (1,073)   594,556   583,868
                                         --------  -------  ---------  --------  --------

Mortgage loans                             77,472       --        --     77,472    77,472
Policy loans                               19,125       --        --     19,125    19,125
Short term investments                      7,859       36        --      7,859     7,823
                                         --------  -------  ---------  --------  --------

Total investments                        $699,012  $11,797  $ (1,073)  $699,012  $688,288
                                         ========  =======  =========  ========  ========
<FN>
As of December 31, 1996, the Company had no impaired investments. The Company did
establish a valuation allowance for potential losses on mortgage loans of $88 thousand as
of December 31, 1996.
</TABLE>


COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements


The amortized cost and estimated market value of debt securities at December
31, 1996, by contractual maturity, are shown below.  Expected maturities will
differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties. 
Maturities of mortgage-backed securities will be substantially shorter than
their contractual maturity because they require monthly principal installments
and mortgagees may prepay principal.
<TABLE>

<CAPTION>
                                                 1996
                                                    ESTIMATED
                                          AMORTIZED   MARKET
                                            COST      VALUE

<S>                                      <C>       <C>
(in thousands of dollars)
Due after one year through five years    $233,232  $234,493
Due after five years through ten years    283,884   281,155
Due after ten years                        51,630    51,628
Mortgage-backed securities                384,078   382,335

Total                                    $952,824  $949,611
<FN>
At December 31, 1996, approximately 98.7% of the Company's debt securities are
investment grade or are non-rated but considered to be of investment grade. 
Of the 1.3% non-investment grade debt securities, all are rated as BB+.
</TABLE>


Included in debt securities in 1994 and the first five months of 1995 are
investments in interest-only mortgage-backed stripped securities (IOs) and
similar IOettes.  Accounting for investments in "high risk" (interest only)
collateralized mortgage obligations (CMOs), is in accordance with the
provisions of EITF Nos. 89-4 and 93-18.  An effective yield is calculated for
each high risk CMO based on the current amortized cost of the investment and
the current estimate of future cash flow.  The recalculated effective yield is
used to record interest income in subsequent periods (the "prospective
method").  If the anticipated cash flow for any "high risk" CMO discounted at
the comparable risk-free rate is less than the unamortized cost, an impairment
loss is recorded and the unamortized cost adjusted.  The write-down is treated
as a realized loss.  Write-downs of $3,341,163 were recorded in 1994.  No IOs
or IOettes were held by the Company at December 31, 1996 or 1995.  The
weighted average of the effective yield that was used to accrue interest
income in 1994 was 11.88%.

The Company participates in a securities lending program whereby certain
securities are loaned to third parties, primarily major brokerage firms.  The
agreement with a custodian bank facilitating such lending requires a minimum
of 102% of the initial market value of the domestic loaned securities to be
maintained in a collateral pool.  To further minimize the credit risk related
to this lending program, the Company monitors the financial condition of the
counter parties to these agreements.  Securities loaned at December 31, 1996
had market values totaling $16,612,411.  Cash, letters of credit, and
government securities of $17,251,070 was held by the custodian bank as
collateral to secure this agreement.  Income on the Companys security lending
program in 1996 was immaterial.

No debt securities were non-income producing during the years ended December
31, 1996 and 1995.



<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

Information related to troubled debt restructurings during 1994 is as follows:
<TABLE>

<CAPTION>
                                                                       THE
PREDECESSOR
                                                    DEBT      MORTGAGE
                                                 SECURITIES    LOANS     TOTAL
                                                   (in thousands of dollars)

<S>                                            <C>     <C>  <C>
Aggregate carrying value at December 31, 1994  $3,306  --  $3,306
Gross interest income included in net income
  during 1994                                     205  --     205
Gross interest income that would have been
  earned during 1994 if there had been no
  restructuring                                   538  --     538
</TABLE>


The components of net investment income, realized capital gains/(losses) and
unrealized gains/(losses) were as follows:
<TABLE>

<CAPTION>
                                                   THE COMPANY           PREDECESSOR
                                                          7 MONTHS   5 MONTHS
                                                           ENDED      ENDED
                                                 1996     12/31/95   5/31/95    1994
                                                     (in thousands of dollars)

<S>                                               <C>       <C>       <C>        <C>
Income on debt securities                         $53,632   $19,629   $ 63,581   $        267,958 
Income on equity securities                            --        --        302                645 
Income on short-term investments                    2,156     2,778     28,060             11,705 
Income on cash on deposit                              --        --         --                316 
Income on interest rate swaps                          --        --        377               (244)
Income on policy loans                              1,454       868        624              1,376 
Interest on mortgage loans                         13,633     1,444        248              1,162 
Income on foreign exchange                             --        --        184               (433)
Income of real estate                                  --        --      1,508              3,278 
Income on separate account investments                772        --         (1)                 2 
Miscellaneous interest                                133       109        (24)              (853)
                                                            --------  ---------  -----------------

Total investment income                            71,780    24,828     94,859            284,912 
                                                                      ---------                   
Investment expenses                                (1,151)     (640)    (2,373)            (7,296)
                                                  --------  --------  ---------                   

Net investment income                             $70,629   $24,188   $ 92,486   $        277,616 
                                                  ========  ========  =========  =================

Realized capital gains/(losses) were as follows:
  Debt securities                                     469   $ 1,344   $(16,749)  $        (79,300)
  Mortgage loans                                        4        --      1,431             (3,452)
  Equity securities                                    --        --       (423)               (76)
  Real estate                                          --        --       (124)                -- 
  Short-term investments                               (1)      (20)    (1,933)              (282)
  Other assets                                         --        --        (76)               147 
  Interest rate swaps                                  --        --      5,460         -- (18,398)
                                                                      ---------  -----------------

Net realized gains/(losses) on investments        $   472   $ 1,324   $(12,414)  $       (101,361)
                                                  ========  ========  =========  =================
</TABLE>


COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements


<TABLE>

<CAPTION>
                                                     THE COMPANY           PREDECESSOR
                                                           7 MONTHS    5 MONTHS
                                                             ENDED      ENDED
                                                     1996   12/31/95   5/31/95      1994
                                                                                 (In thousands
of dollars)

<S>                                                    <C>       <C>       <C>        <C>
Unrealized gains/(losses) were as follows:
  Debt securities                                      ($3,213)  $10,688   $(85,410)  $(261,947)
  Short-term investments                                    21        36        879        (594)
  Effects on deferred acquisition costs amortization     1,561        --     39,030     162,190 
  Effects on present value of future profits               425    (6,471)        --          -- 
Unrealized gains/(losses) before income tax             (1,206)    4,253    (45,501)   (100,351)
Unrealized income tax benefit/(expense)                    422    (1,489)    16,664      35,123 

Net unrealized gains (losses) on investments             ($784)  $ 2,764   $(28,837)   ($65,228)
                                                                 ========  =========  ==========
</TABLE>


        Proceeds from sales of investments in debt securities during 1996 were
    $223,430,495.  Gross gains of $1,158,518 and gross losses of $687,126 were
     realized on those sales.  Included in these amounts were $28,969 of gross
                gains realized on the sale of non-investment grade securities.

  Proceeds from sales of investments in debt securities for the Company during
   1995 were $214,811,186, and for the Predecessor were $2,786,998,780.  Gross
 gains of $1,533,501 and gross losses of $190,899 were realized by the Company
     on its sales.   Included in these amounts for the Company are $373,768 of
     gross gains realized on the sale of non-investment grade securities.  The
Predecessor realized gross gains of $9,499,191 and gross losses of $26,249,279
   on its sales.  Included in these amounts are $6,367,297  of gross gains and
       $7,607,167 of gross losses realized on the sale of non-investment grade
                                                                   securities.

        Proceeds from sales of investments in debt securities during 1994 were
  $3,081,863,341.  Gross gains of $59,472,808 and gross losses of $136,394,109
    were realized on those sales.  Included in these amounts are $6,455,887 of
            gross gains and $6,692,683 of gross losses realized on the sale of
                                              non-investment grade securities.

  Unrealized appreciation/(depreciation) of debt securities for the Company in
       1996 and 1995, and the Predecessor in 1995 and 1994 were $(13,900,000),
       $10,688,000, $176,537,000, and $(357,401,000), respectively. Unrealized
     appreciation/(depreciation)of debt securities is calculated as the change
      between the cost and market values of debt securities for the years then
                                                                        ended.

 Securities with a book value of approximately $7,032,267 at December 31, 1996
                were deposited with government authorities as required by law.




<PAGE>
               COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
                               (a wholly owned subsidiary of Cova Corporation)

                                    Notes to Consolidated Financial Statements

                       (5)  SECURITIES GREATER THAN 10% OF SHAREHOLDERS EQUITY

  As of December 31, 1996 the Company held the following individual securities
                                    which exceeded 10% of shareholders equity:
<TABLE>

<CAPTION>

                                 LONG-TERM DEBT                       CARRYING
                                    SECURITIES                           VALUE

<S>                          <C>
Countrywide Mtg. 1993-12 A4  $19,347,536
FNMA Remic Tr 1996-50 A1      19,104,500
</TABLE>


As of December 31, 1995 the Company held the following individual securities
which exceeded 10% of shareholders equity:
<TABLE>

<CAPTION>
      LONG-TERM DEBT                      CARRYING
        SECURITIES                         VALUE


<S>                          <C>
Countrywide Mtg. 1993-12 A4  $18,726,875
American Airlines             15,080,392
</TABLE>


                        (6)  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

                                                   FINANCIAL FUTURES CONTRACTS

Futures  contracts  are  contracts for delayed delivery of securities in which
the  seller  agrees to make delivery at a specified future date for a specific
price.    Gains or losses are realized in daily cash settlements.  Risks arise
from the possible inability of counter parties to meet the terms of their
contracts  and  from  movements in securities values and interest rates.  When
future  contracts  are designated as hedges, additional risks arise due to the
possibility that the futures contract will provide an imperfect correlation to
the hedged security.

The  Company  periodically enters into financial futures contracts in order to
hedge  its  short  term  investment spread risks encountered during occasional
periods  of  unusually  large recapture activity.  Gains and losses from these
anticipatory  hedges are applied to the cost basis of the assets acquired with
recaptured funds.  In 1996, $381,105 in net losses were recorded as basis
adjustments to hedged debt securities.

In order to limit its exposure to market fluctuations while it holds temporary
seed  money  investments within the separate account (see note 3), the Company
has  adopted a hedging policy that involves holdings of futures contracts.  As
of  December  31, 1996, the Company held 35 S&P 500 index futures contracts, 5
5-year T-Note futures contracts and 10 10-year T-Note futures contracts with a
total  notional  face  amount  of $14,528,750 and a total fair market value of
$14,652,969.  Collateral requirements set by the Chicago Board of Trade
averaged  $9,800 per contract at December 31, 1996.  At December 31, 1996, the
Company  recorded as a component of net investment income, $1,639,717 of gross
losses from terminated contracts and $406,141 of gross gains from open
contracts.   In 1996, the Company also recorded, as an offsetting component of
net  investment  income,  a net gain of $2,007,720 from market appreciation on
the underlying hedged securities within the separate account.





<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

(7)  POST-RETIREMENT AND POSTEMPLOYMENT BENEFITS

The  Company  has no direct employees and no retired employees.  All personnel
used to support the operations of the Company are supplied by contract by Cova
Life Management Company (CLMC), a wholly owned subsidiary of Cova Corporation.
  The Company is allocated a portion of certain health care and life insurance
benefits  for future retired employees of CLMC.  In 1996 and 1995, the Company
was  allocated a portion of benefit costs including severance pay, accumulated
vacations,  and disability benefits.  At December 31, 1996 CLMC had no retired
employees nor any employees fully eligible for retirement and had no
disbursements  for  such  benefit commitments.  The expense arising from these
obligations is not material.

(8)  INCOME TAXES

The Company will file a consolidated Federal Income Tax return with its
wholly-owned  subsidiary,  FCLIC.    Amounts payable or recoverable related to
periods  before  June 1, 1995 are subject to an indemnification agreement with
XFSI, which has the effect that the Company is not at risk for any income
taxes nor entitled to recoveries related to those periods, except for
approximately $1.4 million of state income tax recoveries.

Income taxes are recorded in the statements of earnings and directly in
certain  shareholders  equity  accounts.  Income tax expense (benefit) for the
years ended December 31 was allocated as follows:

<TABLE>

<CAPTION>
                                                     THE COMPANY           PREDECESSOR
                                                           7 MONTHS    5 MONTHS
                                                             ENDED      ENDED
                                                     1996   12/31/95   5/31/95     
1994
                                                          (In thousands of dollars)

<S>                                            <C>       <C>      <C>        <C>
Statements of income:
  Operating income (excluded realized
    investment gains and losses)               $ 2,493   $  (85)  $ (5,038)  $ (39,511)
  Realized investment gains/(losses)               162      516     (5,026)    (37,489)
                                               --------  -------                       
  Income tax expense/(benefit) included
    in the statements of income                  2,655      431    (10,064)    (77,000)
Shareholders equity:
  Unrealized gains/(losses) on securities
    available for sale and intangible assets    (1,910)   1,489     18,458     (53,324)
Total income tax expense/(benefit)             $   745   $1,920   $  8,394   $(130,324)
</TABLE>



<PAGE>

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of COVA Corporation)

Notes to Consolidated Financial Statements


The actual Federal income tax expense differed from the expected tax expense
computed by applying the US. Federal statutory rate to income before taxes on
income as follows:

<TABLE>

<CAPTION>
                                 THE COMPANY                     PREDECESSOR
                                1996           1995           1995          1994
                                             7 MONTHS       5 MONTHS
                                              (in thousands of dollars)

<S>                                               <C>     <C>     <C>    <C>     <C>        <C>     <C>        <C>
Computed expected tax expense                     $2,190   35.0%  $129    35.0%  $(13,862)   35.0%  $(76,739)  35.0%
State income taxes, net                               77   1.23     11     3.0       (306)    0.8     (1,552)   0.7 
Tax-exempt bond interest                              --     --    (22)   (6.0)      (332)    0.8     (1,208)   0.6 
Amortization of intangible assets                    320   5.12    254    69.0         --      --        111   (0.1)
Permanent difference due to derivative  transfer
                                                      --     --     --      --      4,399   (11.1)        --     -- 
Other                                                 68   1.09     59    16.1         37     (.1)     2,388   (1.1)
Total                                             $2,655  42.44%  $431   117.1%  $(10,064)   25.4%  $(77,000)  35.1%
                                                  ======  ======  =====  ======  =========  ======  =========  =====
</TABLE>


The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1996 &
1995 follows:
<TABLE>

<CAPTION>
                                                    1996        1995
                                               (In thousands of dollars)

<S>                                       <C>      <C>
Deferred tax assets:
PVFP                                      $ 1,639       --
Policy Reserves                            19,237  $ 7,601
Liability for commissions on recapture      6,073    8,868
Tax basis of intangible assets purchased    6,230   13,141
DAC Proxy Tax                               9,032    4,749
Unrealized losses on investments              422       --
Other deferred tax assets                     827    2,860

Total assets                              $43,460  $37,219
                                          -------  -------

Deferred tax liabilities:
PVFP                                      $19,169  $16,774
Unrealized gains on investments                --    1,489
Deferred Acquisition Costs                 10,694    5,316
Other deferred tax liabilities                 60       84

Total liabilities                          29,923   23,663
                                                   -------

Net Deferred Tax Asset                    $13,537  $13,556
                                          =======  =======
</TABLE>


COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax assets will not be realized.  Management believes
the deferred tax assets will be fully realized in the future based upon
expectation of the reversal of existing temporary differences, anticipated
future earnings, and consideration of all other available evidence. 
Accordingly no valuation allowance is established.

(9)  RELATED-PARTY TRANSACTIONS

The Company has entered into management, operations and services agreements
with both affiliated and unaffiliated companies.  The affiliated companies are
Cova Life Management Company (CLMC), a Delaware corporation, which provides
management services and the employees necessary to conduct the activities of
the Company, and Conning Asset Management, which provides investment advice. 
Additionally, a portion of overhead and other corporate expenses are allocated
by the Companys ultimate parent, GALIC.  The unaffiliated companies are
Johnson & Higgins, a New Jersey corporation, and Johnson & Higgins/Kirke Van
Orsdel, a Delaware corporation, which provide various services for the Company
including underwriting, claims and administrative functions.  The affiliated
and unaffiliated service providers are reimbursed for the cost of their
services and are paid a service fee.  Expenses and fees paid to affiliated
companies during 1996 and the 7 months of 1995 for the Company were
$6,618,303, and $7,139,525, respectively, and the five months of 1995 and the
year 1994 for the Predecessor were 6,364,609, and $8,553,028, respectively.

On December 31, 1996 Cova Corporation transferred its ownership of Cova
Financial Life Insurance Company (CFLIC), an affiliated life insurer domiciled
in the state of California, to the Company.  The transfer of ownership was
recorded as additional paid in capital and increased Shareholders Equity on
the Companys December 31, 1996 Balance Sheet by approximately $16.9 million. 
This change in direct ownership had no effect on the operations of either the
Company or CFLIC as both entities had existed under common management and
control prior to the December 31, 1996 transfer.  Although CFLICs Balance
Sheet is fully consolidated with the Companys December 31, 1996 Balance Sheet,
CFLICs 1996 Income Statement and Cash Flow have not been consolidated with the
Companys 1996 Income Statement or Cash Flow Statement.  However, CFLICs
year-end cash balance of $6.7 million is included in the Cash Flow Statement.

(10)  STATUTORY SURPLUS AND DIVIDEND RESTRICTION

Generally accepted accounting principles (GAAP) differ in certain respects
from the accounting practices prescribed or permitted by insurance regulatory
authorities (statutory accounting principles).

The major differences arise principally from the immediate expense recognition
of policy acquisition costs and intangible assets for statutory reporting,
determination of policy reserves based on different discount rates and
methods, the recognition of deferred taxes under GAAP reporting, the
non-recognition of financial reinsurance for GAAP reporting, the establishment
of an Asset Valuation Reserve as a contingent liability based on the credit
quality of the Company's investment securities, and an Interest Maintenance
Reserve as an unearned liability to defer the realized gains and losses of
fixed income investments presumably resulting from changes to interest rates
and amortize them into income over the remaining life of the investment sold.
In addition, SFAS #115 adjustments to record the carrying values of debt
securities and certain equity securities at market are applied only under GAAP
reporting and capital contributions in the form of notes receivable from an
affiliated company are not recognized under GAAP reporting.

Purchase accounting creates another difference as it requires the restatement
of GAAP assets and liabilities to their estimated fair values and shareholders
equity to the net purchase price.  Statutory accounting does not recognize the
purchase method of accounting.


<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

As of December 31, the differences between statutory capital and surplus and
shareholder's equity determined in conformity with generally accepted
accounting principles (GAAP) were as follows:

<TABLE>

<CAPTION>
                                                 1996        1995
                                             (in thousands of dollars)

<S>                                           <C>        <C>
Statutory Capital and Surplus                 $ 75,354   $ 59,682 
Reconciling items:
  GAAP investment valuation reserves               (88)        -- 
  Statutory Asset Valuation Reserves            17,599     13,378 
  Interest Maintenance Reserve                   2,301      1,892 
  GAAP investment adjustments to fair value     (3,191)    10,724 
  Deferred policy acquisition costs             49,833     14,468 
  GAAP basis policy reserves                   (30,202)   (11,233)
  Deferred federal income taxes (net)           13,537     13,556 
  Modified coinsurance                              --         -- 
  Goodwill                                      20,849     23,358 
  Present value of future profits               46,389     38,155 
  Future purchase price payable                (16,051)   (23,967)
  Other                                         (1,286)    (1,927)

GAAP Shareholders' Equity                     $175,044   $138,086 
                                              =========  =========
</TABLE>


Statutory net losses for CFSLIC for the years ended December 31, 1996, 1995
and 1994 were $(13,575,788), $(74,012,650), and $(92,952,989), respectively.

The maximum amount of dividends which can be paid by State of Missouri
insurance companies to shareholders without prior approval of the insurance
commissioner is the greater of 10% of statutory earned surplus or statutory
net gain from operations for the preceding year.  Accordingly, the maximum
dividend permissible during 1997 will be $0.

The National Association of Insurance Commissioners has developed certain Risk
Based Capital (RBC) requirements for life insurers.  If prescribed levels of
RBC are not maintained, certain actions may be required on the part of the
Company or its regulators.  At December 31, 1996 the Company's Total Adjusted
Capital and Authorized Control Level - RBC were, $92,953,237, and $21,058,220
respectively.  This level of adjusted capital qualifies under all tests.

(11)  GUARANTY FUND ASSESSMENTS

The Company participates with all life insurance companies licensed throughout
the United States, in associations formed to guarantee benefits to
policyholders of insolvent life insurance companies.  Under state laws, as a
condition for maintaining the Companys authority to issue new business, the
Company is contingently liable for its share of claims covered by the guaranty
associations for insolvencies incurred through 1996, but for which assessments
have not yet been determined nor assessed, to a maximum in each state
generally of 2% of statutory premiums per annum in the given state.  Most
states then permit recovery of assessments as a credit against premium or
other state taxes over, most commonly, five years.



<PAGE>
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

At December 31, 1996, the National Organization of Life and Health Guaranty
Associations (NOLHGA) distributed a study of the major outstanding industry
insolvencies, with estimates of future assessments by state.  Based on this
study, the Company has accrued a liability for approximately $12.4 million in
future assessments on insolvencies that occurred before December 31, 1996.
Under the coinsurance agreement between the Company and OakRe (see note 1),
OakRe is required to reimburse the Company for any future assessments that it
pays which relate to insolvencies occurring prior to June 1, 1995.  As such,
the Company has recorded a receivable from Oakre for approximately $12.3
million.

At the same time, the Company is liable to OakRe for 80% of any future premium
tax recoveries that are realized from any such assessments, and may retain the









                                   APPENDIX A
                          ILLUSTRATION OF POLICY VALUES


In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  We chose two males ages 55 and 70 and a husband  and wife age 65. Our
hypothetical  insureds are in good health which means the Policy would be issued
with standard rates.  The initial premium was $10,000 and is 100% of the Maximum
Premium Limit.
   
There are three  illustrations  -- all of which are based on the above.  We also
assumed that the  underlying  investment  portfolio had gross rates of return of
0%, 6%, 12%.  This means that the  underlying  investment  portfolio  would earn
these rates of return  before the  deduction of the  advisory fee and  operating
expenses.  When these costs are taken into  account,  the net annual  investment
return rates (net of an average of 0.82% for these  charges)  are  approximately
- -0.82%, 5.18% and 11.18%.    

It is  important  to be aware  that this  illustration  assumes a level  rate of
return for all years.  If the actual  rate of return  moves up and down over the
years  instead  of  remaining  level,  this  may  make a big  difference  in the
long-term  investment  results of your Policy.  In order to properly show you
how the Policy actually works, we calculated  values for the Account Value, Cash
Surrender  Value and the net death  benefit.  The net death benefit is the death
benefit  minus any  outstanding  loans and loan  interest  accrued.  We used the
charges we described in the Expenses  Section of the  Prospectus.  These charges
are: (1)  mortality  and expense risk charge equal to an annual rate of 0.90% of
the Account Value in the investment portfolios for the first ten years and 0.75%
after that; (2) an administrative charge equal to an annual rate of 0.40% of the
Account Value;  (3) a tax expense charge equal to an annual rate of 0.40% of the
Account  Value for the first 10 years;  (4) any  surrender  charges or  deferred
premium tax charge which may be applicable  in  determining  the Cash  Surrender
Values; and (5) the policy maintenance  charge. We also deducted for the cost of
insurance based on both the current charges and the guaranteed charges.

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how $10,000 grows if it was invested at 5% per year.

We will furnish  you,  upon  request,  a  comparable  personalized  illustration
reflecting the proposed  insured's age, risk  classification,  Face Amount,  the
proposed initial premium,  and reflecting both the current cost of insurance and
the guaranteed cost of insurance.



                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                              SINGLE LIFE OPTION
                     MALE, ISSUE AGE 55, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

<TABLE>
<CAPTION>
                                      CURRENT        CHARGES*                         GUARANTEED       CHARGES**

                          Premiums
   End of              Accumulated                           Cash              Net                             Cash             Net
   Policy           at 5% Interest       Account        Surrender            Death          Account       Surrender           Death
    Year                  Per Year         Value            Value          Benefit            Value           Value         Benefit
    ----                  --------         -----            -----          -------            -----           -----         -------
<S>                         <C>            <C>              <C>             <C>               <C>             <C>            <C>
      1                     10,500         9,658            8,791           27,290            9,532           8,678          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      2                     11,025         9,327            8,516           27,290            9,052           8,267          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      3                     11,576         9,006            8,248           27,290            8,559           7,843          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      4                     12,155         8,695            8,103           27,290            8,051           7,507          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      5                     12,763         8,393            7,919           27,290            7,524           7,104          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      6                     13,401         8,101            7,736           27,290            6,975           6,666          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      7                     14,071         7,819            7,555           27,290            6,399           6,189          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      8                     14,775         7,545            7,376           27,290            5,789           5,664          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
      9                     15,513         7,279            7,198           27,290            5,139           5,085          27,290
      -                     ------         -----            -----           ------            -----           -----          ------
     10                     16,289         7,022            7,022           27,290            4,443           4,443          27,290
     --                     ------         -----            -----           ------            -----           -----          ------

     15                     20,789         6,018            6,018           27,290               57              57          27,290
     --                     ------         -----            -----           ------            -----           -----          ------
     20                     26,533         5,137            5,137           27,290                0               0               0
     --                     ------         -----            -----           ------            -----           -----          ------
     25                     33,864         4,364            4,364           27,290                0               0               0
     --                     ------         -----            -----           ------            -----           -----          ------
     30                     43,219         3,686            3,686           27,290                0               0               0
     --                     ------         -----            -----           ------            -----           -----          ------
<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 55, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

<TABLE>
<CAPTION>
<S>
                                       CURRENT         CHARGES*                         GUARANTEED        CHARGES**

                          Premiums
   End of              Accumulated                             Cash              Net                              Cash     Net
   Policy           at 5% Interest         Account        Surrender            Death          Account        Surrender     Death
    Year                  Per Year           Value            Value          Benefit            Value            Value     Benefit
    ----                  --------           -----            -----          -------            -----            -----     -------
<S>                         <C>             <C>               <C>             <C>              <C>               <C>       <C>
1                           10,500          10,239            9,339           27,290           10,114            9,214     27,290
- -                           ------          ------            -----           ------           ------            -----     ------
2                           11,025          10,485            9,610           27,290           10,215            9,340     27,290
- -                           ------          ------            -----           ------           ------            -----     ------
3                           11,576          10,737            9,887           27,290           10,302            9,452     27,290
- -                           ------          ------            -----           ------           ------            -----     ------
4                           12,155          10,996           10,306           27,290           10,374            9,684     27,290
- -                           ------          ------           ------           ------           ------            -----     ------
5                           12,763          11,262           10,687           27,290           10,427            9,852     27,290
- -                           ------          ------           ------           ------           ------            -----     ------
6                           13,401          11,536           11,076           27,290           10,460           10,000     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
7                           14,071          11,816           11,471           27,290           10,467           10,122     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
8                           14,775          12,104           11,874           27,290           10,444           10,214     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
9                           15,513          12,400           12,285           27,290           10,385           10,270     27,290
- -                           ------          ------           ------           ------           ------           ------     ------
10                          16,289          12,704           12,704           27,290           10,286           10,286     27,290
- --                          ------          ------           ------           ------           ------           ------     ------

15                          20,789          14,754           14,754           27,290            9,256            9,256     27,290
- --                          ------          ------           ------           ------            -----            -----     ------
20                          26,533          17,161           17,161           27,290            5,625            5,625     27,290
- --                          ------          ------           ------           ------            -----            -----     ------
25                          33,864          19,986           19,986           27,290                0                0          0
- --                          ------          ------           ------           ------            -----            -----     ------
30                          43,219          23,303           23,303           27,290                0                0          0
- --                          ------          ------           ------           ------            -----            -----     ------

<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.




                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 55, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $27,290

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

<TABLE>
<CAPTION>
                                        CURRENT        CHARGES*                        GUARANTEED         CHARGES**

                            Premiums
   End of                Accumulated                          Cash             Net                                Cash          Net
   Policy             at 5% Interest        Account      Surrender           Death            Account        Surrender        Death
    Year                    Per Year          Value          Value         Benefit              Value            Value      Benefit
    ----                    --------          -----          -----         -------              -----            -----      -------
      <S>                     <C>            <C>             <C>            <C>                <C>               <C>         <C>
      1                       10,500         10,821          9,921          27,290             10,696            9,796       27,290
      -                       ------         ------          -----          ------             ------            -----       ------
      2                       11,025         11,711         10,836          27,290             11,447           10,572       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      3                       11,576         12,677         11,827          27,290             12,260           11,410       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      4                       12,155         13,725         13,035          27,290             13,142           12,452       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      5                       12,763         14,862         14,287          27,290             14,100           13,525       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      6                       13,401         16,097         15,637          27,290             15,145           14,685       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      7                       14,071         17,436         17,091          27,290             16,286           15,941       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      8                       14,775         18,889         18,659          27,290             17,536           17,306       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
      9                       15,513         20,465         20,350          27,290             18,910           18,795       27,290
      -                       ------         ------         ------          ------             ------           ------       ------
     10                       16,289         22,179         22,179          27,290             20,426           20,426       27,290
     --                       ------         ------         ------          ------             ------           ------       ------

     15                       20,789         34,290         34,290          39,776             31,482           31,482       36,520
     --                       ------         ------         ------          ------             ------           ------       ------
     20                       26,533         53,281         53,281          57,011             48,877           48,877       52,298
     --                       ------         ------         ------          ------             ------           ------       ------
     25                       33,864         83,681         83,681          87,865             76,764           76,764       80,602
     --                       ------         ------         ------          ------             ------           ------       ------
     30                       43,219        130,270        130,270         136,784            119,492          119,492      125,466
     --                       ------        -------        -------         -------            -------          -------      -------
<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 70, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

<TABLE>
<CAPTION>
                                      CURRENT        CHARGES*                       GUARANTEED         CHARGES**

                          Premiums
   End of              Accumulated                           Cash            Net                                 Cash       Net
   Policy           at 5% Interest       Account        Surrender          Death           Account          Surrender       Death
    Year                  Per Year         Value            Value        Benefit             Value              Value       Benefit
    ----                  --------         -----            -----        -------             -----              -----       -------
<S>                         <C>            <C>              <C>           <C>                <C>                <C>         <C>
1                           10,500         9,658            8,791         17,020             9,424              8,580       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
2                           11,025         9,327            8,516         17,020             8,807              8,045       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
3                           11,576         9,006            8,248         17,020             8,137              7,459       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
4                           12,155         8,695            8,103         17,020             7,401              6,906       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
5                           12,763         8,393            7,919         17,020             6,585              6,223       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
6                           13,401         8,101            7,736         17,020             5,671              5,427       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
7                           14,071         7,819            7,555         17,020             4,640              4,496       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
8                           14,775         7,545            7,376         17,020             3,470              3,404       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
9                           15,513         7,279            7,198         17,020             2,134              2,117       17,020
- -                           ------         -----            -----         ------             -----              -----       ------
10                          16,289         7,022            7,022         17,020               593                593       17,020
- --                          ------         -----            -----         ------             -----              -----       ------

15                          20,789         6,018            6,018         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------
20                          26,533         5,137            5,137         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------
25                          33,864         4,364            4,364         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------
30                          43,219         3,686            3,686         17,020                 0                  0            0
- --                          ------         -----            -----         ------             -----              -----       ------

<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 70, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

<TABLE>
<CAPTION>
                                       CURRENT        CHARGES*                      GUARANTEED         CHARGES**

                           Premiums
   End of               Accumulated                          Cash            Net                                Cash           Net
   Policy            at 5% Interest        Account      Surrender          Death           Account         Surrender         Death
    Year                   Per Year          Value          Value        Benefit             Value             Value       Benefit
    ----                   --------          -----          -----        -------             -----             -----       -------
<S>                          <C>            <C>             <C>           <C>               <C>                <C>          <C>
1                            10,500         10,239          9,339         17,020            10,011             9,111        17,020
- -                            ------         ------          -----         ------            ------             -----        ------
2                            11,025         10,485          9,610         17,020             9,993             9,119        17,020
- -                            ------         ------          -----         ------            ------             -----        ------
3                            11,576         10,737          9,887         17,020             9,940             9,096        17,020
- -                            ------         ------          -----         ------             -----             -----        ------
4                            12,155         10,996         10,306         17,020             9,843             9,165        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
5                            12,763         11,262         10,687         17,020             9,694             9,138        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
6                            13,401         11,536         11,076         17,020             9,482             9,048        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
7                            14,071         11,816         11,471         17,020             9,196             8,881        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
8                            14,775         12,104         11,874         17,020             8,821             8,621        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
9                            15,513         12,400         12,285         17,020             8,340             8,246        17,020
- -                            ------         ------         ------         ------             -----             -----        ------
10                           16,289         12,704         12,704         17,020             7,727             7,727        17,020
- --                           ------         ------         ------         ------             -----             -----        ------

15                           20,789         14,754         14,754         17,020             1,095             1,095        17,020
- --                           ------         ------         ------         ------             -----             -----        ------
20                           26,533         17,161         17,161         18,019                 0                 0             0
- --                           ------         ------         ------         ------             -----             -----        ------
25                           33,864         20,118         20,118         20,319                 0                 0             0
- --                           ------         ------         ------         ------             -----             -----        ------
30                           43,219         23,793         23,793         24,030                 0                 0             0
- --                           ------         ------         ------         ------             -----             -----        ------

<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               SINGLE LIFE OPTION
                     MALE, ISSUE AGE 70, STANDARD RATE CLASS

                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $17,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

<TABLE>
<CAPTION>
                                       CURRENT          CHARGES*                       GUARANTEED       CHARGES**

                          Premiums
   End of              Accumulated                               Cash           Net                              Cash           Net
   Policy           at 5% Interest          Account         Surrender         Death          Account        Surrender         Death
    Year                  Per Year            Value             Value       Benefit            Value            Value       Benefit
    ----                  --------            -----             -----       -------            -----            -----       -------
<S>                         <C>              <C>                <C>          <C>              <C>              <C>           <C>
1                           10,500           10,821             9,921        17,020           10,598            9,698        17,020
                            ------           ------             -----        ------           ------            -----        ------
2                           11,025           11,711            10,836        17,020           11,253           10,378        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
3                           11,576           12,677            11,827        17,020           11,973           11,123        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
4                           12,155           13,725            13,035        17,020           12,774           12,084        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
5                           12,763           14,862            14,287        17,020           13,675           13,100        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
6                           13,401           16,105            15,645        17,020           14,701           14,241        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
7                           14,071           17,504            17,159        18,379           15,888           15,543        17,020
- -                           ------           ------            ------        ------           ------           ------        ------
8                           14,775           19,023            18,793        19,974           17,256           17,026        18,118
- -                           ------           ------            ------        ------           ------           ------        ------
9                           15,513           20,670            20,555        21,703           18,747           18,632        19,684
- -                           ------           ------            ------        ------           ------           ------        ------
10                          16,289           22,455            22,455        23,578           20,364           20,364        21,382
- --                          ------           ------            ------        ------           ------           ------        ------

15                          20,789           34,777            34,777        36,516           31,518           31,518        33,094
- --                          ------           ------            ------        ------           ------           ------        ------
20                          26,533           53,617            53,617        56,298           48,247           48,247        50,660
- --                          ------           ------            ------        ------           ------           ------        ------
25                          33,864           83,726            83,726        84,563           75,014           75,014        75,764
- --                          ------           ------            ------        ------           ------           ------        ------
30                          43,219          132,989           132,989       134,319          119,106          119,106       120,297
- --                          ------          -------           -------       -------          -------          -------       -------

<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.



                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               JOINT LIFE OPTION

          MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0%

<TABLE>
<CAPTION>
                                       CURRENT        CHARGES*                       GUARANTEED       CHARGES**

                          Premiums
   End of              Accumulated                            Cash            Net                             Cash           Net
   Policy           at 5% Interest         Account       Surrender          Death          Account       Surrender         Death
    Year                  Per Year           Value           Value        Benefit            Value           Value       Benefit
    ----                  --------           -----           -----        -------            -----           -----       -------
<S>                         <C>              <C>             <C>           <C>               <C>             <C>          <C>
1                           10,500           9,714           8,842         28,020            9,714           8,842        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
2                           11,025           9,418           8,598         28,020            9,418           8,598        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
3                           11,576           9,126           8,357         28,020            9,108           8,341        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
4                           12,155           8,842           8,239         28,020            8,781           8,183        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
5                           12,763           8,567           8,081         28,020            8,432           7,955        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
6                           13,401           8,298           7,924         28,020            8,053           7,691        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
7                           14,071           8,038           7,766         28,020            7,639           7,382        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
8                           14,775           7,784           7,610         28,020            7,176           7,017        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
9                           15,513           7,538           7,454         28,020            6,652           6,579        28,020
- -                           ------           -----           -----         ------            -----           -----        ------
10                          16,289           7,298           7,298         28,020            6,050           6,050        28,020
- --                          ------           -----           -----         ------            -----           -----        ------

15                          20,789           6,372           6,372         28,020            1,247           1,247        28,020
- --                          ------           -----           -----         ------            -----           -----        ------
20                          26,533           5,546           5,546         28,020                0               0             0
- --                          ------           -----           -----         ------            -----           -----        ------
25                          33,864           4,808           4,808         28,020                0               0             0
- --                          ------           -----           -----         ------            -----           -----        ------
30                          43,219           4,149           4,149         28,020                0               0             0
- --                          ------           -----           -----         ------            -----           -----        ------

<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.


                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               JOINT LIFE OPTION

          MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6%

<TABLE>
<CAPTION>
                                      CURRENT        CHARGES*                       GUARANTEED        CHARGES**

                          Premiums
   End of              Accumulated                           Cash            Net                               Cash            Net
   Policy           at 5% Interest       Account        Surrender          Death           Account        Surrender          Death
    Year                  Per Year         Value            Value        Benefit             Value            Value        Benefit
    ----                  --------         -----            -----        -------             -----            -----        -------
<S>                         <C>           <C>               <C>           <C>               <C>               <C>           <C>
1                           10,500        10,299            9,399         28,020            10,299            9,399         28,020
- -                           ------        ------            -----         ------            ------            -----         ------
2                           11,025        10,591            9,716         28,020            10,591            9,716         28,020
- -                           ------        ------            -----         ------            ------            -----         ------
3                           11,576        10,885           10,035         28,020            10,874           10,024         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
4                           12,155        11,187           10,497         28,020            11,145           10,455         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
5                           12,763        11,499           10,924         28,020            11,400           10,825         28,020
- -                           ------        ------           ------         ------           -------           ------         ------
6                           13,401        11,820           11,360         28,020            11,634           11,174         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
7                           14,071        12,151           11,806         28,020            11,841           11,496         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
8                           14,775        12,492           12,262         28,020            12,014           11,784         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
9                           15,513        12,843           12,728         28,020            12,141           12,026         28,020
- -                           ------        ------           ------         ------            ------           ------         ------
10                          16,289        13,205           13,205         28,020            12,213           12,213         28,020
- --                          ------        ------           ------         ------            ------           ------         ------

15                          20,789        15,615           15,615         28,020            11,610           11,610         28,020
- --                          ------        ------           ------         ------            ------           ------         ------
20                          26,533        18,495           18,495         28,020             6,040            6,040         28,020
- --                          ------        ------           ------         ------             -----            -----         ------
25                          33,864        21,935           21,935         28,020                 0                0              0
- --                          ------        ------           ------         ------             -----            -----         ------
30                          43,219        26,045           26,045         28,020                 0                0              0
- --                          ------        ------           ------         ------             -----            -----         ------

<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                 MODIFIED SINGLE PREMIUM VARIABLE LIFE INSURANCE

                            HYPOTHETICAL ILLUSTRATION

                               JOINT LIFE OPTION

          MALE, ISSUE AGE 65, FEMALE, ISSUE AGE 65, STANDARD RATE CLASS
                  $10,000 SINGLE PREMIUM FACE AMOUNT OF $28,020

           ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12%

<TABLE>
<CAPTION>
                                        CURRENT         CHARGES*                         GUARANTEED        CHARGES**

                           Premiums
   End of               Accumulated                              Cash            Net                               Cash       Net
   Policy            at 5% Interest         Account         Surrender          Death           Account        Surrender       Death
    Year                   Per Year           Value             Value        Benefit             Value            Value     Benefit
    ----                   --------           -----             -----        -------             -----            -----     -------
<S>                          <C>             <C>               <C>            <C>               <C>
1                            10,500          10,884             9,984         28,020            10,884            9,984      28,020
- -                            ------          ------             -----         ------            ------            -----      ------
2                            11,025          11,833            10,958         28,020            11,833           10,958      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
3                            11,576          12,855            12,005         28,020            12,853           12,003      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
4                            12,155          13,967            13,277         28,020            13,950           13,260      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
5                            12,763          15,178            14,603         28,020            15,130           14,555      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
6                            13,401          16,497            16,037         28,020            16,402           15,942      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
7                            14,071          17,933            17,588         28,020            17,776           17,431      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
8                            14,775          19,497            19,267         28,020            19,264           19,034      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
9                            15,513          21,199            21,084         28,020            20,881           20,766      28,020
- -                            ------          ------            ------         ------            ------           ------      ------
10                           16,289          23,053            23,053         28,020            22,649           22,649      28,020
- --                           ------          ------            ------         ------            ------           ------      ------

15                           20,789          36,269            36,269         38,083            35,558           35,558      37,336
- --                           ------          ------            ------         ------            ------           ------      ------
20                           26,533          57,002            57,002         59,852            55,770           55,770      58,558
- --                           ------          ------            ------         ------            ------           ------      ------
25                           33,864          89,685            89,685         94,169            86,387           86,387      90,707
- --                           ------          ------            ------         ------            ------           ------      ------
30                           43,219         141,459           141,459        142,874           134,690          134,690     136,037
- --                           ------         -------           -------        -------           -------          -------     -------
    
<FN>
*  These values reflect investment results using current cost of insurance
   rates.

** These values reflect investment results using guaranteed cost of insurance
   rates.
</FN>
</TABLE>

THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND DO NOT REPRESENT PAST OR FUTURE  INVESTMENT  RESULTS.
THE NET DEATH BENEFIT,  ACCOUNT VALUE AND CASH SURRENDER  VALUE FOR A POLICY MAY
BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL  INVESTMENT  RESULTS.  NO
REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.




                                      COVA
                 Cova Financial Services Life Insurance Company




                         Marketing and Executive Office
                           One Tower Lane, Suite 3000
                        Oakbrook Terrace, IL 60181-4644
                                  800-523-1661




                              Life Service Office
                                 P.O. Box 10366
                              Des Moines, IA 50306
                                  515-243-5834
                                  800-343-8496









CL-1086(12/97)             Policy Form Series CL-1020           21-SPVL-MO 12/97


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