COVA VARIABLE LIFE ACCOUNT ONE
485BPOS, 2000-05-01
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                                                Registration  No.  333-83197
 -----------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     POST-EFFECTIVE AMENDMENT NO. 1 TO

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

A.  Cova  Variable  Life  Account  One
    (Exact  Name  of  Trust)

B.  Cova  Financial  Services  Life  Insurance  Company
    (Name  of  Depositor)

C.  One  Tower  Lane,  Suite  3000
    Oakbrook  Terrace,  Illinois  60181-4644
    (Complete  address  of  depositor's  principal  executive  offices)

D.  Name  and  complete  address  of  agent  for  service:
    Lorry  J.  Stensrud,  President
    Cova  Financial  Services  Life  Insurance  Company
    One  Tower  Lane,  Suite  3000
    Oakbrook  Terrace,  Illinois  60181-4644
    (800)  523-1661

    Copies  to:

    Judith A. Hasenauer                and  Bernard J. Spaulding
    Blazzard, Grodd & Hasenauer, P.C.       Senior Vice President, General
    P.O. Box 5108                           Counsel and Secretary
    Westport, CT 06881                      Cova Financial Services
    (203) 226-7866                          Life Insurance Company
                                            One Tower Lane, Suite 3000
                                            Oakbrook Terrace, IL 60181-4644


It is proposed that this filing will become effective:

    _____  immediately upon filing pursuant to paragraph (b) of Rule 485
    __X__  on May 1, 2000 pursuant to Paragraph (b) of Rule 485
    _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
    _____  on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following:

    _____ This post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

E.  Flexible Premium Variable Life Insurance Policy
    (Title and amount of  securities  being  registered)

F.  Proposed  maximum  aggregate  offering  price  to  the  public  of the
    securities  being  registered:

    Continuous  offering

G.  Amount  of  Filing  Fee:  Not  Applicable


                        CROSS REFERENCE TO ITEMS REQUIRED
                                 BY FORM N-8B-2

N-8B-2 Item   Caption in Prospectus
- ------------  ------------------------------
1             The Variable Insurance Policy

2             Other Information; The Company

3             Not Applicable

4             Other Information

5             The Separate Account

6(a)          Not Applicable
 (b)          Not Applicable

7             Not Applicable

8             Not Applicable

9             Legal Proceedings

10            Purchases

11            Investment Options; Appendix B

12            Investment Options; Appendix B

13            Expenses

14            Purchases

15            Purchases

16            Investment Options; Appendix B

17            Access to Your Money

18            Access to Your Money

19            Reports to Owners

20            Not Applicable

21            Access to Your Money

22            Not Applicable

23            Not Applicable

24            Ownership

25            The Company

26            Expenses

27            The Company

28            The Company

29            The Company

30            The Company

31            Not Applicable

32            Not Applicable

33            Not Applicable

34            Not Applicable

35            Cova; Other Information

36            Not Applicable

37            Not Applicable

38            Other Information

39            Other Information

40            Not Applicable

41            Not Applicable

42            Not Applicable

43            Not Applicable

44            Purchases

45            Other Information

46            Access to Your Money

47            Not Applicable

48            Not Applicable

49            Not Applicable

50            Not Applicable

51            Cova; Purchases

52            Investment Options; Appendix B

53            The Separate Account

54            Not Applicable

55            Not Applicable

56            Not Applicable

57            Not Applicable

58            Not Applicable

59            Financial Statements

- -------------------------------------------------------------------------------

                                EXPLANATORY NOTE

This  Registration  Statement contains two versions  (Version A and Version B)
of the  Prospectus. The only differences between the two versions are the
underlying  investment  options and the  Illustrations. Other versions of
Version A may be created in the future.  The  distribution  system for each
version of the Prospectus is different.  The Prospectuses  will be filed with
the Commission pursuant to Rule 497 under the Securities Act of 1933. The
Registrant undertakes  to  update  this Explanatory Note, as needed, each time
a Post-Effective Amendment is filed.
- --------------------------------------------------------------------------------

                             PROSPECTUS - VERSION A

                                 Flexible Premium Variable Life Insurance Policy

                                                                       issued by

                                                         COVA FINANCIAL SERVICES
                                                          LIFE INSURANCE COMPANY

                                                              COVA VARIABLE LIFE
                                                                     ACCOUNT ONE





This prospectus  describes the Flexible  Premium  Variable Life Insurance Policy
that we are offering.

We have designed the Policy for use in estate and retirement  planning and other
insurance needs of individuals.  The Policy provides for maximum  flexibility by
allowing  you to vary your  premium  payments  and to change  the level of death
benefits payable.


You, the policyowner,  have a number of investment choices in the Policy.  These
investment  choices  include  a  General  Account  as well as the  following ___
Investment  Funds  listed below which are offered  through our Separate  Account
(you can invest in up to 15 of the Investment  Funds and the General  Account at
any one time).  When you  purchase a Policy,  you bear the  complete  investment
risk.  This means that the Cash Value of your Policy may  increase  and decrease
depending upon the investment  performance of the Investment Fund(s) you select.
The duration of the Policy and, under some circumstances, the death benefit will
increase and decrease depending upon investment


AIM Variable Insurance Funds:

     Advisor: A I M Advisors, Inc.
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund
         AIM V.I. Value Fund


Alliance Variable Products Series Fund, Inc.:

     Advisor: Alliance Capital
     Management L.P.
         Premier Growth Portfolio (Class A)
         Real Estate Investment Portfolio (Class A)


Cova Series Trust:

     Advisor: J.P. Morgan
     Investment Management Inc.
         International Equity Portfolio
         Large Cap Stock Portfolio
         Quality Bond Portfolio
         Select Equity Portfolio
         Small Cap Stock Portfolio

     Advisor: Lord, Abbett & Co.
         Bond Debenture Portfolio
         Developing Growth Portfolio
         Large Cap Research Portfolio
         Lord Abbett Growth and Income Portfolio
         Mid-Cap Value Portfolio


Franklin Templeton Variable Insurance Products Trust*, Class 1 Shares:
     Advisor: Franklin Advisers, Inc.
         Franklin Small Cap Fund (the surviving fund of the merger with
         Franklin Small Cap Investments Fund)

     Advisor: Franklin Mutual Advisers, LLC
         Mutual Shares Securities Fund (the surviving fund of the merger with
         Mutual Shares Investments Fund)

     Advisor: Templeton Asset
     Management Ltd.
         Templeton Developing Markets Securities Fund (formerly,
         Templeton Developing Markets Fund)

     Advisor: Templeton Investment
     Counsel, Inc.
         Templeton International Securities Fund (formerly, Templeton
         International Fund)

     Advisor: Templeton Global Advisors Limited
         Templeton Growth Securities Fund (the surviving fund of the
         merger with Templeton Stock Fund)

*Effective May 1, 2000, the portfolios of Templeton Variable Products
Series Fund were merged into similar portfolios of Franklin Templeton
Variable Insurance Products Trust.


General American Capital Company:

     Advisor: Conning Asset
     Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust ("VIT"):

     Advisor: Goldman Sachs
     Asset Management, a unit of the Investment Management Division of
      Goldman, Sachs & Co.
         Goldman Sachs VIT Growth and Income Fund
         Goldman Sachs VIT Internet Tollkeeper Fund  (not currently
          available)
     Advisor: Goldman Sachs
     Asset Management International
         Goldman Sachs VIT Global Income Fund
         Goldman Sachs VIT International Equity Fund


Kemper Variable Series:

     Advisor: Scudder Kemper
     Investments, Inc.
         Kemper Government Securities Portfolio
         Kemper Small Cap Growth Portfolio
         Kemper Small Cap Value Portfolio


Liberty Variable Investment Trust:

     Advisor: Newport Fund
     Management Inc.
         Newport Tiger Fund, Variable Series


MFS Variable Insurance Trust:

     Advisor: Massachusetts
     Financial Services Company
         MFS Emerging Growth Series
         MFS Global Governments Series
         MFS Growth With Income Series
         MFS High Income Series
         MFS Research Series


Oppenheimer Variable Account Funds:

     Advisor: OppenheimerFunds, Inc.
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA

         Oppenheimer High Income Fund/VA
         Oppenheimer Main Street Growth & Income Fund/VA
         Oppenheimer Strategic Bond Fund/VA


Putnam Variable Trust:

     Advisor: Putnam Investment
     Management, Inc.
         Putnam VT Growth and Income Fund - Class IA Shares
         Putnam VT International Growth Fund - Class IA Shares
         Putnam VT International New
           Opportunities Fund - Class IA Shares
         Putnam VT New Value Fund - Class IA Shares
         Putnam VT Vista Fund - Class IA Shares


Variable Insurance Products Fund:
     Advisor: Fidelity Management & Research Company
         VIP Growth Portfolio
         VIP Equity-Income Portfolio

Variable Insurance Products Fund II:
     Advisor: Fidelity Management & Research Company
         VIP II Contrafund(R) Portfolio

Variable Insurance Products Fund III:
     Advisor: Fidelity Management & Research Company
         VIP III Growth Opportunities Portfolio
         VIP III Growth & Income Portfolio




Please  read this  prospectus  before  investing  and keep it on file for future
reference. It contains important information about the Flexible Premium Variable
Life Insurance Policy.  The Securities and Exchange  Commission  maintains a Web
site  (http://www.sec.gov)  that contains information regarding registrants that
file electronically with the Commission.

The Policy:

o    is not a bank deposit.

o    is not federally insured.

o    is not endorsed by any bank or government agency.

The  Policy  is  subject  to  investment  risk.  You may be  subject  to loss of
principal.

The SEC has not  approved  the  Policy or  determined  that this  prospectus  is
accurate or complete. Any representation that it has is a criminal offense.

DATE: May 1, 2000

TABLE OF CONTENTS                                         Page


 SPECIAL TERMS

 SUMMARY
     The Variable Life Insurance Policy
     Purchases
     Investment Choices
     Expenses
     Death Benefit
     Taxes
     Access to Your Money
     Other Information
     Inquiries

PART I

  1. THE VARIABLE LIFE INSURANCE POLICY

  2. PURCHASES
     Application for a Policy
     Premiums
     Unscheduled Premiums
     Lapse and Grace Period
     Reinstatement
     Allocation of Premium
     Cash Value of Your Policy
     Method of Determining Cash Value of an Investment Fund
     Net Investment Factor
     Our Right to Reject or Return a Premium Payment

  3. INVESTMENT FUNDS
     Substitution and Limitations on Further Investments
     Transfers
     Dollar Cost Averaging
     Portfolio Rebalancing
     Approved Asset Allocation Programs

  4. EXPENSES
     Tax Charges
     Sales Charge
     Selection and Issue Expense Charge
     Monthly Policy Charge
     Monthly Cost of Insurance Charge
     Charges for Additional Benefit Riders
     Mortality and Expense Risk Charge
     Surrender Charge
     Transaction Charges
     Investment Fund Expenses

  5. DEATH BENEFIT
     Change of Death Benefit
     Change in Face Amount

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

  7. ACCESS TO YOUR MONEY
     Policy Loans
     Loan Interest Charged
     Security
     Repaying Policy Debt
     Partial Withdrawals
     Pro-Rata Surrender
     Full Surrenders

  8. OTHER INFORMATION
     Cova
     Distribution
     The Separate Account
     Suspension of Payments or Transfers
     Ownership
     Adjustment of Charges

PART II
     Executive Officers and Directors
     Voting
     Disregard of Voting Instructions
     Legal Opinions
     Our Right to Contest
     Additional Benefits
     Federal Tax Status
        Introduction
        Diversification
        Tax Treatment of the Policy
        Policy Proceeds
        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

APPENDIX B - Participating Investment Funds

SPECIAL TERMS
We have tried to make this prospectus as readable and  understandable for you as
possible.  However,  by the very nature of the Policy certain technical words or
terms are  unavoidable.  We have identified some of these terms and provided you
with a definition.

Attained Age -- The Issue Age of the Insured plus the number of completed Policy
years.

Beneficiary -- The person(s) named in the application or by later designation to
receive Policy  proceeds in the event of the Insured's  death. A Beneficiary may
be changed as set forth in the Policy and this prospectus.

Cash Value -- The total of the  amounts  credited  to the Owner in the  Separate
Account, the General Account and the Loan Account.

Cash  Surrender  Value -- The Cash  Value of a Policy on the date of  surrender,
less any  Indebtedness,  less any unpaid  selection and issue expense charge due
for the  remainder  of the first  Policy year,  less any unpaid  monthly  Policy
charge due for the  remainder of the first Policy year,  and less any  surrender
charge.

Face Amount -- The minimum  death benefit under the Policy so long as the Policy
remains in force before the Insured's Attained Age 100.

General Account -- Our assets other than those allocated to the Separate Account
or any other separate account.

Indebtedness  -- The sum of all unpaid  Policy  loans and  accrued  interest  on
loans.

Insured -- The person whose life is insured under the Policy.

Investment  Funds --  Investments  within  the  Separate  Account  which we make
available under the Policy.

Investment  Start Date -- The date the initial premium is applied to the General
Account and/or the Investment Funds. This date is the later of the Issue Date or
the date the initial premium is received at our Service Office.

Issue Age -- The age of the  Insured at his or her  nearest  birthday  as of the
Issue Date.

Issue Date -- The date as of which insurance  coverage begins under a Policy. It
is also the date from  which  Policy  anniversaries,  Policy  years,  and Policy
months are measured. It is the Effective Date of coverage under the Policy.

Loan Account -- The account of Cova to which amounts  securing  Policy Loans are
allocated. The Loan Account is part of Cova's General Account.

Loan  Subaccount  -- A Loan  Subaccount  has been  established  for the  General
Account and for each  Investment  Fund.  Any Cash Value  transferred to the Loan
Account will be  allocated to the  appropriate  Loan  Subaccount  to reflect the
origin of the Cash Value.  At any point in time, the Loan Account will equal the
sum of all the Loan Subaccounts.

Monthly  Anniversary -- The same date in each succeeding month as the Issue Date
except  that  whenever  the  Monthly  Anniversary  falls on a date  other than a
Valuation Date, the Monthly  Anniversary will be deemed the next Valuation Date.
If any Monthly  Anniversary would be the 29th, 30th, or 31st day of a month that
does not have that number of days, then the Monthly Anniversary will be the last
day of that month.

Net Premium -- The premium paid,  less the premium tax charge,  less the Federal
tax charge, less the sales charge.

Owner  --  The  owner  of a  Policy,  as  designated  in the  application  or as
subsequently changed.

Policy -- The flexible  premium variable life insurance Policy offered by us and
described in this prospectus.

Pro-Rata Surrender -- A requested reduction of both the Face Amount and the Cash
Value by a given percentage.

Separate  Account -- Cova  Variable  Life  Account  One,  a separate  investment
account  established  by Cova to receive and invest the Net Premiums  paid under
the Policy,  and certain other variable life  policies,  and allocated by you to
provide variable benefits.

Service  Office -- Cova  Financial  Services Life  Insurance  Company,  P.O. Box
66757, St. Louis, MO 63166-6757.

Target  Premium -- A premium  calculated  when a Policy is issued,  based on the
Insured's  age,  sex  (except in unisex  policies)  and risk  class.  The Target
Premium is used to  calculate  the first  year's  premium  expense  charge,  the
surrender charge, and agent compensation under the Policy.

Valuation Date -- Each day that the New York Stock  Exchange  (NYSE) is open for
trading and Cova is open for business.  Cova is open for business every day that
the NYSE is open for trading.

Valuation  Period  --  The  period  between  two  successive   Valuation  Dates,
commencing at the close of the NYSE (usually 4:00 p.m. Eastern Standard Time) on
a Valuation  Date and ending  with the close of the NYSE on the next  succeeding
Valuation Date.

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



SUMMARY

1. THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the Owner, and us,
an insurance company.  The Policy provides for the payment of a death benefit to
your  selected  Beneficiary  upon the death of the  person  insured.  This death
benefit is distributed free from Federal income taxes. The Policy can be used as
part of your estate planning or used to save for retirement.  The Insured is the
person you choose to have insured under the Policy.  You, the Owner,  can be the
Insured, but you do not have to be.

The Policy  described in this  prospectus  is a flexible  premium  variable life
insurance policy. The Policy is "flexible" because:

o    the frequency and amount of premium payments can vary;

o    you can choose between death benefit options; and

o    you can change the amount of insurance coverage.

The Policy is "variable"  because the Cash Value of your Policy,  when allocated
to the Investment Funds, may increase or decrease  depending upon the investment
results of the selected  Investment  Funds. The duration of your Policy may vary
and, under certain circumstances, so may your death benefit.

So long as the Insured is alive, you can surrender the Policy for all or part of
its Cash Surrender Value. You may also obtain a Policy loan, using the Policy as
security. We will pay a death benefit when the Insured dies.

We make  available a number of riders to meet a variety of your estate  planning
needs. The minimum face amount of insurance that we offer is $50,000.



2. PURCHASES

You  purchase  the  Policy by  completing  the  proper  forms.  Your  registered
representative  can help you.  In some  circumstances,  we may  contact  you for
additional  information  regarding  the  Insured.  We may require the Insured to
provide us with medical records, physician's statement or a complete paramedical
examination.

The  minimum  initial  premium we accept is  computed  for you based on the Face
Amount  you  request.  The Policy is  designed  for the  payment  of  subsequent
premiums.  You can establish  planned annual  premiums.  The minimum  subsequent
premium that we accept is $10.



3. INVESTMENT CHOICES

You can put your money in our General Account or in any or all of the Investment
Funds.  However, you can only put your money in up to 15 of the Investment Funds
and  the  General  Account  at any  one  time.  A brief description of the
Investment Funds is contained in Appendix B and a detailed  description  of the
Investment Funds, their investment policies, restrictions, risks, and charges is
contained in the  prospectuses  for each  Investment  Fund.  You should read the
prospectuses carefully.


4. EXPENSES

We make  certain  deductions  from your  premiums,  your Cash Value and from the
Investment  Funds.  These  deductions are made for taxes,  mortality and expense
risks,  administrative  expenses,  sales  charges,  the cost of  providing  life
insurance  protection  and for the  cost  associated  with  the  management  and
investment  operations of the Investment Funds.  These deductions are summarized
as follows:

o    Deductions from each premium payment.

Tax Charges. We currently deduct 1.3% of each premium payment to pay the Federal
tax charge.  We also deduct a Premium Tax Charge currently equal to 2.10% to pay
the state and local premium taxes.

Sales  Charge.  The Sales  Charge,  which is also  referred to as the percent of
premium charge, is determined as follows:

(1)  in the  first  Policy  year,  15% of the  amount  you pay up to the  Target
     Premium, and 5% of the amount you pay over the Target Premium;

(2)  in the 2nd through 10th Policy years, 5% of the actual premium you pay; and

(3)  in the 11th Policy year and later, 2% of the actual premium you pay.

o    Monthly deductions from your Cash Value.

Selection and Issue Expense Charge.  During the first 10 Policy years, we assess
a charge of up to 1% per $1000 of Face Amount.  This charge varies by Issue Age,
risk class and sex (except in unisex policies) of the Insured.

Monthly  Policy  Charge.  This  charge  is equal to $25 per  month for the first
Policy year,  and $6 per Policy month  thereafter.  This amount is deducted from
the Cash Value of your  Policy on the  Investment  Start  Date and each  Monthly
Anniversary date.

Monthly Cost of Insurance.  This amount is deducted monthly from your Cash Value
on the Investment  Start Date and each Monthly  Anniversary  date. The amount of
the deduction varies with the age, sex (except in unisex  policies),  risk class
of the Insured, duration and the amount of death benefit at risk.

Charges for Additional  Benefit Riders.  On each Monthly  Anniversary  date, the
amount of the charge,  if any, for  additional  benefit  riders is determined in
accordance  with  the  rider  and is shown  on the  specifications  page of your
Policy.

o    Deductions from the Investment Funds.

Mortality and Expense Risk Charge. This risk charge is guaranteed not to exceed,
on an annual basis,  0.55% of the average value of each of your Investment Funds
and is deducted each Valuation Date.

The current  risk charge  depends on the number of years your Policy has been in
force and is as follows:

     Years       Daily Charge Factor        Annual Equivalent
    --------     --------------------     -------------------

     1-10             .0015027%                  0.55%

     11-20            .0012301%                  0.45%

     21+              .0009572%                  0.35%

This deduction is guaranteed  not to increase  while the Policy is in force.  We
will not increase the  mortality and expense risk charge to .55% in years 11 and
beyond.


<TABLE>
<CAPTION>
Investment Fund Expenses
Annual Fund Operating Expenses (as a percentage of average net assets)

                                                                                       Other Fund Expenses
                                                                   Management         (after reimbursement       Total Annual
Investment Funds                                                      Fees          and/or waivers as noted)     Fund Expenses
- ------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds
Advisor: A I M Advisors, Inc.

<S>                                          <C>                     <C>                     <C>
AIM V.I. Capital Appreciation Fund           .62%                    .11%                    .73%
AIM V.I. International Equity Fund           .75%                    .22%                    .97%
AIM V.I. Value Fund                          .61%                    .15%                    .76%

Alliance Variable Products Series Fund, Inc.
Advisor: Alliance Capital Management L.P.
Premier Growth Portfolio (Class A)          1.00%                    .05%                   1.05%
Real Estate Investment Portfolio
     (Class A)(1)                            .49%                    .46%                    .95%

Cova Series Trust (2)
Advisor: J.P. Morgan Investment Management Inc.

International Equity Portfolio              .79%                    .31%                   1.10%
Large Cap Stock Portfolio                   .65%                    .10%                    .75%
Quality Bond Portfolio                      .54%                    .10%                    .64%
Select Equity Portfolio                     .67%                    .10%                    .77%
Small Cap Stock Portfolio                   .85%                    .19%                   1.04%

Advisor: Lord, Abbett &Co.
Bond Debenture Portfolio                    .75%                    .10%                    .85%
Developing Growth Portfolio                 .90%                    .30%                   1.20%
Large Cap Research Portfolio               1.00%                    .30%                   1.30%
Lord Abbett Growth and Income Portfolio(3)  .65%                    .05%                    .70%
Mid-Cap Value Portfolio                    1.00%                    .30%                   1.30%

Franklin Templeton Variable Insurance Products Trust, Class 1 Shares

Advisor: Franklin Advisers, Inc.
Franklin Small Cap Fund (4)               .55%                    .27%                    .82%

Advisor: Franklin Mutual Advisers, LLC
Mutual Shares Securities Fund (5)         .60%                    .19%                    .79%

Advisor: Templeton Asset Management Ltd.
Templeton Developing Markets
    Securities Fund (6)                  1.25%                    .31%                    1.56%

Advisor: Templeton Investment Counsel, Inc.
Templeton International Securities
    Fund (7)                              .69%                    .19%                     .88%

Advisor: Templeton Global Advisors Limited
Templeton Growth Securities Fund (8)      .83%                    .05%                     .88%

General American Capital Company
Advisor: Conning Asset Management Company

Money Market Fund                          .125%                   .08%                    .205%

Goldman Sachs Variable Insurance Trust (9)
Advisor: Goldman Sachs Asset Management
Goldman Sachs VIT Growth and Income Fund    .75%                   .25%                    1.00%
Goldman Sachs VIT Internet Tollkeeper
    FundSM                                 1.00%                   .25%                    1.25%

Advisor: Goldman Sachs Asset Management International
Goldman Sachs VIT Global Income Fund         .90%                   .25%                    1.15%
Goldman Sachs VIT International Equity Fund 1.00%                   .35%                    1.35%

Kemper Variable Series
Advisor: Scudder Kemper Investments, Inc.

Kemper Government Securities Portfolio     .55%                   .08%                     .63%
Kemper Small Cap Growth Portfolio          .65%                   .06%                     .71%
Kemper Small Cap Value Portfolio (10)      .75%                   .09%                     .84%

Liberty Variable Investment Trust
Advisor: Newport Fund Management Inc.

Newport Tiger Fund, Variable Series       .90%                    .31%                    1.21%

MFS Variable Insurance Trust (11)
Advisor: Massachusetts Financial Services Company

MFS Emerging Growth Series                .75%                    .09%                    .84%
MFS Global Governments Series (12)        .75%                    .16%                    .91%
MFS Growth With Income Series             .75%                    .13%                    .88%
MFS High Income Series(12)                .75%                    .16%                    .91%
MFS Research Series                       .75%                    .11%                    .86%

Oppenheimer Variable Account Funds
Advisor: OppenheimerFunds, Inc.

Oppenheimer Bond Fund/VA                  .72%                    .01%                    .73%
Oppenheimer Capital Appreciation
    Fund/VA                               .68%                    .02%                    .70%
Oppenheimer High Income
    Fund/VA                               .74%                    .01%                    .75%
Oppenheimer Main Street Growth &
    Income Fund/VA                        .73%                    .05%                    .78%
Oppenheimer Strategic Bond Fund/VA        .74%                    .04%                    .78%

Putnam Variable Trust
Advisor: Putnam Investment Management, Inc.

Putnam VT Growth and Income Fund -
    Class IA Shares                       .46%                    .04%                    .50%
Putnam VT International Growth Fund -
    Class IA Shares                       .80%                    .22%                   1.02%
Putnam VT International New Opport-
    unities Fund - Class IA Shares       1.08%                    .33%                   1.41%
Putnam VT New Value Fund -
    Class IA Shares                       .70%                    .10%                    .80%
Putnam VT Vista Fund - Class IA Shares    .65%                    .10%                    .75%





Variable Insurance Products Fund (Initial Class)
Variable Insurance Products Fund II (Initial Class)
Variable Insurance Products Fund III (Initial Class)

Advisor: Fidelity Management & Research Company
VIP III Growth Opportunities
     Portfolio (Initial Class) (13)     .58%                     .11%                     .69%
VIP Growth Portfolio (Initial
     Class) (13)                        .58%                     .08%                     .66%
VIP II Growth & Income Portfolio
     (Initial Class) (13)               .48%                     .12%                     .60%
VIP Equity-Income Portfolio
     (Initial Class) (13)               .48%                     .09%                     .57%
VIP II Contrafund(R) Portfolio
     (Initial Class) (13)               .58%                     .09%                     .67%

(1) The expenses shown with respect to the Real Estate  Investment  Portfolio are
net of voluntary reimbursements.  Expenses have been capped at .95% annually and
the  adviser  to the  Fund  intends  to  continue  such  reimbursements  for the
foreseeable  future. For the year ended December 31, 1999, the expenses  for the
Real  Estate  Investment Portfolio,  before reimbursement, were: .90% management
fees and .82% for other expenses.

(2) Cova reimburses the investment portfolios, except the Select Equity,
Small Cap Stock and International Equity Portfolios, for all operating
expenses (exclusive of the management fees) in excess of approximately .30%
for the Mid-Cap Value, Large Cap Research and Developing Growth Portfolios
and in excess of approximately .10% for the other investment portfolios.
Prior to May 1, 1999, Cova had reimbursed expenses in excess of approximately
 .10% with respect to the Select Equity, Small Cap Stock, International Equity,
Mid-Cap Value, Large Cap Research and Developing Growth Portfolios.  Therefore,
the amounts shown above under "Other Expenses"  have been restated to reflect
the estimated expenses for the Select Equity, Small Cap Stock and International
Equity Portfolios for the year ending December 31, 2000.  Absent these
expense reimbursement arrangements, the total annual portfolio expenses
for the year ended December 31, 1999 were: 1.09% for the Small Cap
Stock Portfolio; 1.15% for the International Equity Portfolio; .71% for the
Quality Bond Portfolio; .76% for the Large Cap Stock Portfolio; .86% for the
Bond Debenture Portfolio; 1.41% for the Mid-Cap Value Portfolio; 1.38% for the
Large Cap Research Portfolio; and 1.34% for the Developing Growth Portfolio.

(3)  The Portfolio commenced investment operations on January 8, 1999.

(4)    On 2/8/00, a merger and reorganization was approved that combined the
assets of the fund with a similar fund of Templeton Variable Products Series
Fund, effective 5/1/00.  On 2/8/00, fund shareholders approved new management
fees, which apply to the combined fund effective 5/1/00.  The table shows
restated total expenses based on the new fees and assets of the fund as of
12/31/99, and not the assets of the combined fund.  However, if the table
reflected both the new fees and the combined assets, the fund's expenses
after 5/1/00 would be estimated as: Management Fees 0.55%, Other Expenses
0.27%, and Total Fund Operating Expenses 0.82%.

(5)   On 2/8/00, a merger and reorganization was approved that combined the
fund with a similar fund of Templeton Variable Products Series Fund, effective
5/1/00.  The table shows total expenses based on the fund's assets as of 12/31/99,
and not the assets of the combined fund.  However, if the table reflected
combined assets, the fund's expenses after 5/1/00 would be estimated as:
Management Fees 0.60%, Other Expenses 0.19%, and Total Fund Operating Expenses
0.79%.

(6)  On 2/8/00, shareholders approved a merger and reorganization that
combined the fund with the Templeton Developing Markets Equity Fund, effective
5/1/00. The shareholders of that fund had approved new management fees, which
apply to the combined fund effective 5/1/00.  The table shows restated total
expenses based on the new fees and the assets of the fund as of 12/31/99, and
not the assets of the combined fund.  However, if the table reflected both the
new fees and the combined assets, the fund's expenses after 5/1/00 would be
estimated as: Management Fees 1.25%, Other Expenses 0.29%, and Total Fund
Operating Expenses 1.54%.

(7)  On 2/8/00, shareholders approved a merger and reorganization that
combined the fund with the Templeton International Equity Fund, effective
5/1/00.  The shareholders of that fund had approved new management fees,
which apply to the combined fund effective 5/1/00.  The table shows restated
total expenses based on the new fees and the assets of the fund as of
12/31/99, and not the assets of the combined fund.  However, if the table
reflected both the new fees and the combined assets, the fund's expenses
after 5/1/00 would be estimated as: Management Fees 0.65%, Other Expenses
0.20%, and Total Fund Operating Expenses 0.85%.

(8)  On 2/8/00, a merger and reorganization was approved that combined
the fund with a similar fund of Templeton Variable Products Series Fund,
effective 5/1/00. The table shows total expenses based on the fund's assets
as of 12/31/99, and not the assets of the combined fund.  However, if the table
reflected combined assets, the fund's expenses after 5/1/00 would be estimated
as: Management Fees 0.80%, Other Expenses 0.05%, and Total Fund Operating
Expenses 0.85%. The fund administration fee is paid indirectly through the
management fee.

(9) The investment advisers to the Goldman Sachs VIT Growth and Income, Internet
Tollkeeper, International Equity  and  Global  Income  Funds  have  voluntarily
agreed to reduce or limit certain  "Other  Expenses"  of such Funds  (excluding
management  fees,  taxes, interest, brokerage fees, litigation, indemnification
and other extraordinary expenses) to the extent such  expenses  exceed  0.25%,
0.25%, 0.35% and 0.25% per annum of such  Funds'  average  daily net  assets,
respectively.  The expenses shown include this reimbursement. If not included,
the "Other Expenses" and "Total Annual  Portfolio  Expenses" for the Goldman
Sachs Growth and Income, Internet Tollkeeper, International Equity and Global
Income Funds would be .47% and 1.22%, ___% and ___% (estimated), .77% and 1.77%
and 1.78% and 2.68%,  respectively.  The reductions or limitations  may be
discontinued or modified by the investment  advisers in their  discretion at
any time.  The Fund's expenses shown in the fee table are based on estimated
expenses for the fiscal year ending December 31, 2000.

(10) Pursuant to its agreement with Kemper Variable Series,  the investment manager
and the accounting agent have agreed,  for the one year period commencing May 1,
2000, to limit their respective fees and to reimburse other operating  expenses to
the extent necessary to limit total operating expenses of the Kemper Small Cap
Value Portfolio  to .84%.  The  amounts set forth in the table  above  reflect
actual expenses for the past fiscal year, which were at or lower than these
expense limits, after the benefit of any custodial credits.

(11) Each  series has an expense  offset  arrangement  which  reduces the series'
custodian  fee based upon the amount of cash  maintained  by the series with its
custodian and dividend  disbursing  agent. Each series may enter into other such
arrangements  and  directed  brokerage  arrangements,  which would also have the
effect of reducing the series' expenses. The expenses shown above do not take
into account these expense  reductions,  and are therefore  higher than the
actual  expenses of the series.

(12) MFS has contractually agreed to bear expenses for these series, subject to
reimbursement by these series,  such that each series' "Other Expenses" do not
exceed 0.15% of the average  daily net assets of the series  during the current
fiscal year. Absent the expense  reimbursement,  the Total Annual Portfolio
Expenses for the year  ended  December  31,  1999, were  1.05% for the
MFS  Global Governments Series and .97% for the High Income Series.
The   payments  made by MFS on behalf of each series under this arrangement are
subject to  reimbursement  by the  series to  MFS,  which will be accomplished
by the payment of an expense reimbursement fee  by the series to MFS computed
and paid monthly at a percentage of the series' average daily net assets for
its then current fiscal year, with a limitation  that  immediately after such
payment,  the series' "Other Expenses" will not exceed the percentage set forth
above for that series.  The obligation of MFS to bear a series' "Other Expenses"
pursuant to this arrangement,  and  the series'  obligation to pay the
reimbursement  fee to  MFS,  terminates  on  the  earlier  of the  date on which
payments  made by the series  equal  the prior  payment  of such  reimbursable
expenses by MFS or December 31, 2004. MFS  may, in its discretion, terminate
this arrangement at an earlier date provided  that the  arrangement  will
continue for each series until at least May 1, 2001, unless  terminated  with
the consent of the board of  trustees which oversees the series.


(13) A portion of the brokerage commissions that certain funds pay was used
to reduce fund expenses.  In addition, through arrangements with certain funds,
or FMR on behalf of certain funds', custodian credits realized as a result of
uninvested cash balances were used to reduce a portion of each applicable fund's
expenses.  With these reductions, total expenses would have been: .68% for
the Growth Opportunities Portfolio; .65% for the Growth Portfolio; .59% for the
Growth & Income Portfolio; .56% for the Equity-Income Portfolio; and .65% for the
Contrafund Portfolio.
</TABLE>

o Deductions for surrenders, partial withdrawals and transfers.

Surrender  Charge.  A  Surrender  Charge may be deducted in the event you make a
full or partial  withdrawal of your Policy.  If you surrender your Policy or let
it lapse during the first ten Policy years,  we will keep part of the Cash Value
of your Policy to help us recover the costs of selling and issuing the Policy.

The Surrender Charge is 45% of the Target Premium if you surrender the Policy or
let it lapse during the first five Policy years.  Afterwards,  the amount of the
Surrender  Charge goes down each month.  After  the10th  Policy year there is no
charge. A Surrender Charge will apply to any decrease in Face Amount.

There is a table in your Policy that shows the amount of the Target  Premium and
the percentage of the Surrender Charge for each month.

If you make a partial  withdrawal  from your Policy,  we will charge a pro-rated
portion of the  Surrender  Charge.  There may also be a Partial  Withdrawal  Fee
charged.

Partial  Withdrawal  Fee and Transfer  Fee. The first 12 requested  transfers or
partial  withdrawals in a Policy year are free.  For each partial  withdrawal or
transfer  in excess of 12 in a Policy  year,  there is a fee  assessed  which is
currently equal to $25.



5. DEATH BENEFIT

The amount of the death benefit depends on:

o    the Face Amount of your Policy;

o    the death benefit option in effect at the time of the Insured's
     death; and

o    under some circumstances the Cash Value of your Policy.

There are three death benefit options: Option A, Option B and Option C. If death
benefit  Option A is in effect,  the death  benefit is the greater of your total
Face  Amount  in  effect  or the Cash  Value of your  Policy  on the date of the
Insured's  death  multiplied by the applicable  factor.  Under this option,  the
amount of the death benefit is fixed, except when we use the factor to determine
the benefit percentage.

If death benefit Option B is in effect, the death benefit is the greater of your
total  Face  Amount in effect  plus the Cash Value of your  Policy,  or the Cash
Value of your Policy multiplied by the applicable factor. Under this option, the
amount of the death  benefit is  variable  (but will never be less than the Face
Amount).

If death benefit Option C is in effect, the death benefit is the greater of your
total Face  Amount in effect or the Cash Value  multiplied  by an  Attained  Age
factor.

So long as the Policy remains in force, prior to the Insured's Attained Age 100,
the minimum death benefit will be at least the current Face Amount.

Under certain  circumstances you can change death benefit options.  You can also
change the Face Amount under certain circumstances.

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 Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the Policy
should be excludable from the gross income of your Beneficiary.  However, estate
taxes may apply.  Any  earnings in your Policy are not taxed until you take them
out. The tax treatment of the loan  proceeds and surrender  proceeds will depend
on  whether  the  Policy is  considered  a Modified  Endowment  Contract  (MEC).
Proceeds  taken out of a MEC are  considered to come from earnings first and are
includible in taxable income. If you are younger than 59 1/2 when you take money
out of a MEC,  you may also be  subject  to a 10%  federal  tax  penalty  on the
earnings withdrawn.



7. ACCESS TO YOUR MONEY

You can terminate your Policy at any time during the lifetime of the Insured and
we will pay you the Cash Surrender Value of your Policy.  At any time during the
Insured's lifetime and before the Policy has terminated, you may withdraw a part
of your Cash Value subject to the requirements of the Policy. When you terminate
your  Policy  or make a partial  withdrawal,  a  surrender  charge  and  partial
withdrawal fee may be assessed.

You can also borrow against the Cash Value of your Policy.



8. OTHER INFORMATION

Free Look.  You can cancel  the Policy  within 20 days after you  receive it (or
whatever  period is  required in your state) or the 45th day after you sign your
application, whichever period ends later. We will refund all premiums paid, or
whatever amount is required in your state).  Upon completion  of the
underwriting  process,  we will  allocate  your  initial Net Premium to
the Money Market Fund until the reallocation  date, which occurs upon
the expiration of the free look period. After that, we will invest your
Policy's Cash Value and any subsequent premiums as you requested.

Who Should  Purchase  the Policy?  The Policy is designed  for  individuals  and
businesses  that  have a need  for  death  protection  but who  also  desire  to
potentially  increase the values in their  policies  through  investment  in the
Investment Funds. The Policy offers the following to individuals:

o    create or conserve one's estate;

o    supplement retirement income; and

o    access to funds 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 the Insured.

Additional Features. The following additional features are offered:

o    you can arrange to have a regular amount of money automatically transferred
     from the  Money  Market  Fund to  selected  Investment  Funds  each  month,
     theoretically  giving  you a lower  average  cost per unit over time than a
     single one time purchase. We call this feature Dollar Cost Averaging.

o    you  can  arrange  to  automatically   readjust  your  Cash  Value  between
     Investment  Funds  periodically to keep the allocation you select.  We call
     this feature Portfolio Rebalancing.

o    we also  offer a  number  of  additional  riders  that are  common  to life
     insurance policies.

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



9. INQUIRIES

If you need more information about purchasing a Policy, please contact us at:

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

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

    Cova Financial Services Life Insurance Company
    P.O. Box 66757
    St. Louis, MO 63166-6757
    877-357-4419

PART I

1.   THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the Owner, and us,
an insurance  company.  This kind of Policy is most commonly used for retirement
planning and/or estate planning.

The Policy  provides for life insurance  coverage on the Insured.  It has a Cash
Value,  a  death  benefit,   surrender   rights,   loan   privileges  and  other
characteristics  associated  with  traditional  and  universal  life  insurance.
However, since the Policy is a variable life insurance Policy, the value of your
Policy will increase or decrease depending upon the investment experience of the
Investment  Funds you choose.  The  duration or amount of the death  benefit may
also vary  based on the  investment  performance  of the  underlying  Investment
Funds.  To the  extent  you select  any of the  Investment  Funds,  you bear the
investment  risk.  If your Cash  Value less any loans,  loan  interest  accrued,
unpaid selection and issue charge due for the remainder of the first Policy year
and, if surrender charges and any Partial  Withdrawal Fee is insufficient to pay
the monthly deductions, the Policy may terminate.

Because the Policy is like traditional and universal life insurance, it provides
a death benefit which is paid to your named Beneficiary.  When the Insured dies,
the death proceeds are paid to your Beneficiary  which should be excludable from
the gross income of the  Beneficiary.  The tax-free  death proceeds make this an
excellent  way to  accumulate  money  you do not  think  you  will  use in  your
lifetime.  It is also a tax-efficient way to provide for those you leave behind.
If you need access to your money,  you can borrow from the Policy,  make a total
surrender or a partial withdrawal.



2.   PURCHASES


Application for a Policy
In order to  purchase  a  Policy,  you must  submit  an  application  to us that
requests  information about the proposed Insured. In some cases, we will ask for
additional information. We may request that the proposed Insured provide us with
medical  records,  a  physician's  statement or possibly  require  other medical
tests.


Premiums
Before coverage  begins under a Policy,  the application and the premium must be
in good order as determined by our administrative  rules. You may receive a copy
of a Policy before that time for examination but there will be no coverage. Each
premium  after the  initial  premium  must be at least  $10.  The  Policy is not
designed for  professional  market  timing  organizations,  other  entities,  or
persons using programmed, large, or frequent transfers.

You can  establish  a schedule  of planned  premiums.  We will send you  billing
notices for these premium payments. A failure to pay such a premium payment will
not itself cause the Policy to lapse.


Unscheduled Premiums
You can make  additional  unscheduled  premium  payments  at any time  while the
Policy is in force.  However,  in order to preserve the  favorable tax status of
the Policy,  we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the Internal Revenue Code.

If Cova  receives  a premium  payment  which  would  cause the death  benefit to
increase by an amount that exceeds the Net Premium portion of the payment,  then
Cova reserves the right to :

o    refuse that premium payment; or

o    require additional evidence of insurability before it accepts the premium.


Lapse and Grace Period
During  the  first 5  Policy  years,  your  Policy  will  not  lapse if the Cash
Surrender Value of your Policy is insufficient to pay for the monthly deductions
when:

o    the  sum  of all  premiums  paid  on the  Policy  (reduced  by any  partial
     withdrawals and any outstanding  loan balance) is at least equal to the sum
     of the No Lapse  Monthly  Premiums  for the elapsed  months since the Issue
     Date.

The No Lapse Monthly Premium amount is found on the specifications  page of your
Policy.  This  amount may be modified  if you change  your Face  Amount,  make a
change in the premium class of the Insured  within 5 years of the Issue Date, or
if there is an addition or deletion of a rider. Lapse will occur if:

o    the Cash Surrender  Value is not sufficient to cover the monthly  deduction
     (except for reasons stated above);

o    the sum of all the  premiums  you paid  into  the  Policy  (reduced  by any
     partial  withdrawal  or any  outstanding  loan balance) is less than the No
     Lapse Monthly Premium; and

o    a grace period expires without a sufficient premium payment.

When a Policy is about to terminate, the Policy provides a grace period in order
for you to make a premium  payment or a loan  repayment  to keep your  Policy in
force. The grace period,  which is 62 days, begins on the Monthly Anniversary on
which  the Cash  Surrender  Value  is  insufficient  to meet  the  next  monthly
deduction.  We will notify you by mail of the amount of additional  premium that
must be paid to keep the  Policy  from  terminating.  If we do not  receive  the
required  amount  within the grace  period,  the Policy will lapse and terminate
without Cash Value.  If your Policy was issued in Florida, the grace period
provisions may differ.  Please refer to your Policy.

If the Insured dies during the grace period, any overdue monthly deductions will
be deducted from the death benefit otherwise payable.


Reinstatement
If your Policy terminated at the end of a grace period,  you can request that we
reinstate it (restore your insurance  coverage) anytime within 5 years after its
termination. To reinstate your Policy you must:

o    submit a written request for reinstatement;

o    submit proof  satisfactory to us that the Insured is still insurable at the
     risk class that applies for the latest Face Amount portion then in effect;

o    pay a Net Premium  large enough to cover the monthly  deductions  that were
     due at the time of lapse and 2 times the monthly  deduction due at the time
     of reinstatement; and

o    pay an amount large enough to cover any loan interest due and unpaid at the
     time of lapse.

The  reinstatement  date is the  date on or  following  the day we  approve  the
application   for   reinstatement.   The  Cash  Value  of  your  Policy  on  the
reinstatement date is equal to:

o    the amount of any Policy loan reinstated;

o    increased by the Net Premiums paid at  reinstatement,  any Policy loan paid
     at the time of  reinstatement,  and the amount of any surrender charge paid
     at the time of lapse.

The Policy may not be  reinstated if it has been  surrendered  or if the Insured
dies before the  reinstatement  date. There will be a full monthly deduction for
the Policy month which includes the reinstatement date.


Allocation of Premium
When we receive a premium from you, we deduct:

o    a Tax Charge for premium taxes and Federal taxes; and

o    a Sales Charge.

The  premium  less these  charges is referred  to as the Net  Premium.  Your Net
Premium is  allocated  to the General  Account or one or more of the  Investment
Funds, as selected by you.

When we issue you a Policy,  we  automatically  allocate your initial premium to
the Money Market Fund. Once the free look period expires, the Cash Value of your
Policy is  allocated  to the  General  Account  and/or the  Investment  Funds in
accordance with your  selections  requested in the  application.  For any chosen
allocation, the  percentages  must be in whole numbers.  This  allocation is not
subject to the transfer fee  provision.  However,  we reserve the right to limit
the number of selections that you may invest in at any one time.


Cash Value of Your Policy
The Cash  Value  equals  the sum of the  amounts  in the  General  Account,  the
Investment Funds you have selected, and the Loan Account.


Method of Determining Cash Value of an Investment Fund
The  value of your  Policy  will go up or down  depending  upon  the  investment
performance of the Investment  Fund(s) you choose and the charges and deductions
made against your Policy.

The Cash Value of the Investment Funds is determined for each Valuation  Period.
When we apply your initial premium to an Investment  Fund, the Cash Value equals
the Net Premium allocated to the Investment Fund, minus the monthly deduction(s)
due from the Issue Date through the Investment Start Date.  Thereafter,  on each
Valuation Date, the Cash Value in an Investment Fund will equal:

(1)  The Cash Value in the  Investment  Fund on the  preceding  Valuation  Date,
     multiplied by the Investment  Fund's Net Investment  Factor (defined below)
     for the current Valuation Period; plus

(2)  Any Net Premium payments received during the current Valuation Period which
     are allocated to the Investment Fund; plus

(3)  Any loan  repayments  allocated to the  Investment  Fund during the current
     Valuation Period; plus

(4)  Any amounts  transferred to the Investment Fund from the General Account or
     from another Investment Fund during the current Valuation Period; plus

(5)  That  portion  of the  interest  credited  on  outstanding  loans  which is
     allocated to the Investment Fund during the current Valuation Period; minus

(6)  Any amounts  transferred  from the Investment Fund to the General  Account,
     Loan Account,  or to another  Investment Fund during the current  Valuation
     Period (including any transfer charges); minus

(7)  Any  partial  withdrawals  from the  Investment  Fund  during  the  current
     Valuation Period; minus

(8)  Any withdrawal due to a Pro-Rata  Surrender from the Investment Fund during
     the current Valuation Period; minus

(9)  Any withdrawal or surrender  charges incurred during the current  Valuation
     Period  attributed  to the  Investment  Fund in  connection  with a partial
     withdrawal or Pro-Rata Surrender; minus

(10) If a Monthly  Anniversary  occurs during the current Valuation Period,  the
     portion of the monthly  deduction  allocated to the Investment  Fund during
     the current  Valuation Period to cover the Policy month which starts during
     that Valuation Period.


Net Investment Factor
The Net Investment  Factor measures the investment  performance of an Investment
Fund during a Valuation  Period.  The Net Investment  Factor for each Investment
Fund for a Valuation Period is calculated as follows:

(1)  The value of the assets at the end of the preceding Valuation
     Period; plus

(2)  The investment income and capital gains,  realized or unrealized,  credited
     to the assets in the Valuation  Period for which the Net Investment  Factor
     is being determined; minus

(3)  The capital  losses,  realized or unrealized,  charged against those assets
     during the Valuation Period; minus

(4)  Any amount charged against each  Investment  Fund for taxes,  including any
     tax or other economic burden resulting from the application of the tax laws
     determined by us to be properly  attributable  to the Investment  Funds, or
     any amount set aside  during the  Valuation  Period as a reserve  for taxes
     attributable to the operation or maintenance of each Investment Fund; minus

(5)  The  mortality and expense risk charge equal to a percentage of the average
     net assets for each day in the Valuation Period. This charge, for mortality
     and expense risks,  is determined by the length of time the Policy has been
     in force. It will not exceed the amounts shown in the following table:

        Policy           Percentage of        Effective
        Years            Avg. Net Assets      Annual Rate
       ---------         ----------------    ----------------
        1-10              0.0015027             0.55%

        11-20             0.0012301             0.45%

        21+               0.0009572             0.35%

     divided by

(6) The value of the assets at the end of the preceding Valuation Period.


Our Right to Reject or Return a Premium Payment
In order to receive the tax  treatment  for life  insurance  under the  Internal
Revenue Code (Code), a Policy must initially  qualify and continue to qualify as
life insurance under the Code. To maintain this qualification,  we have reserved
the right under the Policy to return any premiums paid which we have  determined
will cause the Policy to fail as life insurance.  We also have the right to make
changes in the Policy or to make a distribution  to the extent we determine this
is  necessary  to  continue  to  qualify  the  Policy  as life  insurance.  Such
distributions may have current income tax consequences to you.

If  subsequent  premiums  will cause your Policy to become a Modified  Endowment
Contract (MEC) we will contact you prior to applying the premium to your Policy.
If you elect to have the premium  applied,  we require that you  acknowledge  in
writing that you understand the tax  consequences  of a MEC before we will apply
the premiums.



3.   INVESTMENT FUNDS

There are currently ___ Investment Funds available in connection with the Policy
we are offering  here. The  Investment  Funds are offered  through one of eleven
open-end,   diversified  management  investment  companies:   (1)  AIM  Variable
Insurance  Funds (2) Alliance  Variable  Products  Series Fund,  Inc.,  (3) Cova
Series Trust,  (4) Franklin  Templeton  Variable  Insurance  Products  Trust (5)
General American Capital  Company,  (6) Goldman Sachs Variable  Insurance Trust,
(7) Kemper Variable  Series,  (8) Liberty  Variable  Investment  Trust,  (9) MFS
Variable  Insurance Trust, (10) Oppenheimer  Variable Account Funds, (11) Putnam
Variable Trust and (12) Variable  Insurance  Products Fund,  Variable  Insurance
Products Fund II and Variable Insurance Products Fund III.

You can only invest in up to 15 of the Investment  Funds and the General Account
at any one time.  Purchasers should read this prospectus carefully before
investing. Copies of the prospectuses for the Investment Funds will be sent to
you with your Policy. Certain  portfolios contained in the fund prospectuses
may not be available with your Policy.  (See Appendix B which contains a
summary of investment objectives and strategies for each Investment Fund.)

The investment objective and policies of certain of the Investment Funds are
similar to the investment objectives and policies of other mutual funds that
certain of the investment advisers manage.  Although the objectives and policies
may be similar, the investment results of the Investment Funds may be higher or
lower than the results of such other mutual funds.  The investment advisers
cannot guarantee, and make no representation, that the investment results of
similar funds will be comparable even though the funds have the same investment
advisers.

A fund's performance may be affected by risks specific to certain types of
investments, such as foreign securities, derivative investments, non-investment
grade debt securities, initial public offerings (IPOs) or companies with
relatively small market capitalizations.  IPOs  and other investment techniques
may have a magnified performance impact on a fund with a small  asset base. A
fund may not experience similar performance as its assets grow.

The  following  is a list  of  the  Investment  Funds  and  investment  managers
available under the Policy:




AIM Variable Insurance Funds:

     Advisor: A I M Advisors, Inc.
         AIM V.I. Capital Appreciation Fund
         AIM V.I. International Equity Fund
         AIM V.I. Value Fund


Alliance Variable Products Series Fund, Inc.:

     Advisor: Alliance Capital
     Management L.P.
         Premier Growth Portfolio (Class A)
         Real Estate Investment Portfolio (Class A)


Cova Series Trust:

     Advisor: J.P. Morgan
     Investment Management Inc.
         International Equity Portfolio
         Large Cap Stock Portfolio
         Quality Bond Portfolio
         Select Equity Portfolio
         Small Cap Stock Portfolio

     Advisor: Lord, Abbett & Co.
         Bond Debenture Portfolio
         Developing Growth Portfolio
         Large Cap Research Portfolio
         Lord Abbett Growth and Income Portfolio
         Mid-Cap Value Portfolio

Franklin Templeton Variable Insurance Products Trust*, Class 1 Shares:
     Advisor: Franklin Advisers, Inc.
         Franklin Small Cap Fund (the surviving fund of the merger with
         Franklin Small Cap Investments Fund)

     Advisor: Franklin Mutual Advisers, LLC
         Mutual Shares Securities Fund (the surviving fund of the merger with
         Mutual Shares Investments Fund)

     Advisor: Templeton Asset
     Management Ltd.
         Templeton Developing Markets Securities Fund (formerly,
         Templeton Developing Markets Fund)

     Advisor: Templeton Investment
     Counsel, Inc.
         Templeton International Securities Fund (formerly, Templeton
         International Fund)

     Advisor: Templeton Global Advisors Limited
         Templeton Growth Securities Fund (the surviving fund of the
         merger with Templeton Stock Fund)

*Effective May 1, 2000, the portfolios of Templeton Variable Products
Series Fund were merged into similar portfolios of Franklin Templeton
Variable Insurance Products Trust.
General American Capital Company:

     Advisor: Conning Asset
     Management Company
         Money Market Fund


Goldman Sachs Variable Insurance Trust ("VIT"):

     Advisor: Goldman Sachs
     Asset Management, a unit of the Investment Management Division of
      Goldman, Sachs & Co.
         Goldman Sachs VIT Growth and Income Fund
         Goldman Sachs VIT Internet Tollkeeper Fund  (not currently
          available)
     Advisor: Goldman Sachs
     Asset Management International
         Goldman Sachs VIT Global Income Fund
         Goldman Sachs VIT International Equity Fund


Kemper Variable Series:

     Advisor: Scudder Kemper
     Investments, Inc.
         Kemper Government Securities Portfolio
         Kemper Small Cap Growth Portfolio
         Kemper Small Cap Value Portfolio


Liberty Variable Investment Trust:

     Advisor: Newport Fund
     Management Inc.
         Newport Tiger Fund, Variable Series


MFS Variable Insurance Trust:

     Advisor: Massachusetts
     Financial Services Company
         MFS Emerging Growth Series
         MFS Global Governments Series
         MFS Growth With Income Series
         MFS High Income Series
         MFS Research Series


Oppenheimer Variable Account Funds:

     Advisor: OppenheimerFunds, Inc.
         Oppenheimer Bond Fund/VA
         Oppenheimer Capital Appreciation Fund/VA
         Oppenheimer High Income Fund/VA
         Oppenheimer Main Street Growth & Income Fund/VA
         Oppenheimer Strategic Bond Fund/VA


Putnam Variable Trust:

     Advisor: Putnam Investment
     Management, Inc.
         Putnam VT Growth and Income Fund Class IA Shares
         Putnam VT International Growth Fund Class IA Shares
         Putnam VT International New
           Opportunities Fund Class IA Shares
         Putnam VT New Value Fund Class IA Shares
         Putnam VT Vista Fund - Class IA Shares


Variable Insurance Products Fund:
     Advisor: Fidelity Management & Research Company
         VIP Growth Portfolio
         VIP Equity-Income Portfolio

Variable Insurance Products Fund II:
     Advisor: Fidelity Management & Research Company
         VIP II Contrafund(R) Portfolio

Variable Insurance Products Fund III:
     Advisor: Fidelity Management & Research Company
         VIP III Growth Opportunities Portfolio
         VIP III Growth & Income Portfolio




Shares of the  Investment  Funds  may be  offered  in  connection  with  certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may  or may  not be  affiliated  with  us.  Certain
Investment Funds may also be sold directly to qualified plans. The Funds believe
that offering their shares in this manner will not be disadvantageous to you.

We may enter into  certain  arrangements  under which we are  reimbursed  by the
Investment   Funds'   advisers,   distributors   and/or   affiliates   for   the
administrative services which we provide to the Funds.


Substitution and Limitations on Further Investments
We may  substitute  one of the  Investment  Funds you have selected with another
Investment  Fund.  We  will  not do  this  without  the  prior  approval  of the
Securities and Exchange  Commission.  We may also limit further investment in an
Investment Fund. We will give you notice of our intention to do this.


Transfers
At your  request,  we will transfer  amounts in your Policy from any  Investment
Fund to another  Investment Fund, or to and from the General Account (subject to
restrictions).  The minimum  amount that can be transferred is the lesser of the
minimum  transfer amount  (currently  $500), or the total value in an Investment
Fund  or  the  General  Account.  You  can  make  twelve  transfers  or  partial
withdrawals in a Policy year without charge.  We currently charge a transfer fee
of $25 for additional transfers in a Policy year.

You cannot make a transfer out of our General  Account in the first Policy year.
The maximum amount you can transfer from the General  Account in any Policy year
after the 1st is the greater of:

(a)  25% of a  Policy's  Cash  Surrender  Value in the  General  Account  at the
     beginning of the Policy year; or

(b)  the previous Policy year's General Account maximum withdrawal amount not to
     exceed the total Cash Surrender Value of the Policy.

Transfers  resulting  from Policy  loans will not be counted for purposes of the
limitations on the amount or frequency of transfers allowed in each Policy year.

We have not designed this Policy or the underlying  Investment  Funds for use by
professional  market  timing  organizations,  other  entities,  or persons using
programmed,  large, or frequent transfers. If it appears that there is a pattern
of exchanges that coincides with a "market  timing"  strategy and are disruptive
to the  Investment  Funds,  the transfer will be refused.  Policies under common
ownership or control may be aggregated for purposes of transfer limits.  We will
coordinate  with the Fund managers to restrict the transfer  privilege or reject
any specific premium  allocation  request for any person,  if, in the Investment
Fund  manager's  judgment,  the  Investment  Fund  would  be  unable  to  invest
effectively in accordance with its investment  objectives and policies, or would
otherwise potentially be adversely affected.

Although we currently intend to continue to permit transfers for the foreseeable
future, the Policy provides that we may at any time revoke, modify, or limit the
transfer privilege.


Dollar Cost Averaging
Dollar cost  averaging  is a program  which  enables  you to allocate  specified
dollar amounts from the Money Market Fund to other Investment Funds on a monthly
basis. By allocating  amounts on a monthly basis, you may be less susceptible to
the impact of market fluctuations.

The minimum transfer amount is $100. The minimum amount that can be allocated to
an Investment Fund is 5% of the amount transferred. You can elect to participate
in this  program at any time by properly  completing  the dollar cost  averaging
election form.

Dollar cost averaging will terminate when any of the following occurs:

1)   the value of the Money Market Fund is completely depleted; or

2)   you request termination in writing.

There is no current charge for dollar cost averaging but we reserve the right to
charge  for this  program  in the  future.  Transfers  made  under  dollar  cost
averaging do not count against the total of 12 transfers  allowed without charge
in a Policy year. Dollar cost averaging cannot be used  simultaneously  with the
portfolio rebalancing program.


Portfolio Rebalancing
Over  time,  the funds in the  General  Account  and the  Investment  Funds will
accumulate at different rates as a result of different  investment returns.  You
may  direct us to  automatically  restore  the  balance of the Cash Value in the
General  Account and in the Investment  Funds to the  percentages  determined in
advance.  There  are two  methods  of  rebalancing  available  --  periodic  and
variance.

Periodic  Rebalancing.  Under  this  option  you  elect  a  frequency  (monthly,
quarterly,  semiannually or annually),  measured from the Policy anniversary. On
each date elected, we will rebalance the Investment Funds and/or General Account
to  reallocate  the Cash  Value  according  to the  investment  percentages  you
elected.

Variance  Rebalancing.  Under  this  option  you  elect  a  specific  allocation
percentage  for the General  Account  and each  Investment  Fund.  For each such
account, the allocation  percentage (if not zero) must be a whole percentage and
must not be less than five percent. You also elect a maximum variance percentage
(5%, 10%, 15%, or 20% only),  and can exclude  specific  Investment Funds and/or
the General Account from being rebalanced.  On each Monthly  Anniversary we will
review the current balances to determine  whether any Investment Fund balance is
outside of the variance  range  (either  above or below) as a percentage  of the
specified  allocation  percentage.  If any  Investment  Fund is  outside  of the
variance  range,  we will  generate  transfers to rebalance all of the specified
Investment   Funds  and/or  the  General  Account  back  to  the   predetermined
percentages.

Transfers  resulting from portfolio  rebalancing will not be counted against the
total number of transfers allowed in a Policy year before a charge is applied.

You may elect either  method of portfolio  rebalancing  by  specifying it on the
Policy application,  or may elect it later for an in force Policy, or may cancel
it, by submitting a change form acceptable to us.

We reserve the right to suspend  portfolio  rebalancing at any time on any class
of policies on a nondiscriminatory basis, or to charge an administrative fee for
election  changes in excess of a specified number in a Policy year in accordance
with  our   administrative   rules.   Portfolio   rebalancing   cannot  be  used
simultaneously with the dollar cost averaging program.


Approved Asset Allocation Programs
We recognize the value to certain  Owners of having  available,  on a continuous
basis,  advice for the  allocation  of their  money among the  Investment  Funds
available  under the Policy.  Certain  providers of these types of services have
agreed to provide such services to Owners in accordance with our  administrative
rules regarding such programs.

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

Even though we permit 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 Funds,
and  should we 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  transaction
charges.



4.   EXPENSES

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


Tax Charges
There are charges for Federal taxes, and state and local premium taxes which are
deducted from each premium payment.  The Federal tax charge is currently 1.3% of
each premium. The premium tax charge is currently 2.10% of premium payments.  If
the tax rates change, we may change the amount of the deduction to cover the new
rate.


Sales Charge
A sales  charge  will  be  deducted  from  each  premium  payment  to  partially
compensate  us  for  expenses  incurred  in  distributing  the  Policy  and  any
additional  benefits  provided by riders.  We currently intend to deduct a sales
charge determined according to the following schedule:

   Policy Year 1:     15% of premium up to Target Premium; 5%
                      of premium above Target Premium
   Policy Years 2-10: 5% of all premium paid
   Policy Years 11+:  2% of all premium paid

For  Policies  issued  in the  state of  Oregon,  the  amounts  shown  above are
increased  by 2%. The  guaranteed  sales charge  varies for  Policies  issued in
Texas.  As of the date of this  prospectus,  the current  sales charge for Texas
Policies is the same as shown above.

The expenses  covered by the sales charge include agent sales  commissions,  the
cost of printing  prospectuses and sales literature,  and any advertising costs.
Where Policies are issued to Insureds with higher mortality risks or to Insureds
who have  selected  additional  insurance  benefits,  a  portion  of the  amount
deducted  for the sales  charge is used to pay  distribution  expenses and other
costs associated with these additional coverages.

To the extent that sales  expenses are not  recovered  from the sales charge and
the  surrender  charge,  those  expenses  may be recovered  from other  sources,
including the mortality and expense risk charge described below.


Selection and Issue Expense Charge
During the first ten Policy years, we generally  assess a monthly  selection and
issue expense charge to cover the costs  associated  with the  underwriting  and
issue of the Policy.  The monthly  charge per $1,000 of Face Amount  ranges from
approximately  4 cents to one dollar,  and varies by Issue Age, risk class,  and
(except on unisex  Policies) sex of the Insured.  For Policies  issued in Texas,
the  guaranteed  selection and issue expense charge is level for the life of the
Policy to ensure compliance with the Texas non-forfeiture laws.


Monthly Policy Charge
We deduct a monthly Policy charge on the Investment  Start Date and each Monthly
Anniversary  date.  The  charge is equal to $25 per  Policy  month for the first
Policy year.  Thereafter,  it is $6 per Policy month  guaranteed not to increase
while the Policy is in force.

The charge  reimburses  us for expenses  incurred in the  administration  of the
Policies.  Such  expenses  include:  confirmations,  annual  reports and account
statements,  maintenance  of Policy  records,  maintenance  of Separate  Account
records,  administrative  personnel costs, mailing costs, data processing costs,
legal fees,  accounting fees, filing fees, the costs of other services necessary
for policyowner servicing and all accounting, valuation, regulatory and updating
requirements.


For policies issued in Texas, the Selection and Issue Expense Charge and
Monthly Policy Charge together cannot exceed $10 per month after the Insured
attains age 100.


Monthly Cost of Insurance Charge
This charge  compensates  us for the insurance  coverage we provide in the month
following the charge. The monthly cost of insurance charge for each Policy month
equals the total of the  insurance  risk  charges for the Policy  month for each
Face Amount portion then in effect.

The monthly cost of insurance charge is deducted on each Monthly Anniversary for
the following  Policy month.  The monthly cost of insurance charge is determined
in a manner that reflects the anticipated  mortality of the Insured and the fact
that the death  benefit is not payable  until the death of the Insured.  Because
the monthly cost of insurance  charge  depends upon a number of  variables,  the
charge will vary for each Policy month.  We will determine the cost of insurance
charge by multiplying  the applicable cost of insurance rate or rates by the net
amount at risk (defined below) for each Policy month.

The monthly  cost of insurance  rates are  determined  at the  beginning of each
Policy year. The rates will be based on the Attained Age, duration,  rate class,
and (except for unisex  policies) sex of the Insured at issue.  The monthly cost
of insurance rates generally increase as the Insured's Attained Age increases.

The rate class of an Insured  also will affect the cost of insurance  rate.  For
the initial  Face Amount,  we will use the rate class on the Issue Date.  If the
death benefit equals a percentage of Cash Value,  an increase in Cash Value will
cause an  automatic  increase  in the  death  benefit.  The rate  class for such
increase will be the same as that used for the initial Face Amount.

We currently  place the Insured  into a preferred  rate class,  a standard  rate
class, or into rate classes involving a higher mortality risk.

Actual monthly cost of insurance  rates may change,  and the actual monthly cost
of insurance  charge will be  determined by us based on our  expectations  as to
future mortality experience. However, the actual monthly cost of insurance rates
will not be greater than the guaranteed cost of insurance rates set forth in the
Policy.  For Policies which are not in a substandard  risk class, the guaranteed
cost of  insurance  rates  are  equal  to 100% of the  rates  set  forth  in the
male/female  smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and
SA and 1980 CSO Tables NG and SG for sex distinct  policies and policies  issued
in qualified  pension plans;  and 1980 CSO Tables NA and SA for unisex  policies
issued in compliance  with Montana law).  All Policies are based on the Attained
Age of the Insured.  Higher rates apply if the Insured is  determined to be in a
substandard risk class.

In two otherwise identical policies, an Insured in the preferred rate class will
have a lower cost of insurance than an Insured in a rate class involving  higher
mortality risk. Each rate class is also divided into two categories: smokers and
nonsmokers.  Non-smoker  Insureds will generally incur a lower cost of insurance
than similarly situated Insureds who smoke.  (Insureds under Attained Age 20 are
automatically assigned to the non-smoker rate class.)

The net amount at risk for a Policy month is:

(1)  the death benefit at the beginning of the Policy month divided by 1.0032737
     (which reduces the net amount at risk, solely for purposes of computing the
     cost of insurance,  by taking into account assumed  monthly  earnings at an
     annual rate of 4%); less

(2)  the Cash Value at the beginning of the Policy month.

In calculating the monthly cost of insurance charges, the cost of insurance rate
for a Face Amount is applied to the net amount at risk for that Face Amount.


Charges for Additional Benefit Riders
The amount of the charge,  if any,  each  Policy  month for  additional  benefit
riders  is  determined  in  accordance  with  the  rider  and  is  shown  on the
specifications page of your Policy.


Mortality and Expense Risk Charge
We will  deduct a daily  charge  from the  Investment  Funds.  The amount of the
deduction  is  determined  as a  percentage  of the  average  net assets of each
Investment  Fund. The current daily  deduction  percentages,  and the equivalent
effective annual rates, are:

                        Daily
      Policy            Charge              Annual
      Years             Factor              Equivalent
     --------          -----------          -----------
      1-10              .0015027%           0.55%
      11-20             .0012301%           0.45%
      21+               .0009572%           0.35%

This deduction is guaranteed not to increase while the Policy is in force.  This
risk charge  compensates  us for assuming the  mortality and expense risks under
the Policy.  The mortality risk assumed by us is that the Insureds,  as a group,
may not live as long as expected.  The expense risk assumed by us is that actual
expenses  may be  greater  than  those  assumed.  We expect to profit  from this
charge.


Surrender Charge
For up to 10 years after the Issue Date,  we will impose a  contingent  deferred
sales charge, also referred to as a surrender charge, when the following occur:

o    upon surrender or lapse of the Policy;

o    upon a partial withdrawal;

o    upon a Pro-Rata Surrender; or

o    upon a decrease in Face Amount.

The  amount  of the  charge  assessed  will  depend  upon a number  of  factors,
including the type of event (a full surrender,  lapse,  or partial  withdrawal),
the amount of any premium payments made under the Policy prior to the event, and
the number of Policy years having elapsed since the Policy was issued.

The surrender charge compensates us for expenses relating to the distribution of
the Policy, including agents' commissions,  advertising, and the printing of the
prospectus and sales literature.

The surrender charge percentage is shown in the following table.

  If surrender or lapse occurs in The percentage of the annual the last month of
  Policy year: Target Premium payable is:
 ------------------------------  ----------------------------
          1 through 5                         45%

               6                              40%

               7                              30%

               8                              20%

               9                              10%

         10 and later                         0%

The  Target  Premium  (on which we base the  surrender  charge) is shown in your
Policy. As shown above, the maximum surrender charge is 45% of the annual Target
Premium payable.

In addition,  the  percentages  are reduced equally for each Policy month during
the years shown. For example, during the seventh year, the percentage is reduced
equally  each  month  from 40% at the end of the sixth year to 30% at the end of
the seventh year. This table may be modified if required by law or regulation of
the governing jurisdiction.

The  amount  of the  surrender  charge  deducted  upon a partial  withdrawal  or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted if
the Policy were  surrendered  at that time.  The fraction  will be determined by
dividing the amount of the  withdrawal  by the Cash Value before the  withdrawal
and  multiplying  the  result  by the  surrender  charge.  Immediately  after  a
withdrawal, the Policy's remaining surrender charge will equal the amount of the
surrender charge  immediately  before the withdrawal less the amount deducted in
connection with the withdrawal.

A surrender  charge will apply when there is a decrease in Face Amount for up to
10 years from the Policy's Issue Date. A partial withdrawal may cause a decrease
in Face  Amount and  therefore,  we may deduct a surrender  charge.  If the Face
Amount is  decreased by some  fraction of any previous  increases in Face Amount
and/or the Face  Amount at issue,  the  surrender  charge  deducted  will be the
previously defined surrender charge multiplied by the fraction.


Transaction Charges
There is no  transaction  charge for the first  twelve  partial  withdrawals  or
requested  transfers in a Policy  year.  We will impose a charge of $25 for each
partial  withdrawal or requested  transfer in excess of twelve in a Policy year.
We may revoke or modify the  privilege  of  transferring  amounts to or from the
General Account at any time.  Partial  withdrawals and Pro-Rata  Surrenders will
result in the imposition of the applicable surrender charge.


Investment Fund Expenses
The expenses of the Investment Funds are shown in the Summary.

The value of the net assets of the Investment  Funds will reflect the investment
advisory fee and other expenses incurred by the underlying investment companies.

The Investment Fund expenses are collected from the underlying  Investment Fund,
and are not direct  charges  against the Separate  Account  assets or reductions
from the Policy's  Cash Value.  Expenses of the Funds are not fixed or specified
under the terms of the Policy,  and actual expenses may vary.  These  underlying
Investment  Fund  expenses  are  taken  into  consideration  in  computing  each
Investment Fund's net asset value, which is used to calculate the unit values in
the Separate  Account.  The  management  fees and other  expenses are more fully
described in the prospectus of each individual  Investment Fund. The information
relating to the Investment Fund expenses was provided by the Investment Fund and
was not independently  verified by us. Except as otherwise  specifically  noted,
the management fees and other expenses are not currently  subject to fee waivers
or expense reimbursements.



5.   DEATH BENEFIT

The amount of the death benefit depends on the total Face Amount, the Cash Value
of your  Policy on the date of death and the death  benefit  option  (Option  A,
Option B, or Option C) in effect at that time. The actual amount we will pay the
Beneficiary will be reduced by any Indebtedness.

The initial Face Amount and the death benefit option in effect on the Issue Date
are shown on the specifications page of your Policy.

Option A. The amount of the death benefit under Option A is the greater of:

o    the Face Amount; or

o    the Cash  Value of your  Policy  on the  date of  death  multiplied  by the
     applicable multiple percentage shown in the "Applicable  Percentage of Cash
     Value Table For Insureds Less than Age 100" shown below.

Option B. The amount of the death benefit under Option B is the greater of:

o    the Face Amount plus the Cash Value of your Policy on the date of death; or

o    the Cash  Value of your  Policy  on the  date of  death  multiplied  by the
     applicable multiple percentage shown in the "Applicable  Percentage of Cash
     Value Table For Insureds Less than Age 100" shown below.

                    Applicable Percentage of Cash Value Table
                         For Insureds Less Than Age 100

    Insured                      Policy Cash Value
    Person's Age                 Multiple Percentage
   ----------------             -------------------------

    40 or under                           250%
        45                                215%
        50                                185%
        55                                150%
        60                                130%
        65                                120%
        70                                115%
     78 to 90                             105%
     95 to 99                             101%

For ages that are not shown in this table the  applicable  percentage  multiples
will decrease by a ratable portion for each full year.

Option C. The amount of the death benefit under Option C is the greater of:

o    the Face Amount; or

o    the Cash Value of your Policy on the date of the Insured's death multiplied
     by the  applicable  factor from the Table of Attained Age Factors  shown in
     your Policy.

If your Policy is in force after the  Insured's  Attained  Age is 100,  then the
Death Benefit will be 101% of the Policy's Cash Value unless the state where
your Policy was issued provides otherwise.


Change of Death Benefit
If the Policy was issued with either  death  benefit  Option A or death  benefit
Option B, the death benefit  option may be changed unless your Policy was
issued in Florida.  A Policy issued under death benefit  Option C may not be
changed  for the  entire  lifetime  of the  Policy.  Similarly,  a Policy
issued under either  death  benefit  Option A or B may not change to death
benefit  Option C for the lifetime of the Policy.  A request for change must
be made to us in writing.  The Effective  Date of such a change will be the
Monthly  Anniversary  on or  following  the date we  receive  the change
request.

A death benefit  Option A Policy may be changed to have death benefit  Option B.
The Face Amount will be decreased to equal the death benefit less the Cash Value
on the Effective Date of the change.  Satisfactory evidence of insurability must
be submitted to us in connection  with a request for a change from death benefit
Option A to death benefit  Option B. A change may not be made if it would result
in a Face Amount of less than the minimum Face Amount.

A death benefit  Option B Policy may be changed to have death benefit  Option A.
The Face Amount will be  increased to equal the death  benefit on the  Effective
Date of the change.

A change in death benefit option may have Federal income tax consequences.


Change in Face Amount
Subject to certain limitations set forth below, you may decrease or increase the
Face Amount of a Policy once each Policy  year after the first  Policy  year.  A
written  request is required for a change in the Face  Amount.  A change in Face
Amount may affect the cost of insurance rate and the net amount at risk, both of
which affect your cost of insurance  charge. A reduction in the Face Amount of a
Policy may have Federal income tax consequences.

Any decrease in the Face Amount will become effective on the Monthly Anniversary
on or  following  receipt  of the  written  request  by us.  The  amount  of the
requested  change  must be at  least  $5,000  ($2,000  for  Policies  issued  in
qualified  pension  plans)  and the Face  Amount  remaining  in force  after any
requested decrease may not be less than the minimum Face Amount. If you decrease
the Face  Amount  and the  Policy  does not  comply  with  the  maximum  premium
limitations required by Federal tax law, the decrease may be limited or the Cash
Value may be returned to you (at your election), to the extent necessary to meet
these  requirements.  If you want to increase the Face  Amount,  you must submit
proof that the Insured is insurable by our  standards on the date the  requested
increase is submitted and the Insured must have an Attained Age not greater than
age 80 on the Policy anniversary that the increase will become effective.



6.   TAXES

NOTE: We have prepared the following  information  on Federal  income taxes as a
general  discussion of the subject.  It is not intended as tax advice to anyone.
You should  consult your own tax adviser about your own  circumstances.  We have
included an additional discussion regarding taxes in Part II.


Life Insurance in General
Life  insurance,  such as  this  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 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.
Beneficiaries  generally are not taxed when they receive the death proceeds upon
the death of the Insured. However, estate taxes may apply.


Taking Money out of Your Policy
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. If your Policy
is a MEC,  any loans or  surrenders  from the  Policy  will be  treated as first
coming from earnings and then from your investment in the Policy.  Consequently,
these earnings are included in taxable income.

The Internal  Revenue Code (Code) also provides that any amount  received from a
MEC 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 your Policy is not a MEC, any  surrender  proceeds will be treated as first a
recovery of the investment in the Policy and to that extent will not be included
in taxable income.  Furthermore,  any loan will be treated as Indebtedness under
the Policy and not as a taxable  distribution.  See "Tax  Status" in Part II for
more details.


Diversification
The Code provides that the underlying  investments for a variable life insurance
policy must satisfy certain diversification  requirements in order to be treated
as a life insurance  contract.  We believe that the  Investment  Funds are being
managed so as to comply with such 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 us would be  considered  the  owner of the  shares  of the
Investment  Funds. 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  Funds,  to make
transfers among the Investment  Funds or the number and type of Investment Funds
Owners may  select  from.  If  guidance  from the  Internal  Revenue  Service is
provided  which is considered a new position,  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 Funds. Due
to the uncertainty in this area, we reserve the right to modify the Policy in an
attempt to maintain favorable tax treatment.



7.   ACCESS TO YOUR MONEY


Policy Loans
We will loan money to you at the loan interest rate we establish. The request by
you for a loan must be in writing.

You may borrow an amount up to the loan value of the Policy. The loan value is:

o    the Cash Value of the Policy on the date the loan request is received; less

o    interest to the next loan interest due date; less

o    anticipated monthly deductions to the next loan interest due date; less

o    any existing loan; less

o    any surrender charge; plus

o    interest  expected  to be  earned  on the loan  balance  to the  next  loan
     interest due date.

Policy loan interest is payable on each Policy  anniversary.  The minimum amount
that you can borrow is $500 (in some states this amount may be less).  The
loan may be completely or partially  repaid at any time while the Insured is
living. When a Policy loan is made, we will deduct Cash Value from your Policy
equal to the amount of the loan,  plus  interest due and place it in the Loan
Subaccount  as security for the loan.  This Cash Value amount is expected to
earn  interest at a rate ("the  earnings  rate")  which is lower than the rate
charged on the Policy loan ("the borrowing rate").  The Cash Value that we use
as security will accrue  interest daily at an annual  earnings rate of 4%.

Unless the Owner requests a different allocation,  the Cash Value amount used as
security  for the loan will be  transferred  from the  Investment  Funds and the
General  Account on a pro-rata  basis to the Loan Account.  This will reduce the
Policy's Cash Value in the General  Account and the  Investment  Fund(s).  These
transactions will not be considered transfers for purposes of the limitations on
transfers between Investment Funds or to or from the General Account.

A Policy loan, whether or not repaid,  will have a permanent effect on the death
benefits and Policy values  because the values  transferred  to the Loan Account
will not share in the investment  results of the Investment Funds while the loan
is  outstanding.  If the Loan Account  earnings rate is less than the investment
performance of the selected  Investment  Funds and/or the General  Account,  the
values and benefits under the Policy will be reduced as a result of the loan. In
addition,  if the Indebtedness exceeds the Cash Value minus the surrender charge
on any Monthly  Anniversary,  the Policy will lapse,  subject to a grace period.
(See  "Purchases -- Lapse and Grace  Period".) A lapse of the Policy with a loan
outstanding  may  have  Federal  income  tax  consequences.  (See  "Federal  Tax
Status".)

Interest  credited to the Cash Value held in the Loan Subaccount as security for
the loan will be allocated on Policy  anniversaries  to the General  Account and
the Investment Funds. The interest credited will also be transferred: (1) when a
new loan is made; (2) when a loan is partially or fully repaid;  and (3) when an
amount is needed to meet a monthly deduction.

Policy  loans may have  Federal  income  tax  consequences.  (See  "Federal  Tax
Status".)


Loan Interest Charged
The  borrowing  rate we charge for  Policy  loan  interest  will be based on the
following schedule:

       For Loans                            Annual
       Outstanding During                   Interest Rate
      ---------------------                ---------------

       Policy Years 1-10                    4.50%
       Policy Years 11-20                   4.25%
       Policy Years 21+                     4.15%

We  will  inform  you of the  current  borrowing  rate  when a  Policy  loan  is
requested.

Policy loan interest is due and payable annually on each Policy anniversary.  If
you do not pay the  interest  when it is due, the unpaid loan  interest  will be
added to the outstanding Indebtedness as of the due date and you will be charged
interest at the same rate as the rest of the Indebtedness.


Security
The Policy will be the only security for the loan.


Repaying Policy Debt
You may repay the loan at any time prior to the death of the Insured and as long
as the Policy is in force. Any Indebtedness  outstanding will be deducted before
any benefit proceeds are paid or applied under a payment option.

Repayments  will be allocated to the General  Account and the  Investment  Funds
based on how the Cash Value used for  security was  allocated.  Unpaid loans and
loan interest will be deducted from any settlement of your Policy.

Any payments  received from you will be applied as premiums,  unless you clearly
request in writing that it be used as repayment of Indebtedness.


Partial Withdrawals
After the first Policy year, you may make partial  withdrawals from the Policy's
Cash  Surrender  Value.  Each  Policy  year  you are  allowed  12  free  partial
withdrawals.  For each  partial  withdrawal  after 12,  we  impose a $25 fee.  A
partial  withdrawal may be subject to a surrender charge and have Federal income
tax consequences.

The minimum amount of a partial withdrawal  request,  net of any applicable fees
and surrender charges, is the lesser of:

(1)  $500 from an Investment Fund or the General Account; or

(2)  the Policy's Cash Value in an Investment Fund.


For Policies issued in Idaho, there are no minimum amount requirements for
partial withdrawals from the General Account.

Partial  withdrawals  made  during a Policy  year are  subject to the  following
limitations. The maximum amount that may be withdrawn from an Investment Fund is
the Policy's Cash Value net of any applicable surrender charges and fees in that
Investment  Fund. The total partial  withdrawals  and transfers from the General
Account  over the  Policy  year may not  exceed a  maximum  amount  equal to the
greater of the following:

(1)  25% of the Cash Surrender  Value in the General Account at the beginning of
     the Policy year, multiplied by the withdrawal percentage limit shown in the
     Policy; or

(2)  the previous Policy year's maximum amount.

You may allocate the amount withdrawn plus any applicable  surrender charges and
fees,  subject  to the  above  conditions,  among the  Investment  Funds and the
General Account. If no allocation is specified, then the partial withdrawal will
be  allocated  among the  Investment  Funds and the General  Account in the same
proportion  that the Policy's Cash Value in each Investment Fund and the General
Account bears to the total Cash Value of the Policy,  less the Cash Value in the
Loan Account,  on the date the request for a partial withdrawal is received.  If
the  limitations  on withdrawals  from the General  Account will not permit this
pro-rata allocation, you will be requested to provide an alternate allocation.

No amount may be withdrawn  that would result in there being  insufficient  Cash
Value to meet any  surrender  charge and  applicable  fees that would be payable
immediately  following the  withdrawal  upon the surrender of the remaining Cash
Value.

The death benefit will be affected by a partial withdrawal, unless death benefit
Option A or Option C is in effect and the  withdrawal is made under the terms of
an  anniversary  partial  withdrawal  rider.  If death benefit Option A or death
benefit Option C is in effect and the death benefit equals the Face Amount, then
a partial  withdrawal  will  decrease  the Face Amount by an amount equal to the
partial  withdrawal  plus the applicable  surrender  charge  resulting from that
partial  withdrawal.  If the death  benefit is based on a percentage of the Cash
Value,  then a partial  withdrawal will decrease the Face Amount by an amount by
which the  partial  withdrawal  plus the  applicable  surrender  charge and fees
exceeds the difference  between the death benefit and the Face Amount.  If death
benefit Option B is in effect, the Face Amount will not change.

The Face Amount  remaining in force after a partial  withdrawal  may not be less
than the minimum Face Amount.  Any request for a partial  withdrawal  that would
reduce the Face Amount below this amount will not be implemented.

Partial  withdrawals may affect the way in which the cost of insurance charge is
calculated and the amount of pure insurance  protection afforded under a Policy.
We may change the minimum amount required for a partial withdrawal or the number
of times partial withdrawals may be made.


Pro-Rata  Surrender  After  the  first  Policy  year,  you can  make a  Pro-Rata
Surrender of the Policy.  The Pro-Rata Surrender will reduce the Face Amount and
the Cash Value by a percentage  chosen by you. This percentage must be any whole
number.  A Pro-Rata  Surrender  may have Federal  income tax  consequences.  The
percentage  will be applied to the Face Amount and the Cash Value on the Monthly
Anniversary on or following our receipt of the request.

You may  allocate  the amount of  decrease  in Cash  Value  plus any  applicable
surrender charge and fees among the Investment Funds and the General Account. If
no allocation is specified,  then the decrease in Cash Value and any  applicable
surrender  charge and fees will be allocated among the Investment  Funds and the
General  Account in the same  proportion  that the  Policy's  Cash Value in each
Investment  Fund and the  General  Account  bears to the total Cash Value of the
Policy,  less the Cash Value in the Loan  Account,  on the date the  request for
Pro-Rata Surrender is received.

A Pro-Rata Surrender cannot be processed if it will reduce the Face Amount below
the minimum Face Amount of the Policy.  No Pro-Rata  Surrender will be processed
for more Cash  Surrender  Value than is  available  on the date of the  Pro-Rata
Surrender.  A cash  payment  will be made to you for the  amount  of Cash  Value
reduction less any applicable surrender charges and fees.

Pro-Rata  Surrenders may affect the way in which the cost of insurance charge is
calculated  and the amount of the pure insurance  protection  afforded under the
Policy.


Full Surrenders
To effect a full surrender,  either the Policy must be returned to us along with
the request,  or the request  must be  accompanied  by a completed  affidavit of
loss, which is available from us. Upon surrender, we will pay the Cash Surrender
Value to you in a single sum. We will determine the Cash  Surrender  Value as of
the date that we receive  your  written  request at our Service  Office.  If the
request is received on a Monthly  Anniversary,  the monthly deduction  otherwise
deductible  will be included in the amount  paid.  Coverage  under a Policy will
terminate as of the date of surrender. The Insured must be living at the time of
a surrender. A surrender may have Federal income tax consequences.



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
(General  American Life) purchased Cova,  which on that date changed its name to
Cova  Financial  Services  Life  Insurance  Company. On January 6, 2000,
Metropolitan Life Insurance Company (MetLife) acquired GenAmerica Corporation,
the ultimate parent company of General American Life.  The acquisition of
GenAmerica Corporation does not affect policy benefits or any other terms or
conditions under your policy.  MetLife, headquartered in New York City since
1868, is a leading provider of insurance and financial products and services to
individual and group customers.

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


Distribution
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 our affiliate.

Commissions  will be paid to  broker-dealers  who sell the Policies.  Currently,
broker-dealers  will be paid  first-year  commissions  equal up to 90% of Target
Premium and 4.0% of excess premiums paid in Policy year 1. In renewal years, the
commissions will equal up to 5.0% of premiums paid in Policy years 2-10 and 2.0%
in  Policy  years  11 and  beyond.  In  addition,  broker-dealers  will  receive
annually, asset-based compensation equal up to .25% of Cash Value for all Policy
years  beginning the 13th month.  Sometimes,  Cova enters into an agreement with
the  broker-dealer to pay the broker-dealer  persistency  bonuses in addition to
the standard commission.


The Separate Account
We  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 our name on  behalf  of the
Separate  Account and legally belong to us. However,  those assets that underlie
the  Policies,  are not  chargeable  with  liabilities  arising out of any other
business  we 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 we may issue.


Suspension of Payments or Transfers
We 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  Funds is not  reasonably  practicable  or we cannot  reasonably
     value the shares of the Investment Funds;

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

We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the General Account for not more than 6 months.


Ownership
Owner. The Insured is the Owner of the Policy unless another person or entity is
shown as the Owner in the  application.  The  Owner is  entitled  to all  rights
provided  by the Policy.  If there is more than one Owner at a given  time,  all
Owners must exercise the rights of ownership by joint action. If the Owner dies,
and the Owner is not the Insured, the Owner's interest in the Policy becomes the
property  of his or her  estate  unless  otherwise  provided.  Unless  otherwise
provided,  the Policy is jointly  owned by all Owners  named in the Policy or by
the survivors of those joint owners.  Unless otherwise stated in the Policy, the
final Owner is the estate of the last joint Owner to die.

Beneficiary.  The Beneficiary is the person(s) or entity you name to receive any
death proceeds. The Beneficiary is named at the time the Policy is issued unless
changed at a later  date.  You can name a  contingent  Beneficiary  prior to the
death of the Insured.  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.

Primary and contingent Beneficiaries are as named in the application, unless you
make a change. To change a Beneficiary, you must submit a written request to us.
We may  require the Policy to record the  change.  The request  will take effect
when signed, subject to any action we may take before receiving it.

One or more irrevocable Beneficiaries may be named.

If a Beneficiary is a minor,  we will make payment to the guardian of his or her
estate. We may require proof of age of any Beneficiary.

Proceeds payable to a Beneficiary will be free from the claims of creditors,  to
the extent allowed by law.

Assignment.  You can assign the Policy.  A copy of any assignment  must be filed
with  our  Service  Office.  We are  not  responsible  for the  validity  of any
assignment.   If  you  assign  the   Policy,   your  rights  and  those  of  any
revocably-named person will be subject to the assignment. An assignment will not
affect any  payments we may make or actions we may take  before such  assignment
has been recorded at our Service Office. This may be a taxable event. You should
consult a tax adviser if you wish to assign the Policy.


Adjustment of Charges
The Policy is available  for purchase by  individuals,  corporations,  and other
institutions.  For certain  individuals and certain corporate or other groups or
sponsored  arrangements  purchasing one or more policies, we may waive or adjust
the  amount of the sales  charge,  contingent  deferred  sales  charge,  monthly
administrative  charge, or other charges where the expenses  associated with the
sale of the Policy or policies or the underwriting or other administrative costs
associated with the Policy or policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for reasons
such as expected  economies  resulting  from a corporate  purchase or a group or
sponsored  arrangement;  from the  amount  of the  initial  premium  payment  or
payments; or from the amount of projected premium payments. We will determine in
our  discretion  if, and in what amount,  an adjustment is  appropriate.  We may
modify the criteria for qualification for adjustment of charges as experience is
gained,  subject to the limitation  that such  adjustments  will not be unfairly
discriminatory against the interests of any owner.



PART II


<TABLE>
<CAPTION>
Executive Officers and Directors
Our directors and executive  officers and their  principal  occupations  for the
past 5 years are as follows:


Name of               Principal Occupations During
Principal Officers    the Past Five 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.

William P. Boscow*    Vice President of Cova and CFLIC - 1996 to present; Senior Vice President of Cova Life Management
                      Company (CLMC), February, 1999 to present; First Vice President of CLMC, 1996 - January, 1999.

Constance 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 1998; Vice President of Cova Life
                      Administration Services Company (CLASC) - 1998 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;
                      President and Chief Compliance Officer of Cova Life Sales Company (CLSC) from February, 1999 to
                      present; Vice President and Chief Compliance Officer of CLSC - 1989 to January, 1999.

Philip A. Haley*      Executive Vice President of Cova, CFLIC and FCLIC - May 1997 to present; Vice President of Cova and
                      CFLIC - 1990 to 1997; 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.

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.

E. Thomas 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 1998; Vice President of CLASC - 1998 to present.

James W. Koeger**     Assistant Treasurer of Cova

Richard A. Liddy**    Chairman of the Board of Directors of Cova, CFLIC, FCLIC, CLMC, Cova Investment Advisory
                      Corporation (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 and Director of Cova, CFLIC and FCLIC from 1995 to present; Vice President,
                      Controller and Director of Cova from 1995 to 1998, prior thereto Vice President, Controller,
                      Treasurer and Director. Vice President, Controller and Director of CFLIC from 1995 to 1998, prior
                      thereto Vice President, Controller, Treasurer and Director; Director of FCLIC from 1993 to present;
                      Vice President, Controller and Director of FCLIC from 1992 to 1998; Secretary of FCLIC from 1992 to
                      1995; 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 Trustee 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 and Director of Cova and CFLIC - May, 1997 to present; Executive Vice
                      President, Chief Financial Officer 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.

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; First Vice President of CLMC from January, 1999
                      to present; prior thereto, Vice President of CLMC - 1989 to 1998.

Bernard J. Spaulding* Senior Vice President and General Counsel of Cova, CFLIC, FCLIC and CLMC since March, 1999;
                      Secretary of Cova, CFLIC, FCLIC and CLMC since July 1999.

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 Trustee of Cova Series Trust - 1996 to present.

Joann T. Tanaka*      Senior Vice President of Cova and CFLIC - January 1999 to present; prior thereto, Vice President of
                      Cova and CFLIC from July, 1998 to December, 1998; Senior Vice President, Conning Asset Management,
                      General American - June, 1987 to June, 1998; Director of Cova, CFLIC and FCLIC since September 1999.

Patricia M. Wersching** Assistant Treasurer of Cova


Peter L. Witkewiz*    Vice President and Controller of Cova, CFLIC and FCLIC - July, 1998 to present; Vice President of
                      Cova, CFLIC and FCLIC - 1993 to June, 1998.
<FN>
*    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: Cova Life Administration Services Company, 4700 Westown Parkway, Bldg. 4, Suite 200, West Des
     Moines, IA 50266
</FN>
</TABLE>


Voting
In accordance  with our view of present  applicable law, we will vote the shares
of the Investment  Funds at special  meetings of shareholders in accordance with
instructions  received from owners having a voting interest. We will vote shares
for which we have not received  instructions  in the same  proportion as we vote
shares for which we have  received  instructions.  We will vote shares we own in
the same  proportion as we vote shares for which we have 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
we  determine  that we are  permitted to vote the shares of the funds in our own
right, we 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  Fund 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 us 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 Funds in which he or she has an interest, proxy material and a
form with which to give such voting instructions.


Disregard of Voting Instructions
We 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  Fund to make, or refrain
from making, investments which would result in changes in the sub-classification
or investment  objectives of the Investment Fund. We 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
us that the change would violate state or Federal law or the change would not be
consistent  with the  investment  objectives  of the  Investment  Funds 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 us or of an affiliated company. In the event
we disregard voting  instructions,  a summary of this action and the reasons for
such action will be included in the next annual report to owners.


Legal Opinions
Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  Federal  securities  and  income tax laws in
connection with the Policies.


Our Right to Contest
We 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. 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 Indebtedness and less any surrenders.  Depending on the
state where your Policy was issued, additional provisions regarding suicide
may apply.  Please refer to your Policy.  We also have the right to adjust
any  benefits  under the  Policy if the  answers  in the  application regarding
the use of tobacco are not correct.


Additional Benefits
Subject  to  certain  requirements,  one or  more  of the  following  additional
insurance benefits may be added to a Policy by rider. The descriptions below are
intended to be general;  the terms of the Policy riders providing the additional
benefits may vary from state to state, and the Policy rider should be consulted.
In addition,  certain riders may not be available in your state. The cost of any
additional  riders will be determined in accordance  with the rider and shown on
the specifications  page of your Policy. (See "Expenses -- Charge for Additional
Benefit  Riders".)  Certain  restrictions  may  apply and are  described  in the
applicable rider.

Accelerated  Benefit Rider -- This rider  provides a benefit to the Owner if the
Insured  becomes  terminally  ill and is not  expected  to live more then twelve
months. The Owner may receive 25%, 50% or 75% (but no more than $250,000) of the
eligible  proceeds in a lump sum.  "Eligible  proceeds"  means the death benefit
that  would  have been  payable  had the  Insured  died on the date the rider is
exercised.

The receipt of an  accelerated  death benefit  amount may  adversely  affect the
recipient's   eligibility   for  Medicaid  or  other   government   benefits  or
entitlements.

Anniversary  Partial Withdrawal Rider -- This rider allows the Owner to withdraw
up to 15% of the Policy's Cash Surrender Value on any Policy anniversary without
reducing the Face Amount. A contingent deferred sales charge will still apply.

Guaranteed  Survivor Purchase Option (GSPO-Plus) -- This rider grants the Policy
Owner or the Insured's Beneficiary the option to purchase, upon the death of the
Insured,  on the 10th  anniversary  of the rider,  and on the rider  anniversary
nearest the Designated  Life's 65th birthday,  a specified  amount of additional
insurance coverage on the Designated Life (or Lives) without furnishing evidence
of insurability.

Lifetime  Coverage Rider -- This rider provides the continuation of the Policy's
Face Amount beyond age 100, provided the Policy remains in force to age 100 with
a positive Cash Surrender  Value.  If the Policy is in force after the Insured's
Attained  Age 100,  the death  benefit will be the greater of the Face Amount or
101% of the Cash Value.

Secondary Guarantee Rider -- This rider guarantees that if, during the secondary
guarantee  period,  the sum of all premiums  paid on the Policy,  reduced by any
partial  withdrawals and any outstanding loan balance,  is greater than or equal
to the sum of the secondary  guarantee  premiums  required since the Issue Date,
the  Policy  will not lapse as a result of a Cash  Value  less any  loans,  loan
interest due, and any  surrender  charge being  insufficient  to pay the monthly
deduction.

The secondary  guarantee  period is the lesser of twenty  Policy  years,  or the
number of Policy years until the Insured  reaches  Attained Age 70. For Policies
issued  after  Attained  Age 60, the  secondary  guarantee  period is ten Policy
years.

Supplemental  Coverage Term Rider -- This rider provides level term insurance on
the life of the Insured under the base policy. It can be added only at issue. It
cannot be increased or added to an existing Policy.

Waiver of Monthly  Deduction  Rider -- This rider provides for the waiver of the
monthly  deductions  while the Insured is totally  disabled,  subject to certain
limitations  described in the rider. The Insured must have become disabled after
age 5 and before age 65.

Waiver of  Specified  Premium  Rider -- This rider  provides for  crediting  the
Policy's  Cash Value  with a  specified  monthly  premium  while the  Insured is
totally  disabled.  The monthly  premium  selected at issue is not guaranteed to
keep the Policy in force.  The Insured must have become disabled after age 5 and
before age 65.


Federal Tax Status
NOTE:  The  following  description  is based upon our  understanding  of current
Federal  income tax law  applicable  to life  insurance  in  general.  We 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. We believe
that the Policies to be issued will qualify as "life insurance  contracts" under
section 7702.  We do 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 our  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.

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

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 these Policies,
will 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  funds  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  fund will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the fund is represented by any one  investment;  (ii) no more than 70% of the
value of the total  assets of the fund is  represented  by any two  investments;
(iii)  no  more  than  80% of the  value  of the  total  assets  of the  fund is
represented by any three investments;  and (iv) no more than 90% of the value of
the  total  assets  of the  fund 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."

We intend that each  Investment  Fund 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 policyowner 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 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 you being retroactively
determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty  in this area, we reserve 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 that the amount of  mortality  and  other  expense  charges be
reasonable.  In establishing  these charges,  we have 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 we have  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 our  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.  You should consult your own tax advisers with respect
to the tax consequences of purchasing the Policy.

Policy  Proceeds.  The tax treatment  accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the Policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
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. Also, you
are not  deemed  to be in  constructive  receipt  of the Cash  Surrender  Value,
including  increments  thereon,  under a Policy until there is a distribution of
such amounts.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Owner or Beneficiary.

Tax Treatment of Loans And Surrenders.  Section 7702A of the Code sets forth the
rules for determining when a life insurance policy will be deemed to be a MEC. A
MEC is a contract  which is entered into or materially  changed on or after June
21, 1988 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 or addition of qualified  additional
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 with respect to such premiums.

Furthermore,  any Policy  received in exchange for a Policy  classified as a MEC
will be treated as a MEC 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 MEC if no additional premiums are paid.

Due to the flexible premium nature of the Policy,  the  determination of whether
it qualifies for treatment as a MEC depends on the individual  circumstances  of
each Policy.

If the Policy is classified as a MEC, then  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,  including those resulting from
the lapse of the Policy, 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 distributions: (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
beneficiary.

If a Policy is not  classified  as a MEC, then any  surrenders  shall be treated
first as a recovery of the  investment in the Policy which would not be received
as taxable  income.  However,  if a distribution is the result of a reduction in
benefits  under the Policy  within the first  fifteen  years after the Policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702,  be taxed as ordinary  income to the extent of income
in the Policy.

Any loans from a Policy  which is not  classified  as a MEC,  will be treated as
Indebtedness of the Owner and not a distribution.  Upon complete  surrender,  if
the amount received plus loan Indebtedness  exceeds the total premiums paid that
are not  treated  as  previously  surrendered  by the Policy  Owner,  the excess
generally will be treated as ordinary income.

Personal  interest  payable on a loan under a Policy owned by an  individual  is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans  under  policies  covering  the life of any  employee or officer of the
taxpayer or any person financially  interested in the business carried on by the
taxpayer  to  the  extent  the  Indebtedness  for  such  employee,   officer  or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.

Policyowners  should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any Policy.

Multiple Policies.  The Code further provides that multiple MECs that are issued
within a calendar year period to the same owner by one company or its affiliates
are treated as one MEC 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 policies.  You should  consult a tax adviser prior to purchasing
more than one MEC 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.  You should  therefore  consult a
competent  tax  adviser  should  you wish to assign or change  the owner of your
Policy.

Qualified Plans. The Policies may be used in conjunction with certain  Qualified
Plans.  Because the rules  governing such use are complex,  you should not do so
until you have consulted a competent Qualified Plans consultant.

Income Tax  Withholding.  All  distributions  or the  portion  thereof  which is
includible in gross income of the Policy owner are subject to Federal income tax
withholding.  However,  in most cases you may elect not to have taxes  withheld.
You  may be  required  to pay  penalties  under  the  estimated  tax  rules,  if
withholding and estimated tax payments are insufficient.


Reports to Owners
Each year a report will be sent to you which shows the  current  Policy  values,
premiums paid and  deductions  made since the last report,  and any  outstanding
loans.


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.  We are
not involved in any litigation that is of material importance in relation to our
total assets or that relates to the Separate Account.


Experts The  consolidated  balance sheets of the Company as of December 31, 1999
and 1998, and the related statements of income,  shareholder's  equity, and cash
flows for each of the years in the  three-year  period ended  December 31, 1999,
and the  statement  of assets  and  liabilities  of the  Separate  Account as of
December 31, 1999,  and the related  statements of operations and changes in net
assets for the year ended  December 31, 1999 and the period  ended  December 31,
1998,  have been  included  herein in  reliance  upon the  reports  of KPMG LLP,
independent  certified public accountants,  appearing elsewhere herein, and upon
authority of said firm as experts in accounting and auditing.


Financial Statements
Financial  statements  of the  Separate  Account and of the Company are provided
below.



                         COVA VARIABLE LIFE ACCOUNT ONE

                              Financial Statements

                           December 31, 1999 and 1998

                   (With Independent Auditors' Report Thereon)




                          INDEPENDENT AUDITORS' REPORT



The Contract Owners of Cova Variable
     Life Account One, Board of Directors
     and Shareholder of Cova Financial
     Services Life Insurance Company:


We have audited the accompanying statement of assets and liabilities of each of
the sub-accounts comprising Cova Variable Life Account One of Cova Financial
Services Life Insurance Company (the Separate Account), as of December 31, 1999,
and the related statements of operations and changes in net assets for the year
then ended, and the period ended December 31, 1998. These financial statements
are the responsibility of the Separate Account's management. Our responsibility
is to express an opinion on these 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. Our procedures included
confirmation of securities owned as of December 31, 1999 by correspondence with
transfer agents. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the sub-accounts of Cova
Variable Life Account One of Cova Financial Services Life Insurance Company as
of December 31, 1999, and the results of their operations and changes in their
net assets for the year then ended, and the period ended December 31, 1998, in
conformity with generally accepted accounting principles.




Chicago, Illinois
March 20, 2000


<PAGE>
                         COVA VARIABLE LIFE ACCOUNT ONE
                       Statement of Assets and Liabilities
                                December 31, 1999


<TABLE>
<CAPTION>
Assets:
   Investments:
   Cova Series Trust (Cova):
     Lord Abbett Growth and
<S>                                       <C>                                            <C>                          <C>
       Income Portfolio                   69,693      shares at a net asset value of     $24.070563    per share      $1,677,540
     Bond Debenture Portfolio             32,970      shares at a net asset value of     $12.474609    per share         411,294
     Developing Growth Portfolio          23,227      shares at a net asset value of     $14.885144    per share         345,742
     Large Cap Research Portfolio         26,751      shares at a net asset value of     $14.991245    per share         401,027
     Mid-Cap Value Portfolio              21,633      shares at a net asset value of     $11.168093    per share         241,596
     Quality Bond Portfolio                8,044      shares at a net asset value of     $10.669328    per share          85,826
     Small Cap Stock Portfolio            12,303      shares at a net asset value of     $17.268582    per share         212,449
     Large Cap Stock Portfolio            41,788      shares at a net asset value of     $20.674865    per share         863,962
     Select Equity Portfolio              53,986      shares at a net asset value of     $16.112437    per share         869,854
     International Equity Portfolio        9,087      shares at a net asset value of     $16.225039    per share         147,444
   AIM Variable Insurance Funds,
       Inc. (AIM):
     AIM V.I. Value Fund                     774      shares at a net asset value of         $33.50    per share          25,922
     AIM V.I. Capital Appreciation Fund       69      shares at a net asset value of         $35.58    per share           2,446
   General American Capital
       Company (GACC):
     Money Market Fund                    24,972      shares at a net asset value of     $20.252283    per share         505,747
   Templeton Variable Products Series
     Fund (Templeton):
     Templeton Bond Fund                      10      shares at a net asset value of          $9.99    per share             100
     Franklin Small Cap Investments Fund       9      shares at a net asset value of         $15.79    per share             141
     Templeton Stock Fund                     92      shares at a net asset value of         $24.39    per share           2,254
     Templeton International Fund            102      shares at a net asset value of         $22.25    per share           2,260
     Franklin Growth Investments Fund          7      shares at a net asset value of         $16.70    per share             123
                                                                                                                    ------------
          Total assets                                                                                                $5,795,727
                                                                                                                    ============


Liabilities:
   GACC Money Market                                                                                                     $15,040
                                                                                                                    ============
</TABLE>


<PAGE>


                         COVA VARIABLE LIFE ACCOUNT ONE
                       Statement of Assets and Liabilities
                                December 31, 1999

<TABLE>
<CAPTION>
Net Assets:
   Accumulation units:
   Single premium variable life
    policies (SPVL):
<S>                                             <C>                                    <C>                           <C>
     Cova Lord Abbett Growth and Income         134,762    accumulation units at       $12.448204    per unit        $1,677,540
     Cova Bond Debenture                         38,749    accumulation units at       $10.614338    per unit           411,294
     Cova Developing Growth                      26,493    accumulation units at       $13.050371    per unit           345,742
     Cova Large Cap Research                     29,120    accumulation units at       $13.771430    per unit           401,027
     Cova Mid-Cap Value                          23,875    accumulation units at       $10.119059    per unit           241,596
     Cova Quality Bond                            8,134    accumulation units at       $10.551764    per unit            85,826
     Cova Small Cap Stock                        16,533    accumulation units at       $12.850204    per unit           212,449
     Cova Large Cap Stock                        60,489    accumulation units at       $14.283064    per unit           863,962
     Cova Select Equity                          69,034    accumulation units at       $12.600289    per unit           869,854
     Cova International Equity                   10,864    accumulation units at       $13.571289    per unit           147,444
     AIM V.I. Value                               2,202    accumulation units at       $11.774189    per unit            25,922
     AIM V.I. Capital Appreciation                  176    accumulation units at       $13.925402    per unit             2,446
     GACC Money Market                           44,548    accumulation units at       $11.013039    per unit           490,607
     Templeton Bond                                  10    accumulation units at        $9.970060    per unit              $100
     Franklin Small Cap Investments                  10    accumulation units at       $14.136079    per unit               141
     Templeton Stock                                205    accumulation units at       $11.011283    per unit             2,254
     Templeton International                        209    accumulation units at       $10.827249    per unit             2,260
     Franklin Growth Investments                     10    accumulation units at       $12.333825    per unit               123

                                                                                                                   ------------
                                                                                                                      5,780,587
   Flexible premium variable universal
    life policies (FPVUL):

     GACC Money Market                               10    accumulation units at       $10.047103    per unit               100
                                                                                                                   ------------
          Total net assets                                                                                           $5,780,687
                                                                                                                   ============


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                                     Cova
                                           -----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                 Large                                  Small
                                              and          Bond      Developing      Cap        Mid-Cap      Quality        Cap
                                             Income     Debenture      Growth      Research      Value         Bond        Stock
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                       <C>               <C>          <C>          <C>           <C>         <C>          <C>
Investment income:
   Dividends                              $         -        6,579            -          511          275          925          419
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                           1,170           44        2,822        1,594        1,843       (1,159)       1,137
   Realized gain distributions                      -        2,132            -            -            -          463            -
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net realized gain (loss)                 1,170        2,176        2,822        1,594        1,843         (696)       1,137
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

Change in unrealized appreciation             140,732        2,316       66,149       61,046        7,745       (2,378)      63,287
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations           $   141,902       11,071       68,971       63,151        9,863       (2,149)      64,843
                                           ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                        Cova                              AIM                GACC      Lord Abbett
                                        --------------------------------------  ------------------------  -----------  -----------

                                          Large                                                 V.I.                     Growth
                                           Cap         Select     International    V.I.       Capital       Money         and
                                          Stock        Equity       Equity        Value      Appreciation   Market       Income
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
<S>                                   <C>                <C>           <C>           <C>            <C>       <C>          <C>
Investment income:
   Dividends                          $        995        2,102           560           69            2            -            -
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                        6,402        2,488         1,365           30            1       24,709       56,187
   Realized gain distributions              21,723       71,329         1,496          361           50            -            -
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net realized gain (loss)             28,125       73,817         2,861          391           51       24,709       56,187
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

Change in unrealized appreciation           61,314      (18,465)       28,256        2,049          300        7,581      (25,472)
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations       $     90,434       57,454        31,677        2,509          353       32,290       30,715
                                        ===========  ===========  ============  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                            Templeton
                                                  -----------------------------------------------------------------

                                                                Franklin                                 Franklin
                                                               Small Cap                                  Growth
                                                     Bond      Investments    Stock      International  Investments    Total
                                                  -----------  -----------  -----------  -------------  -----------  -----------
<S>                                             <C>                    <C>         <C>            <C>           <C>     <C>
Investment income:
   Dividends                                    $          -            -            -              -            -       12,437
                                                  -----------  -----------  -----------  -------------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of portfolio
     shares                                                -            -            -              -            -       98,633
   Realized gain distributions                             -            -            -              -            -       97,554
                                                  -----------  -----------  -----------  -------------  -----------  -----------
       Net realized gain (loss)                            -            -            -              -            -      196,187
                                                  -----------  -----------  -----------  -------------  -----------  -----------

Change in unrealized appreciation                          -           41          160            167           23      394,851
                                                  -----------  -----------  -----------  -------------  -----------  -----------

       Net increase (decrease) in net
         assets from operations                 $          -           41          160            167           23      603,475
                                                  ===========  ===========  ===========  =============  ===========  ===========


See accompanying notes to financial statements.
</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                                                    Cova
                                           ----------------------------------------------------------------------------------------

                                                                       Large                                 Small        Large
                                              Bond      Developing      Cap       Mid-Cap      Quality        Cap          Cap
                                           Debenture      Growth      Research     Value         Bond        Stock        Stock
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------
<S>                                       <C>               <C>          <C>         <C>             <C>       <C>          <C>
Investment income:
   Dividends                              $       191            -          126          61           94            3           23
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                               -          (56)         (59)        (60)           8          258          467
   Realized gain distributions                     74            3            -           -            -           76           76
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------
       Net realized gain (loss)                    74          (53)         (59)        (60)           8          334          543
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------

Change in unrealized appreciation               5,181       21,898       11,811      12,587          255       18,574       44,695
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations           $     5,446       21,845       11,878      12,588          357       18,911       45,261
                                           ===========  ===========  =========== ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                               Cova            GACC      Lord Abbett
                                                --------------------------  -----------  -----------

                                                                                           Growth
                                                 Select     International     Money         and
                                                 Equity        Equity         Market       Income       Total
                                                ----------  --------------  -----------  -----------  -----------
<S>                                           <C>                   <C>         <C>          <C>         <C>
Investment income:
   Dividends                                  $        25             652            -        8,782        9,957
                                                ----------  --------------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of portfolio
     shares                                           112            (117)      12,085           40       12,678
   Realized gain distributions                        503               8            -       28,237       28,977
                                                ----------  --------------  -----------  -----------  -----------
       Net realized gain (loss)                       615            (109)      12,085       28,277       41,655
                                                ----------  --------------  -----------  -----------  -----------

Change in unrealized appreciation                  65,356           1,778        4,240       25,472      211,847
                                                ----------  --------------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations               $    65,996           2,321       16,325       62,531      263,459
                                                ==========  ==============  ===========  ===========  ===========


See accompanying notes to financial statements.
</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                                    Cova
                                           ----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                Large                                  Small
                                              and          Bond     Developing      Cap        Mid-Cap      Quality        Cap
                                             Income     Debenture     Growth      Research      Value         Bond        Stock
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------
<S>                                      <C>               <C>         <C>          <C>          <C>           <C>         <C>
Increase (decrease) in net assets from
   operations:
     Investment income                   $          -        6,579           -          511          275          925          419
     Net realized gain (loss)                   1,170        2,176       2,822        1,594        1,843         (696)       1,137
     Change in unrealized appreciation        140,732        2,316      66,149       61,046        7,745       (2,378)      63,287

       Net increase (decrease) from        -----------  ----------- -----------  -----------  -----------  -----------  -----------
         operations                           141,902       11,071      68,971       63,151        9,863       (2,149)      64,843
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                    -            -           -            -            -            -            -
   Cova redemptions                                 -            -           -            -            -            -            -
   Payments received from contract
     owners                                         -            -           -            -            -            -            -
   Transfers between sub-accounts
     (including fixed account), net         1,568,828      241,298     147,286      215,618       75,796      (43,467)      29,705
   Transfers for contract benefits,
     terminations and insurance charges       (33,190)      (7,265)     (5,783)      (7,043)      (5,457)      (2,464)      (3,603)
       Net increase (decrease) in net
         assets from contract              -----------  ----------- -----------  -----------  -----------  -----------  -----------
         transactions                       1,535,638      234,033     141,503      208,575       70,339      (45,931)      26,102
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                             1,677,540      245,104     210,474      271,726       80,202      (48,080)      90,945

Net assets at beginning of period                   -      166,190     135,268      129,301      161,394      133,906      121,504
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------
Net assets at end of period              $  1,677,540      411,294     345,742      401,027      241,596       85,826      212,449
                                           ===========  =========== ===========  ===========  ===========  ===========  ===========



</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                           Cova                             AIM                GACC      Lord Abbett
                                            ------------------------------------  ------------------------  -----------  -----------

                                              Large                                               V.I.                      Growth
                                               Cap        Select    International    V.I.       Capital        Money         and
                                              Stock       Equity       Equity       Value      Appreciation    Market       Income
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------
<S>                                       <C>              <C>          <C>           <C>           <C>        <C>
Increase (decrease) in net assets from
   operations:
     Investment income                    $        995       2,102          560           69            2            -            -
     Net realized gain (loss)                   28,125      73,817        2,861          391           51       24,709       56,187
     Change in unrealized appreciation          61,314     (18,465)      28,256        2,049          300        7,581      (25,472)

       Net increase (decrease) from         -----------  ----------  -----------  -----------  -----------  -----------  -----------
         operations                             90,434      57,454       31,677        2,509          353       32,290       30,715
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                     -           -            -          100          100          100            -
   Cova redemptions                                  -           -            -            -            -            -            -
   Payments received from contract
     owners                                          -           -            -            -            -    2,511,219            -
   Transfers between sub-accounts
     (including fixed account), net            531,808     353,369       28,688       23,529        2,001   (2,485,129)    (693,373)
   Transfers for contract benefits,
     terminations and insurance charges        (15,573)    (18,696)      (3,197)        (216)          (8)     (18,975)        (253)
       Net increase (decrease) in net
         assets from contract               -----------  ----------  -----------  -----------  -----------  -----------  -----------
         transactions                          516,235     334,673       25,491       23,413        2,093        7,215     (693,626)
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                                606,669     392,127       57,168       25,922        2,446       39,505     (662,911)

Net assets at beginning of period              257,293     477,727       90,276            -            -      451,202      662,911
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------
Net assets at end of period               $    863,962     869,854      147,444       25,922        2,446      490,707            -
                                            ===========  ==========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                            Templeton
                                                  ------------------------------------------------------------------

                                                                Franklin                                 Franklin
                                                               Small Cap                                  Growth
                                                     Bond      Investments    Stock      International  Investments     Total
                                                  -----------  -----------  -----------  -------------  ------------  -----------
<S>                                             <C>                   <C>        <C>            <C>             <C>    <C>
Increase (decrease) in net assets from
   operations:
     Investment income                          $          -            -            -              -             -       12,437
     Net realized gain (loss)                              -            -            -              -             -      196,187
     Change in unrealized appreciation                     -           41          160            167            23      394,851

       Net increase (decrease) from               -----------  -----------  -----------  -------------  ------------  -----------
         operations                                        -           41          160            167            23      603,475
                                                  -----------  -----------  -----------  -------------  ------------  -----------

Contract transactions:
   Cova payments                                         100          100          100            100           100          800
   Cova redemptions                                        -            -            -              -             -            -
   Payments received from contract
     owners                                                -            -            -              -             -    2,511,219
   Transfers between sub-accounts
     (including fixed account), net                        -            -        2,001          2,001             -          (41)
   Transfers for contract benefits,
     terminations and insurance charges                    -            -           (7)            (8)            -     (121,738)
       Net increase (decrease) in net
         assets from contract                     -----------  -----------  -----------  -------------  ------------  -----------
         transactions                                    100          100        2,094          2,093           100    2,390,240
                                                  -----------  -----------  -----------  -------------  ------------  -----------

       Net increase (decrease) in net
         assets                                          100          141        2,254          2,260           123    2,993,715

Net assets at beginning of period                          -            -            -              -             -    2,786,972
                                                  -----------  -----------  -----------  -------------  ------------  -----------
Net assets at end of period                     $        100          141        2,254          2,260           123    5,780,687
                                                  ===========  ===========  ===========  =============  ============  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                                                    Cova
                                          ----------------------------------------------------------------------------------------

                                                                      Large                                 Small        Large
                                             Bond      Developing      Cap        Mid-Cap     Quality        Cap          Cap
                                          Debenture      Growth      Research      Value        Bond        Stock        Stock
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------
<S>                                     <C>               <C>          <C>          <C>         <C>          <C>          <C>
Increase (decrease) in net assets from
   operations:
     Investment income                  $        191            -          126           61          94            3           23
     Net realized gain (loss)                     74          (53)         (59)         (60)          8          334          543
     Change in unrealized appreciation         5,181       21,898       11,811       12,587         255       18,574       44,695

       Net increase (decrease) from       -----------  -----------  -----------  ----------- -----------  -----------  -----------
         operations                            5,446       21,845       11,878       12,588         357       18,911       45,261
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------

Contract transactions:
   Cova payments                                   -            -            -            -           -            -            -
   Cova redemptions                                -            -            -            -           -            -            -
   Payments received from contract
     owners                                        -            -            -            -           -            -            -
   Transfers between sub-accounts, net       161,726      115,070      119,413      150,800     133,943      105,943      216,611
   Transfers for contract benefits,
     terminations and insurance charges         (982)      (1,647)      (1,990)      (1,994)       (394)      (3,350)      (4,579)
       Net increase (decrease) in net
         assets from contract             -----------  -----------  -----------  ----------- -----------  -----------  -----------
         transactions                        160,744      113,423      117,423      148,806     133,549      102,593      212,032
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------

       Net increase (decrease) in net
         assets                              166,190      135,268      129,301      161,394     133,906      121,504      257,293

Net assets at beginning of period                  -            -            -            -           -            -            -
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------
Net assets at end of period             $    166,190      135,268      129,301      161,394     133,906      121,504      257,293
                                          ===========  ===========  ===========  =========== ===========  ===========  ===========



</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                        Cova                 GACC      Lord Abbett
                                             ---------------------------  -----------  -----------

                                                                                         Growth
                                               Select     International     Money         and
                                               Equity        Equity         Market       Income       Total
                                             -----------  --------------  -----------  -----------  -----------
<S>                                        <C>                   <C>         <C>          <C>        <C>
Increase (decrease) in net assets from
   operations:
     Investment income                     $         25             652            -        8,782        9,957
     Net realized gain (loss)                       615            (109)      12,085       28,277       41,655
     Change in unrealized appreciation           65,356           1,778        4,240       25,472      211,847
       Net increase (decrease) from          -----------  --------------  -----------  -----------  -----------
         operations                              65,996           2,321       16,325       62,531      263,459
                                             -----------  --------------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                      -               -            -            -            -
   Cova redemptions                                   -               -            -            -            -
   Payments received from contract
     owners                                           -               -    2,605,542            -    2,605,542
   Transfers between sub-accounts, net          417,562          91,449   (2,120,328)     607,811            -
   Transfers for contract benefits,
     terminations and insurance charges          (5,831)         (3,494)     (50,337)      (7,431)     (82,029)
       Net increase (decrease) in net
         assets from contract                -----------  --------------  -----------  -----------  -----------
         transactions                           411,731          87,955      434,877      600,380    2,523,513
                                             -----------  --------------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                                 477,727          90,276      451,202      662,911    2,786,972

Net assets at beginning of period                     -               -            -            -            -
                                             -----------  --------------  -----------  -----------  -----------
Net assets at end of period                $    477,727          90,276      451,202      662,911    2,786,972
                                             ===========  ==============  ===========  ===========  ===========


See accompanying notes to financial statements.


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


(1)      ORGANIZATION
         Cova Variable Life Account One (the Separate Account), a unit
         investment trust registered under the Investment Company Act of 1940 as
         amended, was established by Cova Financial Services Life Insurance
         Company (CFSLIC) and exists in accordance with the regulations of the
         Missouri Department of Insurance. The Separate Account is a funding
         vehicle for single premium variable life (SPVL) and flexible premium
         variable universal life insurance policies (FPVUL) offered by CFSLIC.

         On August 26, 1999, CFSLIC's ultimate parent company, GenAmerica
         Corporation, entered into a definitive agreement to be acquired by
         Metropolitan Life Insurance Company. The acquisition occurred on
         January 6, 2000.

         The Separate Account is divided into sub-accounts with the assets of
         each sub-account invested in corresponding portfolios of the following
         investment companies. Each investment company is a diversified,
         open-end, management investment company registered under the Investment
         Company Act of 1940 as amended. The sub-accounts available for
         investment may vary between variable life insurance policies offered by
         CFSLIC.

<TABLE>
<S>                                                                          <C>
              Cova Series Trust (Cova)                                       10  portfolios
              General American Capital Company (GACC)                         1  portfolios
              Lord Abbett Series Fund, Inc. (Lord Abbett)                     1  portfolios
              Russell Insurance Funds (Russell)                               5  portfolios
              AIM Variable Insurance Funds, Inc. (AIM)                        3  portfolios
              Alliance Variable Products Series Fund, Inc. (Alliance)         2  portfolios
              Liberty Variable Investment Trust (Liberty)                     1  portfolios
              Goldman Sachs Variable Insurance Trust (Goldman Sachs)          3  portfolios
              Investors Fund Series (Kemper)                                  3  portfolios
              MFS Variable Insurance Trust (MFS)                              5  portfolios
              Oppenheimer Variable Account Funds (Oppenheimer)                5  portfolios
              Putnam Variable Trust (Putnam)                                  5  portfolios
              Templeton Variable Products Series Fund (Templeton)             7  portfolios
</TABLE>
<TABLE>

         The following sub-accounts commenced operations in 1999:
<S>                                                                         <C>
              Cova Lord Abbett Growth and Income                            January 8, 1999
              AIM V.I. Value                                                    May 3, 1999
              AIM V.I. Capital Appreciation                                   July 19, 1999
              Templeton Bond                                                  July 19, 1999
              Franklin Small Cap Investments                                  July 19, 1999
              Templeton Stock                                                 July 19, 1999
              Templeton International                                         July 19, 1999
              Franklin Growth Investments                                     July 19, 1999

         The following sub-accounts ceased operations in 1999:
              Lord Abbett Growth and Income                                 January 8, 1999
</TABLE>
<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


(2)      SIGNIFICANT ACCOUNTING POLICIES
         (A)  INVESTMENT VALUATION
              Investments made in the portfolios of the investment companies are
              valued at the reported net asset value of such portfolios, which
              value their investment securities at fair value. The average cost
              method is used to compute the realized gains and losses on the
              sale of portfolio owned by the sub-accounts. Income from dividends
              and gains from realized capital gain distributions are recorded on
              the ex-distribution date.

         (B)  REINVESTMENT OF DISTRIBUTIONS
              With the exception of the GACC Money Market Fund, dividends and
              gains from realized gain distributions are reinvested in
              additional shares of the portfolios.

              GACC follows the Federal income tax practice known as consent
              dividending, whereby substantially all of its net investment
              income and realized capital gains are deemed to pass through to
              the Separate Account. As a result, GACC does not distribute
              dividends and realized capital gains. During December of each
              year, the accumulated net investment income and realized capital
              gains of the GACC Money Market Fund are allocated to the Separate
              Account by increasing the cost basis and recognizing a gain in the
              Separate Account.

         (C)  FEDERAL INCOME TAXES
              The operations of the Separate Account are included in the federal
              income tax return of CFSLIC which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, CFSLIC believes it will be treated
              as the owner of the Separate Account assets for federal income tax
              purposes and does not expect to incur federal income taxes on the
              earnings of the Separate Account to the extent the earnings are
              credited to the variable life policies. Based on this, no charge
              has been made to the Separate Account for federal income taxes. A
              charge may be made in future years for any federal income taxes
              that would be attributable to the variable life policies.

(3)      CONTRACT FEES
         There are fees associated with the variable life insurance policies
         that are deducted from the policy account value and Separate Account
         that reduce the return on investment. The type, amount, and timing of
         the fees may vary between the variable life policies offered by CFSLIC
         and include mortality and expense risk, administrative, selection and
         issue expense, cost of insurance, tax expense (premium and federal
         taxes), contingent deferred sales (surrender) and transfer charges.

(4)      SEPARATE ACCOUNT EXPENSES
         The mortality and expense fees for FPVUL policies are deducted from the
         separate account and are reflected in the accumulation unit value.
         There were no fees incurred in 1999.


<PAGE>









COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998



(5)      COST BASIS OF INVESTMENTS
         The cost basis of each sub-account's investment at December 31, 1999
         follows:

         Cova Lord Abbett Growth and Income                   $1,536,808
         Cova Bond Debenture                                     403,797
         Cova Developing Growth                                  257,695
         Cova Large Cap Research                                 328,170
         Cova Mid-Cap Value                                      221,264
         Cova Quality Bond                                        87,949
         Cova Small Cap Stock                                    130,588
         Cova Large Cap Stock                                    757,953
         Cova Select Equity                                      822,963
         Cova International Equity                               117,410
         AIM V.I. Value                                           23,873
         AIM V.I. Capital Appreciation                             2,146
         GACC Money Market                                       493,926
         Templeton Bond                                              100
         Franklin Small Cap Investments                              100
         Templeton Stock                                           2,093
         Templeton International                                   2,093
         Franklin Growth Investments                                 100
                                                               ----------
                                                              $5,189,028
                                                               ==========





<PAGE>


COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(6)  UNIT FAIR VALUE
     A summary of accumulation unit values, net assets, and total return for
     each sub-account follows:

                                                         Accumulation                Net Assets                Total
                                                          Unit Value               (in thousands)              Return
                                      Commenced     -----------------------    ----------------------    -------------------
                                     Operations     12/31/99      12/31/98      12/31/99    12/31/98      1999       1998
                                                    ----------   ----------    ----------   ---------    -------    --------
<S>                                     <C>          <C>          <C>              <C>       <C>         <C>         <C>
SPVL policies:
     Cova Lord Abbett Growth
        and Income                      1/8/99       $12.448204            -    $ 1,678         -         11.41%          -
     Cova Bond Debenture                4/13/98       10.614338    10.262336        411       166          3.43%      0.78%
     Cova Developing Growth             4/16/98       13.050371     9.855135        346       135         32.42%     -5.41%
     Cova Large Cap Research             5/4/98       13.771430    10.972618        401       129         25.51%      4.31%
     Cova Mid-Cap Value                 3/23/98       10.119059     9.576906        242       161          5.66%     -6.17%
     Cova Quality Bond                  4/13/98       10.551764    10.717509         86       134         -1.55%      6.22%
     Cova Small Cap Stock               4/13/98       12.850204     8.891377        212       122         44.52%    -14.87%
     Cova Large Cap Stock               4/13/98       14.283064    12.135469        864       257         17.70%     13.96%
     Cova Select Equity                 3/23/98       12.600289    11.480648        870       478          9.75%      9.65%
     Cova International Equity          3/23/98       13.571289    10.560451        147        90         28.51%      1.80%
     AIM V.I. Value                      5/3/99       11.774189            -         26         -         17.74%          -
     AIM V.I. Capital Appreciation      7/19/99       13.925402            -          2         -         28.36%          -
     GACC Money Market                  2/26/98       11.013039    10.468518        491       451          5.20%      4.69%
     Templeton Bond                     7/19/99        9.970060            -          -         -         -0.30%          -
     Franklin Small Cap Investments     7/19/99       14.136079            -          -         -         41.36%          -
     Templeton Stock                    7/19/99       11.011283            -          2         -         10.11%          -
     Templeton International            7/19/99       10.827249            -          2         -          8.27%          -
     Franklin Growth Investments        7/19/99       12.333825            -          -         -         23.34%          -


FPVUL policies:
     GACC Money Market                 11/29/99       10.047103            -        -            -         0.47%          -

</TABLE>


<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998

<TABLE>
<CAPTION>
(7)      REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION
         The realized gain (loss) on the sale of fund shares and the change in
         unrealized appreciation for each sub-account during the year ended
         December 31, 1999 and the period ended December 31, 1998 follows:

                                                                                   Realized Gain (Loss)
                                                              -------------------------------------------------------------
                                                                    Aggregate           Aggregate Cost
                                                   Year or     Proceeds from Sales      of Fund Shares           Realized
                                                   Period        of Fund Shares            Redeemed             Gain (Loss)
                                                -----------   -------------------     ------------------      -------------
<S>                                                  <C>            <C>                    <C>                    <C>
         Cova Lord Abbett Growth and Income          1999           $ 98,255               $ 97,085               $ 1,170
                                                     1998                  -                      -                      -

         Cova Bond Debenture                         1999              4,687                  4,643                    44
                                                     1998                527                    527                     -

         Cova Developing Growth                      1999             15,912                 13,090                 2,822
                                                     1998              1,194                  1,250                   (56)

         Cova Large Cap Research                     1999             12,192                 10,598                 1,594
                                                     1998              1,809                  1,868                   (59)

         Cova Mid-Cap Value                          1999             17,534                 15,691                 1,843
                                                     1998              1,646                  1,706                   (60)

         Cova Quality Bond                           1999             97,215                 98,374                (1,159)
                                                     1998                890                    882                     8

         Cova Small Cap Stock                        1999              6,684                  5,547                 1,137
                                                     1998              3,110                  2,852                   258

         Cova Large Cap Stock                        1999             49,866                 43,464                 6,402
                                                     1998              4,336                  3,869                   467

         Cova Select Equity                          1999             79,613                 77,125                 2,488
                                                     1998              2,999                  2,888                   111

         Cova International Equity                   1999             19,787                 18,422                 1,365
                                                     1998              3,171                  3,287                  (116)

         AIM V.I. Value                              1999                218                    188                    30
                                                     1998                  -                      -                     -

         AIM V.I. Capital Appreciation               1999                  8                      7                     1
                                                     1998                  -                      -                     -

         GACC Money Market                           1999          2,543,802              2,519,093                24,709
                                                     1998          2,041,400              2,029,315                12,085

         Lord Abbett Growth and Income               1999            694,610                638,423                56,187
                                                     1998              3,786                  3,746                    40

         Templeton Bond                              1999                  -                      -                     -
                                                     1998                  -                      -                     -

         Franklin Small Cap Investments              1999                  -                      -                     -
                                                     1998                  -                      -                     -

         Templeton  Stock                            1999                  8                      8                     -
                                                     1998                  -                      -                     -

         Templeton  International                    1999                  8                      8                     -
                                                     1998                  -                      -                     -

         Franklin Growth Investments                 1999                  -                      -                     -
                                                     1998                  -                      -                     -
</TABLE>


<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998

<TABLE>
<CAPTION>
(7)      REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, CONTINUED


                                                                        Unrealized Appreciation (Depreciation)
                                                              -------------------------------------------------------------
                                                                  Appreciation           Appreciation
                                                   Year or       (Depreciation)         (Depreciation)
                                                   Period         End of Period       Beginning of Period         Change
                                                -----------   -------------------     ------------------      -------------
<S>                                                 <C>           <C>                          <C>               <C>
         Cova Lord Abbett Growth and Income         1999          $ 140,732                    $ -               $140,732
                                                    1998                  -                      -                      -

         Cova Bond Debenture                        1999              7,497                  5,181                  2,316
                                                    1998              5,181                      -                  5,181

         Cova Developing Growth                     1999             88,047                 21,898                 66,149
                                                    1998             21,898                      -                 21,898

         Cova Large Cap Research                    1999             72,857                 11,811                 61,046
                                                    1998             11,811                      -                 11,811

         Cova Mid-Cap Value                         1999             20,332                 12,587                  7,745
                                                    1998             12,587                      -                 12,587

         Cova Quality Bond                          1999             (2,123)                   255                 (2,378)
                                                    1998                255                      -                    255

         Cova Small Cap Stock                       1999             81,861                 18,574                 63,287
                                                    1998             18,574                      -                 18,574

         Cova Large Cap Stock                       1999            106,009                 44,695                 61,314
                                                    1998             44,695                      -                 44,695

         Cova Select Equity                         1999             46,891                 65,356                (18,465)
                                                    1998             65,356                      -                 65,356

         Cova International Equity                  1999             30,034                  1,778                 28,256
                                                    1998              1,778                      -                  1,778

         AIM V.I. Value                             1999              2,049                      -                  2,049
                                                    1998                  -                      -                      -

         AIM V.I. Capital Appreciation              1999                300                      -                    300
                                                    1998                  -                      -                      -

         GACC Money Market                          1999             11,821                  4,240                  7,581
                                                    1998              4,240                      -                  4,240

         Lord Abbett Growth and Income              1999                  -                 25,472                (25,472)
                                                    1998             25,472                      -                 25,472

         Templeton Bond                             1999                  -                      -                      -
                                                    1998                  -                      -                      -

         Franklin Small Cap Investments             1999                 41                      -                     41
                                                    1998                  -                      -                      -

         Templeton  Stock                           1999                160                      -                    160
                                                    1998                  -                      -                      -

         Templeton  International                   1999                167                      -                    167
                                                    1998                  -                      -                      -

         Franklin Growth Investments                1999                 23                      -                     23

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS
      The change in the number of units for each sub-account follows:


                                                                                     Cova
                                           ----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                 Large                                 Small
                                              and          Bond      Developing      Cap        Mid-Cap      Quality       Cap
                                             Income     Debenture      Growth      Research      Value         Bond       Stock
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
<S>                                           <C>           <C>          <C>          <C>          <C>           <C>        <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/97                    -            -            -            -            -            -           -

          Cova units purchased                      -            -            -            -            -            -           -
          Cova units redeemed                       -            -            -            -            -            -           -
          Contract units purchased                  -            -            -            -            -            -           -
          Contract units transferred, net           -       16,292       13,928       11,988       17,077       12,531      14,067
          Contract units redeemed                   -          (98)        (202)        (204)        (225)         (37)       (402)
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
        Unit balance at 12/31/98                    -       16,194       13,726       11,784       16,852       12,494      13,665

          Cova units purchased                      -            -            -            -            -            -           -
          Cova units redeemed                       -            -            -            -            -            -           -
          Contract units purchased                  -            -            -            -            -            -           -
          Contract units transferred, net     139,570       23,254       13,287       17,896        7,584       (4,128)      3,239
          Contract units redeemed              (4,808)        (699)        (520)        (560)        (561)        (232)       (371)
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
        Unit balance at 12/31/99              134,762       38,749       26,493       29,120       23,875        8,134      16,533
                                           ===========  ===========  ===========  ===========  ===========  =========== ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS, CONTINUED



                                                        Cova                            AIM                   GACC     Lord Abbett
                                         ------------------------------------  --------------------------  -----------  -----------

                                          Large                                                 V.I.                      Growth
                                           Cap         Select     International   V.I.        Capital        Money         and
                                          Stock        Equity       Equity       Value      Appreciation     Market       Income
                                         ----------  -----------  -----------  -----------  -------------  -----------  -----------
<S>                                         <C>          <C>          <C>           <C>              <C>       <C>        <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/97                 -            -            -            -              -            -            -

          Cova units purchased                   -            -            -            -              -            -            -
          Cova units redeemed                    -            -            -            -              -            -            -
          Contract units purchased               -            -            -            -              -      303,667            -
          Contract units transferred, net   21,607       42,165        8,896            -              -     (205,485)      62,823
          Contract units redeemed             (405)        (554)        (347)           -              -      (55,081)        (745)
                                         ----------  -----------  -----------  -----------  -------------  -----------  -----------
        Unit balance at 12/31/98            21,202       41,611        8,549            -              -       43,101       62,078

          Cova units purchased                   -            -            -            9              9            -            -
          Cova units redeemed                    -            -            -            -              -            -            -
          Contract units purchased               -            -            -            -              -      247,255            -
          Contract units transferred, net   40,404       28,968        2,602        2,213            168     (232,315)     (62,052)
          Contract units redeemed           (1,117)      (1,545)        (287)         (20)            (1)     (13,493)         (26)
                                         ----------  -----------  -----------  -----------  -------------  -----------  -----------
        Unit balance at 12/31/99            60,489       69,034       10,864        2,202            176       44,548            -
                                         ==========  ===========  ===========  ===========  =============  ===========  ===========


      FPVUL policies:
        Unit balance at 12/31/97                                                                                    -

          Cova units purchased                                                                                      -
          Cova units redeemed                                                                                       -
          Contract units purchased                                                                                  -
          Contract units transferred, net                                                                           -
          Contract units redeemed                                                                                   -
                                                                                                           -----------
        Unit balance at 12/31/98                                                                                    -

          Cova units purchased                                                                                     10
          Cova units redeemed                                                                                       -
          Contract units purchased                                                                                  -
          Contract units transferred, net                                                                           -
          Contract units redeemed                                                                                   -
                                                                                                           -----------
        Unit balance at 12/31/99                                                                                   10
                                                                                                           ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS, CONTINUED



                                                                            Templeton
                                               -----------------------------------------------------------------------

                                                              Franklin                                    Franklin
                                                              Small Cap                                    Growth
                                                  Bond       Investments      Stock      International   Investments
                                               -----------  --------------  -----------  -------------- --------------
<S>                                                    <C>             <C>         <C>             <C>             <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/97                        -               -            -               -              -

          Cova units purchased                          -               -            -               -              -
          Cova units redeemed                           -               -            -               -              -
          Contract units purchased                      -               -            -               -              -
          Contract units transferred, net               -               -            -               -              -
          Contract units redeemed                       -               -            -               -              -
                                               -----------  --------------  -----------  -------------- --------------
        Unit balance at 12/31/98                        -               -            -               -              -

          Cova units purchased                          -               -            -               -              -
          Cova units redeemed                           -               -            -               -              -
          Contract units purchased                     10              10           10              10             10
          Contract units transferred, net               -               -          196             200              -
          Contract units redeemed                       -               -           (1)             (1)             -
                                               -----------  --------------  -----------  -------------- --------------
        Unit balance at 12/31/99                       10              10          205             209             10
                                               ===========  ==============  ===========  ============== ==============


</TABLE>





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

                        Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                   (With Independent Auditors' Report Thereon)





                          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) (the Company) as of December 31, 1999 and
     1998, and the related consolidated statements of income, shareholder's
     equity, and cash flows for each of the years in the three-year period ended
     December 31, 1999. 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, 1999 and 1998, and the results of their operations and their cash flows
     for each of the years in the three-year period ended December 31, 1999, in
     conformity with generally accepted accounting principles.







     February 4, 2000



<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                       ASSETS                                1999           1998
                                                                          ------------   ------------
                                                                                (IN THOUSANDS)

<S>                                                                     <C>                <C>
Investments:
    Debt securities available-for-sale, at fair value (cost of
      $1,575,536 in 1999 and $1,375,198 in 1998)                        $   1,481,997      1,371,513
    Preferred stock - affiliate, at fair value                                  6,892          9,000
    Common stock, at fair value                                                    12             37
    Mortgage loans, net of allowance for potential loan loss
      of $1,090 in 1999 and $510 in 1998                                      376,147        312,865
    Policy loans                                                               27,778         26,295
    Other invested assets                                                       4,625             --
                                                                          ------------   ------------

             Total investments                                              1,897,451      1,719,710

Cash and cash equivalents - interest-bearing                                   86,038         94,770
Cash - noninterest-bearing                                                      5,893          5,008
Receivable from sale of securities                                              1,452          5,845
Accrued investment income                                                      24,992         21,505
Deferred policy acquisition costs                                             214,120        131,973
Present value of future profits                                                55,406         42,230
Goodwill                                                                       16,157         18,585
Deferred tax asset, net                                                        21,964          4,786
Receivable from OakRe                                                         336,376        720,904
Federal and state income taxes recoverable                                      1,190             --
Due from affiliates                                                                --        246,198
Other assets                                                                      741            829
Separate account assets                                                     2,537,962      1,832,396
                                                                          ------------   ------------

             Total assets                                               $   5,199,742      4,844,739
                                                                          ============   ============
</TABLE>


<PAGE>

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

                     Consolidated Balance Sheets, Continued

                           December 31, 1999 and 1998


<TABLE>
<CAPTION>

                       LIABILITIES AND SHAREHOLDER'S EQUITY                       1999           1998
                                                                              -------------  -------------
                                                                                    (IN THOUSANDS)

Liabilities:
<S>                                                                         <C>                 <C>
    Policyholder deposits                                                   $    2,270,795      2,643,124
    Future policy benefits                                                          58,432         54,336
    Payable on return of collateral on loaned securities                            37,862         25,923
    Payable on purchase of securities                                                  516          1,040
    Due to affiliates                                                                4,220             --
    Federal and state income taxes payable                                              --            446
    Accounts payable and other liabilities                                          22,905         18,714
    Future purchase price payable to OakRe                                           2,898          6,976
    Guaranty fund assessments                                                        9,900          9,700
    Separate account liabilities                                                 2,537,652      1,832,394
                                                                              -------------  -------------

             Total liabilities                                                   4,945,180      4,592,653
                                                                              -------------  -------------


Shareholder's equity:
    Common stock, $2 par value.  Authorized
      5,000,000 shares; issued and outstanding
      2,899,466 shares in 1999 and 1998                                              5,799          5,799
    Additional paid-in capital                                                     260,491        220,491
    Retained earnings                                                               12,906         26,410
    Accumulated other comprehensive
      loss - net of tax                                                            (24,634)          (614)
                                                                              -------------  -------------

             Total shareholder's equity                                            254,562        252,086
                                                                              -------------  -------------

             Total liabilities and shareholder's equity                     $    5,199,742      4,844,739
                                                                              =============  =============


See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>

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

                        Consolidated Statements of Income

                  Years ended December 31, 1999, 1998, and 1997




<TABLE>
<CAPTION>
                                                                                     1999         1998         1997
                                                                                  -----------  -----------  -----------
                                                                                             (in thousands)

Revenues:
<S>                                                                             <C>                <C>           <C>
    Premiums                                                                    $      8,468       23,875        9,368
    Net investment income                                                            131,372      127,812      111,661
    Net realized (losses) gains on sales
      of investments                                                                 (20,214)      (1,600)         563
    Separate account fees                                                             30,999       20,820       12,455
    Other income                                                                       6,142        1,197        2,400
                                                                                  -----------  -----------  -----------

             Total revenues                                                          156,767      172,104      136,447
                                                                                  -----------  -----------  -----------

Benefits and expenses:
    Interest on policyholder deposits                                                102,274       93,759       81,129
    Current and future policy benefits                                                27,409       25,225       11,496
    Operating and other expenses                                                      37,270       20,151       16,179
    Amortization of purchased
      intangible assets                                                                6,087        6,309        6,697
    Amortization of deferred policy
      acquisition costs                                                                3,621        9,393        6,307
                                                                                  -----------  -----------  -----------

             Total benefits and expenses                                             176,661      154,837      121,808
                                                                                  -----------  -----------  -----------

             (Loss) income before income taxes                                       (19,894)      17,267       14,639
                                                                                  -----------  -----------  -----------

Income tax (benefit) expense:
    Current                                                                           (2,146)      (1,576)       1,951
    Deferred                                                                          (4,244)       4,949        3,710
                                                                                  -----------  -----------  -----------

             Total income tax (benefit) expense                                       (6,390)       3,373        5,661
                                                                                  -----------  -----------  -----------

             Net (loss) income                                                  $    (13,504)      13,894        8,978
                                                                                  ===========  ===========  ===========


See accompanying notes to consolidated financial statements.

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

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                                      1999         1998         1997
                                                                                   -----------  -----------  -----------
                                                                                              (in thousands)
Common stock, balance at beginning
<S>                                                                              <C>                 <C>          <C>
    and end of period                                                            $      5,799        5,799        5,799
                                                                                   -----------  -----------  -----------

Additional paid-in capital:
    Balance at beginning of period                                                    220,491      191,491      166,491
    Capital contribution                                                               40,000       29,000       25,000
                                                                                   -----------  -----------  -----------

Balance at end of period                                                              260,491      220,491      191,491
                                                                                   -----------  -----------  -----------

Retained earnings:
    Balance at beginning of period                                                     26,410       12,516        3,538
    Net (loss) income                                                                 (13,504)      13,894        8,978
                                                                                   -----------  -----------  -----------

Balance at end of period                                                               12,906       26,410       12,516
                                                                                   -----------  -----------  -----------

Accumulated other comprehensive (loss) income:
    Balance at beginning of period                                                       (614)       2,732         (784)
    Change in unrealized (depreciation) appreciation
      of debt and equity securities                                                   (91,987)     (14,571)      14,077
    Deferred federal income tax impact                                                 12,934        1,801       (1,893)
    Change in deferred policy acquisition costs attributable
      to unrealized depreciation (appreciation)                                        39,975        6,996       (5,342)
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                           15,058        2,428       (3,326)
                                                                                   -----------  -----------  -----------

Balance at end of period                                                              (24,634)        (614)       2,732
                                                                                   -----------  -----------  -----------

             Total shareholder's equity                                          $    254,562      252,086      212,538
                                                                                   ===========  ===========  ===========

Total comprehensive (loss) income:
    Net (loss) income                                                            $    (13,504)      13,894        8,978
    Other comprehensive (loss) income (change in net unrealized
      (depreciation) appreciation of debt and equity securities)                      (24,020)      (3,346)       3,516
                                                                                   -----------  -----------  -----------

             Total comprehensive (loss) income                                   $    (37,524)      10,548       12,494
                                                                                   ===========  ===========  ===========


See accompanying notes to consolidated financial statements.

</TABLE>
<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, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                                   1999           1998           1997
                                                                              -------------  --------------  ------------
                                                                                                   (in thousands)

Reconciliations of net income to net cash provided by operating activities:
<S>                                                                         <C>                     <C>            <C>
      Net income (loss)                                                     $      (13,504)         13,894         8,978
      Adjustments to reconcile net income to net
        cash provided by operating activities:
           Increase in future policy benefits                                        4,096          15,975         6,019
           Increase (decrease) in payables and
             accrued liabilities                                                     1,620          (9,419)       (9,278)
           Increase in accrued investment income                                    (1,483)           (903)       (5,591)
           Amortization of intangible assets and
             deferred policy acquisition costs                                      14,963          15,702        13,004
           Amortization and accretion of securities
             premiums and discounts                                                    (59)         (1,767)        1,664
           Decrease in recapture commissions payable to OakRe                       (4,078)         (5,197)       (4,837)
           Net SPDA benefits recaptured from RGA                                    14,043              --            --
           Net realized loss (gain) on sale of investments                          20,214           1,600          (563)
           Interest accumulated on policyholder deposits                           102,274          93,759        81,129
           (Decrease) increase in current and
             deferred federal income taxes                                          (1,360)          4,083         5,022
           Separate account net income                                                   1             (12)       (2,637)
           Commissions and expenses deferred                                       (45,793)        (50,044)      (46,142)
           Other                                                                    (8,720)         (2,011)        2,413
                                                                              -------------  --------------  ------------

             Net cash provided by operating activities                              82,214          75,660        49,181
                                                                              -------------  --------------  ------------

Cash flows from investing activities:
    Cash used in the purchase of investment securities                            (560,288)       (733,049)     (809,814)
    Proceeds from investment securities sold and matured                           478,398         642,481       382,783
    Other                                                                           (3,524)         (1,159)       15,400
                                                                              -------------  --------------  ------------

             Net cash used in investing activities                          $      (85,414)        (91,727)     (411,631)
                                                                              -------------  --------------  ------------

See accompanying notes to consolidated financial statements.

</TABLE>
<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, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                                  1999           1998           1997
                                                                              -------------  --------------  ------------
                                                                                                   (in thousands)

Cash flows from financing activities:
<S>                                                                         <C>                  <C>             <C>
    Policyholder deposits                                                   $      740,599       1,014,075       841,174
    Transfers from OakRe                                                           441,742         812,520       637,168
    Transfer to separate accounts                                                 (404,241)       (789,872)     (450,303)
    Return of policyholder deposits                                               (878,516)       (889,202)     (597,425)
    Proceeds from security collateral on securities lending                         11,939          25,923            --
    Transfers from (to) RGA                                                         43,830        (103,175)     (120,411)
    Capital contributions received                                                  40,000          29,000        25,000
                                                                              -------------  --------------  ------------

             Net cash (used) provided by financing activities                       (4,647)         99,269       335,203
                                                                              -------------  --------------  ------------

             (Decrease) increase in cash and
               cash equivalents                                                     (7,847)         83,202       (27,247)

Cash and cash equivalents at beginning of period                                    99,778          16,576        43,823
                                                                              -------------  --------------  ------------

Cash and cash equivalents at end of period                                  $       91,931          99,778        16,576
                                                                              =============  ==============  ============


See accompanying notes to consolidated financial statements.

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

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997





  (1)   NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

              Cova Financial Services Life Insurance Company (CFSLIC) and
              subsidiaries (the Company) market and service single premium
              deferred annuities, immediate annuities, variable annuities, term
              life, single premium variable universal life, 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. Single premium whole life insurance policies
              provide policy beneficiaries with mortality benefits amounting to
              a multiple, which declines with age, of the original premium.

              Under the deferred fixed 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.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              accounts. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general accounts is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders also may incur certain federal income tax
              penalties on withdrawals.

              Under the single premium variable life contracts, policyholder
              deposits are allocated to various separate account sub-accounts.
              The account value allocated to a sub-account will fluctuate based
              on the performance of the sub-accounts. The Company guarantees a
              minimum death benefit to be paid to the beneficiaries upon the
              death of the insured. The Company may assess surrender fees
              against amounts withdrawn prior to the end of the surrender charge
              period. A deferred premium tax may also be assessed against
              amounts withdrawn in the first ten years. Policyholders may also
              incur certain federal income tax penalties on withdrawals.

              Under the term life insurance policies, policyholders pay a level
              premium over a certain period of time to guarantee a death benefit
              will be paid to the beneficiaries upon the death of the insured.
              This policy has no cash accumulation available to the
              policyholder.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 86%, 89%, and 73% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated and Edward Jones & Company, in
              1999, 1998, and 1997, respectively.


<PAGE>

              ORGANIZATION

              The Company is a wholly owned subsidiary of Cova Corporation,
              which is a wholly owned subsidiary of General American Life
              Insurance Company (GALIC), a Missouri domiciled life insurance
              company. GALIC is a wholly owned subsidiary of GenAmerica
              Corporation, which in turn is wholly owned by the ultimate parent,
              General American Mutual Holding Company (GAMHC). The Company owns
              100% of the outstanding shares of two subsidiaries, First Cova
              Life Insurance Company (a New York domiciled insurance company)
              (FCLIC) and Cova Financial Life Insurance Company (a California
              domiciled insurance company) (CFLIC).

              On August 26, 1999, GAMHC entered into a definitive agreement,
              whereby Metropolitan Life Insurance Company (MetLife), a New York
              domiciled life insurance company, will acquire GenAmerica
              Corporation and all its holdings for $1.2 billion in cash. The
              purchase was approved by the Missouri Director of Insurance on
              November 10, 1999. The purchase, however, was not consummated as
              of December 31, 1999, and, as a result, these financial statements
              do not reflect purchase accounting treatment of this transaction.

  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              BASIS OF PRESENTATION

              The accompanying consolidated financial statements have been
              prepared in accordance with generally accepted accounting
              principles (GAAP) and include the accounts and operations of the
              Company. Significant intercompany transactions have been
              eliminated. The preparation of financial statements in conformity
              with GAAP requires management to make estimates and assumptions
              that affect the amounts reported. Actual results could differ from
              these estimates.

              DEBT SECURITIES

              Investments in all debt 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
              securities at December 31, 1999 and 1998 were classified as
              available-for-sale. Securities available-for-sale are carried at
              fair value, with unrealized holding gains and losses reported as
              accumulated other comprehensive income in the shareholder's
              equity, net of deferred effects of income tax and related effects
              on deferred acquisition costs and present value of future profits.

              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").


<PAGE>

              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 fair 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.

              SECURITIES LENDING

              The Company recognizes on its consolidated balance sheet cash
              related to collateral controlled on securities lending
              transactions and a corresponding obligation to return such
              collateral at the termination of such transactions.

              PREFERRED STOCK - AFFILIATE

              Preferred stock represents an investment in nonredeemable
              preferred stock in GenAmerica Management Company, an affiliate.
              The security is carried at fair value, which is determined
              primarily through published quotes of trading values. Changes to
              adjust the carrying value are reported directly in shareholder's
              equity. Other-than-temporary declines below cost are recorded as
              realized losses.

              COMMON STOCK

              Common stock represents an investment in common stock warrants.
              The security is carried at fair value, which is determined
              primarily through published quotes of trading values. Changes to
              adjust the carrying value are reported directly in shareholder's
              equity. Other-than-temporary declines below cost are recorded as
              realized losses.

              MORTGAGE LOANS AND POLICY LOANS

              Mortgage loans and policy loans are carried at their unpaid
              principal balances. An allowance for mortgage loan losses is
              established based on an evaluation of the mortgage loan portfolio,
              past credit loss experience, and current economic conditions.

              Reserves for loans are established when the Company determines
              that collection of all amounts due under the contractual terms is
              doubtful and are calculated in conformity with Statement of
              Financial Accounting Standards (SFAS) No. 114, Accounting by
              Creditors for Impairment of a Loan, as amended by SFAS No. 118,
              Accounting by Creditors for Impairment of a Loan -Income
              Recognition and Disclosures.

              The Company had no impaired loans at December 31, 1999. The
              valuation allowance for potential losses on mortgage loans was
              $1,090,000 and $510,000 at December 31, 1999 and 1998,
              respectively.


<PAGE>

              OTHER INVESTED ASSETS

              Other invested assets consist of investments in joint ventures in
              real estate.

              CASH AND CASH EQUIVALENTS

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

              SEPARATE ACCOUNT ASSETS

              Separate accounts contain segregated assets of the Company that
              are specifically assigned to variable annuity or life
              policyholders in the separate accounts and are not available to
              other creditors of the Company. The earnings of separate account
              investments are also 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 account and assesses
              withdrawal charges in the event of early withdrawals. Separate
              account assets are carried at fair 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. The Company's capital investment in the separate
              accounts as of December 31, 1999 and 1998 is presented in note 3.

              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. The Company sets a
              limit on the deferral of acquisition costs incurred from internal
              marketing and wholesaling operations in any year at 1% to 1.5% of
              premiums and deposits receipts, varying according to specific
              product. This limit is based on typical market rates of
              independent marketing service and wholesaling organizations. This
              practice also avoids possible deferral of costs in excess of
              amounts recoverable.

              The costs deferred 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 policy 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 are not recognized currently in
              income but as an offset to the accumulated other comprehensive
              income component of shareholder's 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.
<PAGE>

<TABLE>
<CAPTION>
              The components of deferred policy acquisition costs are shown
              below.

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)

<S>                                                                            <C>                <C>          <C>
              Deferred policy acquisition costs, beginning of period           $   131,973        84,326       49,833
              Commissions and costs deferred                                        45,793        50,044       46,142
              Amortization                                                          (3,621)       (9,393)      (6,307)
              Deferred policy acquisition costs attributable to
                  unrealized depreciation (appreciation) of investments             39,975         6,996       (5,342)
                                                                                 ------------  ------------ -------------

              Deferred policy acquisition costs, end of period                 $   214,120       131,973       84,326
                                                                                 ============  ============ =============

              Costs expensed that exceeded the established deferred
                  limit                                                        $     9,789         4,933        3,016
                                                                                 ============  ============ =============
</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
              date the Company was purchased by GALIC.

                  Present Value of Future Profits

                  The Company established an intangible asset which represents
                  the present value of future profits (PVFP) 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
                  pretax rate of 18% (12% net after tax).

                  In addition, as the Company has the option of retaining its
                  single premium deferred annuity (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 appreciation and
                  depreciation, 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 PVFP will be adjusted to the
                  amount that would have existed had the actual experience and
                  revised estimates been known and applied from inception. The
                  amortization and adjustments resulting from unrealized
                  appreciation and depreciation are not recognized currently in
                  income but as an offset to the accumulated other comprehensive
                  income reflected as a separate component of shareholder's
                  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.


<PAGE>

                  Based on current assumptions, amortization of the original
                  in-force PVFP asset, expressed as a percentage of the original
                  in-force asset, is projected to be 7.6%, 7.7%, 7.5%, 6.8%, and
                  6.4% for the years ended December 31, 2000 through 2004,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results. The average crediting rate on the original
                  in-force PVFP asset is 6.8% for 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below.

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>           <C>
                  PVFP - beginning of period                                   $    42,230        41,486        46,389
                  Interest credited                                                  2,695         2,864         3,029
                  Amortization                                                      (4,577)       (4,548)       (4,606)
                  Present value of future profits attributable to unrealized
                      depreciation (appreciation) of investments
                                                                                    15,058         2,428        (3,326)
                                                                                 ------------  ------------ -------------

                  PVFP - end of period                                         $    55,406        42,230        41,486
                                                                                 ============  ============ =============

</TABLE>
<TABLE>
<CAPTION>
                  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 shown below.


                                                                                      1999         1998         1997
                                                                                   -----------  ------------ ------------
                                                                                              (IN THOUSANDS)

<S>                                                                              <C>               <C>          <C>
                  Goodwill - beginning of period                                 $    18,585       19,717       20,849
                  Amortization                                                        (1,132)      (1,132)      (1,132)
                  Experience adjustment to future purchase price payable to
                      OakRe                                                           (1,296)          --           --
                                                                                   -----------  ------------ ------------

                  Goodwill - end of period                                       $    16,157       18,585       19,717
                                                                                   ===========  ============ ============
</TABLE>


<PAGE>

                  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 3.50% 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%.

                  The Company has recorded a future payable that represents the
                  present value of the anticipated future commission payments
                  payable to OakRe over the remaining life of the financial
                  reinsurance agreement discounted at an estimated borrowing
                  rate of 6.50%. 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 end of
                  the year 2000.

<TABLE>
<CAPTION>
                  The components of this future payable are shown below.

                                                                                      1999         1998         1997
                                                                                   -----------  ------------  ----------
                                                                                              (IN THOUSANDS)

<S>                                                                              <C>               <C>          <C>
                  Future payable - beginning of period                           $     6,976       12,173       16,051
                  Interest added                                                         378          629          959
                  Payments to OakRe                                                   (3,160)      (5,826)      (4,837)
                  Experience adjustment to future purchase price
                      payable to OakRe                                                (1,296)          --           --
                                                                                   -----------  ------------ -----------

                  Future payable - end of period                                 $     2,898        6,976       12,173
                                                                                   ===========  ============ ===========

</TABLE>
              DEFERRED TAX ASSETS AND LIABILITIES

              Xerox Financial Services, Inc. (XFSI) (previous parent of the
              Company) 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 Company's assets as
              of the date of acquisition was revalued based upon fair market
              values. The principal effect of the election was to establish a
              tax asset on the tax-basis consolidated balance sheet of
              approximately $37.9 million for the value of the business acquired
              that is amortizable for tax purposes over ten to fifteen years.


<PAGE>

              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 Company's policyholder
              deposits as of December 31, 1999 was 5.9%.

              FUTURE POLICY BENEFITS

              Reserves are held for future policy 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 4.50% to 8.00%, depending upon date of issue.

              Current mortality benefits payable are recorded for reported
              claims and estimates of amounts incurred but not reported.

              PREMIUM REVENUE

              The Company recognizes premium revenue at the time of issue on
              annuity policies that subject it to longevity risks. Amounts
              collected on annuity policies not subject to longevity risk are
              recorded as increases in the policyholder deposits liability. For
              term and single premium variable life products, premiums are
              recognized as revenue when due.

              OTHER INCOME

              Other income consists primarily of policy surrender charges and
              fees from a modified coinsurance agreement with GALIC.

              FEDERAL INCOME TAXES

              The Company files a consolidated income tax return with its
              subsidiaries. Allocations of federal income taxes are based upon
              separate return calculations.

              Deferred tax assets and liabilities are recognized for the future
              tax consequences attributable to differences between the
              consolidated financial statement carrying amount of existing
              assets and liabilities and their respective tax bases and
              operating loss and tax credit carryforwards. 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 in the period that includes the enactment
              date.


<PAGE>

              COMPREHENSIVE INCOME

              The Company reports and presents comprehensive income and its
              components in accordance with SFAS No. 130, Reporting
              Comprehensive Income. SFAS No. 130 has no impact on the Company's
              consolidated net income or shareholder's equity. The Company's
              only component of accumulated other comprehensive income relates
              to unrealized appreciation or depreciation on debt and equity
              securities held at available-for-sale.

              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:

                    O    Investment valuation
                    O    Amortization of deferred policy acquisition costs
                    O    Amortization of present value of future profits
                    O    Recoverability of goodwill

              The fair 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.

              The amortization of deferred policy 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 PVFP is based on
              estimates of long-term future profits from existing policies when
              the Company was purchased by GALIC and policies recaptured from
              OakRe. 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.


<PAGE>

              The Company has considered the recoverability of goodwill and has
              concluded that no circumstances have occurred which would give
              rise to impairment of goodwill at December 31, 1999.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

              SFAS No. 107, Disclosures About Fair Value of Financial
              Instruments, 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 No. 107 excludes certain financial instruments
              and all nonfinancial instruments from its disclosure requirements.
              Because of this, and further because the value of a business is
              also based upon its anticipated earning power, the aggregate fair
              value amounts represented do not present the underlying value of
              the Company.

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

                  Investment Securities and Mortgage Loans
                  (Including Mortgage-backed Securities)

                  Fair values of 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,
                  certain mortgage-backed securities, and mortgage loans, 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 3 for fair
                  value disclosures).


<PAGE>

                  Policy Loans

                  Fair values of policy loans approximate carrying value as the
                  interest rates on the majority of policy loans are reset
                  periodically and, therefore, approximate current interest
                  rates.

                  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
                  5 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, 1999 and 1998, the cash
                  surrender value of policyholder deposits was approximately
                  $84.9 million and $103.7 million less than their stated
                  carrying value. Of the contracts permitting surrender,
                  substantially all 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 its parent, GALIC, and the receivable from OakRe equal to
                  the SPDA obligations is guaranteed by OakRe's parent, XFSI.

              REINSURANCE

              Effective July 25, 1999, the Company entered into a modified
              coinsurance reinsurance agreement with MetLife. Under the
              reinsurance agreement, the Company ceded life insurance and
              annuity business that was issued or renewed from July 25, 1999
              through December 31, 1999 to MetLife amounting to $259 million.
              Net earnings to MetLife from that business are experience refunded
              to the Company. The agreement does not meet the conditions for
              reinsurance accounting under GAAP. In substance, the agreement
              represents a guarantee by MetLife of new business and renewed SPDA
              business during this period. There was no impact on the Company's
              financial statements resulting from the reinsurance transaction
              with MetLife.

              Effective January 1, 1998, the Company entered into a modified
              coinsurance financial reinsurance agreement with GALIC. The
              reinsurance agreement provided that the Company would reinsurance
              a block of "stable value" annuity business issued by GALIC on a
              36% coinsurance basis amounting to $88 million and $635 million in
              1999 and 1998, respectively. The agreement does not meet the
              conditions for reinsurance accounting under GAAP, and no assets
              were transferred. Effective July 1, 1999, the Company terminated
              the financing reinsurance agreement with GALIC. The Company
              recognized income of $1.6 million from this transaction in both
              1999 and 1998.


<PAGE>

              Effective January 1, 1997, the Company entered into a financial
              reinsurance agreement with RGA Reinsurance Company (RGA), an
              affiliate, related to certain of the Company's single premium
              deferred annuity products, and transferred assets equal to 60% of
              deposits received. The agreement does not meet the conditions for
              reinsurance accounting under GAAP. Deposits reinsured under the
              contract were approximately $219 million at December 31, 1998, and
              are reflected as policyholder deposits of the Company and a "Due
              from affiliate" asset in the consolidated balance sheets.

              On January 31, 1999, the Company suspended ceding new business to
              RGA, and on November 30, 1999, the Company recaptured all of the
              obligations and related investments from RGA. The Company
              recognized an operating expense of $12.6 million related to the
              recapture.

              On June 1, 1995, when GALIC formed Cova Corporation and purchased
              CSFLIC, then known as Xerox Financial Services Life Insurance
              Company (XFSLIC), from XFSI, a wholly owned subsidiary of Xerox
              Corporation, it entered into a financing reinsurance transaction
              with OakRe Life Insurance Company (OakRe), then a subsidiary of
              XFSLIC, for OakRe to assume the economic benefits and risks of the
              existing single premium deferred annuity deposits of XFSLIC.
              Ownership of OakRe was retained by XFSI subsequent to the sale of
              XFSLIC and other affiliates.

              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 financing reinsurance agreement entered into with OakRe as
              condition to the purchase of the Company does not meet the
              criteria for reinsurance accounting under GAAP. The net assets
              initially transferred to OakRe were established as a receivable
              and are subsequently increased as interest accrued on the
              underlying deposits and decrease as funds are transferred back to
              the Company when policies reach their crediting rate reset date or
              benefits are claimed. 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 by mid-year 2000, and completely by mid-year
              2002. The liquidations transfer cash daily 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.

              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 since inception of the
              agreement.


<PAGE>

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, issued in June 1998, requires all derivative financial
              instruments to be recorded on the balance sheet at estimated fair
              value. The Company's present accounting policies applies such
              accounting treatment only to marketable securities as defined
              under SFAS No. 115, Accounting for Certain Investments in Debt and
              Equity Securities, and to off-balance sheet derivative
              instruments. SFAS No. 133 will broaden the definition of
              derivative instruments to include all classes of financial assets
              and liabilities. It also will require separate disclosure of
              identifiable derivative instruments embedded in hybrid securities.
              The change in the fair value of derivative instruments is to be
              recorded each period either in current earnings or other
              comprehensive income, depending on whether a derivative is
              designed as part of a hedge transaction and, if it is, on the type
              of hedge transaction.

              In June 1999, the FASB issued SFAS No. 137, Accounting for
              Derivative Instruments and Hedging Activities - Deferral of the
              Effective Date of SFAS No. 133. SFAS No. 137 defers for one year
              the effective date of Statement of SFAS No 133, Accounting for
              Derivative Instruments and Hedging Activities. The Company plans
              to adopt the provision of SFAS No. 133 effective January 1, 2001.
              At this time the Company does not believe it will have a material
              effect on the Company's consolidated financial position or results
              of operations.

              OTHER

              Certain 1998 and 1997 amounts have been reclassified to conform to
              the 1999 presentation.



<PAGE>

  (3)  INVESTMENTS

<TABLE>
<CAPTION>
       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's equity. The amortized cost, estimated
       fair value, and carrying value of investments at December 31, 1999 and
       1998, are as follows:

                                                                               1999
                                           -----------------------------------------------------------------------------
                                                               GROSS          GROSS         ESTIMATED
                                             AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                               COST            GAINS          LOSSES          VALUE           VALUE
                                           --------------  -------------- --------------- --------------- --------------
                                                                          (IN THOUSANDS)
<S>                                      <C>                     <C>         <C>             <C>             <C>
        Debt securities:
            U.S. treasury securities     $       28,209             35         (2,665)          25,579          25,579
            Government agency
            obligations                          34,121             76           (318)          33,879          33,879
            Corporate securities              1,040,309          1,901        (60,641)         981,569         981,569
            Mortgage-backed
                securities                      199,979             42         (7,335)         192,686         192,686
            Asset-backed securities             272,918            389        (25,023)         248,284         248,284
                                           --------------  -------------- --------------- --------------- --------------

                Total debt securities         1,575,536          2,443        (95,982)       1,481,997       1,481,997

        Preferred stock - affiliate               9,000             --         (2,108)           6,892           6,892
        Common stock                                 37             --            (25)              12              12
        Mortgage loans (net)                    376,147             --         (1,979)         374,168         376,147
        Other invested assets                     4,625             --             --            4,625           4,625
        Policy loans                             27,778             --             --           27,778          27,778
                                           --------------  -------------- --------------- --------------- --------------

                Total investments        $    1,993,123          2,443       (100,094)       1,895,472       1,897,451
                                           ==============  ============== =============== =============== ==============

        Company's beneficial interest
            in separate accounts
                                         $          310             --             --              310             310
                                           ==============  ============== =============== =============== ==============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                               1998
                                           -----------------------------------------------------------------------------
                                                               GROSS          GROSS         ESTIMATED
                                             AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                               COST            GAINS          LOSSES          VALUE           VALUE
                                           --------------  -------------- --------------- --------------- --------------
                                                                          (IN THOUSANDS)
<S>                                      <C>                    <C>           <C>            <C>             <C>
        Debt securities:
            U.S. treasury securities     $       28,288            249            (84)          28,453          28,453
            Government agency
            obligations                          53,869          1,015             (1)          54,883          54,883
            Corporate securities                902,139         16,583        (24,799)         893,923         893,923
            Mortgage-backed
                securities                      253,704          2,118         (1,570)         254,252         254,252
            Asset-backed securities             137,198          3,087           (283)         140,002         140,002
                                           --------------  -------------- --------------- --------------- --------------

                Total debt securities         1,375,198         23,052        (26,737)       1,371,513       1,371,513

        Preferred stock - affiliate               9,000             --             --            9,000           9,000
        Common stock                                 37             --             --               37              37
        Mortgage loans (net)                    312,865         17,500             --          330,365         312,865
        Policy loans                             26,295             --             --           26,295          26,295
                                           --------------  -------------- --------------- --------------- --------------

                Total investments        $    1,723,395         40,552        (26,737)       1,737,210       1,719,710
                                           ==============  ============== =============== =============== ==============

        Company's beneficial interest
            in separate accounts
                                         $            2             --             --                2               2
                                           ==============  ============== =============== =============== ==============

</TABLE>

<PAGE>

        The amortized cost and estimated fair value of debt securities at
        December 31, 1999, 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>
                                                                           1999
                                                                ------------------------------
                                                                                 ESTIMATED
                                                                 AMORTIZED         FAIR
                                                                    COST          VALUE
                                                                --------------  --------------
                                                                      (IN THOUSANDS)

<S>                                                           <C>                     <C>
        Less than one year                                    $       65,222          65,553
        Due after one year through five years                        513,181         488,850
        Due after five years through ten years                       504,184         465,079
        Due after ten years                                          292,970         269,828
        Mortgage-backed securities                                   199,979         192,687
                                                                --------------  --------------

                      Total                                   $    1,575,536       1,481,997
                                                                ==============  ==============
</TABLE>

        At December 31, 1999, approximately 91.1% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 8.9% noninvestment grade debt securities, 7.3%
        are rated as BB, 0.8% are rated as B, and 0.8% are rated C and treated
        as impaired.

        At December 31, 1999, the Company had nine impaired debt securities with
        estimated fair value of $9.4 million, of which seven debt securities,
        with estimated fair value of $8.1 million, became non-income producing
        in 1999. At December 31, 1998, the Company had two impaired debt
        securities with estimated value of $2.1 million, of which one debt
        security, with estimated fair value of $0.5 million, became non-income
        producing.

        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 counterparties to these agreements.
        Securities loaned at December 31, 1999 had market values totaling
        $36,957,975. Cash of $37,861,652 was held as collateral to secure this
        agreement. Income on the Company's security lending program in 1999
        was immaterial.




<PAGE>

<TABLE>
<CAPTION>
        The components of investment income, realized capital gains (losses),
        and unrealized appreciation (depreciation) are as follows:

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>           <C>
        Income on debt securities                                              $   100,969        94,876        84,203
        Income on cash and cash equivalents                                          2,459         2,720         2,265
        Income on equity securities                                                    563            --            --
        Interest on mortgage loans                                                  27,161        28,650        24,890
        Income on real estate                                                          103            --            --
        Income on policy loans                                                       2,136         1,980         1,852
        Income on separate account investments                                          --            13         2,637
        Loss on derivatives                                                             --            --        (2,035)
        Miscellaneous interest                                                         335         1,715          (215)
                                                                                 ------------  ------------ -------------

                      Total investment income                                      133,726       129,954       113,597
        Investment expenses                                                         (2,354)       (2,142)       (1,936)
                                                                                 ------------  ------------ -------------

                      Net investment income                                    $   131,372       127,812       111,661
                                                                                 ============  ============ =============


        Net realized capital (losses) gains are as follows:
            Debt securities                                                    $   (20,011)       (1,600)         537
            Equity securities                                                            3            --           --
            Mortgage loans                                                              --            --           27
            Real estate                                                                (38)           --           --
            Other investments                                                         (168)           --           (1)
                                                                                 ------------  ------------ -------------

                      Net realized (losses) gains on investments               $   (20,214)       (1,600)         563
                                                                                 ============  ============ =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                                              1999           1998
                                                                                          --------------  --------------
                                                                                                (IN THOUSANDS)

        Unrealized appreciation (depreciation) are as follows:
<S>                                                                                     <C>                     <C>
            Debt securities                                                             $      (93,540)         (3,685)
            Preferred stock - affiliate                                                         (2,108)             --
            Common stock                                                                           (25)             --
            Effects on deferred acquisition costs amortization                                  43,190           3,215
            Effects on PVFP amortization                                                        14,585            (473)

                                                                                          --------------  --------------

               Unrealized depreciation before income tax                                       (37,898)           (943)

               Unrealized income tax benefit                                                    13,264             329
                                                                                          --------------  --------------

               Unrealized depreciation on investments                                   $      (24,634)           (614)
                                                                                          ==============  ==============
</TABLE>

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1999 were $439,069,999. Gross gains of $2,445,497 and
        gross losses of $22,456,541 were realized on those sales. Included in
        these amounts were $500,674 of gross gains and $1,938,767 of gross
        losses realized on the sale of noninvestment grade securities. Net
        realized losses include a 1999 impairment adjustment totaling
        $18,768,778 related to ten debt securities held by the Company.

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1998 were $486,264,174. Gross gains of $5,102,040 and
        gross losses of $6,601,099 were realized on those sales. Included in
        these amounts were $1,002,539 of gross gains and $6,011,305 of gross
        losses realized on the sale of noninvestment grade securities. Net
        realized losses include a 1998 impairment adjustment totaling
        approximately $100,000 related to two debt securities held by the
        Company.

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1997 were $358,658,091. Gross gains of $1,765,242 and
        gross losses of $254,493 were realized on those sales. Included in these
        amounts were $681,159 of gross gains and $122,480 of gross losses
        realized on the sale of noninvestment grade securities. Net realized
        gains include a 1997 impairment adjustment totaling approximately
        $974,000 related to one debt security held by the Company.

        Securities with a carrying value of approximately $7,019,456 at December
        31, 1999 were deposited with government authorities as required by law.




<PAGE>

(4)     SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        The Company does not have any individual security that exceeds 10% of
        shareholder's equity at December 31, 1999 and 1998.

(5)     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

        A derivative financial instrument, in very general terms, refers to a
        security whose value is derived from the value of an underlying asset,
        reference rate, or index.

        The Company has a variety of reasons to use derivative instruments, such
        as to attempt to protect the Company against possible changes in the
        market value of its portfolio and to manage the portfolio's effective
        yield, maturity, and duration. All of the Company's holdings are marked
        to fair value monthly with the change in value reflected in unrealized
        appreciation/depreciation. Upon disposition, a realized gain or loss is
        recognized accordingly, except when the disposition closes a hedge. In
        this instance, the gain or loss adjusts the unamortized cost of the
        hedged security, and the resulting premium or discount is amortized or
        accreted over the remaining life of the hedge security.

        Summarized below are the specific types of derivative instruments used
        by the Company.

              INTEREST RATE SWAPS

              Under interest rate swaps, the Company agrees with counterparties
              to exchange, at specific intervals, the payments between floating
              and fixed-rate interest amounts calculated by reference to
              notional amounts. Net interest payments are recognized within net
              investment income in the consolidated statement of income.

              At December 31, 1999, the Company does not have any outstanding
              interest rate swap agreements. The swap agreements outstanding at
              December 31, 1998 were terminated during 1999 by the
              counterparties at a loss of $167,500 to the Company.

              At December 31, 1998, the Company had two outstanding interest
              rate swap agreements which would have expired in 2002 and 2003.
              Under the agreements, the Company received a fixed rate of 6.63%
              and 6.70% on a notional amount of $7 and $8 million, respectively,
              and paid a floating rate based on London Interbank Offered Rate
              (LIBOR). The estimated fair value of the agreements at December
              31, 1998 was a net unrealized gain of approximately $0.6 million
              which is recognized in the accompanying consolidated balance
              sheet.

              FUTURES

              In order to limit exposure to market fluctuations related to
              temporary seed money invested within the separate account, the
              Company entered into financial futures contracts on the S&P 500
              index during 1997. No financial futures contracts were held during
              1999 or 1998. The Company recorded $-0-, $-0-, and $2,035,309 of
              losses from terminated contracts as a component of net investment
              income during 1999, 1998, and 1997, respectively. The Company also
              recorded gains of $-0-, $-0-, and $2,636,999 as a component of net
              investment income from market appreciation on the underlying
              hedged securities within the separate account during 1999, 1998,
              and 1997, respectively.

              A futures contract is an agreement involving the delivery of a
              particular asset on a specified future date at an agreed upon
              price. Upon entering into futures contracts, the Company
              maintains, in a segregated account with its custodian, securities
              with a value equal to an agreed upon portion of the notional
              obligation under the futures contracts. During the period the
              futures contract is open, payments are received from or made to
              the broker daily based upon changes in the value of the contract
              with the related income or loss reflected in the consolidated
              statement of income as a contra to changes in fair value of the
              hedged securities.

              The Company is exposed to credit related risk in the event of
              nonperformance by counterparties to financial instruments but does
              not expect any counterparties to fail to meet their obligations.
              It is the Company's policy to deal only with highly rated
              companies.

<PAGE>

<TABLE>
<CAPTION>
  (6)   COMPREHENSIVE INCOME

        The components of comprehensive income are as follows:

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>          <C>
        Net (loss) income                                                      $   (13,504)       13,894        8,978
                                                                                 ------------  ------------ -------------
        Other comprehensive (loss) income, before tax -
            unrealized (depreciation) appreciation of debt and
               equity securities arising during period:
                  Unrealized holding (depreciation) appreciation
                      of debt and equity securities                                (71,773)      (12,971)      13,514
                  Adjustment to deferred acquisition costs
                      attributable to unrealized depreciation
                      (appreciation)                                                31,191         6,228       (5,128)
                  Adjustment to PVFP attributable to unrealized
                      depreciation (appreciation)                                   11,749         2,161       (3,193)
                                                                                 ------------  ------------ -------------

                       Total unrealized (depreciation) appreciation
                          arising during period                                    (28,833)       (4,582)       5,193
                                                                                 ------------  ------------ -------------

            Less reclassification adjustments for realized losses (gains)
               included in net income:
                  Adjustment for losses (gains) included in
                      net realized (losses) gains on sales
                      of investments                                                20,214         1,600         (563)
                  Adjustment for (gains) losses included in
                      amortization of deferred acquisition costs                    (8,784)         (768)         214
                  Adjustment for (gains) losses included in
                      amortization of PVFP                                          (3,309)         (267)         133
                                                                                 ------------  ------------ -------------

                       Total reclassification adjustments for losses
                          (gains) included in net income                             8,121           565         (216)
                                                                                 ------------  ------------ -------------

                       Other comprehensive (loss) income before related
                          income tax (benefit) expense                             (36,954)       (5,147)       5,409

        Related income tax (benefit) expense                                       (12,934)       (1,801)       1,893
                                                                                 ------------  ------------ -------------

                       Other comprehensive (loss) income, net of tax               (24,020)       (3,346)       3,516
                                                                                 ------------  ------------ -------------

                       Comprehensive (loss) income                             $   (37,524)       10,548       12,494
                                                                                 ============  ============ =============
</TABLE>

<PAGE>

  (7)   POSTRETIREMENT 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
        under 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 1999, 1998, and 1997, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1999, 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 subsidiaries, CFLIC and 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 $0.2 million of state
        income tax recoveries.

<TABLE>
<CAPTION>
        Income taxes are recorded in the consolidated statement of income and
        directly in certain shareholder's equity accounts. Income tax expense
        for the years ended December 31 is allocated as follows:

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>         <C>
        Statements of income:
            Operating (loss) income (excluding realized
               investment gains and losses)                                    $   (4,830)        3,906       5,464
            Realized investment (losses) gains                                     (1,560)         (533)        197
                                                                                 ------------  ------------ -------------

                 Income tax (benefit) expense
                   included in the consolidated
                   statements of income                                            (6,390)        3,373       5,661

        Shareholder's equity -
            change in deferred federal income
               taxes related to unrealized (depreciation)
               appreciation on securities                                         (12,934)       (1,801)      1,893
                                                                                 ------------  ------------ -------------

                 Total income tax (benefit) expense                            $  (19,324)        1,572       7,554
                                                                                 ============  ============ =============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
        The actual federal income tax expense differed from the expected tax
        expense computed by applying the U.S. federal statutory rate to income
        before taxes on income as follows:

                                                               1999                  1998                  1997
                                                        --------------------- --------------------- --------------------
                                                                               (IN THOUSANDS)

<S>                                                   <C>          <C>      <C>            <C>    <C>          <C>
        Computed expected tax (benefit) expense       $  (6,963)   (35.0)%  $   6,043      35.0%  $   5,124    35.0%
        State income taxes, net                             (10)       --          (8)       --         (33)   (0.2)
        Amortization of intangible assets                   396      2.0          396       2.3         396     2.7
        Dividend received deduction - separate
            account                                      (2,175)   (10.9)      (3,183)    (18.5)         --     --
        Valuation allowance for permanent impairments
                                                          2,996     15.0           --        --          --     --
        Return to provision adjustment                     (759)    (3.8)          --        --          --     --
        Other                                               125      0.6          125       0.7         174    1.2
                                                        --------- ----------- ---------- ---------- --------- ----------

                     Total                            $  (6,390)   (32.1)%   $  3,373      19.5%  $   5,661    38.7%
                                                        ========= ==========  ========== ========== ========= ==========
</TABLE>

<TABLE>
<CAPTION>
        The tax effect of temporary differences that give rise to significant
        portions of the deferred tax assets and deferred tax liabilities at
        December 31, 1999 and 1998 follows:

                                                                                                  1999         1998
                                                                                               -----------  ------------
                                                                                                    (IN THOUSANDS)
        Deferred tax assets:
<S>                                                                                          <C>               <C>
            Policy reserves                                                                  $    31,657       31,003
            Liability for commissions on recapture                                                 1,014        2,896
            Tax basis of intangible assets purchased                                               4,577        5,351
            DAC "Proxy Tax"                                                                       23,832       20,619
            Permanent impairments                                                                  5,482           --
            Unrealized depreciation on investments                                                13,264          330
            Net operating and capital loss                                                         8,519           --
            Other deferred tax assets                                                              7,294        2,690
                                                                                               -----------  ------------

               Total deferred tax assets                                                          95,639       62,889
            Valuation allowance - permanent impairments                                           (2,996)           --
                                                                                               -----------  ------------
                      Total deferred tax assets, net of valuation allowance                       92,643       62,889

        Deferred tax liabilities:
            PVFP                                                                                  10,507       11,013
            Deferred policy acquisition costs                                                     59,825       46,190
            Other deferred tax liabilities                                                           347          900
                                                                                               -----------  ------------

                      Total deferred tax liabilities                                              70,679       58,103
                                                                                               -----------  ------------

                      Net deferred tax assets                                                $    21,964        4,786
                                                                                               ===========  ============
</TABLE>


<PAGE>

        A valuation allowance is provided when it is more likely than not that
        some portion of the deferred tax assets will not be realized. As of
        December 31, 1999, the Company has provided a 55% valuation allowance
        against the deferred tax asset related to the permanent impairments,
        based on income projections for future years. Management believes that
        it is more likely than not that the results of future operations will
        generate sufficient taxable income to realize the remaining deferred
        tax asset.

  (9)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, Cova Life Management Company (CLMC) and Navisys
        Incorporated (Navisys), both affiliated companies, purchased certain
        assets of Johnson & Higgins/Kirke Van Orsdel, Inc. (J&H/KVI), an
        unaffiliated Delaware corporation, for $2,500,000, and merged them into
        Cova Life Administrative Service Company (CLASC), a joint subsidiary of
        CLMC and Navisys. Navisys purchased 51% of CLASC, and the remaining 49%
        was purchased by CLMC. The purchased assets are the administrative and
        service systems and organization that provide the policy service
        functions for the Company's life and annuity products. On October 31,
        1999, CLMC purchased the remaining 51% interest in CLASC from Navisys
        for $1,184,414.

        The Company has entered into management, operations, and servicing
        agreements with its affiliated companies. The affiliated companies are
        CLMC, a Delaware corporation, which provides management services and the
        employees necessary to conduct the activities of the Company; Conning
        Asset Management, which provides investment advice; and CLASC, which
        provides underwriting, policy issuance, claims, and other policy
        administration functions. Additionally, a portion of overhead and other
        corporate expenses is allocated by the Company's parent, GALIC. Expenses
        and fees paid to affiliated companies in 1999, 1998, and 1997 for the
        Company were $28,995,330, $20,923,330, and $9,400,517, respectively.

        In 1999 and 1998, the Company's affiliate, CLMC, received approximately
        $3.9 million and $3.2 million, respectively, in advisory fees from GALIC
        related to advisory services on GALIC's individual annuity products.



<PAGE>

(10)    STATUTORY SURPLUS AND DIVIDEND RESTRICTION

        GAAP differs 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 nonrecognition 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, adjustments to record the carrying values of debt
        securities and certain equity securities at fair value 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 at the date of purchase and shareholder's equity to the net
        purchase price.
        Statutory accounting does not recognize the purchase method of
        accounting.

<TABLE>
<CAPTION>
        As of December 31, the differences between statutory capital and surplus
        and shareholder's equity determined in conformity with GAAP are as
        follows:

                                                                                               1999          1998
                                                                                            -------------  -------------
                                                                                                  (IN THOUSANDS)

<S>                                                                                      <C>                   <C>
        Statutory capital and surplus                                                    $      102,041        104,740
        Reconciling items:
            GAAP investment valuation reserves                                                   (1,090)          (510)
            Statutory asset valuation reserve                                                     7,362         19,206
            Statutory interest maintenance reserve                                                6,466          5,983
            GAAP investment adjustments to fair value                                           (95,673)        (3,685)
            GAAP deferred policy acquisition costs                                              214,120        131,973
            GAAP basis policy reserves                                                          (57,802)       (52,305)
            GAAP deferred federal income taxes (net)                                             21,964          4,786
            GAAP guarantee assessment adjustment                                                 (9,900)        (9,700)
            GAAP goodwill                                                                        16,157         18,585
            GAAP present value of future profits                                                 55,406         42,230
            GAAP future purchase price payable                                                   (2,898)        (6,976)
            Other                                                                                (1,591)        (2,241)
                                                                                            -------------  -------------

                  GAAP shareholder's equity                                              $      254,562        252,086
                                                                                            =============  =============
</TABLE>




<PAGE>

        Statutory net losses for CFSLIC for the years ended December 31, 1999,
        1998, and 1997 were $46,095,427, $2,830,105, and $9,816,357,
        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. Due to the
        1999 statutory net loss and the Company's negative earned surplus at
        December 31, 1999, no dividends are permissible in 2000 without prior
        approval of the insurance commissioner.

        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,
        1999, the Company's total adjusted capital and authorized control level
        RBC were $109,402,439 and $28,033,662 respectively. This level of
        adjusted capital qualifies under all tests.

(11)    GUARANTY FUND ASSESSMENTS

        The Company participates with 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 Company's authority to
        issue new business, the Company is contingently liable for its share of
        claims covered by the guaranty associations for insolvencies incurred
        through 1999, 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 assets as a credit against premium taxes over, most commonly, five
        years.

        In November 1999, the National Organization of Life and Health Guaranty
        Associations 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
        $9,900,000 in future assessments on insolvencies that occurred before
        December 31, 1999. 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 $9,900,000. The Company paid
        approximately $36,000, $1,500,000, and $3,000,000 in guaranty fund
        assessments in 1999, 1998, and 1997, respectively. These payments were
        substantially reimbursed by OakRe. 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 remaining 20%. The
        credits retained for 1999, 1998 and 1997 were not material.

(12)    SUBSEQUENT EVENT

        The purchase of GenAmerica Corporation and subsidiary, including the
        Company, by MetLife was completed on January 6, 2000. On that date also,
        the Company's modified coinsurance agreement with MetLife was suspended
        for subsequent business.





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 50 and 60.  Our  hypothetical  Insureds  are
non-smokers  and in good  health  which  means the Policy  would be issued  with
preferred  rates.  For each of the two examples,  we have  illustrated all three
available  Death  Benefit  Options:  Option A, Option B and Option C. We assumed
ongoing annual  premiums paid of $6,000 for the  50-year-old  example and $9,000
for the 60-year-old example.

All of the illustrations that follow are based on the above. We also assumed the
underlying  investment  portfolio  had gross rates of return of 0%, 6% and 12 %.
This means that the underlying  investment  portfolio  would earn these rates of
return before the deduction of the Mortality and Expense Risk Charge (equivalent
to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35%  thereafter)
and advisory fee and operating  expenses  (equal to  approximately .91%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.46% for these  charges) are  approximately - 1.46%, 4.54% and
10.54%. The Policy will lapse if you do not make additional premiums where 0% is
used in the illustrations.

It is  important  to be aware  that these  illustrations  assume 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 Cash  Value,  Cash
Surrender Value and Death Benefit.

We used the charges we  described in the  Expenses  Section of this  prospectus.
These charges are:

(1)  A  Federal  tax  charge of 1.3% and a  Premium  Tax  Charge of 2.1% of each
     premium paid;

(2)  A first year Sales  Charge of 15% of  premium up to Target  Premium,  5% of
     premium above Target Premium.  (The Sales Charge decreases to 5% of premium
     paid in Policy  Years  2-10 and 2% of premium  paid in Policy  Years 11 and
     thereafter);

(3)  A Monthly Policy Charge of $25 for the first Policy year,  decreasing to $6
     per month thereafter;

(4)  During the first ten years, a monthly  Selection and Issue Expense  Charge,
     generally ranging from four cents to one dollar per $1,000 of Face Amount;

(5)  The Monthly Cost of Insurance Charge, based on both the current charges and
     the guaranteed charges;

(6)  Any  Surrender  Charge  which may be  applicable  in  determining  the Cash
     Surrender Values.

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how the annual premiums paid would grow if 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,
premiums paid and  reflecting  both the current cost of insurance and guaranteed
cost of insurance.





<TABLE>
<CAPTION>
APPENDIX A
ILLUSTRATION OF POLICY VALUES (continued)



                 Cova Financial Services Life Insurance Company


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit



<S>     <C>                <C>               <C>              <C>             <C>                 <C>              <C>   <C>
        1                  6,300             3,901            2,179           250,000             3,012            1,291 250,000


        2                 12,915             8,237            6,515           250,000             6,494            4,773 250,000


        3                 19,861            12,427           10,705           250,000             9,823            8,101 250,000


        4                 27,154            16,482           14,761           250,000            12,989           11,268 250,000


        5                 34,811            20,411           18,690           250,000            15,977           14,256 250,000


        6                 42,852            24,231           22,701           250,000            18,776           17,246 250,000


        7                 51,295            27,942           26,794           250,000            21,373           20,225 250,000


        8                 60,159            31,554           30,789           250,000            23,763           22,998 250,000


        9                 69,467            35,058           34,675           250,000            25,935           25,552 250,000


        10                79,241            38,449           38,449           250,000            27,868           27,868 250,000





        15               135,945            57,190           57,190           250,000            36,816           36,816 250,000


        20               208,316            70,750           70,750           250,000            34,871           34,871 250,000


        25               300,681            78,531           78,531           250,000            13,349           13,349 250,000


        30               418,565            77,095           77,095           250,000                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             4,170            2,449           250,000             3,253            1,532 250,000


        2                 12,915             9,050            7,329           250,000             7,198            5,476 250,000


        3                 19,861            14,068           12,346           250,000            11,219            9,498 250,000


        4                 27,154            19,240           17,519           250,000            15,311           13,590 250,000


        5                 34,811            24,582           22,861           250,000            19,462           17,740 250,000


        6                 42,852            30,119           28,589           250,000            23,662           22,132 250,000


        7                 51,295            35,861           34,713           250,000            27,905           26,757 250,000


        8                 60,159            41,827           41,062           250,000            32,187           31,422 250,000


        9                 69,467            48,020           47,637           250,000            36,503           36,120 250,000


        10                79,241            54,447           54,447           250,000            40,837           40,837 250,000





        15               135,945            94,845           94,845           250,000            66,698           66,698 250,000


        20               208,316           143,460          143,460           250,000            91,687           91,687 250,000


        25               300,681           205,891          205,891           250,000           113,351          113,351 250,000


        30               418,565           288,915          288,915           303,361           124,580          124,580 250,000





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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.
















                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             4,441            2,720           250,000             3,496            1,774 250,000


        2                 12,915             9,897            8,176           250,000             7,933            6,212 250,000


        3                 19,861            15,844           14,123           250,000            12,737           11,015 250,000


        4                 27,154            22,347           20,626           250,000            17,938           16,217 250,000


        5                 34,811            29,472           27,751           250,000            23,567           21,846 250,000


        6                 42,852            37,308           35,778           250,000            29,664           28,134 250,000


        7                 51,295            45,932           44,784           250,000            36,273           35,126 250,000


        8                 60,159            55,442           54,677           250,000            43,453           42,688 250,000


        9                 69,467            65,930           65,547           250,000            51,269           50,886 250,000


        10                79,241            77,502           77,502           250,000            59,786           59,786 250,000





        15               135,945           161,871          161,871           250,000           121,640          121,640 250,000


        20               208,316           303,188          303,188           351,698           226,905          226,905 263,210


        25               300,681           538,403          538,403           576,091           407,270          407,270 435,779


        30               418,565           928,465          928,465           974,888           704,190          704,190 739,399





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             3,895            2,174           253,895             2,992            1,271 252,992


        2                 12,915             8,216            6,495           258,216             6,434            4,713 256,434


        3                 19,861            12,379           10,657           262,379             9,700            7,979 259,700


        4                 27,154            16,393           14,671           266,393            12,778           11,057 262,778


        5                 34,811            20,263           18,542           270,263            15,647           13,926 265,647


        6                 42,852            24,008           22,478           274,008            18,294           16,764 268,294


        7                 51,295            27,625           26,477           277,625            20,703           19,555 270,703


        8                 60,159            31,123           30,358           281,123            22,863           22,098 272,863


        9                 69,467            34,490           34,108           284,490            24,762           24,380 274,762


        10                79,241            37,719           37,719           287,719            26,374           26,374 276,374





        15               135,945            55,045           55,045           305,045            32,665           32,665 282,665


        20               208,316            65,165           65,165           315,165            25,957           25,957 275,957


        25               300,681            66,451           66,451           316,451                 0                0       0


        30               418,565            54,234           54,234           304,234                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             4,164            2,443           254,164             3,232            1,511 253,232


        2                 12,915             9,027            7,306           259,027             7,132            5,410 257,132


        3                 19,861            14,013           12,291           264,013            11,078            9,357 261,078


        4                 27,154            19,133           17,412           269,133            15,058           13,337 265,058


        5                 34,811            24,399           22,678           274,399            19,051           17,330 269,051


        6                 42,852            29,833           28,303           279,833            23,038           21,508 273,038


        7                 51,295            35,437           34,289           285,437            27,000           25,853 277,000


        8                 60,159            41,227           40,462           291,227            30,922           30,157 280,922


        9                 69,467            47,198           46,816           297,198            34,785           34,402 284,785


        10                79,241            53,348           53,348           303,348            38,555           38,555 288,555





        15               135,945            90,940           90,940           340,940            58,855           58,855 308,855


        20               208,316           131,162          131,162           381,162            69,835           69,835 319,835


        25               300,681           172,651          172,651           422,651            60,079           60,079 310,079


        30               418,565           209,497          209,497           459,497             7,831            7,831 257,831





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             4,435            2,713           254,435             3,473            1,752 253,473


        2                 12,915             9,872            8,151           259,872             7,860            6,139 257,860


        3                 19,861            15,782           14,060           265,782            12,575           10,854 262,575


        4                 27,154            22,220           20,499           272,220            17,637           15,916 267,637


        5                 34,811            29,248           27,526           279,248            23,059           21,338 273,059


        6                 42,852            36,942           35,412           286,942            28,861           27,331 278,861


        7                 51,295            45,368           44,221           295,368            35,060           33,913 285,060


        8                 60,159            54,613           53,848           304,613            41,687           40,922 291,687


        9                 69,467            64,747           64,365           314,747            48,767           48,385 298,767


        10                79,241            75,855           75,855           325,855            56,317           56,317 306,317





        15               135,945           154,705          154,705           404,705           106,808          106,808 356,808


        20               208,316           277,493          277,493           527,493           173,854          173,854 423,854


        25               300,681           471,919          471,919           721,919           258,836          258,836 508,836


        30               418,565           777,954          777,954         1,027,954           354,346          354,346 604,346





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             3,901            2,179           250,000             3,012            1,291 250,000


        2                 12,915             8,237            6,515           250,000             6,494            4,773 250,000


        3                 19,861            12,427           10,705           250,000             9,823            8,101 250,000


        4                 27,154            16,482           14,761           250,000            12,989           11,268 250,000


        5                 34,811            20,411           18,690           250,000            15,977           14,256 250,000


        6                 42,852            24,231           22,701           250,000            18,776           17,246 250,000


        7                 51,295            27,942           26,794           250,000            21,373           20,225 250,000


        8                 60,159            31,554           30,789           250,000            23,763           22,998 250,000


        9                 69,467            35,058           34,675           250,000            25,935           25,552 250,000


        10                79,241            38,449           38,449           250,000            27,868           27,868 250,000





        15               135,945            57,190           57,190           250,000            36,816           36,816 250,000


        20               208,316            70,750           70,750           250,000            34,871           34,871 250,000


        25               300,681            78,531           78,531           250,000            13,349           13,349 250,000


        30               418,565            77,095           77,095           250,000                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             4,170            2,449           250,000             3,253            1,532 250,000


        2                 12,915             9,050            7,329           250,000             7,198            5,476 250,000


        3                 19,861            14,068           12,346           250,000            11,219            9,498 250,000


        4                 27,154            19,240           17,519           250,000            15,311           13,590 250,000


        5                 34,811            24,582           22,861           250,000            19,462           17,740 250,000


        6                 42,852            30,119           28,589           250,000            23,662           22,132 250,000


        7                 51,295            35,861           34,713           250,000            27,905           26,757 250,000


        8                 60,159            41,827           41,062           250,000            32,187           31,422 250,000


        9                 69,467            48,020           47,637           250,000            36,503           36,120 250,000


        10                79,241            54,447           54,447           250,000            40,837           40,837 250,000





        15               135,945            94,845           94,845           250,000            66,698           66,698 250,000


        20               208,316           143,460          143,460           250,000            91,687           91,687 250,000


        25               300,681           204,520          204,520           288,792           113,351          113,351 250,000


        30               418,565           276,775          276,775           359,627           124,580          124,580 250,000





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 50, Preferred Rate Class


      $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  6,300             4,441            2,720           250,000             3,496            1,774 250,000


        2                 12,915             9,897            8,176           250,000             7,933            6,212 250,000


        3                 19,861            15,844           14,123           250,000            12,737           11,015 250,000


        4                 27,154            22,347           20,626           250,000            17,938           16,217 250,000


        5                 34,811            29,472           27,751           250,000            23,567           21,846 250,000


        6                 42,852            37,308           35,778           250,000            29,664           28,134 250,000


        7                 51,295            45,932           44,784           250,000            36,273           35,126 250,000


        8                 60,159            55,442           54,677           250,000            43,453           42,688 250,000


        9                 69,467            65,930           65,547           250,000            51,269           50,886 250,000


        10                79,241            77,502           77,502           250,000            59,786           59,786 250,000





        15               135,945           161,715          161,715           285,335           121,640          121,640 250,000


        20               208,316           296,529          296,529           464,284           221,289          221,289 346,479


        25               300,681           511,143          511,143           721,759           369,330          369,330 521,513


        30               418,565           847,827          847,827         1,101,624           580,258          580,258 753,958





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  9,450             5,754            2,862           250,000             3,192              301 250,000


        2                 19,373            12,097            9,206           250,000             6,935            4,044 250,000


        3                 29,791            18,100           15,208           250,000            10,326            7,435 250,000


        4                 40,731            23,872           20,980           250,000            13,326           10,434 250,000


        5                 52,217            29,382           26,490           250,000            15,893           13,001 250,000


        6                 64,278            34,773           32,203           250,000            17,989           15,419 250,000


        7                 76,942            39,976           38,049           250,000            19,585           17,658 250,000


        8                 90,239            44,977           43,692           250,000            20,641           19,356 250,000


        9                104,201            49,784           49,142           250,000            21,115           20,473 250,000


        10               118,861            54,337           54,337           250,000            20,948           20,948 250,000





        15               203,917            79,284           79,284           250,000            12,706           12,706 250,000


        20               312,473            92,419           92,419           250,000                 0                0       0


        25               451,021            93,557           93,557           250,000                 0                0       0


        30               627,847            72,467           72,467           250,000                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  9,450             6,153            3,262           250,000             3,510              619 250,000


        2                 19,373            13,302           10,411           250,000             7,821            4,930 250,000


        3                 29,791            20,524           17,632           250,000            12,033            9,142 250,000


        4                 40,731            27,934           25,043           250,000            16,101           13,210 250,000


        5                 52,217            35,511           32,620           250,000            19,980           17,089 250,000


        6                 64,278            43,409           40,839           250,000            23,627           21,057 250,000


        7                 76,942            51,576           49,648           250,000            27,004           25,077 250,000


        8                 90,239            60,016           58,731           250,000            30,068           28,783 250,000


        9                104,201            68,757           68,115           250,000            32,770           32,127 250,000


        10               118,861            77,765           77,765           250,000            35,046           35,046 250,000





        15               203,917           135,249          135,249           250,000            43,333           43,333 250,000


        20               312,473           206,041          206,041           250,000            18,746           18,746 250,000


        25               451,021           303,969          303,969           319,168                 0                0       0


        30               627,847           424,356          424,356           445,574                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  9,450             6,554            3,663           250,000             3,831              940 250,000


        2                 19,373            14,557           11,666           250,000             8,752            5,861 250,000


        3                 29,791            23,150           20,259           250,000            13,900           11,009 250,000


        4                 40,731            32,514           29,623           250,000            19,268           16,377 250,000


        5                 52,217            42,708           39,817           250,000            24,852           21,960 250,000


        6                 64,278            53,973           51,403           250,000            30,653           28,083 250,000


        7                 76,942            66,367           64,439           250,000            36,692           34,764 250,000


        8                 90,239            80,014           78,729           250,000            42,985           41,700 250,000


        9                104,201            95,079           94,437           250,000            49,563           48,921 250,000


        10               118,861           111,697          111,697           250,000            56,453           56,453 250,000





        15               203,917           236,042          236,042           252,565           105,598          105,598 250,000


        20               312,473           446,001          446,001           468,301           184,642          184,642 250,000


        25               451,021           791,708          791,708           831,294           348,402          348,402 365,822


        30               627,847         1,352,164        1,352,164         1,419,772           611,361          611,361 641,930





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  9,450             5,740            2,849           255,740             3,123              232 253,123


        2                 19,373            12,046            9,155           262,046             6,739            3,848 256,739


        3                 29,791            17,972           15,081           267,972             9,936            7,045 259,936


        4                 40,731            23,626           20,735           273,626            12,668            9,777 262,668


        5                 52,217            28,963           26,072           278,963            14,889           11,998 264,889


        6                 64,278            34,142           31,572           284,142            16,555           13,985 266,555


        7                 76,942            39,075           37,148           289,075            17,636           15,709 267,636


        8                 90,239            43,738           42,453           293,738            18,093           16,808 268,093


        9                104,201            48,135           47,493           298,135            17,891           17,248 267,891


        10               118,861            52,179           52,179           302,179            16,979           16,979 266,979





        15               203,917            72,312           72,312           322,312             4,120            4,120 254,120


        20               312,473            73,014           73,014           323,014                 0                0       0


        25               451,021            53,090           53,090           303,090                 0                0       0


        30               627,847             3,105            3,105           253,105                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  9,450             6,139            3,248           256,139             3,437              546 253,437


        2                 19,373            13,246           10,355           263,246             7,604            4,712 257,604


        3                 29,791            20,378           17,486           270,378            11,581            8,690 261,581


        4                 40,731            27,642           24,750           277,642            15,308           12,417 265,308


        5                 52,217            34,994           32,103           284,994            18,717           15,825 268,717


        6                 64,278            42,597           40,027           292,597            21,741           19,171 271,741


        7                 76,942            50,369           48,442           300,369            24,324           22,396 274,324


        8                 90,239            58,290           57,005           308,290            26,396           25,111 276,396


        9                104,201            66,366           65,723           316,366            27,888           27,245 277,888


        10               118,861            74,509           74,509           324,509            28,712           28,712 278,712





        15               203,917           122,487          122,487           372,487            24,405           24,405 274,405


        20               312,473           161,817          161,817           411,817                 0                0       0


        25               451,021           187,998          187,998           437,998                 0                0       0


        30               627,847           184,926          184,926           434,926                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                         CURRENT CHARGES*                                                     GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                               Cash                                                 Cash
      Policy            Interest              Cash        Surrender             Death              Cash        Surrender   Death
       Year             Per Year             Value            Value           Benefit             Value            Value Benefit





        1                  9,450             6,539            3,648           256,539             3,753              862 253,753


        2                 19,373            14,495           11,604           264,495             8,511            5,620 258,511


        3                 29,791            22,984           20,092           272,984            13,380           10,489 263,380


        4                 40,731            32,169           29,277           282,169            18,318           15,427 268,318


        5                 52,217            42,073           39,182           292,073            23,274           20,383 273,274


        6                 64,278            52,936           50,366           302,936            28,197           25,627 278,197


        7                 76,942            64,762           62,834           314,762            33,041           31,113 283,041


        8                 90,239            77,624           76,339           327,624            37,748           36,463 287,748


        9                104,201            91,631           90,988           341,631            42,256           41,614 292,256


        10               118,861           106,805          106,805           356,805            46,482           46,482 296,482





        15               203,917           212,509          212,509           462,509            65,823           65,823 315,823


        20               312,473           363,745          363,745           613,745            51,975           51,975 301,975


        25               451,021           589,416          589,416           839,416                 0                0       0


        30               627,847           923,709          923,709         1,173,709                 0                0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 0%











                          CURRENT CHARGES*                                                    GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                                Cash                                                 Cash
      Policy            Interest              Cash         Surrender            Death              Cash         Surrender   Death
       Year             Per Year             Value             Value          Benefit             Value             Value Benefit





        1                  9,450             5,754             2,862          250,000             3,192               301 250,000


        2                 19,373            12,097             9,206          250,000             6,935             4,044 250,000


        3                 29,791            18,100            15,208          250,000            10,326             7,435 250,000


        4                 40,731            23,872            20,980          250,000            13,326            10,434 250,000


        5                 52,217            29,382            26,490          250,000            15,893            13,001 250,000


        6                 64,278            34,773            32,203          250,000            17,989            15,419 250,000


        7                 76,942            39,976            38,049          250,000            19,585            17,658 250,000


        8                 90,239            44,977            43,692          250,000            20,641            19,356 250,000


        9                104,201            49,784            49,142          250,000            21,115            20,473 250,000


        10               118,861            54,337            54,337          250,000            20,948            20,948 250,000





        15               203,917            79,284            79,284          250,000            12,706            12,706 250,000


        20               312,473            92,419            92,419          250,000                 0                 0       0


        25               451,021            93,557            93,557          250,000                 0                 0       0


        30               627,847            72,467            72,467          250,000                 0                 0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 6%











                          CURRENT CHARGES*                                                    GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                                Cash                                                 Cash
      Policy            Interest              Cash         Surrender            Death              Cash         Surrender   Death
       Year             Per Year             Value             Value          Benefit             Value             Value Benefit





        1                  9,450             6,153             3,262          250,000             3,510               619 250,000


        2                 19,373            13,302            10,411          250,000             7,821             4,930 250,000


        3                 29,791            20,524            17,632          250,000            12,033             9,142 250,000


        4                 40,731            27,934            25,043          250,000            16,101            13,210 250,000


        5                 52,217            35,511            32,620          250,000            19,980            17,089 250,000


        6                 64,278            43,409            40,839          250,000            23,627            21,057 250,000


        7                 76,942            51,576            49,648          250,000            27,004            25,077 250,000


        8                 90,239            60,016            58,731          250,000            30,068            28,783 250,000


        9                104,201            68,757            68,115          250,000            32,770            32,127 250,000


        10               118,861            77,765            77,765          250,000            35,046            35,046 250,000





        15               203,917           135,249           135,249          250,000            43,333            43,333 250,000


        20               312,473           205,569           205,569          267,107            18,746            18,746 250,000


        25               451,021           291,805           291,805          354,583                 0                 0       0


        30               627,847           391,892           391,892          452,910                 0                 0       0





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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


                    Flexible Premium Variable Life Insurance


                            Hypothetical Illustration





                                   Single Life


                    Male, Issue Age 60, Preferred Rate Class


      $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000





           Assuming Hypothetical Gross Annual Investment return of 12%











                          CURRENT CHARGES*                                                    GUARANTEED CHARGES**





                        Premiums
                     Accumulated
      End of               at 5%                                Cash                                                 Cash
      Policy            Interest              Cash         Surrender            Death              Cash         Surrender   Death
       Year             Per Year             Value             Value          Benefit             Value             Value Benefit





        1                  9,450             6,554             3,663          250,000             3,831               940 250,000


        2                 19,373            14,557            11,666          250,000             8,752             5,861 250,000


        3                 29,791            23,150            20,259          250,000            13,900            11,009 250,000


        4                 40,731            32,514            29,623          250,000            19,268            16,377 250,000


        5                 52,217            42,708            39,817          250,000            24,852            21,960 250,000


        6                 64,278            53,973            51,403          250,000            30,653            28,083 250,000


        7                 76,942            66,367            64,439          250,000            36,692            34,764 250,000


        8                 90,239            80,014            78,729          250,000            42,985            41,700 250,000


        9                104,201            95,079            94,437          250,000            49,563            48,921 250,000


        10               118,861           111,697           111,697          250,000            56,453            56,453 250,000





        15               203,917           234,236           234,236          330,753           105,598           105,598 250,000


        20               312,473           425,736           425,736          553,180           184,642           184,642 250,000


        25               451,021           725,897           725,897          882,066           320,619           320,619 389,597


        30               627,847         1,190,046         1,190,046        1,375,337           509,242           509,242 588,530





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


    **  These values reflect investment results using guaranteed cost of insurance rates.











    THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY


    AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS.  THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER


    VALUE FOR A CONTRACT 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.







</TABLE>


















                                 APPENDIX B

                       PARTICIPATING INVESTMENT FUNDS


Below are the investment objectives and strategies of each investment
portfolio available under the contract. The fund prospectuses contain more
complete information including a description of the investment objectives,
policies, restrictions and risks.  THERE CAN BE NO ASSURANCE THAT THE
INVESTMENT OBJECTIVES WILL BE ACHIEVED.


AIM VARIABLE INSURANCE FUNDS:
AIM Variable Insurance Funds is a mutual fund with multiple portfolios.
A I M Advisors,  Inc. is the investment  adviser to each portfolio.
The following portfolios are available under the contract:

     AIM V.I. CAPITAL APPRECIATION FUND

Investment  Objective:  The  Fund's  investment  objective  is growth of capital
through  investment in common stocks,  with emphasis on medium- and  small-sized
companies.  The portfolio managers focus on companies they believe are likely to
benefit from new or innovative products,  services or processes as well as those
that have  experienced  above-average,  long-term  growth in  earnings  and have
excellent prospects for future growth.

     AIM V.I. INTERNATIONAL EQUITY FUND

Investment  Objective:  The Fund's investment  objective is to achieve long-term
growth of capital by  investing  in a  diversified  portfolio  of  international
equity securities whose issuers are considered to have strong earnings momentum.

     AIM V.I. VALUE FUND

Investment Objective: The Fund's investment objective is to achieve long-term
growth of capital by investing primarily in equity securities judged by
the Fund's investment advisor to be undervalued relative to the investment
advisor's appraisal of the current or projected earnings of the companies
issuing the securities, or relative to current market values of assets owned
by the companies issuing the securities or relative to the equity market
generally. Income is a secondary objective.


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:
Alliance  Variable  Products  Series Fund,  Inc. is a mutual fund with  multiple
portfolios.  Alliance Capital  Management L.P. is the investment adviser to each
portfolio. The following portfolios are available under the contract:

     PREMIER GROWTH PORTFOLIO (Class A)

Investment Objective: The Portfolio's investment objective is growth of capital
by pursuing aggressive investment policies.  The Portfolio invests primarily
in equity securities of U.S. companies.  Normally, the Portfolio invests in
about 40-50 companies, with the 25 most highly regarded of these companies
usually constituting approximately 70% of the Portfolio's net assets.

     REAL ESTATE INVESTMENT PORTFOLIO (Class A)

Investment Objective: The Portfolio's investment objective is total return from
long-term growth of capital and income principally through investing in equity
securities of companies that are primarily engaged in or related to the real
estate industry.


COVA SERIES TRUST:
Cova  Series  Trust is managed by Cova  Investment  Advisory  Corporation  (Cova
Advisory),  which is an  affiliate  of Cova.  Cova Series Trust is a mutual fund
with  multiple  portfolios.  Cova Advisory has engaged  sub-advisers  to provide
investment  advice  for the  individual  investment  portfolios.  The  following
portfolios are available under the contract:

PORTFOLIOS MANAGED BY J. P. MORGAN INVESTMENT MANAGEMENT INC.:

     INTERNATIONAL EQUITY PORTFOLIO

Investment Objective: The International Equity Portfolio seeks to provide a high
total return from a portfolio of equity securities of foreign corporations.

     LARGE CAP STOCK PORTFOLIO

Investment  Objective:  The Large Cap Stock Portfolio seeks to provide long-term
growth of capital and income.

     QUALITY BOND PORTFOLIO

Investment  Objective:  The Quality Bond Portfolio seeks to provide a high total
return consistent with moderate risk of capital and maintenance of liquidity.

     SELECT EQUITY PORTFOLIO

Investment  Objective:  The Select Equity  Portfolio seeks to provide  long-term
growth of capital and income.

     SMALL CAP STOCK PORTFOLIO

Investment  Objective:  The Small Cap Stock  Portfolio  seeks to  provide a high
total return from a portfolio of equity securities of small companies.

PORTFOLIOS MANAGED BY LORD, ABBETT & CO.:

     BOND DEBENTURE PORTFOLIO

Investment Objective: The Bond Debenture Portfolio seeks to provide high current
income and the  opportunity  for  capital  appreciation  to produce a high total
return.

     DEVELOPING GROWTH PORTFOLIO

Investment Objective:  The Developing Growth Portfolio seeks long-term growth of
capital  through a  diversified  and  actively-managed  portfolio  consisting of
developing growth companies, many of which are traded over the counter.

     LARGE CAP RESEARCH PORTFOLIO

Investment  Objective:  The Large Cap Research Portfolio seeks growth of capital
and growth of income  consistent  with  reasonable  risk. LORD ABBETT GROWTH AND
INCOME PORTFOLIO

Investment  Objective:  The Lord  Abbett  Growth and Income  Portfolio  seeks to
achieve long-term growth of capital and income without excessive  fluctuation in
market value.

     MID-CAP VALUE PORTFOLIO

Investment Objective: The Mid-Cap Value Portfolio seeks capital appreciation
through investments, primarily in equity securities, which are believed to be
undervalued in the marketplace.


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST, CLASS 1 SHARES:

Franklin  Templeton  Variable  Insurance  Products  Trust is a mutual  fund with
multiple portfolios.  Effective May 1, 2000 the portfolios of Templeton Variable
Products Series Fund were merged into similar  portfolios of Franklin  Templeton
Variable  Insurance  Products  Trust.  Each portfolio has two classes of shares:
Class 1 and Class 2. The portfolios  available in connection  with your contract
are Class 1 shares.  Franklin  Advisers,  Inc. is the investment adviser for the
Franklin Small Cap Fund, Franklin Mutual Advisers, LLC is the investment adviser
for the Mutual Shares Securities Fund, Templeton Investment Counsel, Inc. is the
investment  adviser  for  the  Templeton  International   Securities  Fund,  and
Templeton  Asset  Management  Ltd. is the  investment  adviser for the Templeton
Developing Markets Securities Fund. The following portfolios are available under
the contract:

     MUTUAL SHARES SECURITIES FUND (the surviving fund of the merger with Mutual
     Shares Investments Fund)

Investment  Objective and Principal  Investments:  The Fund's  principal goal is
capital  appreciation.  Its  secondary  goal  is  income.  Under  normal  market
conditions,  the Fund will  invest  at least  65% of its total  assets in equity
securities of companies that the manager believes are available at market prices
less  than  their  value  based on  certain  recognized  or  objective  criteria
(intrinsic value).

     FRANKLIN  SMALL CAP FUND (the  surviving  fund of the merger with  Franklin
     Small Cap Investments Fund)

Investment  Objective and Principal  Investments:  The Fund's investment goal is
long-term capital growth.  Under normal market conditions,  the Fund will invest
at  least  65%  of  its  total  assets  in  equity   securities  of  U.S.  small
capitalization (small cap) growth companies.

     TEMPLETON INTERNATIONAL SECURITIES FUND (formerly, Templeton International
          Fund)

Investment  Objective and Principal  Investments:  The Fund's investment goal is
long-term capital growth.  Under normal market conditions,  the Fund will invest
at least 65% of its total assets in the equity  securities of companies  located
outside the U.S., including in emerging markets.

     TEMPLETON   DEVELOPING   MARKETS   SECURITIES  FUND  (formerly,   Templeton
     Developing Markets Fund)

Investment   Objective:   The  Fund's   investment  goal  is  long-term  capital
appreciation.  Under normal market conditions, the Fund will invest at least 65%
of its total assets in emerging market equity securities. Emerging market equity
securities generally include equity securities that trade in emerging markets or
are issued by companies that derive revenue from goods or services produced,  or
that have their principal activities or assets in, emerging market countries.


     TEMPLETON GROWTH SECURITIES FUND (the surviving fund of the merger
          with Templeton Stock Fund)

Investment  Objective:  The Fund's  investment goal is long-term capital growth.
Under normal market  conditions,  the Fund will invest at least 65% of its total
assets  in  equity  securities  of  companies  located  anywhere  in the  world,
including in the U.S. and emerging markets.

GENERAL AMERICAN CAPITAL COMPANY
General American Capital Company is a mutual fund with multiple portfolios. Each
portfolio  is  managed  by  Conning  Asset  Management  Company.  The  following
portfolio is available under the contract:

     MONEY MARKET FUND

Investment Objective: The Money Market Fund's investment objective is to provide
investors  with  current  income  while   preserving   capital  and  maintaining
liquidity.  The Fund seeks to achieve this  objective by investing  primarily in
high-quality, short-term money market instruments. The Fund purchases securities
that meet the quality, maturity, and diversification  requirements applicable to
money market funds.

GOLDMAN SACHS VARIABLE INSURANCE TRUST:

Goldman  Sachs  Variable   Insurance  Trust  is  a  mutual  fund  with  multiple
portfolios.  Goldman Sachs Asset Management, a unit of the Investment Management
Division of  Goldman,  Sachs & Co.,  is the  investment  adviser for the Goldman
Sachs VIT Growth and Income Fund and Goldman Sachs VIT Internet  Tollkeeper Fund
and Goldman Sachs Asset Management  International is the investment  adviser for
the Goldman Sachs VIT International Equity Fund and the Goldman Sachs VIT Global
Income Fund. The following portfolios are available under the contract:

     GOLDMAN SACHS VIT GLOBAL INCOME FUND

Investment  Objective:  The Fund seeks a high total return,  emphasizing current
income,   and,  to  a  lesser  extent,   providing   opportunities  for  capital
appreciation.  The  Fund  invests  primarily  in a  portfolio  of  high  quality
fixed-income securities of U.S. and foreign issuers and enters into transactions
in foreign currencies.

     GOLDMAN SACHS VIT INTERNET TOLLKEEPER FUND

Investment  Objective:  The Fund seeks long-term growth of capital by investing,
under  normal  circumstances,  at  least  90%  of its  total  assets  in  equity
securities  and at  least  65% of its  total  assets  in  equity  securities  of
"Internet   Tollkeeper"   companies,   which  are   companies   in  the   media,
telecommunications,  technology  and  Internet  sectors  which  provide  access,
infrastructure, content and services to Internet companies and Internet users.

     GOLDMAN SACHS VIT GROWTH AND INCOME FUND

Investment Objective: The Fund seeks long-term growth of capital and growth of
income by investing in large capitalization U.S. stocks that are believed to
be undervalued or undiscovered in the marketplace.

     GOLDMAN SACHS VIT INTERNATIONAL EQUITY FUND

Investment Objective: The Fund seeks long-term capital appreciation by investing
primarily in equity securities of companies organized outside the United States
or whose securities are principally traded outside the United States.  The Fund
intends to invest in companies with public stock market capitalizations that are
larger than $1 billion at the time of investment.


KEMPER VARIABLE SERIES
Kemper Variable Series is a mutual fund with multiple portfolios. Scudder Kemper
Investments, Inc. is the investment adviser for the Kemper Government Securities
Portfolio,  the Kemper Small Cap Growth Portfolio and the Kemper Small Cap Value
Portfolio. The following portfolios are available under the contract:

     KEMPER GOVERNMENT SECURITIES PORTFOLIO

Investment Objective: Kemper Government Securities seeks high current return
consistent with preservation of capital.  The Portfolio pursues its objective
by investing at least 65% of its total assets in U.S. Government securities
and repurchase agreements of U.S. Government securities.

     KEMPER SMALL CAP GROWTH PORTFOLIO

Investment Objective: Kemper Small Cap Growth Portfolio seeks maximum
appreciation of investors' capital. The Portfolio pursues its objective by
investing at least 65% of its total assets in small capitalization stocks
similar in size to those companies comprising the Russell 2000 Index.  Many
of these companies would be in the early stages of their life cycle.  Equity
securities in which the Portfolio invests consist primarily of common stocks,
but may include convertible securities, including warrants and rights.

     KEMPER SMALL CAP VALUE PORTFOLIO

Investment Objective: Kemper Small Cap Value Portfolio seeks long-term capital
appreciation.  The Portfolio pursues its investment objective by investing
primarily in a diversified portfolio of the stocks of small U.S. companies,
which are those similar in size to those comprising the Russell 2000 Index and
that the investment manager believes to be undervalued.  Under normal market
conditions, the Portfolio invests at least 65% of its assets in small
capitalization stocks similar in size to those comprising the Russell 2000
Index.


LIBERTY VARIABLE INVESTMENT TRUST:
Liberty Variable Investment Trust is a mutual fund with multiple  portfolios.
Liberty Advisory Services Corp.  (LASC) is the investment  manager to the Trust.
LASC has  engaged  Newport  Fund  Management,  Inc.  as  sub-adviser  to provide
investment  advice for the Newport Tiger Fund,  Variable  Series.  The following
portfolio is available under the contract:

     NEWPORT TIGER FUND, VARIABLE SERIES

Investment  Objective:  The Fund seeks  long-term  capital  appreciation.  Under
normal  market  conditions,  the Fund  invests  primarily in stocks of companies
located in the nine Tiger  countries of Asia.  The Tigers of Asia are Hong Kong,
Singapore,  South Korea, Taiwan,  Malaysia,  Thailand,  Indonesia,  The People's
Republic of China and the Philippines.  The Fund typically  invests in stocks of
larger, well-established companies.

MFS VARIABLE INSURANCE TRUST:
MFS  Variable  Insurance  Trust  is a  mutual  fund  with  multiple  portfolios.
Massachusetts  Financial  Services  Company  is the  investment  adviser to each
portfolio. The following portfolios are available under the contract:

     MFS EMERGING GROWTH SERIES

Investment  Objective:  The Series' investment  objective is long term growth of
capital. The Series invests, under normal market conditions, at least 65% of its
total  assets in  common  stocks  and  related  securities  of  emerging  growth
companies.

     MFS GLOBAL GOVERNMENTS SERIES

Investment Objective: The Series' investment objective is to provide income
and capital appreciation.  The Series invests primarily in U.S. and foreign
government securities.

     MFS GROWTH WITH INCOME SERIES

Investment Objective: The Series' investment objective is to provide reasonable
current income and long-term growth of capital and income.  The Series invests,
under normal market conditions, at least 65% of its total assets in common
stocks and related securities.

     MFS HIGH INCOME SERIES

Investment  Objective:  The  Series'  investment  objective  is to provide  high
current income by investing  primarily in a professionally  managed  diversified
portfolio of fixed income securities, some of which may involve equity features.
The Series invests,  under normal market  conditions,  at least 80% of its total
assets in high yield fixed income  securities  which  generally  are lower rated
bonds  commonly known as junk bonds.  Junk bonds are subject to a  substantially
higher degree of risk than higher rated bonds.

     MFS RESEARCH SERIES

Investment  Objective:  The Series' investment  objective is long-term growth of
capital and future income.  The Series invests,  under normal market conditions,
at least 80% of its total assets in common stocks and related  securities,  such
as preferred stocks, convertible securities and depositary receipts.


OPPENHEIMER VARIABLE ACCOUNT FUNDS:

Oppenheimer  Variable  Account Funds is a mutual fund with multiple  portfolios.
OppenheimerFunds,  Inc.  is  the  investment  adviser  to  each  portfolio.  The
following portfolios are available under the contract:

     OPPENHEIMER BOND FUND/VA

Investment  Objective:  The  Fund's  main  objective  is to seek a high level of
current income. As a secondary  objective,  the Fund seeks capital  appreciation
when consistent with its primary objective.  Normally, the Fund invests at least
65% of its total assets in  investment-grade  debt securities,  U.S.  Government
securities and money market instruments.

     OPPENHEIMER CAPITAL APPRECIATION FUND/VA

Investment Objective: The Fund seeks capital appreciation by investing in
securities of well-known established companies.  The Fund invests mainly in
common stocks of established and well-known U.S. companies.

     OPPENHEIMER HIGH INCOME FUND/VA

Investment Objective: The Fund seeks a high level of current income from
investment in high-yield fixed income securities.  The Fund invests mainly
in a variety of high-yield fixed-income securities of domestic and foreign
issuers.

     OPPENHEIMER MAIN STREET GROWTH & INCOME FUND/VA

Investment Objective: The Fund's objective is to seek high total return (which
includes growth in the value of its shares as well as current income) from
equity and debt securities.  The Fund invests mainly in common stocks of U.S.
companies, and can also invest in other equity securities such as preferred
stocks and securities convertible into common stocks.

     OPPENHEIMER STRATEGIC BOND FUND/VA

Investment  Objective:  The Fund seeks a high level of current income.  The Fund
invests mainly in debt  securities of issuers in three market  sectors:  foreign
governments and companies, U.S. government securities and lower-grade high-yield
securities of U.S. companies.


PUTNAM VARIABLE TRUST:
Putnam Variable Trust is a  mutual  fund  with  multiple  portfolios.  Putnam
Investment  Management,  Inc. is the investment  adviser to each portfolio.  The
following portfolios are available under the contract:

     PUTNAM VT GROWTH AND INCOME FUND-CLASS IA SHARES

Investment Objective: The Fund seeks capital growth and current income.

     PUTNAM VT INTERNATIONAL GROWTH FUND-CLASS IA SHARES

Investment Objective: The Fund seeks capital appreciation.

     PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND-CLASS IA SHARES

Investment Objective: The Fund seeks long-term capital appreciation.

     PUTNAM VT NEW VALUE FUND-CLASS IA SHARES

Investment Objective: The Fund seeks long-term capital appreciation.

     PUTNAM VT VISTA FUND-CLASS IA SHARES

Investment Objective: The Fund seeks capital appreciation.

VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Variable Insurance Products Fund, Variable Insurance Products Fund II and
Variable Insurance Products Fund II are each a mutual fund with multiple
portfolios managed by Fidelity Management & Research Company.  The following
portfolios are available under the policy:

VARIABLE INSURANCE PRODUCTS FUND

     VIP GROWTH PORTFOLIO

Investment   Objective:   The  Growth   Portfolio   seeks  to  achieve   capital
appreciation.

      VIP EQUITY-INCOME PORTFOLIO

Investment Objective:  The Equity-Income  Portfolio seeks reasonable income. The
Fund will also consider the potential for capital appreciation.  The Fund's goal
is to  achieve a yield  which  exceeds  the  composite  yield on the  securities
comprising the S&P 500.

VARIABLE INSURANCE PRODUCTS FUND II

     VIP II CONTRAFUND(R) PORTFOLIO

Investment  Objective:  The  Contrafund(R)  Portfolio  seeks  long-term  capital
appreciation.

VARIABLE INSURANCE PRODUCTS FUND III

     VIP III GROWTH OPPORTUNITIES PORTFOLIO

Investment  Objective:  The  Growth  Opportunities  Portfolio  seeks to  provide
capital growth.

     VIP III GROWTH & INCOME PORTFOLIO

Investment Objective: The Growth & Income Portfolio seeks high total return
through a combination of current income and capital appreciation.


                           PROSPECTUS - VERSION B


                                 Flexible Premium Variable Life Insurance Policy

                                                                       issued by

                                                         COVA FINANCIAL SERVICES
                                                          LIFE INSURANCE COMPANY

                                                              COVA VARIABLE LIFE
                                                                     ACCOUNT ONE





This prospectus  describes the Flexible  Premium  Variable Life Insurance Policy
that we are offering.

We have designed the Policy for use in estate and retirement  planning and other
insurance needs of individuals.  The Policy provides for maximum  flexibility by
allowing  you to vary your  premium  payments  and to change  the level of death
benefits payable.

You, the policyowner,  have a number of investment choices in the Policy.  These
investment  choices  include  a  General  Account  as  well as the  following  6
Investment  Funds listed below which are offered  through our Separate  Account.
When you purchase a Policy,  you bear the complete  investment  risk. This means
that the Cash Value of your Policy may increase and decrease  depending upon the
investment performance of the Investment Fund(s) you select. The duration of the
Policy and,  under some  circumstances,  the death  benefit  will  increase  and
decrease depending upon investment performance.

General American Capital Company:

     Advisor: Conning Asset Management Company
         Money Market Fund


Russell Insurance Funds:

     Advisor: Frank Russell Investment
     Management Company
         Multi-Style Equity Fund
         Aggressive Equity Fund
         Non-U.S. Fund
         Real Estate Securities Fund
         Core Bond Fund


Please  read this  prospectus  before  investing  and keep it on file for future
reference. It contains important information about the Flexible Premium Variable
Life Insurance Policy.  The Securities and Exchange  Commission  maintains a Web
site  (http://www.sec.gov)  that contains information regarding registrants that
file electronically with the Commission.

The Policy:

o    is not a bank deposit.

o    is not federally insured.

o    is not endorsed by any bank or government agency.

The  Policy  is  subject  to  investment  risk.  You may be  subject  to loss of
principal.

The SEC has not  approved  the  Policy or  determined  that this  prospectus  is
accurate or complete. Any representation that it has is a criminal offense.

DATE: May 1, 2000



TABLE OF CONTENTS                                         Page

 SPECIAL TERMS

 SUMMARY
     The Variable Life Insurance Policy
     Purchases
     Investment Choices
     Expenses
     Death Benefit
     Taxes
     Access to Your Money
     Other Information
     Inquiries

PART I

  1. THE VARIABLE LIFE INSURANCE POLICY

  2. PURCHASES
     Application for a Policy
     Premiums
     Unscheduled Premiums
     Lapse and Grace Period
     Reinstatement
     Allocation of Premium
     Cash Value of Your Policy
     Method of Determining Cash Value of an Investment Fund
     Net Investment Factor
     Our Right to Reject or Return a Premium Payment

  3. INVESTMENT FUNDS
     Substitution and Limitations on Further Investments
     Transfers
     Dollar Cost Averaging
     Portfolio Rebalancing
     Approved Asset Allocation Programs

  4. EXPENSES
     Tax Charges
     Sales Charge
     Selection and Issue Expense Charge
     Monthly Policy Charge
     Monthly Cost of Insurance
     Charges for Additional Benefit Riders
     Mortality and Expense Risk Charge
     Surrender Charge
     Transaction Charges
     Investment Fund Expenses

  5. DEATH BENEFIT
     Change of Death Benefit
     Change in Face Amount

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

  7. ACCESS TO YOUR MONEY
     Policy Loans
     Loan Interest Charged
     Security
     Repaying Policy Debt
     Partial Withdrawals
     Pro-Rata Surrender
     Full Surrenders

  8. OTHER INFORMATION
     Cova
     Distribution
     The Separate Account
     Suspension of Payments or Transfers
     Ownership
     Adjustment of Charges

PART II

     Executive Officers and Directors
     Voting
     Disregard of Voting Instructions
     Legal Opinions
     Our Right to Contest
     Additional Benefits
     Federal Tax Status
        Introduction
        Diversification
        Tax Treatment of the Policy
        Policy Proceeds
        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  - Illustration of Policy Values




SPECIAL TERMS
We have tried to make this prospectus as readable and  understandable for you as
possible.  However,  by the very nature of the Policy certain technical words or
terms are  unavoidable.  We have identified some of these terms and provided you
with a definition.

Attained Age -- The Issue Age of the Insured plus the number of completed Policy
years.

Beneficiary -- The person(s) named in the application or by later designation to
receive Policy  proceeds in the event of the Insured's  death. A Beneficiary may
be changed as set forth in the Policy and this prospectus.

Cash Value -- The total of the  amounts  credited  to the Owner in the  Separate
Account, the General Account and the Loan Account.

Cash  Surrender  Value -- The Cash  Value of a Policy on the date of  surrender,
less any  Indebtedness,  less any unpaid  selection and issue expense charge due
for the  remainder  of the first  Policy year,  less any unpaid  monthly  Policy
charge due for the  remainder of the first Policy year,  and less any  surrender
charge.

Face Amount -- The minimum  death benefit under the Policy so long as the Policy
remains in force before the Insured's Attained Age 100.

General Account -- Our assets other than those allocated to the Separate Account
or any other separate account.

Indebtedness  -- The sum of all unpaid  Policy  loans and  accrued  interest  on
loans.

Insured -- The person whose life is insured under the Policy.

Investment  Funds --  Investments  within  the  Separate  Account  which we make
available under the Policy.

Investment  Start Date -- The date the initial premium is applied to the General
Account and/or the Investment Funds. This date is the later of the Issue Date or
the date the initial premium is received at our Service Office.

Issue Age -- The age of the  Insured at his or her  nearest  birthday  as of the
Issue Date.

Issue Date -- The date as of which insurance  coverage begins under a Policy. It
is also the date from  which  Policy  anniversaries,  Policy  years,  and Policy
months are measured. It is the Effective Date of coverage under the Policy.

Loan Account -- The account of Cova to which amounts  securing  Policy Loans are
allocated. The Loan Account is part of Cova's General Account.

Loan  Subaccount  -- A Loan  Subaccount  has been  established  for the  General
Account and for each  Investment  Fund.  Any Cash Value  transferred to the Loan
Account will be  allocated to the  appropriate  Loan  Subaccount  to reflect the
origin of the Cash Value.  At any point in time, the Loan Account will equal the
sum of all the Loan Subaccounts.

Monthly  Anniversary -- The same date in each succeeding month as the Issue Date
except  that  whenever  the  Monthly  Anniversary  falls on a date  other than a
Valuation Date, the Monthly  Anniversary will be deemed the next Valuation Date.
If any Monthly  Anniversary would be the 29th, 30th, or 31st day of a month that
does not have that number of days, then the Monthly Anniversary will be the last
day of that month.

Net Premium -- The premium paid,  less the premium tax charge,  less the Federal
tax charge, less the sales charge.

Owner  --  The  owner  of a  Policy,  as  designated  in the  application  or as
subsequently changed.

Policy -- The flexible  premium variable life insurance policy offered by us and
described in this prospectus.

Pro-Rata Surrender -- A requested reduction of both the Face Amount and the Cash
Value by a given percentage.

Separate  Account -- Cova  Variable  Life  Account  One,  a separate  investment
account  established  by Cova to receive and invest the Net Premiums  paid under
the Policy,  and certain other variable life  policies,  and allocated by you to
provide variable benefits.

Service  Office -- Cova  Financial  Services Life  Insurance  Company,  P.O. Box
66757, St. Louis, MO 63166-6757.

Target  Premium -- A premium  calculated  when a Policy is issued,  based on the
Insured's  age,  sex  (except in unisex  policies)  and risk  class.  The Target
Premium is used to  calculate  the first  year's  premium  expense  charge,  the
surrender charge, and agent compensation under the Policy.

Valuation Date -- Each day that the New York Stock  Exchange  (NYSE) is open for
trading and Cova is open for business.  Cova is open for business every day that
the NYSE is open for trading.

Valuation  Period  --  The  period  between  two  successive   Valuation  Dates,
commencing at the close of the NYSE (usually 4:00 p.m. Eastern Standard Time) on
a Valuation  Date and ending  with the close of the NYSE on the next  succeeding
Valuation Date.

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



SUMMARY

1. THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the Owner, and us,
an insurance company.  The Policy provides for the payment of a death benefit to
your  selected  Beneficiary  upon the death of the  person  Insured.  This death
benefit is distributed free from Federal income taxes. The Policy can be used as
part of your estate planning or used to save for retirement.  The Insured is the
person you choose to have insured under the Policy.  You, the Owner,  can be the
Insured, but you do not have to be.

The Policy  described in this  prospectus  is a flexible  premium  variable life
insurance policy. The Policy is "flexible" because:

o    the frequency and amount of premium payments can vary;

o    you can choose between death benefit options; and

o    you can change the amount of insurance coverage.

The Policy is "variable"  because the Cash Value of your Policy,  when allocated
to the Investment Funds, may increase or decrease  depending upon the investment
results of the selected  Investment  Funds. The duration of your Policy may vary
and, under certain circumstances, so may your death benefit.

So long as the Insured is alive, you can surrender the Policy for all or part of
its Cash Surrender Value. You may also obtain a Policy loan, using the Policy as
security. We will pay a death benefit when the Insured dies.

We make  available a number of riders to meet a variety of your estate  planning
needs. The minimum face amount of insurance that we offer is $50,000.



2. PURCHASES

You  purchase  the  Policy by  completing  the  proper  forms.  Your  registered
representative  can help you.  In some  circumstances,  we may  contact  you for
additional  information  regarding  the  Insured.  We may require the Insured to
provide us with medical records, physician's statement or a complete paramedical
examination.

The  minimum  initial  premium we accept is  computed  for you based on the Face
Amount  you  request.  The Policy is  designed  for the  payment  of  subsequent
premiums.  You can establish  planned annual  premiums.  The minimum  subsequent
premium that we accept is $10.



3. INVESTMENT CHOICES

You can put your money in our General Account or in any or all of the Investment
Funds.  A detailed  description  of  the  Investment  Funds,  their  investment
policies, restrictions,  risks, and charges is contained in the prospectuses for
each Investment Fund. You should read the prospectuses carefully.


4. EXPENSES

We make  certain  deductions  from your  premiums,  your Cash Value and from the
Investment  Funds.  These  deductions are made for taxes,  mortality and expense
risks,  administrative  expenses,  sales  charges,  the cost of  providing  life
insurance  protection  and for the  cost  associated  with  the  management  and
investment  operations of the Investment Funds.  These deductions are summarized
as follows:

o    Deductions from each premium payment.

Tax Charges. We currently deduct 1.3% of each premium payment to pay the Federal
tax charge.  We also deduct a Premium Tax Charge currently equal to 2.10% to pay
the state and local premium taxes.

Sales  Charge.  The Sales  Charge,  which is also  referred to as the percent of
premium charge, is determined as follows:

(1)  in the  first  Policy  year,  15% of the  amount  you pay up to the  Target
     Premium, and 5% of the amount you pay over the Target Premium;

(2)  in the 2nd through 10th Policy years, 5% of the actual premium you pay; and

(3)  in the 11th Policy year and later, 2% of the actual premium you pay.

o    Monthly deductions from your Cash Value.

Selection and Issue Expense Charge.  During the first 10 Policy years, we assess
a charge of up to 1% per $1000 of Face Amount.  This charge varies by Issue Age,
risk class and sex (except in unisex policies) of the Insured.

Monthly  Policy  Charge.  This  charge  is equal to $25 per  month for the first
Policy year,  and $6 per Policy month  thereafter.  This amount is deducted from
the Cash Value of your  Policy on the  Investment  Start  Date and each  Monthly
Anniversary date.

Monthly Cost of Insurance.  This amount is deducted monthly from your Cash Value
on the Investment  Start Date and each Monthly  Anniversary  date. The amount of
the deduction varies with the age, sex (except in unisex  policies),  risk class
of the Insured, duration and the amount of death benefit at risk.

Charges for Additional  Benefit Riders.  On each Monthly  Anniversary  date, the
amount of the charge,  if any, for  additional  benefit  riders is determined in
accordance  with  the  rider  and is shown  on the  specifications  page of your
Policy.

o    Deductions from the Investment Funds.

Mortality and Expense Risk Charge. This risk charge is guaranteed not to exceed,
on an annual basis,  0.55% of the average value of each of your Investment Funds
and is deducted each Valuation Date.

The current  risk charge  depends on the number of years your Policy has been in
force and is as follows:

     Years       Daily Charge Factor        Annual Equivalent
    --------     --------------------     -------------------

     1-10         .0015027%                 0.55%

     11-20        .0012301%                 0.45%

     21+          .0009572%                 0.35%

This deduction is guaranteed  not to increase  while the Policy is in force.  We
will not increase the  mortality and expense risk charge to .55% in years 11 and
beyond.


<TABLE>
<CAPTION>
Investment Fund Expenses
Annual Fund Operating Expenses (as a percentage of average net assets)


                                                                   Management            Other Fund Expenses     Total Annual
Investment Funds                                                      Fees                                       Fund Expenses
                                                               (after reimbursement                          (after reimbursement
                                                            and/or waivers as noted)                       and/or waivers as noted)


- ------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Advisor: Conning Asset Management Company
<S>                                                                  <C>                      <C>                    <C>
       Money Market Fund                                             0.125%                   0.08%                  0.205%
- ------------------------------------------------------------------------------------------------------------------------------


Russell Insurance Funds*
Advisor: Frank Russell Investment Management Company
       Multi-Style Equity Fund                                        0.77%                   0.15%                  0.92%
       Aggressive Equity Fund                                         0.86%                   0.39%                  1.25%
       Non-U.S. Fund                                                  0.75%                   0.55%                  1.30%
       Real Estate Securities Fund                                    0.85%                   0.30%                  1.15%
       Core Bond Fund                                                 0.54%                   0.26%                  0.80%
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
* The manager of Russell Insurance Funds, Frank Russell Investment Management
Company, has contractually agreed to waive, at least until April 30, 2001, a
portion of the management fee, up to the full amount of that fee, equal to
the amount by which the Fund's total operating expenses exceed the amounts
set forth above under "Total Annual Fund Expenses" and to reimburse the
Fund for all remaining expenses, after fee waivers which exceed the amount
set forth above for each Fund under "Total Annual Fund Expenses." Absent
such waiver and reimbursement, the management fees and total operating
expenses would be .78% and .93% for the Multi-Style Equity Fund; .95% and
1.34% for the Aggressive Equity Fund; .95% and 1.50% for the Non-U.S. Fund;
and .60% and .66% for the Core Bond Fund.
</FN>
</TABLE>


o    Deductions for surrenders, partial withdrawals and transfers.

Surrender  Charge.  A  Surrender  Charge may be deducted in the event you make a
full or partial  withdrawal of your Policy.  If you surrender your Policy or let
it lapse during the first ten Policy years,  we will keep part of the Cash Value
of your Policy to help us recover the costs of selling and issuing the Policy.

The Surrender Charge is 45% of the Target Premium if you surrender the Policy or
let it lapse during the first five Policy years.  Afterwards,  the amount of the
Surrender  Charge goes down each  month.  After the 10th Policy year there is no
charge. A Surrender Charge will apply to any decrease in Face Amount.

There is a table in your Policy that shows the amount of the Target  Premium and
the percentage of the Surrender Charge for each month.

If you make a partial  withdrawal  from your Policy,  we will charge a pro-rated
portion of the  Surrender  Charge.  There may also be a Partial  Withdrawal  Fee
charged.

Partial  Withdrawal  Fee and Transfer  Fee. The first 12 requested  transfers or
partial  withdrawals in a Policy year are free.  For each partial  withdrawal or
transfer  in excess of 12 in a Policy  year,  there is a fee  assessed  which is
currently equal to $25.



5. DEATH BENEFIT

The amount of the death benefit depends on:

o    the Face Amount of your Policy;

o    the death benefit option in effect at the time of the Insured's death; and

o    under some circumstances the Cash Value of your Policy.

There are three death benefit options: Option A, Option B and Option C. If death
benefit  Option A is in effect,  the death  benefit is the greater of your total
Face  Amount  in  effect  or the Cash  Value of your  Policy  on the date of the
Insured's  death  multiplied by the applicable  factor.  Under this option,  the
amount of the death benefit is fixed, except when we use the factor to determine
the benefit percentage.

If death benefit Option B is in effect, the death benefit is the greater of your
total  Face  Amount in effect  plus the Cash Value of your  Policy,  or the Cash
Value of your Policy multiplied by the applicable factor. Under this option, the
amount of the death  benefit is  variable  (but will never be less than the Face
Amount).

If death benefit Option C is in effect, the death benefit is the greater of your
total Face  Amount in effect or the Cash Value  multiplied  by an  Attained  Age
factor.

So long as the Policy remains in force, prior to the Insured's Attained Age 100,
the minimum death benefit will be at least the current Face Amount.

Under certain  circumstances you can change death benefit options.  You can also
change the Face Amount under certain circumstances.

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 Policy has been designed to comply with the definition of life insurance in
the Internal Revenue Code. As a result, the death proceeds paid under the Policy
should be excludable from the gross income of your Beneficiary.  However, estate
taxes may apply.  Any  earnings in your Policy are not taxed until you take them
out. The tax treatment of the loan  proceeds and surrender  proceeds will depend
on  whether  the  Policy is  considered  a Modified  Endowment  Contract  (MEC).
Proceeds  taken out of a MEC are  considered to come from earnings first and are
includible in taxable income.  If you are younger than 591/2 when you take money
out of a MEC,  you may also be  subject  to a 10%  federal  tax  penalty  on the
earnings withdrawn.



7. ACCESS TO YOUR MONEY

You can terminate your Policy at any time during the lifetime of the Insured and
we will pay you the Cash Surrender Value of your Policy.  At any time during the
Insured's lifetime and before the Policy has terminated, you may withdraw a part
of your Cash Value subject to the requirements of the Policy. When you terminate
your  Policy  or make a partial  withdrawal,  a  surrender  charge  and  partial
withdrawal fee may be assessed.

You can also borrow against the Cash Value of your Policy.



8. OTHER INFORMATION

Free Look.  You can cancel  the Policy  within 20 days after you  receive it (or
whatever  period is  required in your state) or the 45th day after you sign your
application, whichever period ends later. We will refund all premiums paid (or
whatever amount is required in your state). Upon completion of the  underwriting
process,  we will  allocate  your  initial Net Premium to the Money Market Fund
until the reallocation  date, which occurs upon the expiration of the free look
period. After that, we will invest your Policy's Cash Value and any subsequent
premiums as you requested.

Who Should  Purchase  the Policy?  The Policy is designed  for  individuals  and
businesses  that  have a need  for  death  protection  but who  also  desire  to
potentially  increase the values in their  policies  through  investment  in the
Investment Funds. The Policy offers the following to individuals:

o    create or conserve one's estate;

o    supplement retirement income; and

o    access to funds 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 the Insured.

Additional Features. The following additional features are offered:

o    you can arrange to have a regular amount of money automatically transferred
     from the  Money  Market  Fund to  selected  Investment  Funds  each  month,
     theoretically  giving  you a lower  average  cost per unit over time than a
     single one time purchase. We call this feature Dollar Cost Averaging.

o    you  can  arrange  to  automatically   readjust  your  Cash  Value  between
     Investment  Funds  periodically to keep the allocation you select.  We call
     this feature Portfolio Rebalancing.

o    we also  offer a  number  of  additional  riders  that are  common  to life
     insurance policies.

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



9. INQUIRIES

If you need more information about purchasing a Policy, please contact us at:

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

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

   Cova Financial Services Life Insurance Company
   P.O. Box 66757
   St. Louis, MO 63166-6757
   (877) 357-4419

PART I

1.   THE VARIABLE LIFE INSURANCE POLICY

The variable life insurance Policy is a contract between you, the Owner, and us,
an insurance  company.  This kind of Policy is most commonly used for retirement
planning and/or estate planning.

The Policy  provides for life insurance  coverage on the Insured.  It has a Cash
Value,  a  death  benefit,   surrender   rights,   loan   privileges  and  other
characteristics  associated  with  traditional  and  universal  life  insurance.
However, since the Policy is a variable life insurance Policy, the value of your
Policy will increase or decrease depending upon the investment experience of the
Investment  Funds you choose.  The  duration or amount of the death  benefit may
also vary  based on the  investment  performance  of the  underlying  Investment
Funds.  To the  extent  you select  any of the  Investment  Funds,  you bear the
investment  risk.  If your Cash  Value less any loans,  loan  interest  accrued,
unpaid selection and issue charge due for the remainder of the first Policy year
and, if surrender charges and any Partial  Withdrawal Fee is insufficient to pay
the monthly deductions, the Policy may terminate.

Because the Policy is like traditional and universal life insurance, it provides
a death benefit which is paid to your named Beneficiary.  When the Insured dies,
the death proceeds are paid to your Beneficiary  which should be excludable from
the gross income of the  Beneficiary.  The tax-free  death proceeds make this an
excellent  way to  accumulate  money  you do not  think  you  will  use in  your
lifetime.  It is also a tax-efficient way to provide for those you leave behind.
If you need access to your money,  you can borrow from the Policy,  make a total
surrender or a partial withdrawal.



2.   PURCHASES


Application for a Policy
In order to  purchase  a  Policy,  you must  submit  an  application  to us that
requests  information about the proposed Insured. In some cases, we will ask for
additional information. We may request that the proposed Insured provide us with
medical  records,  a  physician's  statement or possibly  require  other medical
tests.


Premiums
Before coverage  begins under a Policy,  the application and the premium must be
in good order as determined by our administrative  rules. You may receive a copy
of a Policy before that time for examination but there will be no coverage. Each
premium  after the  initial  premium  must be at least  $10.  The  Policy is not
designed for  professional  market  timing  organizations,  other  entities,  or
persons using programmed, large, or frequent transfers.

You can  establish  a schedule  of planned  premiums.  We will send you  billing
notices for these premium payments. A failure to pay such a premium payment will
not itself cause the Policy to lapse.


Unscheduled Premiums
You can make  additional  unscheduled  premium  payments  at any time  while the
Policy is in force.  However,  in order to preserve the  favorable tax status of
the Policy,  we may limit the amount of the premiums and may return any premiums
that exceed the limits stated under the Internal Revenue Code.

If Cova  receives  a premium  payment  which  would  cause the death  benefit to
increase by an amount that exceeds the Net Premium portion of the payment,  then
Cova reserves the right to:

o    refuse that premium payment; or

o    require additional evidence of insurability before it accepts the premium.


Lapse and Grace Period
During  the  first 5  Policy  years,  your  Policy  will  not  lapse if the Cash
Surrender Value of your Policy is insufficient to pay for the monthly deductions
when:

o    the  sum  of all  premiums  paid  on the  Policy  (reduced  by any  partial
     withdrawals and any outstanding  loan balance) is at least equal to the sum
     of the No Lapse  Monthly  Premiums  for the elapsed  months since the Issue
     Date.

The No Lapse Monthly Premium amount is found on the specifications  page of your
Policy.  This  amount may be modified  if you change  your Face  Amount,  make a
change in the premium class of the Insured  within 5 years of the Issue Date, or
if there is an addition or deletion of a rider.

Lapse will occur if:

o    the Cash Surrender  Value is not sufficient to cover the monthly  deduction
     (except for reasons stated above);

o    the sum of all the  premiums  you paid  into  the  Policy  (reduced  by any
     partial  withdrawal  or any  outstanding  loan balance) is less than the No
     Lapse Monthly Premium; and

o    a grace period expires without a sufficient premium payment.

When a Policy is about to terminate, the Policy provides a grace period in order
for you to make a premium  payment or a loan  repayment  to keep your  Policy in
force. The grace period,  which is 62 days, begins on the Monthly Anniversary on
which  the Cash  Surrender  Value  is  insufficient  to meet  the  next  monthly
deduction.  We will notify you by mail of the amount of additional  premium that
must be paid to keep the  Policy  from  terminating.  If we do not  receive  the
required  amount  within the grace  period,  the Policy will lapse and terminate
without Cash Value.  If your Policy was issued in Florida, the grace period
provision may be different.  Please refer to your Policy.

If the Insured dies during the grace period, any overdue monthly deductions will
be deducted from the death benefit otherwise payable.


Reinstatement
If your Policy terminated at the end of a grace period,  you can request that we
reinstate it (restore your insurance  coverage) anytime within 5 years after its
termination. To reinstate your Policy you must:

o    submit a written request for reinstatement;

o    submit proof  satisfactory to us that the Insured is still insurable at the
     risk class that applies for the latest Face Amount portion then in effect;

o    pay a Net Premium  large enough to cover the monthly  deductions  that were
     due at the time of lapse and 2 times the monthly  deduction due at the time
     of reinstatement; and

o    pay an amount large enough to cover any loan interest due and unpaid at the
     time of lapse.

The  reinstatement  date is the  date on or  following  the day we  approve  the
application   for   reinstatement.   The  Cash  Value  of  your  Policy  on  the
reinstatement date is equal to:

o    the amount of any Policy loan reinstated;

o    increased by the Net Premiums paid at  reinstatement,  any Policy loan paid
     at the time of  reinstatement,  and the amount of any surrender charge paid
     at the time of lapse.

The Policy may not be  reinstated if it has been  surrendered  or if the Insured
dies before the  reinstatement  date. There will be a full monthly deduction for
the Policy month which includes the reinstatement date.


Allocation of Premium
When we receive a premium from you, we deduct:

o    a Tax Charge for premium taxes and Federal taxes; and

o    a Sales Charge.

The  premium  less these  charges is referred  to as the Net  Premium.  Your Net
Premium is  allocated  to the General  Account or one or more of the  Investment
Funds, as selected by you.

When we issue you a Policy,  we  automatically  allocate your initial premium to
the Money Market Fund. Once the free look period expires, the Cash Value of your
Policy is  allocated  to the  General  Account  and/or the  Investment  Funds in
accordance with your  selections  requested in the  application.  For any chosen
allocation,  the  minimum  percentage  that  may be  allocated  is 5% of the Net
Premium and the  percentages  must be in whole numbers.  This  allocation is not
subject to the transfer fee  provision.  However,  we reserve the right to limit
the number of selections that you may invest in at any one time.


Cash Value of Your Policy
The Cash  Value  equals  the sum of the  amounts  in the  General  Account,  the
Investment Funds you have selected, and the Loan Account.


Method of Determining Cash Value of an Investment Fund
The  value of your  Policy  will go up or down  depending  upon  the  investment
performance of the Investment  Fund(s) you choose and the charges and deductions
made against your Policy.

The Cash Value of the Investment Funds is determined for each Valuation  Period.
When we apply your initial premium to an Investment  Fund, the Cash Value equals
the Net Premium allocated to the Investment Fund, minus the monthly deduction(s)
due from the Issue Date through the Investment Start Date.  Thereafter,  on each
Valuation Date, the Cash Value in an Investment Fund will equal:

(1)  The Cash Value in the  Investment  Fund on the  preceding  Valuation  Date,
     multiplied by the Investment  Fund's Net Investment  Factor (defined below)
     for the current Valuation Period; plus

(2)  Any Net Premium payments received during the current Valuation Period which
     are allocated to the Investment Fund; plus

(3)  Any loan  repayments  allocated to the  Investment  Fund during the current
     Valuation Period; plus

(4)  Any amounts  transferred to the Investment Fund from the General Account or
     from another Investment Fund during the current Valuation Period; plus

(5)  That  portion  of the  interest  credited  on  outstanding  loans  which is
     allocated to the Investment Fund during the current Valuation Period; minus

(6)  Any amounts  transferred  from the Investment Fund to the General  Account,
     Loan Account,  or to another  Investment Fund during the current  Valuation
     Period (including any transfer charges); minus

(7)  Any  partial  withdrawals  from the  Investment  Fund  during  the  current
     Valuation Period; minus

(8)  Any withdrawal due to a Pro-Rata  Surrender from the Investment Fund during
     the current Valuation Period; minus

(9)  Any withdrawal or surrender  charges incurred during the current  Valuation
     Period  attributed  to the  Investment  Fund in  connection  with a partial
     withdrawal or Pro-Rata Surrender; minus

(10) If a Monthly  Anniversary  occurs during the current Valuation Period,  the
     portion of the monthly  deduction  allocated to the Investment  Fund during
     the current  Valuation Period to cover the Policy month which starts during
     that Valuation Period.


Net Investment Factor
The Net Investment  Factor measures the investment  performance of an Investment
Fund during a Valuation  Period.  The Net Investment  Factor for each Investment
Fund for a Valuation Period is calculated as follows:

(1)  The value of the assets at the end of the preceding Valuation
     Period; plus

(2)  The investment income and capital gains,  realized or unrealized,  credited
     to the assets in the Valuation  Period for which the Net Investment  Factor
     is being determined; minus

(3)  The capital  losses,  realized or unrealized,  charged against those assets
     during the Valuation Period; minus

(4)  Any amount charged against each  Investment  Fund for taxes,  including any
     tax or other economic burden resulting from the application of the tax laws
     determined by us to be properly  attributable  to the Investment  Funds, or
     any amount set aside  during the  Valuation  Period as a reserve  for taxes
     attributable to the operation or maintenance of each Investment Fund; minus

(5)  The  mortality and expense risk charge equal to a percentage of the average
     net assets for each day in the Valuation Period. This charge, for mortality
     and expense risks,  is determined by the length of time the Policy has been
     in force. It will not exceed the amounts shown in the following table:

        Policy           Percentage of        Effective
        Years            Avg. Net Assets      Annual Rate
       ---------         ----------------    ----------------
        1-10              0.0015027             0.55%

        11-20             0.0012301             0.45%

        21+               0.0009572             0.35%

     divided by

(6)  The value of the assets at the end of the preceding Valuation Period.


Our Right to Reject or Return a Premium Payment
In order to receive the tax  treatment  for life  insurance  under the  Internal
Revenue Code (Code), a Policy must initially  qualify and continue to qualify as
life insurance under the Code. To maintain this qualification,  we have reserved
the right under the Policy to return any premiums paid which we have  determined
will cause the Policy to fail as life insurance.  We also have the right to make
changes in the Policy or to make a distribution  to the extent we determine this
is  necessary  to  continue  to  qualify  the  Policy  as life  insurance.  Such
distributions may have current income tax consequences to you.

If  subsequent  premiums  will cause your Policy to become a Modified  Endowment
Contract (MEC) we will contact you prior to applying the premium to your Policy.
If you elect to have the premium  applied,  we require that you  acknowledge  in
writing that you understand the tax  consequences  of a MEC before we will apply
the premiums.



3.   INVESTMENT FUNDS

There are currently 6 Investment  Funds  available in connection with the Policy
we are  offering  here.  The  Investment  Funds are  offered  through one of two
open-end,  diversified management investment companies: General American Capital
Company and Russell Insurance Funds.

Purchasers should read this prospectus and the prospectuses for the above-listed
investment companies carefully before investing.

The  following  is a list  of  the  Investment  Funds  and  investment  managers
available under the Policy:


GENERAL AMERICAN CAPITAL COMPANY
   Advisor: Conning Asset Management Company
   Money Market Fund


RUSSELL INSURANCE FUNDS
   Advisor: Frank Russell Investment Management Company
   Multi-Style Equity Fund
   Aggressive Equity Fund
   Non-U.S. Fund
   Real Estate Securities Fund
   Core Bond Fund

The investment objective and policies of certain of the Investment Funds are
similar to the investment objectives and policies of other mutual funds that
certain of the investment advisers manage.  Although the objectives and policies
may be similar, the investment results of the Investment Funds may be higher or
lower than the results of such other mutual funds.  The investment advisers
cannot guarantee, and make no representation, that the investment results of
similar funds will be comparable even though the funds have the same investment
advisers.

A fund's  performance  may be  affected by risks  specific  to certain  types of
investments, such as foreign securities, derivative investments,  non-investment
grade  debt  securities,  initial  public  offerings  (IPOs) or  companies  with
relatively small market  capitalizations.  IPOs and other investment  techniques
may have a magnified  performance  impact on a fund with a small  asset base.  A
fund may not experience similar performance as its assets grow.

Shares of the  Investment  Funds  may be  offered  in  connection  with  certain
variable annuity contracts and variable life insurance  policies of various life
insurance  companies  which  may  or may  not be  affiliated  with  us.  Certain
Investment Funds may also be sold directly to qualified plans. The Funds believe
that offering their shares in this manner will not be disadvantageous to you.

We may enter into  certain  arrangements  under which we are  reimbursed  by the
Investment   Funds'   advisers,   distributors   and/or   affiliates   for   the
administrative services which we provide to the Funds.

Substitution and Limitations on Further Investments
We may  substitute  one of the  Investment  Funds you have selected with another
Investment  Fund.  We  will  not do  this  without  the  prior  approval  of the
Securities and Exchange  Commission.  We may also limit further investment in an
Investment Fund. We will give you notice of our intention to do this.



Transfers
At your  request,  we will transfer  amounts in your Policy from any  Investment
Fund to another  Investment Fund, or to and from the General Account (subject to
restrictions).  The minimum  amount that can be transferred is the lesser of the
minimum  transfer amount  (currently  $500), or the total value in an Investment
Fund  or  the  General  Account.  You  can  make  twelve  transfers  or  partial
withdrawals in a Policy year without charge.  We currently charge a transfer fee
of $25 for additional transfers in a Policy year.

You cannot make a transfer out of our General  Account in the first Policy year.
The maximum amount you can transfer from the General  Account in any Policy year
after the 1st is the greater of:

(a)  25% of a  Policy's  Cash  Surrender  Value in the  General  Account  at the
     beginning of the Policy year; or

(b)  the previous Policy year's General Account maximum withdrawal amount not to
     exceed the total Cash Surrender Value of the Policy.

Transfers  resulting  from Policy  loans will not be counted for purposes of the
limitations on the amount or frequency of transfers allowed in each Policy year.

We have not designed this Policy or the underlying  Investment  Funds for use by
professional  market  timing  organizations,  other  entities,  or persons using
programmed,  large, or frequent transfers. If it appears that there is a pattern
of exchanges that coincides with a "market  timing"  strategy and are disruptive
to the  Investment  Funds,  the transfer will be refused.  Policies under common
ownership or control may be aggregated for purposes of transfer limits.  We will
coordinate  with the Fund managers to restrict the transfer  privilege or reject
any specific premium  allocation  request for any person,  if, in the Investment
Fund  manager's  judgment,  the  Investment  Fund  would  be  unable  to  invest
effectively in accordance with its investment  objectives and policies, or would
otherwise potentially be adversely affected.

Although we currently intend to continue to permit transfers for the foreseeable
future, the Policy provides that we may at any time revoke, modify, or limit the
transfer privilege.


Dollar Cost Averaging
Dollar cost  averaging  is a program  which  enables  you to allocate  specified
dollar amounts from the Money Market Fund to other Investment Funds on a monthly
basis. By allocating  amounts on a monthly basis, you may be less susceptible to
the impact of market fluctuations.

The minimum transfer amount is $100. The minimum amount that can be allocated to
an Investment Fund is 5% of the amount transferred. You can elect to participate
in this  program at any time by properly  completing  the dollar cost  averaging
election form.

Dollar cost averaging will terminate when any of the following occurs:

1)   the value of the Money Market Fund is completely depleted; or

2)   you request termination in writing.

There is no current charge for dollar cost averaging but we reserve the right to
charge  for this  program  in the  future.  Transfers  made  under  dollar  cost
averaging do not count against the total of 12 transfers  allowed without charge
in a Policy year. Dollar cost averaging cannot be used  simultaneously  with the
portfolio rebalancing program.


Portfolio Rebalancing
Over  time,  the funds in the  General  Account  and the  Investment  Funds will
accumulate at different rates as a result of different  investment returns.  You
may  direct us to  automatically  restore  the  balance of the Cash Value in the
General  Account and in the Investment  Funds to the  percentages  determined in
advance.  There  are two  methods  of  rebalancing  available  --  periodic  and
variance.

Periodic  Rebalancing.  Under  this  option  you  elect  a  frequency  (monthly,
quarterly,  semiannually or annually),  measured from the Policy anniversary. On
each date elected, we will rebalance the Investment Funds and/or General Account
to  reallocate  the Cash  Value  according  to the  investment  percentages  you
elected.

Variance  Rebalancing.  Under  this  option  you  elect  a  specific  allocation
percentage  for the General  Account  and each  Investment  Fund.  For each such
account, the allocation  percentage (if not zero) must be a whole percentage and
must not be less than five percent. You also elect a maximum variance percentage
(5%, 10%, 15%, or 20% only),  and can exclude  specific  Investment Funds and/or
the General Account from being rebalanced.  On each Monthly  Anniversary we will
review the current balances to determine  whether any Investment Fund balance is
outside of the variance  range  (either  above or below) as a percentage  of the
specified  allocation  percentage.  If any  Investment  Fund is  outside  of the
variance  range,  we will  generate  transfers to rebalance all of the specified
Investment   Funds  and/or  the  General  Account  back  to  the   predetermined
percentages.

Transfers  resulting from portfolio  rebalancing will not be counted against the
total number of transfers allowed in a Policy year before a charge is applied.

You may elect either  method of portfolio  rebalancing  by  specifying it on the
Policy application,  or may elect it later for an in force Policy, or may cancel
it, by submitting a change form acceptable to us.

We reserve the right to suspend  portfolio  rebalancing at any time on any class
of policies on a nondiscriminatory basis, or to charge an administrative fee for
election  changes in excess of a specified number in a Policy year in accordance
with  our   administrative   rules.   Portfolio   rebalancing   cannot  be  used
simultaneously with the dollar cost averaging program.


Approved Asset Allocation Programs
We recognize the value to certain  Owners of having  available,  on a continuous
basis,  advice for the  allocation  of their  money among the  Investment  Funds
available  under the Policy.  Certain  providers of these types of services have
agreed to provide such services to Owners in accordance with our  administrative
rules regarding such programs.

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

Even though we permit 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 Funds,
and  should we 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  transaction
charges.



4.   EXPENSES

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


Tax Charges
There are charges for Federal taxes, and state and local premium taxes which are
deducted from each premium payment.  The Federal tax charge is currently 1.3% of
each premium. The premium tax charge is currently 2.10% of premium payments.  If
the tax rates change, we may change the amount of the deduction to cover the new
rate.


Sales Charge
A sales  charge  will  be  deducted  from  each  premium  payment  to  partially
compensate  us  for  expenses  incurred  in  distributing  the  Policy  and  any
additional  benefits  provided by riders.  We currently intend to deduct a sales
charge determined according to the following schedule:

   Policy Year 1:     15% of premium up to Target Premium; 5%
                      of premium above Target Premium
   Policy Years 2-10: 5% of all premium paid
   Policy Years 11+:  2% of all premium paid

For  Policies  issued  in the  state of  Oregon,  the  amounts  shown  above are
increased  by 2%. The  guaranteed  sales charge  varies for  Policies  issued in
Texas.  As of the date of this  prospectus,  the current  sales charge for Texas
Policies is the same as shown above.

The expenses  covered by the sales charge include agent sales  commissions,  the
cost of printing  prospectuses and sales literature,  and any advertising costs.
Where Policies are issued to Insureds with higher mortality risks or to Insureds
who have  selected  additional  insurance  benefits,  a  portion  of the  amount
deducted  for the sales  charge is used to pay  distribution  expenses and other
costs associated with these additional coverages.

To the extent that sales  expenses are not  recovered  from the sales charge and
the  surrender  charge,  those  expenses  may be recovered  from other  sources,
including the mortality and expense risk charge described below.


Selection and Issue Expense Charge
During the first ten Policy years, we generally  assess a monthly  selection and
issue expense charge to cover the costs  associated  with the  underwriting  and
issue of the Policy.  The monthly  charge per $1,000 of Face Amount  ranges from
approximately  4 cents to one dollar,  and varies by Issue Age, risk class,  and
(except on unisex  Policies) sex of the Insured.  For Policies  issued in Texas,
the  guaranteed  selection and issue expense charge is level for the life of the
Policy to ensure compliance with the Texas non-forfeiture laws.


Monthly Policy Charge
We deduct a monthly Policy charge on the Investment  Start Date and each Monthly
Anniversary  date.  The  charge is equal to $25 per  Policy  month for the first
Policy year.  Thereafter,  it is $6 per Policy month  guaranteed not to increase
while the Policy is in force.

The charge  reimburses  us for expenses  incurred in the  administration  of the
Policies.  Such  expenses  include:  confirmations,  annual  reports and account
statements,  maintenance  of Policy  records,  maintenance  of Separate  Account
records,  administrative  personnel costs, mailing costs, data processing costs,
legal fees,  accounting fees, filing fees, the costs of other services necessary
for policyowner servicing and all accounting, valuation, regulatory and updating
requirements.


For Policies issued in Texas, the Selection and Issue Expense charge and
monthly policy charge together cannot exceed $10 per month after the Insured
attains age 100.


Monthly Cost of Insurance Charge
This charge  compensates  us for the insurance  coverage we provide in the month
following the charge. The monthly cost of insurance charge for each Policy month
equals the total of the  insurance  risk  charges for the Policy  month for each
Face Amount portion then in effect.

The monthly cost of insurance charge is deducted on each Monthly Anniversary for
the following  Policy month.  The monthly cost of insurance charge is determined
in a manner that reflects the anticipated  mortality of the Insured and the fact
that the death  benefit is not payable  until the death of the Insured.  Because
the monthly cost of insurance  charge  depends upon a number of  variables,  the
charge will vary for each Policy month.  We will determine the cost of insurance
charge by multiplying  the applicable cost of insurance rate or rates by the net
amount at risk (defined below) for each Policy month.

The monthly  cost of insurance  rates are  determined  at the  beginning of each
Policy year. The rates will be based on the Attained Age, duration,  rate class,
and (except for unisex  policies) sex of the Insured at issue.  The monthly cost
of insurance rates generally increase as the Insured's Attained Age increases.

The rate class of an Insured  also will affect the cost of insurance  rate.  For
the initial  Face Amount,  we will use the rate class on the Issue Date.  If the
death benefit equals a percentage of Cash Value,  an increase in Cash Value will
cause an  automatic  increase  in the  death  benefit.  The rate  class for such
increase will be the same as that used for the initial Face Amount.

We currently  place the Insured  into a preferred  rate class,  a standard  rate
class, or into rate classes involving a higher mortality risk.

Actual monthly cost of insurance  rates may change,  and the actual monthly cost
of insurance  charge will be  determined by us based on our  expectations  as to
future mortality experience. However, the actual monthly cost of insurance rates
will not be greater than the guaranteed cost of insurance rates set forth in the
Policy.  For Policies which are not in a substandard  risk class, the guaranteed
cost of  insurance  rates  are  equal  to 100% of the  rates  set  forth  in the
male/female  smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and
SA and 1980 CSO Tables NG and SG for sex distinct  policies and policies  issued
in qualified  pension plans,  and 1980 CSO Tables NA and SA for unisex  policies
issued in compliance  with Montana law).  All Policies are based on the Attained
Age of the Insured.  Higher rates apply if the Insured is  determined to be in a
substandard risk class.

In two otherwise identical policies, an Insured in the preferred rate class will
have a lower cost of insurance than an Insured in a rate class involving  higher
mortality risk. Each rate class is also divided into two categories: smokers and
nonsmokers.  Non-smoker  Insureds will generally incur a lower cost of insurance
than similarly situated Insureds who smoke.  (Insureds under Attained Age 20 are
automatically assigned to the non-smoker rate class.)

The net amount at risk for a Policy month is:

(1)  the death benefit at the beginning of the Policy month divided by 1.0032737
     (which reduces the net amount at risk, solely for purposes of computing the
     cost of insurance,  by taking into account assumed  monthly  earnings at an
     annual rate of 4%); less

(2)  the Cash Value at the beginning of the Policy month.

In calculating the monthly cost of insurance charges, the cost of insurance rate
for a Face Amount is applied to the net amount at risk for that Face Amount.


Charges for Additional Benefit Riders
The amount of the charge,  if any,  each  Policy  month for  additional  benefit
riders  is  determined  in  accordance  with  the  rider  and  is  shown  on the
specifications page of your Policy.


Mortality and Expense Risk Charge
We will  deduct a daily  charge  from the  Investment  Funds.  The amount of the
deduction  is  determined  as a  percentage  of the  average  net assets of each
Investment  Fund. The current daily  deduction  percentages,  and the equivalent
effective annual rates, are:



                        Daily
      Policy            Charge              Annual
      Years             Factor              Equivalent
     --------          -----------          -----------
      1-10              .0015027%           0.55%
      11-20             .0012301%           0.45%
      21+               .0009572%           0.35%

This deduction is guaranteed not to increase while the Policy is in force.  This
risk charge  compensates  us for assuming the  mortality and expense risks under
the Policy.  The mortality risk assumed by us is that the Insureds,  as a group,
may not live as long as expected.  The expense risk assumed by us is that actual
expenses  may be  greater  than  those  assumed.  We expect to profit  from this
charge.


Surrender Charge
For up to 10 years after the Issue Date,  we will impose a  contingent  deferred
sales charge, also referred to as a surrender charge, when the following occur:

o    upon surrender or lapse of the Policy;

o    upon a partial withdrawal;

o    upon a Pro-Rata Surrender; or

o    upon a decrease in Face Amount.

The  amount  of the  charge  assessed  will  depend  upon a number  of  factors,
including the type of event (a full surrender,  lapse,  or partial  withdrawal),
the amount of any premium payments made under the Policy prior to the event, and
the number of Policy years having elapsed since the Policy was issued.

The surrender charge compensates us for expenses relating to the distribution of
the Policy, including agents' commissions,  advertising, and the printing of the
prospectus and sales literature.

The surrender charge percentage is shown in the following table.

If surrender or lapse occurs in   The percentage of the annual
  the last month of Policy year:  Target Premium payable is:
 ------------------------------  ----------------------------

          1 through 5                         45%

               6                              40%

               7                              30%

               8                              20%

              9                               10%

         10 and later                         0%

The  Target  Premium  (on which we base the  surrender  charge) is shown in your
Policy. As shown above, the maximum surrender charge is 45% of the annual Target
Premium payable.

In addition,  the  percentages  are reduced equally for each Policy month during
the years shown. For example, during the seventh year, the percentage is reduced
equally  each  month  from 40% at the end of the sixth year to 30% at the end of
the seventh year. This table may be modified if required by law or regulation of
the governing jurisdiction.

The  amount  of the  surrender  charge  deducted  upon a partial  withdrawal  or
Pro-Rata Surrender will equal a fraction of the charge that would be deducted if
the Policy were  surrendered  at that time.  The fraction  will be determined by
dividing the amount of the  withdrawal  by the Cash Value before the  withdrawal
and  multiplying  the  result  by the  surrender  charge.  Immediately  after  a
withdrawal, the Policy's remaining surrender charge will equal the amount of the
surrender charge  immediately  before the withdrawal less the amount deducted in
connection with the withdrawal.

A surrender  charge will apply when there is a decrease in Face Amount for up to
10 years from the Policy's Issue Date. A partial withdrawal may cause a decrease
in Face  Amount and  therefore,  we may deduct a surrender  charge.  If the Face
Amount is  decreased by some  fraction of any previous  increases in Face Amount
and/or the Face  Amount at issue,  the  surrender  charge  deducted  will be the
previously defined surrender charge multiplied by the fraction.


Transaction Charges
There is no  transaction  charge for the first  twelve  partial  withdrawals  or
requested  transfers in a Policy  year.  We will impose a charge of $25 for each
partial  withdrawal or requested  transfer in excess of twelve in a Policy year.
We may revoke or modify the  privilege  of  transferring  amounts to or from the
General Account at any time.  Partial  withdrawals and Pro-Rata  Surrenders will
result in the imposition of the applicable surrender charge.


Investment Fund Expenses
The expenses of the Investment Funds are shown in the Summary.

The value of the net assets of the Investment  Funds will reflect the investment
advisory fee and other expenses incurred by the underlying investment companies.

The Investment Fund expenses are collected from the underlying  Investment Fund,
and are not direct  charges  against the Separate  Account  assets or reductions
from the Policy's  Cash Value.  Expenses of the Funds are not fixed or specified
under the terms of the Policy,  and actual expenses may vary.  These  underlying
Investment  Fund  expenses  are  taken  into  consideration  in  computing  each
Investment Fund's net asset value, which is used to calculate the unit values in
the Separate  Account.  The  management  fees and other  expenses are more fully
described in the prospectus of each individual  Investment Fund. The information
relating to the Investment Fund expenses was provided by the Investment Fund and
was not independently  verified by us. Except as otherwise  specifically  noted,
the management fees and other expenses are not currently  subject to fee waivers
or expense reimbursements.



5.   DEATH BENEFIT

The amount of the death benefit depends on the total Face Amount, the Cash Value
of your  Policy on the date of death and the death  benefit  option  (Option  A,
Option B, or Option C) in effect at that time. The actual amount we will pay the
Beneficiary will be reduced by any Indebtedness.

The initial Face Amount and the death benefit option in effect on the Issue Date
are shown on the specifications page of your Policy.

Option A. The amount of the death benefit under Option A is the greater of:

o    the Face Amount; or

o    the Cash  Value of your  Policy  on the  date of  death  multiplied  by the
     applicable multiple percentage shown in the "Applicable  Percentage of Cash
     Value Table For Insureds Less than Age 100" shown below.

Option B. The amount of the death benefit under Option B is the greater of:

o    the Face Amount plus the Cash Value of your Policy on the date of death; or

o    the Cash  Value of your  Policy  on the  date of  death  multiplied  by the
     applicable multiple percentage shown in the "Applicable  Percentage of Cash
     Value Table For Insureds Less than Age 100" shown below.

                    Applicable Percentage of Cash Value Table
                         For Insureds Less Than Age 100

    Insured                      Policy Cash Value
    Person's Age                 Multiple Percentage
   ----------------             -------------------------

    40 or under                           250%
        45                                215%
        50                               185%
        55                                150%
        60                               130%
        65                               120%
        70                               115%
     78 to 90                            105%
     95 to 99                            101%

For ages that are not shown in this table the  applicable  percentage  multiples
will decrease by a ratable portion for each full year.

Option C. The amount of the death benefit under Option C is the greater of:

o    the Face Amount; or

o    the Cash Value of your Policy on the date of the Insured's death multiplied
     by the  applicable  factor from the Table of Attained Age Factors  shown in
     your Policy.

If your Policy is in force after the  Insured's  Attained  Age is 100,  then the
Death  Benefit  will be 101% of the  Policy's  Cash Value unless the state where
your Policy was issued provides otherwise.


Change of Death Benefit
If the Policy was issued with either  death  benefit  Option A or death  benefit
Option B, the death benefit  option may be changed unless your Policy was
issued in Florida.  A Policy issued under death benefit  Option C may not
be changed  for the  entire  lifetime  of the  Policy.  Similarly,  a Policy
issued under either  death  benefit  Option A or B may not change to death
benefit  Option C for the lifetime of the Policy.  A request for change
must be made to us in writing.  The Effective  Date of such a change will
be the  Monthly  Anniversary  on or  following  the date we  receive  the change
request.

A death benefit  Option A Policy may be changed to have death benefit  Option B.
The Face Amount will be decreased to equal the death benefit less the Cash Value
on the Effective Date of the change.  Satisfactory evidence of insurability must
be submitted to us in connection  with a request for a change from death benefit
Option A to death benefit  Option B. A change may not be made if it would result
in a Face Amount of less than the minimum Face Amount.

A death benefit  Option B Policy may be changed to have death benefit  Option A.
The Face Amount will be  increased to equal the death  benefit on the  Effective
Date of the change.

A change in death benefit option may have Federal income tax consequences.


Change in Face Amount
Subject to certain limitations set forth below, you may decrease or increase the
Face Amount of a Policy once each Policy  year after the first  Policy  year.  A
written  request is required for a change in the Face  Amount.  A change in Face
Amount may affect the cost of insurance rate and the net amount at risk, both of
which affect your cost of insurance  charge. A reduction in the Face Amount of a
Policy may have Federal income tax consequences.

Any decrease in the Face Amount will become effective on the Monthly Anniversary
on or  following  receipt  of the  written  request  by us.  The  amount  of the
requested  change  must be at  least  $5,000  ($2,000  for  Policies  issued  in
qualified  pension  plans)  and the Face  Amount  remaining  in force  after any
requested decrease may not be less than the minimum Face Amount. If you decrease
the Face  Amount  and the  Policy  does not  comply  with  the  maximum  premium
limitations required by Federal tax law, the decrease may be limited or the Cash
Value may be returned to you (at your election), to the extent necessary to meet
these  requirements.  If you want to increase the Face  Amount,  you must submit
proof that the Insured is insurable by our  standards on the date the  requested
increase is submitted and the Insured must have an Attained Age not greater than
age 80 on the Policy anniversary that the increase will become effective.



6.   TAXES

NOTE: We have prepared the following  information  on Federal  income taxes as a
general  discussion of the subject.  It is not intended as tax advice to anyone.
You should  consult your own tax adviser about your own  circumstances.  We have
included an additional discussion regarding taxes in Part II.


Life Insurance in General
Life  insurance,  such as  this  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 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.
Beneficiaries  generally are not taxed when they receive the death proceeds upon
the death of the Insured. However, estate taxes may apply.


Taking Money Out of Your Policy
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. If your Policy
is a MEC,  any loans or  surrenders  from the  Policy  will be  treated as first
coming from earnings and then from your investment in the Policy.  Consequently,
these earnings are included in taxable income.

The Internal  Revenue Code (Code) also provides that any amount  received from a
MEC 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 591/2 ; (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 your Policy is not a MEC, any  surrender  proceeds will be treated as first a
recovery of the investment in the Policy and to that extent will not be included
in taxable income.  Furthermore  any loan will be treated as Indebtedness  under
the Policy and not as a taxable  distribution.  See "Tax  Status" in Part II for
more details.


Diversification
The Code provides that the underlying  investments for a variable life insurance
policy must satisfy certain diversification  requirements in order to be treated
as a life insurance  contract.  We believe that the  Investment  Funds are being
managed so as to comply with such 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 us would be  considered  the  owner of the  shares  of the
Investment  Funds. 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  Funds,  to make
transfers among the Investment  Funds or the number and type of Investment Funds
Owners may  select  from.  If  guidance  from the  Internal  Revenue  Service is
provided  which is considered a new position,  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 Funds. Due
to the uncertainty in this area, we reserve the right to modify the Policy in an
attempt to maintain favorable tax treatment.



7.   ACCESS TO YOUR MONEY


Policy Loans
We will loan money to you at the loan interest rate we establish. The request by
you for a loan must be in writing.

You may borrow an amount up to the loan value of the Policy. The loan value is:

o    the Cash Value of the Policy on the date the loan request is received; less

o    interest to the next loan interest due date; less

o    anticipated monthly deductions to the next loan interest due date; less

o    any existing loan; less

o    any surrender charge; plus

o    interest  expected  to be  earned  on the loan  balance  to the  next  loan
     interest due date.

Policy loan interest is payable on each Policy  anniversary.  The minimum amount
that you can borrow is $500 (in some states this amount may be less).  The
loan may be completely or partially  repaid at any time while the Insured
is living. When a Policy loan is made, we will deduct Cash Value from your
Policy equal to the amount of the loan,  plus  interest due and place it in
the Loan  Subaccount  as security for the loan.  This Cash Value amount is
expected to earn  interest at a rate ("the  earnings  rate")  which is
lower than the rate charged on the Policy loan ("the borrowing rate").  The Cash
Value that we use as security will accrue  interest daily at an annual  earnings
rate of 4%.

Unless the Owner requests a different allocation,  the Cash Value amount used as
security  for the loan will be  transferred  from the  Investment  Funds and the
General  Account on a pro-rata  basis to the Loan Account.  This will reduce the
Policy's Cash Value in the General  Account and the  Investment  Fund(s).  These
transactions will not be considered transfers for purposes of the limitations on
transfers between Investment Funds or to or from the General Account.

A Policy loan, whether or not repaid,  will have a permanent effect on the death
benefits and Policy values  because the values  transferred  to the Loan Account
will not share in the investment  results of the Investment Funds while the loan
is  outstanding.  If the Loan Account  earnings rate is less than the investment
performance of the selected  Investment  Funds and/or the General  Account,  the
values and benefits under the Policy will be reduced as a result of the loan. In
addition,  if the Indebtedness exceeds the Cash Value minus the surrender charge
on any Monthly  Anniversary,  the Policy will lapse,  subject to a grace period.
(See  "Purchases -- Lapse and Grace  Period".) A lapse of the Policy with a loan
outstanding  may  have  Federal  income  tax  consequences.  (See  "Federal  Tax
Status".)  Interest  credited to the Cash Value held in the Loan  Subaccount  as
security for the loan will be allocated on Policy  anniversaries  to the General
Account  and  the  Investment   Funds.  The  interest   credited  will  also  be
transferred:  (1) when a new loan is made; (2) when a loan is partially or fully
repaid; and (3) when an amount is needed to meet a monthly deduction.

Policy  loans may have  Federal  income  tax  consequences.  (See  "Federal  Tax
Status".)


Loan Interest Charged
The  borrowing  rate we charge for  Policy  loan  interest  will be based on the
following schedule:

       For Loans                            Annual
       Outstanding During                   Interest Rate
      ---------------------                ---------------

       Policy Years 1-10                    4.50%
       Policy Years 11-20                   4.25%
       Policy Years 21+                     4.15%

We  will  inform  you of the  current  borrowing  rate  when a  Policy  loan  is
requested.

Policy loan interest is due and payable annually on each Policy anniversary.  If
you do not pay the  interest  when it is due, the unpaid loan  interest  will be
added to the outstanding Indebtedness as of the due date and you will be charged
interest at the same rate as the rest of the Indebtedness.


Security
The Policy will be the only security for the loan.


Repaying Policy Debt
You may repay the loan at any time prior to the death of the Insured and as long
as the Policy is in force. Any Indebtedness  outstanding will be deducted before
any benefit proceeds are paid or applied under a payment option.

Repayments  will be allocated to the General  Account and the  Investment  Funds
based on how the Cash Value used for  security was  allocated.  Unpaid loans and
loan interest will be deducted from any settlement of your Policy.

Any payments  received from you will be applied as premiums,  unless you clearly
request in writing that it be used as repayment of Indebtedness.


Partial Withdrawals
After the first Policy year, you may make partial  withdrawals from the Policy's
Cash  Surrender  Value.  Each  Policy  year  you are  allowed  12  free  partial
withdrawals.  For each  partial  withdrawal  after 12,  we  impose a $25 fee.  A
partial  withdrawal may be subject to a surrender charge and have Federal income
tax consequences.

The minimum amount of a partial withdrawal  request,  net of any applicable fees
and surrender charges, is the lesser of:

(1)  $500 from an Investment Fund or the General Account; or

(2)  the Policy's Cash Value in an Investment Fund.


For Policies issued in Idaho, there are no minimum amount requirements for
partial withdrawals from the General Account.

Partial  withdrawals  made  during a Policy  year are  subject to the  following
limitations. The maximum amount that may be withdrawn from an Investment Fund is
the Policy's Cash Value net of any applicable surrender charges and fees in that
Investment  Fund. The total partial  withdrawals  and transfers from the General
Account  over the  Policy  year may not  exceed a  maximum  amount  equal to the
greater of the following:

(1)  25% of the Cash Surrender  Value in the General Account at the beginning of
     the Policy year, multiplied by the withdrawal percentage limit shown in the
     Policy; or

(2)  the previous Policy year's maximum amount.

You may allocate the amount withdrawn plus any applicable  surrender charges and
fees,  subject  to the  above  conditions,  among the  Investment  Funds and the
General Account. If no allocation is specified, then the partial withdrawal will
be  allocated  among the  Investment  Funds and the General  Account in the same
proportion  that the Policy's Cash Value in each Investment Fund and the General
Account bears to the total Cash Value of the Policy,  less the Cash Value in the
Loan Account,  on the date the request for a partial withdrawal is received.  If
the  limitations  on withdrawals  from the General  Account will not permit this
pro-rata allocation, you will be requested to provide an alternate allocation.

No amount may be withdrawn  that would result in there being  insufficient  Cash
Value to meet any  surrender  charge and  applicable  fees that would be payable
immediately  following the  withdrawal  upon the surrender of the remaining Cash
Value.

The death benefit will be affected by a partial withdrawal, unless death benefit
Option A or Option C is in effect and the  withdrawal is made under the terms of
an  anniversary  partial  withdrawal  rider.  If death benefit Option A or death
benefit Option C is in effect and the death benefit equals the Face Amount, then
a partial  withdrawal  will  decrease  the Face Amount by an amount equal to the
partial  withdrawal  plus the applicable  surrender  charge  resulting from that
partial  withdrawal.  If the death  benefit is based on a percentage of the Cash
Value,  then a partial  withdrawal will decrease the Face Amount by an amount by
which the  partial  withdrawal  plus the  applicable  surrender  charge and fees
exceeds the difference  between the death benefit and the Face Amount.  If death
benefit Option B is in effect, the Face Amount will not change.

The Face Amount  remaining in force after a partial  withdrawal  may not be less
than the minimum Face Amount.  Any request for a partial  withdrawal  that would
reduce the Face Amount below this amount will not be implemented.

Partial  withdrawals may affect the way in which the cost of insurance charge is
calculated and the amount of pure insurance  protection afforded under a Policy.
We may change the minimum amount required for a partial withdrawal or the number
of times partial withdrawals may be made.


Pro-Rata Surrender
After the first  Policy year,  you can make a Pro-Rata  Surrender of the Policy.
The  Pro-Rata  Surrender  will  reduce  the Face  Amount and the Cash Value by a
percentage  chosen by you. This percentage must be any whole number.  A Pro-Rata
Surrender  may have Federal  income tax  consequences.  The  percentage  will be
applied to the Face Amount and the Cash Value on the Monthly  Anniversary  on or
following our receipt of the request.

You may  allocate  the amount of  decrease  in Cash  Value  plus any  applicable
surrender charge and fees among the Investment Funds and the General Account. If
no allocation is specified,  then the decrease in Cash Value and any  applicable
surrender  charge and fees will be allocated among the Investment  Funds and the
General  Account in the same  proportion  that the  Policy's  Cash Value in each
Investment  Fund and the  General  Account  bears to the total Cash Value of the
Policy,  less the Cash Value in the Loan  Account,  on the date the  request for
Pro-Rata Surrender is received.

A Pro-Rata Surrender cannot be processed if it will reduce the Face Amount below
the minimum Face Amount of the Policy.  No Pro-Rata  Surrender will be processed
for more Cash  Surrender  Value than is  available  on the date of the  Pro-Rata
Surrender.  A cash  payment  will be made to you for the  amount  of Cash  Value
reduction less any applicable surrender charges and fees.

Pro-Rata  Surrenders may affect the way in which the cost of insurance charge is
calculated  and the amount of the pure insurance  protection  afforded under the
Policy.


Full Surrenders
To effect a full surrender,  either the Policy must be returned to us along with
the request,  or the request  must be  accompanied  by a completed  affidavit of
loss, which is available from us. Upon surrender, we will pay the Cash Surrender
Value to you in a single sum. We will determine the Cash  Surrender  Value as of
the date that we receive  your  written  request at our Service  Office.  If the
request is received on a Monthly  Anniversary,  the monthly deduction  otherwise
deductible  will be included in the amount  paid.  Coverage  under a Policy will
terminate as of the date of surrender. The Insured must be living at the time of
a surrender. A surrender may have Federal income tax consequences.



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
(General  American Life) purchased Cova,  which on that date changed its name to
Cova  Financial  Services  Life  Insurance  Company. On January 6, 2000,
Metropolitan Life Insurance Company (MetLife) acquired GenAmerica Corporation,
the ultimate parent company of General American Life.  The acquisition of
GenAmerica Corporation does not affect policy benefits or any other terms or
conditions under your policy.  MetLife, headquartered in New York City since
1868, is a leading provider of insurance and financial  products and services
to individual and group customers.

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


Distribution
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 our affiliate.

Commissions  will be paid to  broker-dealers  who sell the Policies.  Currently,
broker-dealers  will be paid  first-year  commissions  equal up to 90% of Target
Premium and 4.0% of excess premiums paid in Policy year 1. In renewal years, the
commissions will equal up to 5.0% of premiums paid in Policy years 2-10 and 2.0%
in  Policy  years  11 and  beyond.  In  addition,  broker-dealers  will  receive
annually, asset-based compensation equal up to .25% of Cash Value for all Policy
years  beginning the 13th month.  Sometimes,  Cova enters into an agreement with
the  broker-dealer to pay the broker-dealer  persistency  bonuses in addition to
the standard commission.

The Separate Account
We  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 our name on  behalf  of the
Separate  Account and legally belong to us. However,  those assets that underlie
the  Policies,  are not  chargeable  with  liabilities  arising out of any other
business  we 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 we may issue.


Suspension of Payments or Transfers
We 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  Funds is not  reasonably  practicable  or we cannot  reasonably
     value the shares of the Investment Funds;

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

We may defer the portion of any transfer, amount payable or surrender, or Policy
Loan from the General Account for not more than 6 months.


Ownership

Owner. The Insured is the Owner of the Policy unless another person or entity is
shown as the Owner in the  application.  The  Owner is  entitled  to all  rights
provided  by the Policy.  If there is more than one Owner at a given  time,  all
Owners must exercise the rights of ownership by joint action. If the Owner dies,
and the Owner is not the Insured, the Owner's interest in the Policy becomes the
property  of his or her  estate  unless  otherwise  provided.  Unless  otherwise
provided,  the Policy is jointly  owned by all Owners  named in the Policy or by
the survivors of those joint owners.  Unless otherwise stated in the Policy, the
final Owner is the estate of the last joint Owner to die.

Beneficiary.  The Beneficiary is the person(s) or entity you name to receive any
death proceeds. The Beneficiary is named at the time the Policy is issued unless
changed at a later  date.  You can name a  contingent  Beneficiary  prior to the
death of the Insured.  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.

Primary and contingent Beneficiaries are as named in the application, unless you
make a change. To change a Beneficiary, you must submit a written request to us.
We may  require the Policy to record the  change.  The request  will take effect
when signed, subject to any action we may take before receiving it.

One or more irrevocable Beneficiaries may be named.

If a Beneficiary is a minor,  we will make payment to the guardian of his or her
estate. We may require proof of age of any Beneficiary.

Proceeds payable to a Beneficiary will be free from the claims of creditors,  to
the extent allowed by law.

Assignment.  You can assign the Policy.  A copy of any assignment  must be filed
with  our  Service  Office.  We are  not  responsible  for the  validity  of any
assignment.   If  you  assign  the   Policy,   your  rights  and  those  of  any
revocably-named person will be subject to the assignment. An assignment will not
affect any  payments we may make or actions we may take  before such  assignment
has been recorded at our Service Office. This may be a taxable event. You should
consult a tax adviser if you wish to assign the Policy.


Adjustment of Charges
The Policy is available  for purchase by  individuals,  corporations,  and other
institutions.  For certain  individuals and certain corporate or other groups or
sponsored  arrangements  purchasing one or more policies, we may waive or adjust
the  amount of the sales  charge,  contingent  deferred  sales  charge,  monthly
administrative  charge, or other charges where the expenses  associated with the
sale of the Policy or policies or the underwriting or other administrative costs
associated with the Policy or policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for reasons
such as expected  economies  resulting  from a corporate  purchase or a group or
sponsored  arrangement,  from the  amount  of the  initial  premium  payment  or
payments, or from the amount of projected premium payments. We will determine in
our  discretion  if, and in what amount,  an adjustment is  appropriate.  We may
modify the criteria for qualification for adjustment of charges as experience is
gained,  subject to the limitation  that such  adjustments  will not be unfairly
discriminatory against the interests of any owner.



PART II


<TABLE>
<CAPTION>
Executive Officers and Directors
Our directors and executive  officers and their  principal  occupations  for the
past 5 years are as follows:


Name of               Principal Occupations During
Principal Officers    the Past Five 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.

William P. Boscow*    Vice President of Cova and CFLIC - 1996 to present; Senior Vice President of Cova Life Management
                      Company (CLMC), February, 1999 to present; First Vice President of CLMC, 1996 - January, 1999.

Constance 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 1998; Vice President of Cova Life
                      Administration Services Company (CLASC) - 1998 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;
                      President and Chief Compliance Officer of Cova Life Sales Company (CLSC) from February, 1999 to
                      present; Vice President and Chief Compliance Officer of CLSC - 1989 to January, 1999.

Philip A. Haley*      Executive Vice President of Cova, CFLIC and FCLIC - May 1997 to present; Vice President of Cova and
                      CFLIC - 1990 to 1997; 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.

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.

E. Thomas 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 1998; Vice President of CLASC - 1998 to present.

James W. Koeger**     Assistant Treasurer of Cova

Richard A. Liddy**    Chairman of the Board of Directors of Cova, CFLIC, FCLIC, CLMC, Cova Investment Advisory
                      Corporation (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 and Director of Cova, CFLIC and FCLIC from 1995 to present; Vice President,
                      Controller and Director of Cova from 1995 to 1998, prior thereto Vice President, Controller,
                      Treasurer and Director. Vice President, Controller and Director of CFLIC from 1995 to 1998, prior
                      thereto Vice President, Controller, Treasurer and Director; Director of FCLIC from 1993 to present;
                      Vice President, Controller and Director of FCLIC from 1992 to 1998; Secretary of FCLIC from 1992 to
                      1995; 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 Trustee 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 and Director of Cova and CFLIC - May, 1997 to present; Executive Vice
                      President, Chief Financial Officer 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.

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; First Vice President of CLMC from January, 1999
                      to present; prior thereto, Vice President of CLMC - 1989 to 1998.

Bernard J. Spaulding* Senior Vice President and General Counsel of Cova, CFLIC, FCLIC and CLMC since March, 1999;
                      Secretary of Cova, CFLIC, FCLIC and CLMC since July 1999.

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 Trustee of Cova Series Trust - 1996 to present.

Joann T. Tanaka*      Senior Vice President of Cova and CFLIC - January 1999 to present; prior thereto, Vice President of
                      Cova and CFLIC from July, 1998 to December, 1998; Senior Vice President, Conning Asset Management,
                      General American - June, 1987 to June, 1998; Director of Cova, CFLIC and FCLIC since September 1999.

Patricia M. Wersching** Assistant Treasurer of Cova

Peter L. Witkewiz*    Vice President and Controller of Cova, CFLIC and FCLIC - July, 1998 to present; Vice President of
                      Cova, CFLIC and FCLIC - 1993 to June, 1998.

<FN>
* 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: Cova Life Administration Services Company, 4700 Westown Parkway, Bldg. 4, Suite 200, West Des
Moines, IA 50266
</FN>
</TABLE>


Voting
In accordance  with our view of present  applicable law, we will vote the shares
of the Investment  Funds at special  meetings of shareholders in accordance with
instructions  received from owners having a voting interest. We will vote shares
for which we have not received  instructions  in the same  proportion as we vote
shares for which we have  received  instructions.  We will vote shares we own in
the same  proportion as we vote shares for which we have 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
we  determine  that we are  permitted to vote the shares of the funds in our own
right, we 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  Fund 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 us 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 Funds in which he or she has an interest, proxy material and a
form with which to give such voting instructions.


Disregard of Voting Instructions
We 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  Fund to make, or refrain
from making, investments which would result in changes in the sub-classification
or investment  objectives of the Investment Fund. We 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
us that the change would violate state or federal law or the change would not be
consistent  with the  investment  objectives  of the  Investment  Funds 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 us or of an affiliated company. In the event
we disregard voting  instructions,  a summary of this action and the reasons for
such action will be included in the next annual report to owners.


Legal Opinions
Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  Federal  securities  and  income tax laws in
connection with the Policies.


Our Right to Contest
We 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. 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 Indebtedness and less any surrenders.  We also have the right
to adjust  any  benefits  under the  Policy if the  answers  in the  application
regarding the use of tobacco are not correct.  Depending on the state where your
Policy was issued, additional provisions regarding suicide may apply.  Please
refer to your Policy.


Additional Benefits
Subject  to  certain  requirements,  one or  more  of the  following  additional
insurance benefits may be added to a Policy by rider. The descriptions below are
intended to be general;  the terms of the Policy riders providing the additional
benefits may vary from state to state, and the Policy rider should be consulted.
In addition,  certain riders may not be available in your state. The cost of any
additional  riders will be determined in accordance  with the rider and shown on
the specifications  page of your Policy. (See "Expenses -- Charge for Additional
Benefit  Riders".)  Certain  restrictions  may  apply and are  described  in the
applicable rider.

Accelerated  Benefit Rider -- This rider  provides a benefit to the Owner if the
Insured  becomes  terminally  ill and is not  expected  to live more then twelve
months. The Owner may receive 25%, 50% or 75% (but no more than $250,000) of the
eligible  proceeds in a lump sum.  "Eligible  proceeds"  means the death benefit
that  would  have been  payable  had the  Insured  died on the date the rider is
exercised.

The  receipt  of  an  accelerated   benefit  amount  may  adversely  affect  the
recipient's   eligibility   for  Medicaid  or  other   government   benefits  or
entitlements.

Anniversary  Partial Withdrawal Rider -- This rider allows the Owner to withdraw
up to 15% of the Policy's Cash Surrender Value on any Policy anniversary without
reducing the Face Amount. A contingent deferred sales charge will still apply.

Guaranteed  Survivor Purchase Option (GSPO-Plus) -- This rider grants the Policy
Owner or the Insured's Beneficiary the option to purchase, upon the death of the
Insured,  on the 10th  anniversary  of the rider,  and on the rider  anniversary
nearest the Designated  Life's 65th birthday,  a specified  amount of additional
insurance coverage on the Designated Life (or Lives) without furnishing evidence
of insurability.

Lifetime  Coverage Rider -- This rider provides the continuation of the Policy's
Face Amount beyond age 100, provided the Policy remains in force to age 100 with
a positive Cash Surrender  Value.  If the Policy is in force after the Insured's
Attained  Age 100,  the death  benefit will be the greater of the Face Amount or
101% of the Cash Value.

Secondary Guarantee Rider -- This rider guarantees that if, during the secondary
guarantee  period,  the sum of all premiums  paid on the Policy,  reduced by any
partial  withdrawals and any outstanding loan balance,  is greater than or equal
to the sum of the secondary  guarantee  premiums  required since the Issue Date,
the  Policy  will not lapse as a result of a Cash  Value  less any  loans,  loan
interest due, and any  surrender  charge being  insufficient  to pay the monthly
deduction.

The secondary  guarantee  period is the lesser of twenty  Policy  years,  or the
number of Policy years until the Insured  reaches  Attained Age 70. For Policies
issued  after  Attained  Age 60, the  secondary  guarantee  period is ten Policy
years.

Supplemental  Coverage Term Rider -- This rider provides level term insurance on
the life of the Insured under the base policy. It can be added only at issue. It
cannot be increased or added to an existing Policy.

Waiver of Monthly  Deduction  Rider -- This rider provides for the waiver of the
monthly  deductions  while the Insured is totally  disabled,  subject to certain
limitations  described in the rider. The Insured must have become disabled after
age 5 and before age 65.

Waiver of  Specified  Premium  Rider -- This rider  provides for  crediting  the
Policy's  Cash Value  with a  specified  monthly  premium  while the  Insured is
totally  disabled.  The monthly  premium  selected at issue is not guaranteed to
keep the Policy in force.  The Insured must have become disabled after age 5 and
before age 65.


Federal Tax Status
NOTE:  The  following  description  is based upon our  understanding  of current
Federal  income tax law  applicable  to life  insurance  in  general.  We 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. We believe
that the Policies to be issued will qualify as "life insurance  contracts" under
section 7702.  We do 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 our  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.

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

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 these Policies,
will 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  funds  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  fund will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the fund is represented by any one  investment;  (ii) no more than 70% of the
value of the total  assets of the fund is  represented  by any two  investments;
(iii)  no  more  than  80% of the  value  of the  total  assets  of the  fund is
represented by any three investments;  and (iv) no more than 90% of the value of
the  total  assets  of the  fund 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."

We intend that each  Investment  Fund 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 policyowner 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 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 you being retroactively
determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty  in this area, we reserve 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 that the amount of  mortality  and  other  expense  charges be
reasonable.  In establishing  these charges,  we have 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 we have  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 our  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.  You should consult your own tax advisers with respect
to the tax consequences of purchasing the Policy.

Policy  Proceeds.  The tax treatment  accorded to loan proceeds and/or surrender
payments from the policies will depend on whether the Policy is considered to be
a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that
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. Also, you
are not  deemed  to be in  constructive  receipt  of the Cash  Surrender  Value,
including  increments  thereon,  under a Policy until there is a distribution of
such amounts.

Federal,  state and local  estate,  inheritance  and other tax  consequences  of
ownership,  or receipt of Policy proceeds,  depend on the  circumstances of each
Owner or Beneficiary.

Tax Treatment of Loans And Surrenders.  Section 7702A of the Code sets forth the
rules for determining when a life insurance policy will be deemed to be a MEC. A
MEC is a contract  which is entered into or materially  changed on or after June
21, 1988 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 or addition of qualified  additional
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 with respect to such premiums.

Furthermore,  any Policy  received in exchange for a Policy  classified as a MEC
will be treated as a MEC 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 MEC if no additional premiums are paid.

Due to the flexible premium nature of the Policy,  the  determination of whether
it qualifies for treatment as a MEC depends on the individual  circumstances  of
each Policy.

If the Policy is classified as a MEC, then  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,  including those resulting from
the lapse of the Policy, 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 distributions: (1) made on or after the date on
which the taxpayer  reaches age 591/2; (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
beneficiary.

If a Policy is not  classified  as a MEC, then any  surrenders  shall be treated
first as a recovery of the  investment in the Policy which would not be received
as taxable  income.  However,  if a distribution is the result of a reduction in
benefits  under the Policy  within the first  fifteen  years after the Policy is
issued in order to comply with Section 7702, such distribution will, under rules
set forth in Section 7702,  be taxed as ordinary  income to the extent of income
in the Policy.

Any loans from a Policy  which is not  classified  as a MEC,  will be treated as
Indebtedness of the Owner and not a distribution.  Upon complete  surrender,  if
the amount received plus loan Indebtedness  exceeds the total premiums paid that
are not  treated  as  previously  surrendered  by the Policy  Owner,  the excess
generally will be treated as ordinary income.

Personal  interest  payable on a loan under a Policy owned by an  individual  is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans  under  policies  covering  the life of any  employee or officer of the
taxpayer or any person financially  interested in the business carried on by the
taxpayer  to  the  extent  the  Indebtedness  for  such  employee,   officer  or
financially  interested  person exceeds $50,000.  The  deductibility of interest
payable on Policy loans may be subject to further  rules and  limitations  under
Sections 163 and 264 of the Code.

Policyowners  should seek competent tax advice on the tax consequences of taking
loans, distributions, exchanging or surrendering any Policy.

Multiple Policies.  The Code further provides that multiple MECs that are issued
within a calendar year period to the same owner by one company or its affiliates
are treated as one MEC 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 policies.  You should  consult a tax adviser prior to purchasing
more than one MEC 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.  You should  therefore  consult a
competent  tax  adviser  should  you wish to assign or change  the owner of your
Policy.

Qualified Plans. The Policies may be used in conjunction with certain  Qualified
Plans.  Because the rules  governing such use are complex,  you should not do so
until you have consulted a competent Qualified Plans consultant.

Income Tax  Withholding.  All  distributions  or the  portion  thereof  which is
includible in gross income of the Policy owner are subject to Federal income tax
withholding.  However,  in most cases you may elect not to have taxes  withheld.
You  may be  required  to pay  penalties  under  the  estimated  tax  rules,  if
withholding and estimated tax payments are insufficient.


Reports to Owners
Each year a report will be sent to you which shows the  current  Policy  values,
premiums paid and  deductions  made since the last report,  and any  outstanding
loans.


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.  We are
not involved in any litigation that is of material importance in relation to our
total assets or that relates to the Separate Account.


Experts

The consolidated balance sheets of the Company as of December 31, 1999 and 1998,
and the related statements of income,  shareholder's  equity, and cash flows for
each of the years in the  three-year  period ended  December  31, 1999,  and the
statement of assets and  liabilities of the Separate  Account as of December 31,
1999, and the related statements of operations and changes in net assets for the
year ended December 31, 1999 and the period ended  December 31, 1998,  have been
included herein in reliance upon the reports of KPMG LLP, independent  certified
public accountants,  appearing elsewhere herein, and upon authority of said firm
as experts in accounting and auditing.


Financial Statements
Financial  statements  of the  Separate  Account and of the Company are provided
below.



                         COVA VARIABLE LIFE ACCOUNT ONE

                              Financial Statements

                           December 31, 1999 and 1998

                   (With Independent Auditors' Report Thereon)




                          INDEPENDENT AUDITORS' REPORT



The Contract Owners of Cova Variable
     Life Account One, Board of Directors
     and Shareholder of Cova Financial
     Services Life Insurance Company:


We have audited the accompanying statement of assets and liabilities of each of
the sub-accounts comprising Cova Variable Life Account One of Cova Financial
Services Life Insurance Company (the Separate Account), as of December 31, 1999,
and the related statements of operations and changes in net assets for the year
then ended, and the period ended December 31, 1998. These financial statements
are the responsibility of the Separate Account's management. Our responsibility
is to express an opinion on these 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. Our procedures included
confirmation of securities owned as of December 31, 1999 by correspondence with
transfer agents. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the sub-accounts of Cova
Variable Life Account One of Cova Financial Services Life Insurance Company as
of December 31, 1999, and the results of their operations and changes in their
net assets for the year then ended, and the period ended December 31, 1998, in
conformity with generally accepted accounting principles.




Chicago, Illinois
March 20, 2000


<PAGE>
                         COVA VARIABLE LIFE ACCOUNT ONE
                       Statement of Assets and Liabilities
                                December 31, 1999


<TABLE>
<CAPTION>
Assets:
   Investments:
   Cova Series Trust (Cova):
     Lord Abbett Growth and
<S>                                       <C>                                            <C>                          <C>
       Income Portfolio                   69,693      shares at a net asset value of     $24.070563    per share      $1,677,540
     Bond Debenture Portfolio             32,970      shares at a net asset value of     $12.474609    per share         411,294
     Developing Growth Portfolio          23,227      shares at a net asset value of     $14.885144    per share         345,742
     Large Cap Research Portfolio         26,751      shares at a net asset value of     $14.991245    per share         401,027
     Mid-Cap Value Portfolio              21,633      shares at a net asset value of     $11.168093    per share         241,596
     Quality Bond Portfolio                8,044      shares at a net asset value of     $10.669328    per share          85,826
     Small Cap Stock Portfolio            12,303      shares at a net asset value of     $17.268582    per share         212,449
     Large Cap Stock Portfolio            41,788      shares at a net asset value of     $20.674865    per share         863,962
     Select Equity Portfolio              53,986      shares at a net asset value of     $16.112437    per share         869,854
     International Equity Portfolio        9,087      shares at a net asset value of     $16.225039    per share         147,444
   AIM Variable Insurance Funds,
       Inc. (AIM):
     AIM V.I. Value Fund                     774      shares at a net asset value of         $33.50    per share          25,922
     AIM V.I. Capital Appreciation Fund       69      shares at a net asset value of         $35.58    per share           2,446
   General American Capital
       Company (GACC):
     Money Market Fund                    24,972      shares at a net asset value of     $20.252283    per share         505,747
   Templeton Variable Products Series
     Fund (Templeton):
     Templeton Bond Fund                      10      shares at a net asset value of          $9.99    per share             100
     Franklin Small Cap Investments Fund       9      shares at a net asset value of         $15.79    per share             141
     Templeton Stock Fund                     92      shares at a net asset value of         $24.39    per share           2,254
     Templeton International Fund            102      shares at a net asset value of         $22.25    per share           2,260
     Franklin Growth Investments Fund          7      shares at a net asset value of         $16.70    per share             123
                                                                                                                    ------------
          Total assets                                                                                                $5,795,727
                                                                                                                    ============


Liabilities:
   GACC Money Market                                                                                                     $15,040
                                                                                                                    ============
</TABLE>


<PAGE>


                         COVA VARIABLE LIFE ACCOUNT ONE
                       Statement of Assets and Liabilities
                                December 31, 1999

<TABLE>
<CAPTION>
Net Assets:
   Accumulation units:
   Single premium variable life
    policies (SPVL):
<S>                                             <C>                                    <C>                           <C>
     Cova Lord Abbett Growth and Income         134,762    accumulation units at       $12.448204    per unit        $1,677,540
     Cova Bond Debenture                         38,749    accumulation units at       $10.614338    per unit           411,294
     Cova Developing Growth                      26,493    accumulation units at       $13.050371    per unit           345,742
     Cova Large Cap Research                     29,120    accumulation units at       $13.771430    per unit           401,027
     Cova Mid-Cap Value                          23,875    accumulation units at       $10.119059    per unit           241,596
     Cova Quality Bond                            8,134    accumulation units at       $10.551764    per unit            85,826
     Cova Small Cap Stock                        16,533    accumulation units at       $12.850204    per unit           212,449
     Cova Large Cap Stock                        60,489    accumulation units at       $14.283064    per unit           863,962
     Cova Select Equity                          69,034    accumulation units at       $12.600289    per unit           869,854
     Cova International Equity                   10,864    accumulation units at       $13.571289    per unit           147,444
     AIM V.I. Value                               2,202    accumulation units at       $11.774189    per unit            25,922
     AIM V.I. Capital Appreciation                  176    accumulation units at       $13.925402    per unit             2,446
     GACC Money Market                           44,548    accumulation units at       $11.013039    per unit           490,607
     Templeton Bond                                  10    accumulation units at        $9.970060    per unit              $100
     Franklin Small Cap Investments                  10    accumulation units at       $14.136079    per unit               141
     Templeton Stock                                205    accumulation units at       $11.011283    per unit             2,254
     Templeton International                        209    accumulation units at       $10.827249    per unit             2,260
     Franklin Growth Investments                     10    accumulation units at       $12.333825    per unit               123

                                                                                                                   ------------
                                                                                                                      5,780,587
   Flexible premium variable universal
    life policies (FPVUL):

     GACC Money Market                               10    accumulation units at       $10.047103    per unit               100
                                                                                                                   ------------
          Total net assets                                                                                           $5,780,687
                                                                                                                   ============


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                                     Cova
                                           -----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                 Large                                  Small
                                              and          Bond      Developing      Cap        Mid-Cap      Quality        Cap
                                             Income     Debenture      Growth      Research      Value         Bond        Stock
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                       <C>               <C>          <C>          <C>           <C>         <C>          <C>
Investment income:
   Dividends                              $         -        6,579            -          511          275          925          419
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                           1,170           44        2,822        1,594        1,843       (1,159)       1,137
   Realized gain distributions                      -        2,132            -            -            -          463            -
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------
       Net realized gain (loss)                 1,170        2,176        2,822        1,594        1,843         (696)       1,137
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

Change in unrealized appreciation             140,732        2,316       66,149       61,046        7,745       (2,378)      63,287
                                           -----------  -----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations           $   141,902       11,071       68,971       63,151        9,863       (2,149)      64,843
                                           ===========  ===========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                        Cova                              AIM                GACC      Lord Abbett
                                        --------------------------------------  ------------------------  -----------  -----------

                                          Large                                                 V.I.                     Growth
                                           Cap         Select     International    V.I.       Capital       Money         and
                                          Stock        Equity       Equity        Value      Appreciation   Market       Income
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
<S>                                   <C>                <C>           <C>           <C>            <C>       <C>          <C>
Investment income:
   Dividends                          $        995        2,102           560           69            2            -            -
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                        6,402        2,488         1,365           30            1       24,709       56,187
   Realized gain distributions              21,723       71,329         1,496          361           50            -            -
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------
       Net realized gain (loss)             28,125       73,817         2,861          391           51       24,709       56,187
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

Change in unrealized appreciation           61,314      (18,465)       28,256        2,049          300        7,581      (25,472)
                                        -----------  -----------  ------------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations       $     90,434       57,454        31,677        2,509          353       32,290       30,715
                                        ===========  ===========  ============  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                            Templeton
                                                  -----------------------------------------------------------------

                                                                Franklin                                 Franklin
                                                               Small Cap                                  Growth
                                                     Bond      Investments    Stock      International  Investments    Total
                                                  -----------  -----------  -----------  -------------  -----------  -----------
<S>                                             <C>                    <C>         <C>            <C>           <C>     <C>
Investment income:
   Dividends                                    $          -            -            -              -            -       12,437
                                                  -----------  -----------  -----------  -------------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of portfolio
     shares                                                -            -            -              -            -       98,633
   Realized gain distributions                             -            -            -              -            -       97,554
                                                  -----------  -----------  -----------  -------------  -----------  -----------
       Net realized gain (loss)                            -            -            -              -            -      196,187
                                                  -----------  -----------  -----------  -------------  -----------  -----------

Change in unrealized appreciation                          -           41          160            167           23      394,851
                                                  -----------  -----------  -----------  -------------  -----------  -----------

       Net increase (decrease) in net
         assets from operations                 $          -           41          160            167           23      603,475
                                                  ===========  ===========  ===========  =============  ===========  ===========


See accompanying notes to financial statements.
</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                                                    Cova
                                           ----------------------------------------------------------------------------------------

                                                                       Large                                 Small        Large
                                              Bond      Developing      Cap       Mid-Cap      Quality        Cap          Cap
                                           Debenture      Growth      Research     Value         Bond        Stock        Stock
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------
<S>                                       <C>               <C>          <C>         <C>             <C>       <C>          <C>
Investment income:
   Dividends                              $       191            -          126          61           94            3           23
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of
     portfolio shares                               -          (56)         (59)        (60)           8          258          467
   Realized gain distributions                     74            3            -           -            -           76           76
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------
       Net realized gain (loss)                    74          (53)         (59)        (60)           8          334          543
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------

Change in unrealized appreciation               5,181       21,898       11,811      12,587          255       18,574       44,695
                                           -----------  -----------  ----------- -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations           $     5,446       21,845       11,878      12,588          357       18,911       45,261
                                           ===========  ===========  =========== ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Operations
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                               Cova            GACC      Lord Abbett
                                                --------------------------  -----------  -----------

                                                                                           Growth
                                                 Select     International     Money         and
                                                 Equity        Equity         Market       Income       Total
                                                ----------  --------------  -----------  -----------  -----------
<S>                                           <C>                   <C>         <C>          <C>         <C>
Investment income:
   Dividends                                  $        25             652            -        8,782        9,957
                                                ----------  --------------  -----------  -----------  -----------

Net realized gain (loss) on investments:
   Realized gain (loss) on sale of portfolio
     shares                                           112            (117)      12,085           40       12,678
   Realized gain distributions                        503               8            -       28,237       28,977
                                                ----------  --------------  -----------  -----------  -----------
       Net realized gain (loss)                       615            (109)      12,085       28,277       41,655
                                                ----------  --------------  -----------  -----------  -----------

Change in unrealized appreciation                  65,356           1,778        4,240       25,472      211,847
                                                ----------  --------------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets from operations               $    65,996           2,321       16,325       62,531      263,459
                                                ==========  ==============  ===========  ===========  ===========


See accompanying notes to financial statements.
</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                                    Cova
                                           ----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                Large                                  Small
                                              and          Bond     Developing      Cap        Mid-Cap      Quality        Cap
                                             Income     Debenture     Growth      Research      Value         Bond        Stock
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------
<S>                                      <C>               <C>         <C>          <C>          <C>           <C>         <C>
Increase (decrease) in net assets from
   operations:
     Investment income                   $          -        6,579           -          511          275          925          419
     Net realized gain (loss)                   1,170        2,176       2,822        1,594        1,843         (696)       1,137
     Change in unrealized appreciation        140,732        2,316      66,149       61,046        7,745       (2,378)      63,287

       Net increase (decrease) from        -----------  ----------- -----------  -----------  -----------  -----------  -----------
         operations                           141,902       11,071      68,971       63,151        9,863       (2,149)      64,843
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                    -            -           -            -            -            -            -
   Cova redemptions                                 -            -           -            -            -            -            -
   Payments received from contract
     owners                                         -            -           -            -            -            -            -
   Transfers between sub-accounts
     (including fixed account), net         1,568,828      241,298     147,286      215,618       75,796      (43,467)      29,705
   Transfers for contract benefits,
     terminations and insurance charges       (33,190)      (7,265)     (5,783)      (7,043)      (5,457)      (2,464)      (3,603)
       Net increase (decrease) in net
         assets from contract              -----------  ----------- -----------  -----------  -----------  -----------  -----------
         transactions                       1,535,638      234,033     141,503      208,575       70,339      (45,931)      26,102
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                             1,677,540      245,104     210,474      271,726       80,202      (48,080)      90,945

Net assets at beginning of period                   -      166,190     135,268      129,301      161,394      133,906      121,504
                                           -----------  ----------- -----------  -----------  -----------  -----------  -----------
Net assets at end of period              $  1,677,540      411,294     345,742      401,027      241,596       85,826      212,449
                                           ===========  =========== ===========  ===========  ===========  ===========  ===========



</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                           Cova                             AIM                GACC      Lord Abbett
                                            ------------------------------------  ------------------------  -----------  -----------

                                              Large                                               V.I.                      Growth
                                               Cap        Select    International    V.I.       Capital        Money         and
                                              Stock       Equity       Equity       Value      Appreciation    Market       Income
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------
<S>                                       <C>              <C>          <C>           <C>           <C>        <C>
Increase (decrease) in net assets from
   operations:
     Investment income                    $        995       2,102          560           69            2            -            -
     Net realized gain (loss)                   28,125      73,817        2,861          391           51       24,709       56,187
     Change in unrealized appreciation          61,314     (18,465)      28,256        2,049          300        7,581      (25,472)

       Net increase (decrease) from         -----------  ----------  -----------  -----------  -----------  -----------  -----------
         operations                             90,434      57,454       31,677        2,509          353       32,290       30,715
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                     -           -            -          100          100          100            -
   Cova redemptions                                  -           -            -            -            -            -            -
   Payments received from contract
     owners                                          -           -            -            -            -    2,511,219            -
   Transfers between sub-accounts
     (including fixed account), net            531,808     353,369       28,688       23,529        2,001   (2,485,129)    (693,373)
   Transfers for contract benefits,
     terminations and insurance charges        (15,573)    (18,696)      (3,197)        (216)          (8)     (18,975)        (253)
       Net increase (decrease) in net
         assets from contract               -----------  ----------  -----------  -----------  -----------  -----------  -----------
         transactions                          516,235     334,673       25,491       23,413        2,093        7,215     (693,626)
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                                606,669     392,127       57,168       25,922        2,446       39,505     (662,911)

Net assets at beginning of period              257,293     477,727       90,276            -            -      451,202      662,911
                                            -----------  ----------  -----------  -----------  -----------  -----------  -----------
Net assets at end of period               $    863,962     869,854      147,444       25,922        2,446      490,707            -
                                            ===========  ==========  ===========  ===========  ===========  ===========  ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Year ended December 31,1999



<TABLE>
<CAPTION>
                                                                            Templeton
                                                  ------------------------------------------------------------------

                                                                Franklin                                 Franklin
                                                               Small Cap                                  Growth
                                                     Bond      Investments    Stock      International  Investments     Total
                                                  -----------  -----------  -----------  -------------  ------------  -----------
<S>                                             <C>                   <C>        <C>            <C>             <C>    <C>
Increase (decrease) in net assets from
   operations:
     Investment income                          $          -            -            -              -             -       12,437
     Net realized gain (loss)                              -            -            -              -             -      196,187
     Change in unrealized appreciation                     -           41          160            167            23      394,851

       Net increase (decrease) from               -----------  -----------  -----------  -------------  ------------  -----------
         operations                                        -           41          160            167            23      603,475
                                                  -----------  -----------  -----------  -------------  ------------  -----------

Contract transactions:
   Cova payments                                         100          100          100            100           100          800
   Cova redemptions                                        -            -            -              -             -            -
   Payments received from contract
     owners                                                -            -            -              -             -    2,511,219
   Transfers between sub-accounts
     (including fixed account), net                        -            -        2,001          2,001             -          (41)
   Transfers for contract benefits,
     terminations and insurance charges                    -            -           (7)            (8)            -     (121,738)
       Net increase (decrease) in net
         assets from contract                     -----------  -----------  -----------  -------------  ------------  -----------
         transactions                                    100          100        2,094          2,093           100    2,390,240
                                                  -----------  -----------  -----------  -------------  ------------  -----------

       Net increase (decrease) in net
         assets                                          100          141        2,254          2,260           123    2,993,715

Net assets at beginning of period                          -            -            -              -             -    2,786,972
                                                  -----------  -----------  -----------  -------------  ------------  -----------
Net assets at end of period                     $        100          141        2,254          2,260           123    5,780,687
                                                  ===========  ===========  ===========  =============  ============  ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                                                    Cova
                                          ----------------------------------------------------------------------------------------

                                                                      Large                                 Small        Large
                                             Bond      Developing      Cap        Mid-Cap     Quality        Cap          Cap
                                          Debenture      Growth      Research      Value        Bond        Stock        Stock
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------
<S>                                     <C>               <C>          <C>          <C>         <C>          <C>          <C>
Increase (decrease) in net assets from
   operations:
     Investment income                  $        191            -          126           61          94            3           23
     Net realized gain (loss)                     74          (53)         (59)         (60)          8          334          543
     Change in unrealized appreciation         5,181       21,898       11,811       12,587         255       18,574       44,695

       Net increase (decrease) from       -----------  -----------  -----------  ----------- -----------  -----------  -----------
         operations                            5,446       21,845       11,878       12,588         357       18,911       45,261
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------

Contract transactions:
   Cova payments                                   -            -            -            -           -            -            -
   Cova redemptions                                -            -            -            -           -            -            -
   Payments received from contract
     owners                                        -            -            -            -           -            -            -
   Transfers between sub-accounts, net       161,726      115,070      119,413      150,800     133,943      105,943      216,611
   Transfers for contract benefits,
     terminations and insurance charges         (982)      (1,647)      (1,990)      (1,994)       (394)      (3,350)      (4,579)
       Net increase (decrease) in net
         assets from contract             -----------  -----------  -----------  ----------- -----------  -----------  -----------
         transactions                        160,744      113,423      117,423      148,806     133,549      102,593      212,032
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------

       Net increase (decrease) in net
         assets                              166,190      135,268      129,301      161,394     133,906      121,504      257,293

Net assets at beginning of period                  -            -            -            -           -            -            -
                                          -----------  -----------  -----------  ----------- -----------  -----------  -----------
Net assets at end of period             $    166,190      135,268      129,301      161,394     133,906      121,504      257,293
                                          ===========  ===========  ===========  =========== ===========  ===========  ===========



</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Statements of Changes in Net Assets
Period ended December 31, 1998



<TABLE>
<CAPTION>
                                                        Cova                 GACC      Lord Abbett
                                             ---------------------------  -----------  -----------

                                                                                         Growth
                                               Select     International     Money         and
                                               Equity        Equity         Market       Income       Total
                                             -----------  --------------  -----------  -----------  -----------
<S>                                        <C>                   <C>         <C>          <C>        <C>
Increase (decrease) in net assets from
   operations:
     Investment income                     $         25             652            -        8,782        9,957
     Net realized gain (loss)                       615            (109)      12,085       28,277       41,655
     Change in unrealized appreciation           65,356           1,778        4,240       25,472      211,847
       Net increase (decrease) from          -----------  --------------  -----------  -----------  -----------
         operations                              65,996           2,321       16,325       62,531      263,459
                                             -----------  --------------  -----------  -----------  -----------

Contract transactions:
   Cova payments                                      -               -            -            -            -
   Cova redemptions                                   -               -            -            -            -
   Payments received from contract
     owners                                           -               -    2,605,542            -    2,605,542
   Transfers between sub-accounts, net          417,562          91,449   (2,120,328)     607,811            -
   Transfers for contract benefits,
     terminations and insurance charges          (5,831)         (3,494)     (50,337)      (7,431)     (82,029)
       Net increase (decrease) in net
         assets from contract                -----------  --------------  -----------  -----------  -----------
         transactions                           411,731          87,955      434,877      600,380    2,523,513
                                             -----------  --------------  -----------  -----------  -----------

       Net increase (decrease) in net
         assets                                 477,727          90,276      451,202      662,911    2,786,972

Net assets at beginning of period                     -               -            -            -            -
                                             -----------  --------------  -----------  -----------  -----------
Net assets at end of period                $    477,727          90,276      451,202      662,911    2,786,972
                                             ===========  ==============  ===========  ===========  ===========


See accompanying notes to financial statements.


</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


(1)      ORGANIZATION
         Cova Variable Life Account One (the Separate Account), a unit
         investment trust registered under the Investment Company Act of 1940 as
         amended, was established by Cova Financial Services Life Insurance
         Company (CFSLIC) and exists in accordance with the regulations of the
         Missouri Department of Insurance. The Separate Account is a funding
         vehicle for single premium variable life (SPVL) and flexible premium
         variable universal life insurance policies (FPVUL) offered by CFSLIC.

         On August 26, 1999, CFSLIC's ultimate parent company, GenAmerica
         Corporation, entered into a definitive agreement to be acquired by
         Metropolitan Life Insurance Company. The acquisition occurred on
         January 6, 2000.

         The Separate Account is divided into sub-accounts with the assets of
         each sub-account invested in corresponding portfolios of the following
         investment companies. Each investment company is a diversified,
         open-end, management investment company registered under the Investment
         Company Act of 1940 as amended. The sub-accounts available for
         investment may vary between variable life insurance policies offered by
         CFSLIC.

<TABLE>
<S>                                                                          <C>
              Cova Series Trust (Cova)                                       10  portfolios
              General American Capital Company (GACC)                         1  portfolios
              Lord Abbett Series Fund, Inc. (Lord Abbett)                     1  portfolios
              Russell Insurance Funds (Russell)                               5  portfolios
              AIM Variable Insurance Funds, Inc. (AIM)                        3  portfolios
              Alliance Variable Products Series Fund, Inc. (Alliance)         2  portfolios
              Liberty Variable Investment Trust (Liberty)                     1  portfolios
              Goldman Sachs Variable Insurance Trust (Goldman Sachs)          3  portfolios
              Investors Fund Series (Kemper)                                  3  portfolios
              MFS Variable Insurance Trust (MFS)                              5  portfolios
              Oppenheimer Variable Account Funds (Oppenheimer)                5  portfolios
              Putnam Variable Trust (Putnam)                                  5  portfolios
              Templeton Variable Products Series Fund (Templeton)             7  portfolios
</TABLE>
<TABLE>

         The following sub-accounts commenced operations in 1999:
<S>                                                                         <C>
              Cova Lord Abbett Growth and Income                            January 8, 1999
              AIM V.I. Value                                                    May 3, 1999
              AIM V.I. Capital Appreciation                                   July 19, 1999
              Templeton Bond                                                  July 19, 1999
              Franklin Small Cap Investments                                  July 19, 1999
              Templeton Stock                                                 July 19, 1999
              Templeton International                                         July 19, 1999
              Franklin Growth Investments                                     July 19, 1999

         The following sub-accounts ceased operations in 1999:
              Lord Abbett Growth and Income                                 January 8, 1999
</TABLE>
<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


(2)      SIGNIFICANT ACCOUNTING POLICIES
         (A)  INVESTMENT VALUATION
              Investments made in the portfolios of the investment companies are
              valued at the reported net asset value of such portfolios, which
              value their investment securities at fair value. The average cost
              method is used to compute the realized gains and losses on the
              sale of portfolio owned by the sub-accounts. Income from dividends
              and gains from realized capital gain distributions are recorded on
              the ex-distribution date.

         (B)  REINVESTMENT OF DISTRIBUTIONS
              With the exception of the GACC Money Market Fund, dividends and
              gains from realized gain distributions are reinvested in
              additional shares of the portfolios.

              GACC follows the Federal income tax practice known as consent
              dividending, whereby substantially all of its net investment
              income and realized capital gains are deemed to pass through to
              the Separate Account. As a result, GACC does not distribute
              dividends and realized capital gains. During December of each
              year, the accumulated net investment income and realized capital
              gains of the GACC Money Market Fund are allocated to the Separate
              Account by increasing the cost basis and recognizing a gain in the
              Separate Account.

         (C)  FEDERAL INCOME TAXES
              The operations of the Separate Account are included in the federal
              income tax return of CFSLIC which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, CFSLIC believes it will be treated
              as the owner of the Separate Account assets for federal income tax
              purposes and does not expect to incur federal income taxes on the
              earnings of the Separate Account to the extent the earnings are
              credited to the variable life policies. Based on this, no charge
              has been made to the Separate Account for federal income taxes. A
              charge may be made in future years for any federal income taxes
              that would be attributable to the variable life policies.

(3)      CONTRACT FEES
         There are fees associated with the variable life insurance policies
         that are deducted from the policy account value and Separate Account
         that reduce the return on investment. The type, amount, and timing of
         the fees may vary between the variable life policies offered by CFSLIC
         and include mortality and expense risk, administrative, selection and
         issue expense, cost of insurance, tax expense (premium and federal
         taxes), contingent deferred sales (surrender) and transfer charges.

(4)      SEPARATE ACCOUNT EXPENSES
         The mortality and expense fees for FPVUL policies are deducted from the
         separate account and are reflected in the accumulation unit value.
         There were no fees incurred in 1999.


<PAGE>









COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998



(5)      COST BASIS OF INVESTMENTS
         The cost basis of each sub-account's investment at December 31, 1999
         follows:

         Cova Lord Abbett Growth and Income                   $1,536,808
         Cova Bond Debenture                                     403,797
         Cova Developing Growth                                  257,695
         Cova Large Cap Research                                 328,170
         Cova Mid-Cap Value                                      221,264
         Cova Quality Bond                                        87,949
         Cova Small Cap Stock                                    130,588
         Cova Large Cap Stock                                    757,953
         Cova Select Equity                                      822,963
         Cova International Equity                               117,410
         AIM V.I. Value                                           23,873
         AIM V.I. Capital Appreciation                             2,146
         GACC Money Market                                       493,926
         Templeton Bond                                              100
         Franklin Small Cap Investments                              100
         Templeton Stock                                           2,093
         Templeton International                                   2,093
         Franklin Growth Investments                                 100
                                                               ----------
                                                              $5,189,028
                                                               ==========





<PAGE>


COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(6)  UNIT FAIR VALUE
     A summary of accumulation unit values, net assets, and total return for
     each sub-account follows:

                                                         Accumulation                Net Assets                Total
                                                          Unit Value               (in thousands)              Return
                                      Commenced     -----------------------    ----------------------    -------------------
                                     Operations     12/31/99      12/31/98      12/31/99    12/31/98      1999       1998
                                                    ----------   ----------    ----------   ---------    -------    --------
<S>                                     <C>          <C>          <C>              <C>       <C>         <C>         <C>
SPVL policies:
     Cova Lord Abbett Growth
        and Income                      1/8/99       $12.448204            -    $ 1,678         -         11.41%          -
     Cova Bond Debenture                4/13/98       10.614338    10.262336        411       166          3.43%      0.78%
     Cova Developing Growth             4/16/98       13.050371     9.855135        346       135         32.42%     -5.41%
     Cova Large Cap Research             5/4/98       13.771430    10.972618        401       129         25.51%      4.31%
     Cova Mid-Cap Value                 3/23/98       10.119059     9.576906        242       161          5.66%     -6.17%
     Cova Quality Bond                  4/13/98       10.551764    10.717509         86       134         -1.55%      6.22%
     Cova Small Cap Stock               4/13/98       12.850204     8.891377        212       122         44.52%    -14.87%
     Cova Large Cap Stock               4/13/98       14.283064    12.135469        864       257         17.70%     13.96%
     Cova Select Equity                 3/23/98       12.600289    11.480648        870       478          9.75%      9.65%
     Cova International Equity          3/23/98       13.571289    10.560451        147        90         28.51%      1.80%
     AIM V.I. Value                      5/3/99       11.774189            -         26         -         17.74%          -
     AIM V.I. Capital Appreciation      7/19/99       13.925402            -          2         -         28.36%          -
     GACC Money Market                  2/26/98       11.013039    10.468518        491       451          5.20%      4.69%
     Templeton Bond                     7/19/99        9.970060            -          -         -         -0.30%          -
     Franklin Small Cap Investments     7/19/99       14.136079            -          -         -         41.36%          -
     Templeton Stock                    7/19/99       11.011283            -          2         -         10.11%          -
     Templeton International            7/19/99       10.827249            -          2         -          8.27%          -
     Franklin Growth Investments        7/19/99       12.333825            -          -         -         23.34%          -


FPVUL policies:
     GACC Money Market                 11/29/99       10.047103            -        -            -         0.47%          -

</TABLE>


<PAGE>

COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998

<TABLE>
<CAPTION>
(7)      REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION
         The realized gain (loss) on the sale of fund shares and the change in
         unrealized appreciation for each sub-account during the year ended
         December 31, 1999 and the period ended December 31, 1998 follows:

                                                                                   Realized Gain (Loss)
                                                              -------------------------------------------------------------
                                                                    Aggregate           Aggregate Cost
                                                   Year or     Proceeds from Sales      of Fund Shares           Realized
                                                   Period        of Fund Shares            Redeemed             Gain (Loss)
                                                -----------   -------------------     ------------------      -------------
<S>                                                  <C>            <C>                    <C>                    <C>
         Cova Lord Abbett Growth and Income          1999           $ 98,255               $ 97,085               $ 1,170
                                                     1998                  -                      -                      -

         Cova Bond Debenture                         1999              4,687                  4,643                    44
                                                     1998                527                    527                     -

         Cova Developing Growth                      1999             15,912                 13,090                 2,822
                                                     1998              1,194                  1,250                   (56)

         Cova Large Cap Research                     1999             12,192                 10,598                 1,594
                                                     1998              1,809                  1,868                   (59)

         Cova Mid-Cap Value                          1999             17,534                 15,691                 1,843
                                                     1998              1,646                  1,706                   (60)

         Cova Quality Bond                           1999             97,215                 98,374                (1,159)
                                                     1998                890                    882                     8

         Cova Small Cap Stock                        1999              6,684                  5,547                 1,137
                                                     1998              3,110                  2,852                   258

         Cova Large Cap Stock                        1999             49,866                 43,464                 6,402
                                                     1998              4,336                  3,869                   467

         Cova Select Equity                          1999             79,613                 77,125                 2,488
                                                     1998              2,999                  2,888                   111

         Cova International Equity                   1999             19,787                 18,422                 1,365
                                                     1998              3,171                  3,287                  (116)

         AIM V.I. Value                              1999                218                    188                    30
                                                     1998                  -                      -                     -

         AIM V.I. Capital Appreciation               1999                  8                      7                     1
                                                     1998                  -                      -                     -

         GACC Money Market                           1999          2,543,802              2,519,093                24,709
                                                     1998          2,041,400              2,029,315                12,085

         Lord Abbett Growth and Income               1999            694,610                638,423                56,187
                                                     1998              3,786                  3,746                    40

         Templeton Bond                              1999                  -                      -                     -
                                                     1998                  -                      -                     -

         Franklin Small Cap Investments              1999                  -                      -                     -
                                                     1998                  -                      -                     -

         Templeton  Stock                            1999                  8                      8                     -
                                                     1998                  -                      -                     -

         Templeton  International                    1999                  8                      8                     -
                                                     1998                  -                      -                     -

         Franklin Growth Investments                 1999                  -                      -                     -
                                                     1998                  -                      -                     -
</TABLE>


<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998

<TABLE>
<CAPTION>
(7)      REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION, CONTINUED


                                                                        Unrealized Appreciation (Depreciation)
                                                              -------------------------------------------------------------
                                                                  Appreciation           Appreciation
                                                   Year or       (Depreciation)         (Depreciation)
                                                   Period         End of Period       Beginning of Period         Change
                                                -----------   -------------------     ------------------      -------------
<S>                                                 <C>           <C>                          <C>               <C>
         Cova Lord Abbett Growth and Income         1999          $ 140,732                    $ -               $140,732
                                                    1998                  -                      -                      -

         Cova Bond Debenture                        1999              7,497                  5,181                  2,316
                                                    1998              5,181                      -                  5,181

         Cova Developing Growth                     1999             88,047                 21,898                 66,149
                                                    1998             21,898                      -                 21,898

         Cova Large Cap Research                    1999             72,857                 11,811                 61,046
                                                    1998             11,811                      -                 11,811

         Cova Mid-Cap Value                         1999             20,332                 12,587                  7,745
                                                    1998             12,587                      -                 12,587

         Cova Quality Bond                          1999             (2,123)                   255                 (2,378)
                                                    1998                255                      -                    255

         Cova Small Cap Stock                       1999             81,861                 18,574                 63,287
                                                    1998             18,574                      -                 18,574

         Cova Large Cap Stock                       1999            106,009                 44,695                 61,314
                                                    1998             44,695                      -                 44,695

         Cova Select Equity                         1999             46,891                 65,356                (18,465)
                                                    1998             65,356                      -                 65,356

         Cova International Equity                  1999             30,034                  1,778                 28,256
                                                    1998              1,778                      -                  1,778

         AIM V.I. Value                             1999              2,049                      -                  2,049
                                                    1998                  -                      -                      -

         AIM V.I. Capital Appreciation              1999                300                      -                    300
                                                    1998                  -                      -                      -

         GACC Money Market                          1999             11,821                  4,240                  7,581
                                                    1998              4,240                      -                  4,240

         Lord Abbett Growth and Income              1999                  -                 25,472                (25,472)
                                                    1998             25,472                      -                 25,472

         Templeton Bond                             1999                  -                      -                      -
                                                    1998                  -                      -                      -

         Franklin Small Cap Investments             1999                 41                      -                     41
                                                    1998                  -                      -                      -

         Templeton  Stock                           1999                160                      -                    160
                                                    1998                  -                      -                      -

         Templeton  International                   1999                167                      -                    167
                                                    1998                  -                      -                      -

         Franklin Growth Investments                1999                 23                      -                     23

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS
      The change in the number of units for each sub-account follows:


                                                                                     Cova
                                           ----------------------------------------------------------------------------------------
                                           Lord Abbett
                                             Growth                                 Large                                 Small
                                              and          Bond      Developing      Cap        Mid-Cap      Quality       Cap
                                             Income     Debenture      Growth      Research      Value         Bond       Stock
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
<S>                                           <C>           <C>          <C>          <C>          <C>           <C>        <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/97                    -            -            -            -            -            -           -

          Cova units purchased                      -            -            -            -            -            -           -
          Cova units redeemed                       -            -            -            -            -            -           -
          Contract units purchased                  -            -            -            -            -            -           -
          Contract units transferred, net           -       16,292       13,928       11,988       17,077       12,531      14,067
          Contract units redeemed                   -          (98)        (202)        (204)        (225)         (37)       (402)
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
        Unit balance at 12/31/98                    -       16,194       13,726       11,784       16,852       12,494      13,665

          Cova units purchased                      -            -            -            -            -            -           -
          Cova units redeemed                       -            -            -            -            -            -           -
          Contract units purchased                  -            -            -            -            -            -           -
          Contract units transferred, net     139,570       23,254       13,287       17,896        7,584       (4,128)      3,239
          Contract units redeemed              (4,808)        (699)        (520)        (560)        (561)        (232)       (371)
                                           -----------  -----------  -----------  -----------  -----------  ----------- -----------
        Unit balance at 12/31/99              134,762       38,749       26,493       29,120       23,875        8,134      16,533
                                           ===========  ===========  ===========  ===========  ===========  =========== ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS, CONTINUED



                                                        Cova                            AIM                   GACC     Lord Abbett
                                         ------------------------------------  --------------------------  -----------  -----------

                                          Large                                                 V.I.                      Growth
                                           Cap         Select     International   V.I.        Capital        Money         and
                                          Stock        Equity       Equity       Value      Appreciation     Market       Income
                                         ----------  -----------  -----------  -----------  -------------  -----------  -----------
<S>                                         <C>          <C>          <C>           <C>              <C>       <C>        <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/97                 -            -            -            -              -            -            -

          Cova units purchased                   -            -            -            -              -            -            -
          Cova units redeemed                    -            -            -            -              -            -            -
          Contract units purchased               -            -            -            -              -      303,667            -
          Contract units transferred, net   21,607       42,165        8,896            -              -     (205,485)      62,823
          Contract units redeemed             (405)        (554)        (347)           -              -      (55,081)        (745)
                                         ----------  -----------  -----------  -----------  -------------  -----------  -----------
        Unit balance at 12/31/98            21,202       41,611        8,549            -              -       43,101       62,078

          Cova units purchased                   -            -            -            9              9            -            -
          Cova units redeemed                    -            -            -            -              -            -            -
          Contract units purchased               -            -            -            -              -      247,255            -
          Contract units transferred, net   40,404       28,968        2,602        2,213            168     (232,315)     (62,052)
          Contract units redeemed           (1,117)      (1,545)        (287)         (20)            (1)     (13,493)         (26)
                                         ----------  -----------  -----------  -----------  -------------  -----------  -----------
        Unit balance at 12/31/99            60,489       69,034       10,864        2,202            176       44,548            -
                                         ==========  ===========  ===========  ===========  =============  ===========  ===========


      FPVUL policies:
        Unit balance at 12/31/97                                                                                    -

          Cova units purchased                                                                                      -
          Cova units redeemed                                                                                       -
          Contract units purchased                                                                                  -
          Contract units transferred, net                                                                           -
          Contract units redeemed                                                                                   -
                                                                                                           -----------
        Unit balance at 12/31/98                                                                                    -

          Cova units purchased                                                                                     10
          Cova units redeemed                                                                                       -
          Contract units purchased                                                                                  -
          Contract units transferred, net                                                                           -
          Contract units redeemed                                                                                   -
                                                                                                           -----------
        Unit balance at 12/31/99                                                                                   10
                                                                                                           ===========

</TABLE>
<PAGE>
COVA VARIABLE LIFE ACCOUNT ONE
Notes to Financial Statements
December 31, 1999 and 1998


<TABLE>
<CAPTION>
(8)   UNIT TRANSACTIONS, CONTINUED



                                                                            Templeton
                                               -----------------------------------------------------------------------

                                                              Franklin                                    Franklin
                                                              Small Cap                                    Growth
                                                  Bond       Investments      Stock      International   Investments
                                               -----------  --------------  -----------  -------------- --------------
<S>                                                    <C>             <C>         <C>             <C>             <C>
Accumulation units:
      SPVL policies:
        Unit balance at 12/31/97                        -               -            -               -              -

          Cova units purchased                          -               -            -               -              -
          Cova units redeemed                           -               -            -               -              -
          Contract units purchased                      -               -            -               -              -
          Contract units transferred, net               -               -            -               -              -
          Contract units redeemed                       -               -            -               -              -
                                               -----------  --------------  -----------  -------------- --------------
        Unit balance at 12/31/98                        -               -            -               -              -

          Cova units purchased                          -               -            -               -              -
          Cova units redeemed                           -               -            -               -              -
          Contract units purchased                     10              10           10              10             10
          Contract units transferred, net               -               -          196             200              -
          Contract units redeemed                       -               -           (1)             (1)             -
                                               -----------  --------------  -----------  -------------- --------------
        Unit balance at 12/31/99                       10              10          205             209             10
                                               ===========  ==============  ===========  ============== ==============


</TABLE>





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

                        Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997

                   (With Independent Auditors' Report Thereon)





                          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) (the Company) as of December 31, 1999 and
     1998, and the related consolidated statements of income, shareholder's
     equity, and cash flows for each of the years in the three-year period ended
     December 31, 1999. 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, 1999 and 1998, and the results of their operations and their cash flows
     for each of the years in the three-year period ended December 31, 1999, in
     conformity with generally accepted accounting principles.







     February 4, 2000



<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                       ASSETS                                1999           1998
                                                                          ------------   ------------
                                                                                (IN THOUSANDS)

<S>                                                                     <C>                <C>
Investments:
    Debt securities available-for-sale, at fair value (cost of
      $1,575,536 in 1999 and $1,375,198 in 1998)                        $   1,481,997      1,371,513
    Preferred stock - affiliate, at fair value                                  6,892          9,000
    Common stock, at fair value                                                    12             37
    Mortgage loans, net of allowance for potential loan loss
      of $1,090 in 1999 and $510 in 1998                                      376,147        312,865
    Policy loans                                                               27,778         26,295
    Other invested assets                                                       4,625             --
                                                                          ------------   ------------

             Total investments                                              1,897,451      1,719,710

Cash and cash equivalents - interest-bearing                                   86,038         94,770
Cash - noninterest-bearing                                                      5,893          5,008
Receivable from sale of securities                                              1,452          5,845
Accrued investment income                                                      24,992         21,505
Deferred policy acquisition costs                                             214,120        131,973
Present value of future profits                                                55,406         42,230
Goodwill                                                                       16,157         18,585
Deferred tax asset, net                                                        21,964          4,786
Receivable from OakRe                                                         336,376        720,904
Federal and state income taxes recoverable                                      1,190             --
Due from affiliates                                                                --        246,198
Other assets                                                                      741            829
Separate account assets                                                     2,537,962      1,832,396
                                                                          ------------   ------------

             Total assets                                               $   5,199,742      4,844,739
                                                                          ============   ============
</TABLE>


<PAGE>

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

                     Consolidated Balance Sheets, Continued

                           December 31, 1999 and 1998


<TABLE>
<CAPTION>

                       LIABILITIES AND SHAREHOLDER'S EQUITY                       1999           1998
                                                                              -------------  -------------
                                                                                    (IN THOUSANDS)

Liabilities:
<S>                                                                         <C>                 <C>
    Policyholder deposits                                                   $    2,270,795      2,643,124
    Future policy benefits                                                          58,432         54,336
    Payable on return of collateral on loaned securities                            37,862         25,923
    Payable on purchase of securities                                                  516          1,040
    Due to affiliates                                                                4,220             --
    Federal and state income taxes payable                                              --            446
    Accounts payable and other liabilities                                          22,905         18,714
    Future purchase price payable to OakRe                                           2,898          6,976
    Guaranty fund assessments                                                        9,900          9,700
    Separate account liabilities                                                 2,537,652      1,832,394
                                                                              -------------  -------------

             Total liabilities                                                   4,945,180      4,592,653
                                                                              -------------  -------------


Shareholder's equity:
    Common stock, $2 par value.  Authorized
      5,000,000 shares; issued and outstanding
      2,899,466 shares in 1999 and 1998                                              5,799          5,799
    Additional paid-in capital                                                     260,491        220,491
    Retained earnings                                                               12,906         26,410
    Accumulated other comprehensive
      loss - net of tax                                                            (24,634)          (614)
                                                                              -------------  -------------

             Total shareholder's equity                                            254,562        252,086
                                                                              -------------  -------------

             Total liabilities and shareholder's equity                     $    5,199,742      4,844,739
                                                                              =============  =============


See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>

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

                        Consolidated Statements of Income

                  Years ended December 31, 1999, 1998, and 1997




<TABLE>
<CAPTION>
                                                                                     1999         1998         1997
                                                                                  -----------  -----------  -----------
                                                                                             (in thousands)

Revenues:
<S>                                                                             <C>                <C>           <C>
    Premiums                                                                    $      8,468       23,875        9,368
    Net investment income                                                            131,372      127,812      111,661
    Net realized (losses) gains on sales
      of investments                                                                 (20,214)      (1,600)         563
    Separate account fees                                                             30,999       20,820       12,455
    Other income                                                                       6,142        1,197        2,400
                                                                                  -----------  -----------  -----------

             Total revenues                                                          156,767      172,104      136,447
                                                                                  -----------  -----------  -----------

Benefits and expenses:
    Interest on policyholder deposits                                                102,274       93,759       81,129
    Current and future policy benefits                                                27,409       25,225       11,496
    Operating and other expenses                                                      37,270       20,151       16,179
    Amortization of purchased
      intangible assets                                                                6,087        6,309        6,697
    Amortization of deferred policy
      acquisition costs                                                                3,621        9,393        6,307
                                                                                  -----------  -----------  -----------

             Total benefits and expenses                                             176,661      154,837      121,808
                                                                                  -----------  -----------  -----------

             (Loss) income before income taxes                                       (19,894)      17,267       14,639
                                                                                  -----------  -----------  -----------

Income tax (benefit) expense:
    Current                                                                           (2,146)      (1,576)       1,951
    Deferred                                                                          (4,244)       4,949        3,710
                                                                                  -----------  -----------  -----------

             Total income tax (benefit) expense                                       (6,390)       3,373        5,661
                                                                                  -----------  -----------  -----------

             Net (loss) income                                                  $    (13,504)      13,894        8,978
                                                                                  ===========  ===========  ===========


See accompanying notes to consolidated financial statements.

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

                 Consolidated Statements of Shareholder's Equity

                  Years ended December 31, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                                      1999         1998         1997
                                                                                   -----------  -----------  -----------
                                                                                              (in thousands)
Common stock, balance at beginning
<S>                                                                              <C>                 <C>          <C>
    and end of period                                                            $      5,799        5,799        5,799
                                                                                   -----------  -----------  -----------

Additional paid-in capital:
    Balance at beginning of period                                                    220,491      191,491      166,491
    Capital contribution                                                               40,000       29,000       25,000
                                                                                   -----------  -----------  -----------

Balance at end of period                                                              260,491      220,491      191,491
                                                                                   -----------  -----------  -----------

Retained earnings:
    Balance at beginning of period                                                     26,410       12,516        3,538
    Net (loss) income                                                                 (13,504)      13,894        8,978
                                                                                   -----------  -----------  -----------

Balance at end of period                                                               12,906       26,410       12,516
                                                                                   -----------  -----------  -----------

Accumulated other comprehensive (loss) income:
    Balance at beginning of period                                                       (614)       2,732         (784)
    Change in unrealized (depreciation) appreciation
      of debt and equity securities                                                   (91,987)     (14,571)      14,077
    Deferred federal income tax impact                                                 12,934        1,801       (1,893)
    Change in deferred policy acquisition costs attributable
      to unrealized depreciation (appreciation)                                        39,975        6,996       (5,342)
    Change in present value of future profits
      attributable to unrealized depreciation (appreciation)                           15,058        2,428       (3,326)
                                                                                   -----------  -----------  -----------

Balance at end of period                                                              (24,634)        (614)       2,732
                                                                                   -----------  -----------  -----------

             Total shareholder's equity                                          $    254,562      252,086      212,538
                                                                                   ===========  ===========  ===========

Total comprehensive (loss) income:
    Net (loss) income                                                            $    (13,504)      13,894        8,978
    Other comprehensive (loss) income (change in net unrealized
      (depreciation) appreciation of debt and equity securities)                      (24,020)      (3,346)       3,516
                                                                                   -----------  -----------  -----------

             Total comprehensive (loss) income                                   $    (37,524)      10,548       12,494
                                                                                   ===========  ===========  ===========


See accompanying notes to consolidated financial statements.

</TABLE>
<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, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                                   1999           1998           1997
                                                                              -------------  --------------  ------------
                                                                                                   (in thousands)

Reconciliations of net income to net cash provided by operating activities:
<S>                                                                         <C>                     <C>            <C>
      Net income (loss)                                                     $      (13,504)         13,894         8,978
      Adjustments to reconcile net income to net
        cash provided by operating activities:
           Increase in future policy benefits                                        4,096          15,975         6,019
           Increase (decrease) in payables and
             accrued liabilities                                                     1,620          (9,419)       (9,278)
           Increase in accrued investment income                                    (1,483)           (903)       (5,591)
           Amortization of intangible assets and
             deferred policy acquisition costs                                      14,963          15,702        13,004
           Amortization and accretion of securities
             premiums and discounts                                                    (59)         (1,767)        1,664
           Decrease in recapture commissions payable to OakRe                       (4,078)         (5,197)       (4,837)
           Net SPDA benefits recaptured from RGA                                    14,043              --            --
           Net realized loss (gain) on sale of investments                          20,214           1,600          (563)
           Interest accumulated on policyholder deposits                           102,274          93,759        81,129
           (Decrease) increase in current and
             deferred federal income taxes                                          (1,360)          4,083         5,022
           Separate account net income                                                   1             (12)       (2,637)
           Commissions and expenses deferred                                       (45,793)        (50,044)      (46,142)
           Other                                                                    (8,720)         (2,011)        2,413
                                                                              -------------  --------------  ------------

             Net cash provided by operating activities                              82,214          75,660        49,181
                                                                              -------------  --------------  ------------

Cash flows from investing activities:
    Cash used in the purchase of investment securities                            (560,288)       (733,049)     (809,814)
    Proceeds from investment securities sold and matured                           478,398         642,481       382,783
    Other                                                                           (3,524)         (1,159)       15,400
                                                                              -------------  --------------  ------------

             Net cash used in investing activities                          $      (85,414)        (91,727)     (411,631)
                                                                              -------------  --------------  ------------

See accompanying notes to consolidated financial statements.

</TABLE>
<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, 1999, 1998, and 1997


<TABLE>
<CAPTION>
                                                                                  1999           1998           1997
                                                                              -------------  --------------  ------------
                                                                                                   (in thousands)

Cash flows from financing activities:
<S>                                                                         <C>                  <C>             <C>
    Policyholder deposits                                                   $      740,599       1,014,075       841,174
    Transfers from OakRe                                                           441,742         812,520       637,168
    Transfer to separate accounts                                                 (404,241)       (789,872)     (450,303)
    Return of policyholder deposits                                               (878,516)       (889,202)     (597,425)
    Proceeds from security collateral on securities lending                         11,939          25,923            --
    Transfers from (to) RGA                                                         43,830        (103,175)     (120,411)
    Capital contributions received                                                  40,000          29,000        25,000
                                                                              -------------  --------------  ------------

             Net cash (used) provided by financing activities                       (4,647)         99,269       335,203
                                                                              -------------  --------------  ------------

             (Decrease) increase in cash and
               cash equivalents                                                     (7,847)         83,202       (27,247)

Cash and cash equivalents at beginning of period                                    99,778          16,576        43,823
                                                                              -------------  --------------  ------------

Cash and cash equivalents at end of period                                  $       91,931          99,778        16,576
                                                                              =============  ==============  ============


See accompanying notes to consolidated financial statements.

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

                   Notes to Consolidated Financial Statements

                        December 31, 1999, 1998, and 1997





  (1)   NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

              Cova Financial Services Life Insurance Company (CFSLIC) and
              subsidiaries (the Company) market and service single premium
              deferred annuities, immediate annuities, variable annuities, term
              life, single premium variable universal life, 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. Single premium whole life insurance policies
              provide policy beneficiaries with mortality benefits amounting to
              a multiple, which declines with age, of the original premium.

              Under the deferred fixed 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.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              accounts. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general accounts is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders also may incur certain federal income tax
              penalties on withdrawals.

              Under the single premium variable life contracts, policyholder
              deposits are allocated to various separate account sub-accounts.
              The account value allocated to a sub-account will fluctuate based
              on the performance of the sub-accounts. The Company guarantees a
              minimum death benefit to be paid to the beneficiaries upon the
              death of the insured. The Company may assess surrender fees
              against amounts withdrawn prior to the end of the surrender charge
              period. A deferred premium tax may also be assessed against
              amounts withdrawn in the first ten years. Policyholders may also
              incur certain federal income tax penalties on withdrawals.

              Under the term life insurance policies, policyholders pay a level
              premium over a certain period of time to guarantee a death benefit
              will be paid to the beneficiaries upon the death of the insured.
              This policy has no cash accumulation available to the
              policyholder.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 86%, 89%, and 73% of the
              Company's sales have been through two specific brokerage firms, A.
              G. Edwards & Sons, Incorporated and Edward Jones & Company, in
              1999, 1998, and 1997, respectively.


<PAGE>

              ORGANIZATION

              The Company is a wholly owned subsidiary of Cova Corporation,
              which is a wholly owned subsidiary of General American Life
              Insurance Company (GALIC), a Missouri domiciled life insurance
              company. GALIC is a wholly owned subsidiary of GenAmerica
              Corporation, which in turn is wholly owned by the ultimate parent,
              General American Mutual Holding Company (GAMHC). The Company owns
              100% of the outstanding shares of two subsidiaries, First Cova
              Life Insurance Company (a New York domiciled insurance company)
              (FCLIC) and Cova Financial Life Insurance Company (a California
              domiciled insurance company) (CFLIC).

              On August 26, 1999, GAMHC entered into a definitive agreement,
              whereby Metropolitan Life Insurance Company (MetLife), a New York
              domiciled life insurance company, will acquire GenAmerica
              Corporation and all its holdings for $1.2 billion in cash. The
              purchase was approved by the Missouri Director of Insurance on
              November 10, 1999. The purchase, however, was not consummated as
              of December 31, 1999, and, as a result, these financial statements
              do not reflect purchase accounting treatment of this transaction.

  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              BASIS OF PRESENTATION

              The accompanying consolidated financial statements have been
              prepared in accordance with generally accepted accounting
              principles (GAAP) and include the accounts and operations of the
              Company. Significant intercompany transactions have been
              eliminated. The preparation of financial statements in conformity
              with GAAP requires management to make estimates and assumptions
              that affect the amounts reported. Actual results could differ from
              these estimates.

              DEBT SECURITIES

              Investments in all debt 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
              securities at December 31, 1999 and 1998 were classified as
              available-for-sale. Securities available-for-sale are carried at
              fair value, with unrealized holding gains and losses reported as
              accumulated other comprehensive income in the shareholder's
              equity, net of deferred effects of income tax and related effects
              on deferred acquisition costs and present value of future profits.

              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").


<PAGE>

              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 fair 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.

              SECURITIES LENDING

              The Company recognizes on its consolidated balance sheet cash
              related to collateral controlled on securities lending
              transactions and a corresponding obligation to return such
              collateral at the termination of such transactions.

              PREFERRED STOCK - AFFILIATE

              Preferred stock represents an investment in nonredeemable
              preferred stock in GenAmerica Management Company, an affiliate.
              The security is carried at fair value, which is determined
              primarily through published quotes of trading values. Changes to
              adjust the carrying value are reported directly in shareholder's
              equity. Other-than-temporary declines below cost are recorded as
              realized losses.

              COMMON STOCK

              Common stock represents an investment in common stock warrants.
              The security is carried at fair value, which is determined
              primarily through published quotes of trading values. Changes to
              adjust the carrying value are reported directly in shareholder's
              equity. Other-than-temporary declines below cost are recorded as
              realized losses.

              MORTGAGE LOANS AND POLICY LOANS

              Mortgage loans and policy loans are carried at their unpaid
              principal balances. An allowance for mortgage loan losses is
              established based on an evaluation of the mortgage loan portfolio,
              past credit loss experience, and current economic conditions.

              Reserves for loans are established when the Company determines
              that collection of all amounts due under the contractual terms is
              doubtful and are calculated in conformity with Statement of
              Financial Accounting Standards (SFAS) No. 114, Accounting by
              Creditors for Impairment of a Loan, as amended by SFAS No. 118,
              Accounting by Creditors for Impairment of a Loan -Income
              Recognition and Disclosures.

              The Company had no impaired loans at December 31, 1999. The
              valuation allowance for potential losses on mortgage loans was
              $1,090,000 and $510,000 at December 31, 1999 and 1998,
              respectively.


<PAGE>

              OTHER INVESTED ASSETS

              Other invested assets consist of investments in joint ventures in
              real estate.

              CASH AND CASH EQUIVALENTS

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

              SEPARATE ACCOUNT ASSETS

              Separate accounts contain segregated assets of the Company that
              are specifically assigned to variable annuity or life
              policyholders in the separate accounts and are not available to
              other creditors of the Company. The earnings of separate account
              investments are also 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 account and assesses
              withdrawal charges in the event of early withdrawals. Separate
              account assets are carried at fair 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. The Company's capital investment in the separate
              accounts as of December 31, 1999 and 1998 is presented in note 3.

              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. The Company sets a
              limit on the deferral of acquisition costs incurred from internal
              marketing and wholesaling operations in any year at 1% to 1.5% of
              premiums and deposits receipts, varying according to specific
              product. This limit is based on typical market rates of
              independent marketing service and wholesaling organizations. This
              practice also avoids possible deferral of costs in excess of
              amounts recoverable.

              The costs deferred 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 policy 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 are not recognized currently in
              income but as an offset to the accumulated other comprehensive
              income component of shareholder's 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.
<PAGE>

<TABLE>
<CAPTION>
              The components of deferred policy acquisition costs are shown
              below.

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)

<S>                                                                            <C>                <C>          <C>
              Deferred policy acquisition costs, beginning of period           $   131,973        84,326       49,833
              Commissions and costs deferred                                        45,793        50,044       46,142
              Amortization                                                          (3,621)       (9,393)      (6,307)
              Deferred policy acquisition costs attributable to
                  unrealized depreciation (appreciation) of investments             39,975         6,996       (5,342)
                                                                                 ------------  ------------ -------------

              Deferred policy acquisition costs, end of period                 $   214,120       131,973       84,326
                                                                                 ============  ============ =============

              Costs expensed that exceeded the established deferred
                  limit                                                        $     9,789         4,933        3,016
                                                                                 ============  ============ =============
</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
              date the Company was purchased by GALIC.

                  Present Value of Future Profits

                  The Company established an intangible asset which represents
                  the present value of future profits (PVFP) 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
                  pretax rate of 18% (12% net after tax).

                  In addition, as the Company has the option of retaining its
                  single premium deferred annuity (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 appreciation and
                  depreciation, 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 PVFP will be adjusted to the
                  amount that would have existed had the actual experience and
                  revised estimates been known and applied from inception. The
                  amortization and adjustments resulting from unrealized
                  appreciation and depreciation are not recognized currently in
                  income but as an offset to the accumulated other comprehensive
                  income reflected as a separate component of shareholder's
                  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.


<PAGE>

                  Based on current assumptions, amortization of the original
                  in-force PVFP asset, expressed as a percentage of the original
                  in-force asset, is projected to be 7.6%, 7.7%, 7.5%, 6.8%, and
                  6.4% for the years ended December 31, 2000 through 2004,
                  respectively. Actual amortization incurred during these years
                  may be more or less as assumptions are modified to incorporate
                  actual results. The average crediting rate on the original
                  in-force PVFP asset is 6.8% for 1999, 1998 and 1997.

<TABLE>
<CAPTION>
                  The components of PVFP are shown below.

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>           <C>
                  PVFP - beginning of period                                   $    42,230        41,486        46,389
                  Interest credited                                                  2,695         2,864         3,029
                  Amortization                                                      (4,577)       (4,548)       (4,606)
                  Present value of future profits attributable to unrealized
                      depreciation (appreciation) of investments
                                                                                    15,058         2,428        (3,326)
                                                                                 ------------  ------------ -------------

                  PVFP - end of period                                         $    55,406        42,230        41,486
                                                                                 ============  ============ =============

</TABLE>
<TABLE>
<CAPTION>
                  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 shown below.


                                                                                      1999         1998         1997
                                                                                   -----------  ------------ ------------
                                                                                              (IN THOUSANDS)

<S>                                                                              <C>               <C>          <C>
                  Goodwill - beginning of period                                 $    18,585       19,717       20,849
                  Amortization                                                        (1,132)      (1,132)      (1,132)
                  Experience adjustment to future purchase price payable to
                      OakRe                                                           (1,296)          --           --
                                                                                   -----------  ------------ ------------

                  Goodwill - end of period                                       $    16,157       18,585       19,717
                                                                                   ===========  ============ ============
</TABLE>


<PAGE>

                  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 3.50% 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%.

                  The Company has recorded a future payable that represents the
                  present value of the anticipated future commission payments
                  payable to OakRe over the remaining life of the financial
                  reinsurance agreement discounted at an estimated borrowing
                  rate of 6.50%. 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 end of
                  the year 2000.

<TABLE>
<CAPTION>
                  The components of this future payable are shown below.

                                                                                      1999         1998         1997
                                                                                   -----------  ------------  ----------
                                                                                              (IN THOUSANDS)

<S>                                                                              <C>               <C>          <C>
                  Future payable - beginning of period                           $     6,976       12,173       16,051
                  Interest added                                                         378          629          959
                  Payments to OakRe                                                   (3,160)      (5,826)      (4,837)
                  Experience adjustment to future purchase price
                      payable to OakRe                                                (1,296)          --           --
                                                                                   -----------  ------------ -----------

                  Future payable - end of period                                 $     2,898        6,976       12,173
                                                                                   ===========  ============ ===========

</TABLE>
              DEFERRED TAX ASSETS AND LIABILITIES

              Xerox Financial Services, Inc. (XFSI) (previous parent of the
              Company) 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 Company's assets as
              of the date of acquisition was revalued based upon fair market
              values. The principal effect of the election was to establish a
              tax asset on the tax-basis consolidated balance sheet of
              approximately $37.9 million for the value of the business acquired
              that is amortizable for tax purposes over ten to fifteen years.


<PAGE>

              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 Company's policyholder
              deposits as of December 31, 1999 was 5.9%.

              FUTURE POLICY BENEFITS

              Reserves are held for future policy 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 4.50% to 8.00%, depending upon date of issue.

              Current mortality benefits payable are recorded for reported
              claims and estimates of amounts incurred but not reported.

              PREMIUM REVENUE

              The Company recognizes premium revenue at the time of issue on
              annuity policies that subject it to longevity risks. Amounts
              collected on annuity policies not subject to longevity risk are
              recorded as increases in the policyholder deposits liability. For
              term and single premium variable life products, premiums are
              recognized as revenue when due.

              OTHER INCOME

              Other income consists primarily of policy surrender charges and
              fees from a modified coinsurance agreement with GALIC.

              FEDERAL INCOME TAXES

              The Company files a consolidated income tax return with its
              subsidiaries. Allocations of federal income taxes are based upon
              separate return calculations.

              Deferred tax assets and liabilities are recognized for the future
              tax consequences attributable to differences between the
              consolidated financial statement carrying amount of existing
              assets and liabilities and their respective tax bases and
              operating loss and tax credit carryforwards. 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 in the period that includes the enactment
              date.


<PAGE>

              COMPREHENSIVE INCOME

              The Company reports and presents comprehensive income and its
              components in accordance with SFAS No. 130, Reporting
              Comprehensive Income. SFAS No. 130 has no impact on the Company's
              consolidated net income or shareholder's equity. The Company's
              only component of accumulated other comprehensive income relates
              to unrealized appreciation or depreciation on debt and equity
              securities held at available-for-sale.

              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:

                    O    Investment valuation
                    O    Amortization of deferred policy acquisition costs
                    O    Amortization of present value of future profits
                    O    Recoverability of goodwill

              The fair 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.

              The amortization of deferred policy 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 PVFP is based on
              estimates of long-term future profits from existing policies when
              the Company was purchased by GALIC and policies recaptured from
              OakRe. 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.


<PAGE>

              The Company has considered the recoverability of goodwill and has
              concluded that no circumstances have occurred which would give
              rise to impairment of goodwill at December 31, 1999.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

              SFAS No. 107, Disclosures About Fair Value of Financial
              Instruments, 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 No. 107 excludes certain financial instruments
              and all nonfinancial instruments from its disclosure requirements.
              Because of this, and further because the value of a business is
              also based upon its anticipated earning power, the aggregate fair
              value amounts represented do not present the underlying value of
              the Company.

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

                  Investment Securities and Mortgage Loans
                  (Including Mortgage-backed Securities)

                  Fair values of 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,
                  certain mortgage-backed securities, and mortgage loans, 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 3 for fair
                  value disclosures).


<PAGE>

                  Policy Loans

                  Fair values of policy loans approximate carrying value as the
                  interest rates on the majority of policy loans are reset
                  periodically and, therefore, approximate current interest
                  rates.

                  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
                  5 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, 1999 and 1998, the cash
                  surrender value of policyholder deposits was approximately
                  $84.9 million and $103.7 million less than their stated
                  carrying value. Of the contracts permitting surrender,
                  substantially all 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 its parent, GALIC, and the receivable from OakRe equal to
                  the SPDA obligations is guaranteed by OakRe's parent, XFSI.

              REINSURANCE

              Effective July 25, 1999, the Company entered into a modified
              coinsurance reinsurance agreement with MetLife. Under the
              reinsurance agreement, the Company ceded life insurance and
              annuity business that was issued or renewed from July 25, 1999
              through December 31, 1999 to MetLife amounting to $259 million.
              Net earnings to MetLife from that business are experience refunded
              to the Company. The agreement does not meet the conditions for
              reinsurance accounting under GAAP. In substance, the agreement
              represents a guarantee by MetLife of new business and renewed SPDA
              business during this period. There was no impact on the Company's
              financial statements resulting from the reinsurance transaction
              with MetLife.

              Effective January 1, 1998, the Company entered into a modified
              coinsurance financial reinsurance agreement with GALIC. The
              reinsurance agreement provided that the Company would reinsurance
              a block of "stable value" annuity business issued by GALIC on a
              36% coinsurance basis amounting to $88 million and $635 million in
              1999 and 1998, respectively. The agreement does not meet the
              conditions for reinsurance accounting under GAAP, and no assets
              were transferred. Effective July 1, 1999, the Company terminated
              the financing reinsurance agreement with GALIC. The Company
              recognized income of $1.6 million from this transaction in both
              1999 and 1998.


<PAGE>

              Effective January 1, 1997, the Company entered into a financial
              reinsurance agreement with RGA Reinsurance Company (RGA), an
              affiliate, related to certain of the Company's single premium
              deferred annuity products, and transferred assets equal to 60% of
              deposits received. The agreement does not meet the conditions for
              reinsurance accounting under GAAP. Deposits reinsured under the
              contract were approximately $219 million at December 31, 1998, and
              are reflected as policyholder deposits of the Company and a "Due
              from affiliate" asset in the consolidated balance sheets.

              On January 31, 1999, the Company suspended ceding new business to
              RGA, and on November 30, 1999, the Company recaptured all of the
              obligations and related investments from RGA. The Company
              recognized an operating expense of $12.6 million related to the
              recapture.

              On June 1, 1995, when GALIC formed Cova Corporation and purchased
              CSFLIC, then known as Xerox Financial Services Life Insurance
              Company (XFSLIC), from XFSI, a wholly owned subsidiary of Xerox
              Corporation, it entered into a financing reinsurance transaction
              with OakRe Life Insurance Company (OakRe), then a subsidiary of
              XFSLIC, for OakRe to assume the economic benefits and risks of the
              existing single premium deferred annuity deposits of XFSLIC.
              Ownership of OakRe was retained by XFSI subsequent to the sale of
              XFSLIC and other affiliates.

              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 financing reinsurance agreement entered into with OakRe as
              condition to the purchase of the Company does not meet the
              criteria for reinsurance accounting under GAAP. The net assets
              initially transferred to OakRe were established as a receivable
              and are subsequently increased as interest accrued on the
              underlying deposits and decrease as funds are transferred back to
              the Company when policies reach their crediting rate reset date or
              benefits are claimed. 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 by mid-year 2000, and completely by mid-year
              2002. The liquidations transfer cash daily 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.

              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 since inception of the
              agreement.


<PAGE>

              RECENTLY ISSUED ACCOUNTING STANDARD

              SFAS No. 133, Accounting for Derivative Instruments and Hedging
              Activities, issued in June 1998, requires all derivative financial
              instruments to be recorded on the balance sheet at estimated fair
              value. The Company's present accounting policies applies such
              accounting treatment only to marketable securities as defined
              under SFAS No. 115, Accounting for Certain Investments in Debt and
              Equity Securities, and to off-balance sheet derivative
              instruments. SFAS No. 133 will broaden the definition of
              derivative instruments to include all classes of financial assets
              and liabilities. It also will require separate disclosure of
              identifiable derivative instruments embedded in hybrid securities.
              The change in the fair value of derivative instruments is to be
              recorded each period either in current earnings or other
              comprehensive income, depending on whether a derivative is
              designed as part of a hedge transaction and, if it is, on the type
              of hedge transaction.

              In June 1999, the FASB issued SFAS No. 137, Accounting for
              Derivative Instruments and Hedging Activities - Deferral of the
              Effective Date of SFAS No. 133. SFAS No. 137 defers for one year
              the effective date of Statement of SFAS No 133, Accounting for
              Derivative Instruments and Hedging Activities. The Company plans
              to adopt the provision of SFAS No. 133 effective January 1, 2001.
              At this time the Company does not believe it will have a material
              effect on the Company's consolidated financial position or results
              of operations.

              OTHER

              Certain 1998 and 1997 amounts have been reclassified to conform to
              the 1999 presentation.



<PAGE>

  (3)  INVESTMENTS

<TABLE>
<CAPTION>
       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's equity. The amortized cost, estimated
       fair value, and carrying value of investments at December 31, 1999 and
       1998, are as follows:

                                                                               1999
                                           -----------------------------------------------------------------------------
                                                               GROSS          GROSS         ESTIMATED
                                             AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                               COST            GAINS          LOSSES          VALUE           VALUE
                                           --------------  -------------- --------------- --------------- --------------
                                                                          (IN THOUSANDS)
<S>                                      <C>                     <C>         <C>             <C>             <C>
        Debt securities:
            U.S. treasury securities     $       28,209             35         (2,665)          25,579          25,579
            Government agency
            obligations                          34,121             76           (318)          33,879          33,879
            Corporate securities              1,040,309          1,901        (60,641)         981,569         981,569
            Mortgage-backed
                securities                      199,979             42         (7,335)         192,686         192,686
            Asset-backed securities             272,918            389        (25,023)         248,284         248,284
                                           --------------  -------------- --------------- --------------- --------------

                Total debt securities         1,575,536          2,443        (95,982)       1,481,997       1,481,997

        Preferred stock - affiliate               9,000             --         (2,108)           6,892           6,892
        Common stock                                 37             --            (25)              12              12
        Mortgage loans (net)                    376,147             --         (1,979)         374,168         376,147
        Other invested assets                     4,625             --             --            4,625           4,625
        Policy loans                             27,778             --             --           27,778          27,778
                                           --------------  -------------- --------------- --------------- --------------

                Total investments        $    1,993,123          2,443       (100,094)       1,895,472       1,897,451
                                           ==============  ============== =============== =============== ==============

        Company's beneficial interest
            in separate accounts
                                         $          310             --             --              310             310
                                           ==============  ============== =============== =============== ==============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                               1998
                                           -----------------------------------------------------------------------------
                                                               GROSS          GROSS         ESTIMATED
                                             AMORTIZED      UNREALIZED      UNREALIZED         FAIR         CARRYING
                                               COST            GAINS          LOSSES          VALUE           VALUE
                                           --------------  -------------- --------------- --------------- --------------
                                                                          (IN THOUSANDS)
<S>                                      <C>                    <C>           <C>            <C>             <C>
        Debt securities:
            U.S. treasury securities     $       28,288            249            (84)          28,453          28,453
            Government agency
            obligations                          53,869          1,015             (1)          54,883          54,883
            Corporate securities                902,139         16,583        (24,799)         893,923         893,923
            Mortgage-backed
                securities                      253,704          2,118         (1,570)         254,252         254,252
            Asset-backed securities             137,198          3,087           (283)         140,002         140,002
                                           --------------  -------------- --------------- --------------- --------------

                Total debt securities         1,375,198         23,052        (26,737)       1,371,513       1,371,513

        Preferred stock - affiliate               9,000             --             --            9,000           9,000
        Common stock                                 37             --             --               37              37
        Mortgage loans (net)                    312,865         17,500             --          330,365         312,865
        Policy loans                             26,295             --             --           26,295          26,295
                                           --------------  -------------- --------------- --------------- --------------

                Total investments        $    1,723,395         40,552        (26,737)       1,737,210       1,719,710
                                           ==============  ============== =============== =============== ==============

        Company's beneficial interest
            in separate accounts
                                         $            2             --             --                2               2
                                           ==============  ============== =============== =============== ==============

</TABLE>

<PAGE>

        The amortized cost and estimated fair value of debt securities at
        December 31, 1999, 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>
                                                                           1999
                                                                ------------------------------
                                                                                 ESTIMATED
                                                                 AMORTIZED         FAIR
                                                                    COST          VALUE
                                                                --------------  --------------
                                                                      (IN THOUSANDS)

<S>                                                           <C>                     <C>
        Less than one year                                    $       65,222          65,553
        Due after one year through five years                        513,181         488,850
        Due after five years through ten years                       504,184         465,079
        Due after ten years                                          292,970         269,828
        Mortgage-backed securities                                   199,979         192,687
                                                                --------------  --------------

                      Total                                   $    1,575,536       1,481,997
                                                                ==============  ==============
</TABLE>

        At December 31, 1999, approximately 91.1% of the Company's debt
        securities are investment grade or are nonrated but considered to be of
        investment grade. Of the 8.9% noninvestment grade debt securities, 7.3%
        are rated as BB, 0.8% are rated as B, and 0.8% are rated C and treated
        as impaired.

        At December 31, 1999, the Company had nine impaired debt securities with
        estimated fair value of $9.4 million, of which seven debt securities,
        with estimated fair value of $8.1 million, became non-income producing
        in 1999. At December 31, 1998, the Company had two impaired debt
        securities with estimated value of $2.1 million, of which one debt
        security, with estimated fair value of $0.5 million, became non-income
        producing.

        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 counterparties to these agreements.
        Securities loaned at December 31, 1999 had market values totaling
        $36,957,975. Cash of $37,861,652 was held as collateral to secure this
        agreement. Income on the Company's security lending program in 1999
        was immaterial.




<PAGE>

<TABLE>
<CAPTION>
        The components of investment income, realized capital gains (losses),
        and unrealized appreciation (depreciation) are as follows:

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>           <C>
        Income on debt securities                                              $   100,969        94,876        84,203
        Income on cash and cash equivalents                                          2,459         2,720         2,265
        Income on equity securities                                                    563            --            --
        Interest on mortgage loans                                                  27,161        28,650        24,890
        Income on real estate                                                          103            --            --
        Income on policy loans                                                       2,136         1,980         1,852
        Income on separate account investments                                          --            13         2,637
        Loss on derivatives                                                             --            --        (2,035)
        Miscellaneous interest                                                         335         1,715          (215)
                                                                                 ------------  ------------ -------------

                      Total investment income                                      133,726       129,954       113,597
        Investment expenses                                                         (2,354)       (2,142)       (1,936)
                                                                                 ------------  ------------ -------------

                      Net investment income                                    $   131,372       127,812       111,661
                                                                                 ============  ============ =============


        Net realized capital (losses) gains are as follows:
            Debt securities                                                    $   (20,011)       (1,600)         537
            Equity securities                                                            3            --           --
            Mortgage loans                                                              --            --           27
            Real estate                                                                (38)           --           --
            Other investments                                                         (168)           --           (1)
                                                                                 ------------  ------------ -------------

                      Net realized (losses) gains on investments               $   (20,214)       (1,600)         563
                                                                                 ============  ============ =============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                                              1999           1998
                                                                                          --------------  --------------
                                                                                                (IN THOUSANDS)

        Unrealized appreciation (depreciation) are as follows:
<S>                                                                                     <C>                     <C>
            Debt securities                                                             $      (93,540)         (3,685)
            Preferred stock - affiliate                                                         (2,108)             --
            Common stock                                                                           (25)             --
            Effects on deferred acquisition costs amortization                                  43,190           3,215
            Effects on PVFP amortization                                                        14,585            (473)

                                                                                          --------------  --------------

               Unrealized depreciation before income tax                                       (37,898)           (943)

               Unrealized income tax benefit                                                    13,264             329
                                                                                          --------------  --------------

               Unrealized depreciation on investments                                   $      (24,634)           (614)
                                                                                          ==============  ==============
</TABLE>

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1999 were $439,069,999. Gross gains of $2,445,497 and
        gross losses of $22,456,541 were realized on those sales. Included in
        these amounts were $500,674 of gross gains and $1,938,767 of gross
        losses realized on the sale of noninvestment grade securities. Net
        realized losses include a 1999 impairment adjustment totaling
        $18,768,778 related to ten debt securities held by the Company.

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1998 were $486,264,174. Gross gains of $5,102,040 and
        gross losses of $6,601,099 were realized on those sales. Included in
        these amounts were $1,002,539 of gross gains and $6,011,305 of gross
        losses realized on the sale of noninvestment grade securities. Net
        realized losses include a 1998 impairment adjustment totaling
        approximately $100,000 related to two debt securities held by the
        Company.

        Proceeds from sales, redemptions, and paydowns of investments in debt
        securities during 1997 were $358,658,091. Gross gains of $1,765,242 and
        gross losses of $254,493 were realized on those sales. Included in these
        amounts were $681,159 of gross gains and $122,480 of gross losses
        realized on the sale of noninvestment grade securities. Net realized
        gains include a 1997 impairment adjustment totaling approximately
        $974,000 related to one debt security held by the Company.

        Securities with a carrying value of approximately $7,019,456 at December
        31, 1999 were deposited with government authorities as required by law.




<PAGE>

(4)     SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        The Company does not have any individual security that exceeds 10% of
        shareholder's equity at December 31, 1999 and 1998.

(5)     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

        A derivative financial instrument, in very general terms, refers to a
        security whose value is derived from the value of an underlying asset,
        reference rate, or index.

        The Company has a variety of reasons to use derivative instruments, such
        as to attempt to protect the Company against possible changes in the
        market value of its portfolio and to manage the portfolio's effective
        yield, maturity, and duration. All of the Company's holdings are marked
        to fair value monthly with the change in value reflected in unrealized
        appreciation/depreciation. Upon disposition, a realized gain or loss is
        recognized accordingly, except when the disposition closes a hedge. In
        this instance, the gain or loss adjusts the unamortized cost of the
        hedged security, and the resulting premium or discount is amortized or
        accreted over the remaining life of the hedge security.

        Summarized below are the specific types of derivative instruments used
        by the Company.

              INTEREST RATE SWAPS

              Under interest rate swaps, the Company agrees with counterparties
              to exchange, at specific intervals, the payments between floating
              and fixed-rate interest amounts calculated by reference to
              notional amounts. Net interest payments are recognized within net
              investment income in the consolidated statement of income.

              At December 31, 1999, the Company does not have any outstanding
              interest rate swap agreements. The swap agreements outstanding at
              December 31, 1998 were terminated during 1999 by the
              counterparties at a loss of $167,500 to the Company.

              At December 31, 1998, the Company had two outstanding interest
              rate swap agreements which would have expired in 2002 and 2003.
              Under the agreements, the Company received a fixed rate of 6.63%
              and 6.70% on a notional amount of $7 and $8 million, respectively,
              and paid a floating rate based on London Interbank Offered Rate
              (LIBOR). The estimated fair value of the agreements at December
              31, 1998 was a net unrealized gain of approximately $0.6 million
              which is recognized in the accompanying consolidated balance
              sheet.

              FUTURES

              In order to limit exposure to market fluctuations related to
              temporary seed money invested within the separate account, the
              Company entered into financial futures contracts on the S&P 500
              index during 1997. No financial futures contracts were held during
              1999 or 1998. The Company recorded $-0-, $-0-, and $2,035,309 of
              losses from terminated contracts as a component of net investment
              income during 1999, 1998, and 1997, respectively. The Company also
              recorded gains of $-0-, $-0-, and $2,636,999 as a component of net
              investment income from market appreciation on the underlying
              hedged securities within the separate account during 1999, 1998,
              and 1997, respectively.

              A futures contract is an agreement involving the delivery of a
              particular asset on a specified future date at an agreed upon
              price. Upon entering into futures contracts, the Company
              maintains, in a segregated account with its custodian, securities
              with a value equal to an agreed upon portion of the notional
              obligation under the futures contracts. During the period the
              futures contract is open, payments are received from or made to
              the broker daily based upon changes in the value of the contract
              with the related income or loss reflected in the consolidated
              statement of income as a contra to changes in fair value of the
              hedged securities.

              The Company is exposed to credit related risk in the event of
              nonperformance by counterparties to financial instruments but does
              not expect any counterparties to fail to meet their obligations.
              It is the Company's policy to deal only with highly rated
              companies.

<PAGE>

<TABLE>
<CAPTION>
  (6)   COMPREHENSIVE INCOME

        The components of comprehensive income are as follows:

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>          <C>
        Net (loss) income                                                      $   (13,504)       13,894        8,978
                                                                                 ------------  ------------ -------------
        Other comprehensive (loss) income, before tax -
            unrealized (depreciation) appreciation of debt and
               equity securities arising during period:
                  Unrealized holding (depreciation) appreciation
                      of debt and equity securities                                (71,773)      (12,971)      13,514
                  Adjustment to deferred acquisition costs
                      attributable to unrealized depreciation
                      (appreciation)                                                31,191         6,228       (5,128)
                  Adjustment to PVFP attributable to unrealized
                      depreciation (appreciation)                                   11,749         2,161       (3,193)
                                                                                 ------------  ------------ -------------

                       Total unrealized (depreciation) appreciation
                          arising during period                                    (28,833)       (4,582)       5,193
                                                                                 ------------  ------------ -------------

            Less reclassification adjustments for realized losses (gains)
               included in net income:
                  Adjustment for losses (gains) included in
                      net realized (losses) gains on sales
                      of investments                                                20,214         1,600         (563)
                  Adjustment for (gains) losses included in
                      amortization of deferred acquisition costs                    (8,784)         (768)         214
                  Adjustment for (gains) losses included in
                      amortization of PVFP                                          (3,309)         (267)         133
                                                                                 ------------  ------------ -------------

                       Total reclassification adjustments for losses
                          (gains) included in net income                             8,121           565         (216)
                                                                                 ------------  ------------ -------------

                       Other comprehensive (loss) income before related
                          income tax (benefit) expense                             (36,954)       (5,147)       5,409

        Related income tax (benefit) expense                                       (12,934)       (1,801)       1,893
                                                                                 ------------  ------------ -------------

                       Other comprehensive (loss) income, net of tax               (24,020)       (3,346)       3,516
                                                                                 ------------  ------------ -------------

                       Comprehensive (loss) income                             $   (37,524)       10,548       12,494
                                                                                 ============  ============ =============
</TABLE>

<PAGE>

  (7)   POSTRETIREMENT 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
        under 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 1999, 1998, and 1997, the Company was allocated a
        portion of benefit costs including severance pay, accumulated vacations,
        and disability benefits. At December 31, 1999, 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 subsidiaries, CFLIC and 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 $0.2 million of state
        income tax recoveries.

<TABLE>
<CAPTION>
        Income taxes are recorded in the consolidated statement of income and
        directly in certain shareholder's equity accounts. Income tax expense
        for the years ended December 31 is allocated as follows:

                                                                                    1999          1998          1997
                                                                                 ------------  ------------ -------------
                                                                                             (IN THOUSANDS)
<S>                                                                            <C>                <C>         <C>
        Statements of income:
            Operating (loss) income (excluding realized
               investment gains and losses)                                    $   (4,830)        3,906       5,464
            Realized investment (losses) gains                                     (1,560)         (533)        197
                                                                                 ------------  ------------ -------------

                 Income tax (benefit) expense
                   included in the consolidated
                   statements of income                                            (6,390)        3,373       5,661

        Shareholder's equity -
            change in deferred federal income
               taxes related to unrealized (depreciation)
               appreciation on securities                                         (12,934)       (1,801)      1,893
                                                                                 ------------  ------------ -------------

                 Total income tax (benefit) expense                            $  (19,324)        1,572       7,554
                                                                                 ============  ============ =============
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
        The actual federal income tax expense differed from the expected tax
        expense computed by applying the U.S. federal statutory rate to income
        before taxes on income as follows:

                                                               1999                  1998                  1997
                                                        --------------------- --------------------- --------------------
                                                                               (IN THOUSANDS)

<S>                                                   <C>          <C>      <C>            <C>    <C>          <C>
        Computed expected tax (benefit) expense       $  (6,963)   (35.0)%  $   6,043      35.0%  $   5,124    35.0%
        State income taxes, net                             (10)       --          (8)       --         (33)   (0.2)
        Amortization of intangible assets                   396      2.0          396       2.3         396     2.7
        Dividend received deduction - separate
            account                                      (2,175)   (10.9)      (3,183)    (18.5)         --     --
        Valuation allowance for permanent impairments
                                                          2,996     15.0           --        --          --     --
        Return to provision adjustment                     (759)    (3.8)          --        --          --     --
        Other                                               125      0.6          125       0.7         174    1.2
                                                        --------- ----------- ---------- ---------- --------- ----------

                     Total                            $  (6,390)   (32.1)%   $  3,373      19.5%  $   5,661    38.7%
                                                        ========= ==========  ========== ========== ========= ==========
</TABLE>

<TABLE>
<CAPTION>
        The tax effect of temporary differences that give rise to significant
        portions of the deferred tax assets and deferred tax liabilities at
        December 31, 1999 and 1998 follows:

                                                                                                  1999         1998
                                                                                               -----------  ------------
                                                                                                    (IN THOUSANDS)
        Deferred tax assets:
<S>                                                                                          <C>               <C>
            Policy reserves                                                                  $    31,657       31,003
            Liability for commissions on recapture                                                 1,014        2,896
            Tax basis of intangible assets purchased                                               4,577        5,351
            DAC "Proxy Tax"                                                                       23,832       20,619
            Permanent impairments                                                                  5,482           --
            Unrealized depreciation on investments                                                13,264          330
            Net operating and capital loss                                                         8,519           --
            Other deferred tax assets                                                              7,294        2,690
                                                                                               -----------  ------------

               Total deferred tax assets                                                          95,639       62,889
            Valuation allowance - permanent impairments                                           (2,996)           --
                                                                                               -----------  ------------
                      Total deferred tax assets, net of valuation allowance                       92,643       62,889

        Deferred tax liabilities:
            PVFP                                                                                  10,507       11,013
            Deferred policy acquisition costs                                                     59,825       46,190
            Other deferred tax liabilities                                                           347          900
                                                                                               -----------  ------------

                      Total deferred tax liabilities                                              70,679       58,103
                                                                                               -----------  ------------

                      Net deferred tax assets                                                $    21,964        4,786
                                                                                               ===========  ============
</TABLE>


<PAGE>

        A valuation allowance is provided when it is more likely than not that
        some portion of the deferred tax assets will not be realized. As of
        December 31, 1999, the Company has provided a 55% valuation allowance
        against the deferred tax asset related to the permanent impairments,
        based on income projections for future years. Management believes that
        it is more likely than not that the results of future operations will
        generate sufficient taxable income to realize the remaining deferred
        tax asset.

  (9)   RELATED-PARTY TRANSACTIONS

        On December 31, 1997, Cova Life Management Company (CLMC) and Navisys
        Incorporated (Navisys), both affiliated companies, purchased certain
        assets of Johnson & Higgins/Kirke Van Orsdel, Inc. (J&H/KVI), an
        unaffiliated Delaware corporation, for $2,500,000, and merged them into
        Cova Life Administrative Service Company (CLASC), a joint subsidiary of
        CLMC and Navisys. Navisys purchased 51% of CLASC, and the remaining 49%
        was purchased by CLMC. The purchased assets are the administrative and
        service systems and organization that provide the policy service
        functions for the Company's life and annuity products. On October 31,
        1999, CLMC purchased the remaining 51% interest in CLASC from Navisys
        for $1,184,414.

        The Company has entered into management, operations, and servicing
        agreements with its affiliated companies. The affiliated companies are
        CLMC, a Delaware corporation, which provides management services and the
        employees necessary to conduct the activities of the Company; Conning
        Asset Management, which provides investment advice; and CLASC, which
        provides underwriting, policy issuance, claims, and other policy
        administration functions. Additionally, a portion of overhead and other
        corporate expenses is allocated by the Company's parent, GALIC. Expenses
        and fees paid to affiliated companies in 1999, 1998, and 1997 for the
        Company were $28,995,330, $20,923,330, and $9,400,517, respectively.

        In 1999 and 1998, the Company's affiliate, CLMC, received approximately
        $3.9 million and $3.2 million, respectively, in advisory fees from GALIC
        related to advisory services on GALIC's individual annuity products.



<PAGE>

(10)    STATUTORY SURPLUS AND DIVIDEND RESTRICTION

        GAAP differs 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 nonrecognition 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, adjustments to record the carrying values of debt
        securities and certain equity securities at fair value 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 at the date of purchase and shareholder's equity to the net
        purchase price.
        Statutory accounting does not recognize the purchase method of
        accounting.

<TABLE>
<CAPTION>
        As of December 31, the differences between statutory capital and surplus
        and shareholder's equity determined in conformity with GAAP are as
        follows:

                                                                                               1999          1998
                                                                                            -------------  -------------
                                                                                                  (IN THOUSANDS)

<S>                                                                                      <C>                   <C>
        Statutory capital and surplus                                                    $      102,041        104,740
        Reconciling items:
            GAAP investment valuation reserves                                                   (1,090)          (510)
            Statutory asset valuation reserve                                                     7,362         19,206
            Statutory interest maintenance reserve                                                6,466          5,983
            GAAP investment adjustments to fair value                                           (95,673)        (3,685)
            GAAP deferred policy acquisition costs                                              214,120        131,973
            GAAP basis policy reserves                                                          (57,802)       (52,305)
            GAAP deferred federal income taxes (net)                                             21,964          4,786
            GAAP guarantee assessment adjustment                                                 (9,900)        (9,700)
            GAAP goodwill                                                                        16,157         18,585
            GAAP present value of future profits                                                 55,406         42,230
            GAAP future purchase price payable                                                   (2,898)        (6,976)
            Other                                                                                (1,591)        (2,241)
                                                                                            -------------  -------------

                  GAAP shareholder's equity                                              $      254,562        252,086
                                                                                            =============  =============
</TABLE>




<PAGE>

        Statutory net losses for CFSLIC for the years ended December 31, 1999,
        1998, and 1997 were $46,095,427, $2,830,105, and $9,816,357,
        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. Due to the
        1999 statutory net loss and the Company's negative earned surplus at
        December 31, 1999, no dividends are permissible in 2000 without prior
        approval of the insurance commissioner.

        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,
        1999, the Company's total adjusted capital and authorized control level
        RBC were $109,402,439 and $28,033,662 respectively. This level of
        adjusted capital qualifies under all tests.

(11)    GUARANTY FUND ASSESSMENTS

        The Company participates with 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 Company's authority to
        issue new business, the Company is contingently liable for its share of
        claims covered by the guaranty associations for insolvencies incurred
        through 1999, 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 assets as a credit against premium taxes over, most commonly, five
        years.

        In November 1999, the National Organization of Life and Health Guaranty
        Associations 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
        $9,900,000 in future assessments on insolvencies that occurred before
        December 31, 1999. 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 $9,900,000. The Company paid
        approximately $36,000, $1,500,000, and $3,000,000 in guaranty fund
        assessments in 1999, 1998, and 1997, respectively. These payments were
        substantially reimbursed by OakRe. 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 remaining 20%. The
        credits retained for 1999, 1998 and 1997 were not material.

(12)    SUBSEQUENT EVENT

        The purchase of GenAmerica Corporation and subsidiary, including the
        Company, by MetLife was completed on January 6, 2000. On that date also,
        the Company's modified coinsurance agreement with MetLife was suspended
        for subsequent business.





APPENDIX
ILLUSTRATION OF POLICY VALUES



In  order  to show  you how the  Policy  works,  we  created  some  hypothetical
examples.  We chose two males  ages 50 and 60.  Our  hypothetical  Insureds  are
non-smokers  and in good  health  which  means the Policy  would be issued  with
preferred  rates.  For each of the two examples,  we have  illustrated all three
available  Death  Benefit  Options;  Option A, Option B and Option C. We assumed
ongoing annual  premiums paid of $6,000 for the  50-year-old  example and $9,000
for the 60-year-old example.

All of the illustrations that follow are based on the above. We also assumed the
underlying  investment  portfolio  had gross rates of return of 0%, 6% and 12 %.
This means that the underlying  investment  portfolio  would earn these rates of
return before the deduction of the Mortality and Expense Risk Charge (equivalent
to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35%  thereafter)
and advisory fee and operating  expenses  (equal to  approximately  .94%).  When
these costs are taken into account,  the net annual investment return rates (net
of an average of 1.49% for these  charges) are  approximately  -1.49,  4.51% and
10.51%. The Policy will lapse if you do not make additional premiums where 0% is
used in the illustrations.

It is  important  to be aware  that these  illustrations  assume 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 Cash  Value,  Cash
Surrender Value and Death Benefit.

We used the charges we  described in the  Expenses  Section of this  prospectus.
These  charges are:

(1)  A  Federal  tax  charge of 1.3% and a  Premium  Tax  Charge of 2.1% of each
     premium paid;

(2)  A first year Sales  Charge of 15% of  premium up to Target  Premium,  5% of
     premium above Target Premium.  (The Sales Charge decreases to 5% of premium
     paid in Policy  Years  2-10 and 2% of premium  paid in Policy  Years 11 and
     thereafter);

(3)  A Monthly Policy Charge of $25 for the first Policy year,  decreasing to $6
     per month thereafter;

(4)  During the first ten years, a monthly  Selection and Issue Expense  Charge,
     generally ranging from four cents to one dollar per $1,000 of Face Amount;

(5)  The Monthly Cost of Insurance Charge, based on both the current charges and
     the guaranteed charges;

(6)  Any  Surrender  Charge  which may be  applicable  in  determining  the Cash
     Surrender Values.

There is also a column labeled  "Premiums  Accumulated at 5% Interest Per Year."
This shows how the annual premiums paid would grow if 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,
premiums paid and  reflecting  both the current cost of insurance and guaranteed
cost of insurance.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,899              2,178        250,000          3,011           1,289         250,000
      2             12,915            8,233              6,512        250,000          6,491           4,770         250,000
      3             19,861           12,420             10,698        250,000          9,817           8,096         250,000
      4             27,154           16,471             14,750        250,000         12,979          11,258         250,000
      5             34,811           20,394             18,673        250,000         15,963          14,241         250,000

      6             42,852           24,208             22,678        250,000         18,756          17,226         250,000
      7             51,295           27,911             26,763        250,000         21,347          20,200         250,000
      8             60,159           31,514             30,749        250,000         23,730          22,965         250,000
      9             69,467           35,009             34,626        250,000         25,895          25,513         250,000
     10             79,241           38,390             38,390        250,000         27,820          27,820         250,000

     15            135,945           57,066             57,066        250,000         36,720          36,720         250,000
     20            208,316           70,537             70,537        250,000         34,713          34,713         250,000
     25            300,681           78,205             78,205        250,000         13,122          13,122         250,000
     30            418,565           76,626             76,626        250,000              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,169              2,448        250,000          3,252           1,531         250,000
      2             12,915            9,046              7,325        250,000          7,194           5,473         250,000
      3             19,861           14,060             12,339        250,000         11,213           9,491         250,000
      4             27,154           19,227             17,506        250,000         15,300          13,579         250,000
      5             34,811           24,562             22,841        250,000         19,445          17,723         250,000

      6             42,852           30,090             28,560        250,000         23,638          22,108         250,000
      7             51,295           35,821             34,674        250,000         27,872          26,725         250,000
      8             60,159           41,774             41,009        250,000         32,144          31,379         250,000
      9             69,467           47,952             47,570        250,000         36,447          36,065         250,000
     10             79,241           54,362             54,362        250,000         40,768          40,768         250,000

     15            135,945           94,625             94,625        250,000         66,521          66,521         250,000
     20            208,316          142,992            142,992        250,000         91,308          91,308         250,000
     25            300,681          204,981            204,981        250,000        112,589         112,589         250,000
     30            418,565          287,360            287,360        301,728        122,991         122,991         250,000
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,440              2,718        250,000          3,495           1,773         250,000
      2             12,915            9,894              8,172        250,000          7,929           6,208         250,000
      3             19,861           15,836             14,115        250,000         12,729          11,008         250,000
      4             27,154           22,332             20,611        250,000         17,926          16,204         250,000
      5             34,811           29,449             27,728        250,000         23,547          21,826         250,000

      6             42,852           37,273             35,743        250,000         29,634          28,104         250,000
      7             51,295           45,881             44,734        250,000         36,231          35,083         250,000
      8             60,159           55,372             54,607        250,000         43,395          42,630         250,000
      9             69,467           65,836             65,454        250,000         51,191          50,809         250,000
     10             79,241           77,380             77,380        250,000         59,684          59,684         250,000

     15            135,945          161,477            161,477        250,000        121,312         121,312         250,000
     20            208,316          302,174            302,174        350,522        226,020         226,020         262,183
     25            300,681          536,096            536,096        573,622        405,353         405,353         433,728
     30            418,565          923,545            923,545        969,722        700,220         700,220         735,231
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,894              2,172        253,894          2,991           1,270         252,991
      2             12,915            8,212              6,491        258,212          6,431           4,710         256,431
      3             19,861           12,372             10,650        262,372          9,695           7,973         259,695
      4             27,154           16,381             14,660        266,381         12,768          11,047         262,768
      5             34,811           20,246             18,525        270,246         15,633          13,912         265,633

      6             42,852           23,985             22,455        273,985         18,276          16,746         268,276
      7             51,295           27,594             26,446        277,594         20,678          19,531         270,678
      8             60,159           31,084             30,319        281,084         22,832          22,067         272,832
      9             69,467           34,442             34,060        284,442         24,725          24,342         274,725
     10             79,241           37,661             37,661        287,661         26,329          26,329         276,329

     15            135,945           54,926             54,926        304,926         32,580          32,580         282,580
     20            208,316           64,971             64,971        314,971         25,835          25,835         275,835
     25            300,681           66,178             66,178        316,178              0               0               0
     30            418,565           53,894             53,894        303,894              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,163              2,442        254,163          3,231           1,510         253,231
      2             12,915            9,024              7,302        259,024          7,128           5,407         257,128
      3             19,861           14,005             12,284        264,005         11,072           9,350         261,072
      4             27,154           19,121             17,399        269,121         15,048          13,326         265,048
      5             34,811           24,379             22,658        274,379         19,034          17,313         269,034

      6             42,852           29,804             28,274        279,804         23,015          21,485         273,015
      7             51,295           35,397             34,250        285,397         26,968          25,821         276,968
      8             60,159           41,176             40,411        291,176         30,881          30,116         280,881
      9             69,467           47,132             46,750        297,132         34,732          34,349         284,732
     10             79,241           53,265             53,265        303,265         38,489          38,489         288,489

     15            135,945           90,730             90,730        340,730         58,700          58,700         308,700
     20            208,316          130,737            130,737        380,737         69,543          69,543         319,543
     25            300,681          171,894            171,894        421,894         59,610          59,610         309,610
     30            418,565          208,266            208,266        458,266          7,181           7,181         257,181
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,433              2,712        254,433          3,472           1,751         253,472
      2             12,915            9,868              8,147        259,868          7,857           6,136         257,857
      3             19,861           15,773             14,052        265,773         12,568          10,847         262,568
      4             27,154           22,206             20,485        272,206         17,625          15,904         267,625
      5             34,811           29,224             27,503        279,224         23,040          21,319         273,040

      6             42,852           36,907             35,377        286,907         28,832          27,302         278,832
      7             51,295           45,318             44,171        295,318         35,020          33,872         285,020
      8             60,159           54,545             53,780        304,545         41,632          40,867         291,632
      9             69,467           64,656             64,273        314,656         48,694          48,311         298,694
     10             79,241           75,735             75,735        325,735         56,222          56,222         306,222

     15            135,945          154,330            154,330        404,330        106,522         106,522         356,522
     20            208,316          276,542            276,542        526,542        173,163         173,163         423,163
     25            300,681          469,764            469,764        719,764        257,348         257,348         507,348
     30            418,565          773,416            773,416      1,023,416        351,389         351,389         601,389
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            3,899              2,178        250,000          3,011           1,289         250,000
      2             12,915            8,233              6,512        250,000          6,491           4,770         250,000
      3             19,861           12,420             10,698        250,000          9,817           8,096         250,000
      4             27,154           16,471             14,750        250,000         12,979          11,258         250,000
      5             34,811           20,394             18,673        250,000         15,963          14,241         250,000

      6             42,852           24,208             22,678        250,000         18,756          17,226         250,000
      7             51,295           27,911             26,763        250,000         21,347          20,200         250,000
      8             60,159           31,514             30,749        250,000         23,730          22,965         250,000
      9             69,467           35,009             34,626        250,000         25,895          25,513         250,000
     10             79,241           38,390             38,390        250,000         27,820          27,820         250,000

     15            135,945           57,066             57,066        250,000         36,720          36,720         250,000
     20            208,316           70,537             70,537        250,000         34,713          34,713         250,000
     25            300,681           78,205             78,205        250,000         13,122          13,122         250,000
     30            418,565           76,626             76,626        250,000              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,169              2,448        250,000          3,252           1,531         250,000
      2             12,915            9,046              7,325        250,000          7,194           5,473         250,000
      3             19,861           14,060             12,339        250,000         11,213           9,491         250,000
      4             27,154           19,227             17,506        250,000         15,300          13,579         250,000
      5             34,811           24,562             22,841        250,000         19,445          17,723         250,000

      6             42,852           30,090             28,560        250,000         23,638          22,108         250,000
      7             51,295           35,821             34,674        250,000         27,872          26,725         250,000
      8             60,159           41,774             41,009        250,000         32,144          31,379         250,000
      9             69,467           47,952             47,570        250,000         36,447          36,065         250,000
     10             79,241           54,362             54,362        250,000         40,768          40,768         250,000

     15            135,945           94,625             94,625        250,000         66,521          66,521         250,000
     20            208,316          142,992            142,992        250,000         91,308          91,308         250,000
     25            300,681          203,678            203,678        287,604        112,589         112,589         250,000
     30            418,565          275,428            275,428        357,877        122,991         122,991         250,000
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 50, Preferred Rate Class
                       $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>             <C>           <C>
      1              6,300            4,440              2,718        250,000          3,495           1,773         250,000
      2             12,915            9,894              8,172        250,000          7,929           6,208         250,000
      3             19,861           15,836             14,115        250,000         12,729          11,008         250,000
      4             27,154           22,332             20,611        250,000         17,926          16,204         250,000
      5             34,811           29,449             27,728        250,000         23,547          21,826         250,000

      6             42,852           37,273             35,743        250,000         29,634          28,104         250,000
      7             51,295           45,881             44,734        250,000         36,231          35,083         250,000
      8             60,159           55,372             54,607        250,000         43,395          42,630         250,000
      9             69,467           65,836             65,454        250,000         51,191          50,809         250,000
     10             79,241           77,380             77,380        250,000         59,684          59,684         250,000

     15            135,945          161,326            161,326        284,648        121,312         121,312         250,000
     20            208,316          295,563            295,563        462,771        220,508         220,508         345,256
     25            300,681          508,998            508,998        718,731        367,724         367,724         519,244
     30            418,565          843,419            843,419      1,095,896        577,204         577,204         749,989
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,752              2,861        250,000          3,191             299         250,000
      2             19,373           12,092              9,201        250,000          6,931           4,040         250,000
      3             29,791           18,089             15,198        250,000         10,319           7,427         250,000
      4             40,731           23,855             20,963        250,000         13,314          10,423         250,000
      5             52,217           29,356             26,465        250,000         15,876          12,985         250,000

      6             64,278           34,738             32,168        250,000         17,967          15,397         250,000
      7             76,942           39,931             38,003        250,000         19,557          17,629         250,000
      8             90,239           44,919             43,634        250,000         20,606          19,321         250,000
      9            104,201           49,713             49,070        250,000         21,072          20,430         250,000
     10            118,861           54,250             54,250        250,000         20,898          20,898         250,000

     15            203,917           79,100             79,100        250,000         12,614          12,614         250,000
     20            312,473           92,093             92,093        250,000              0               0               0
     25            451,021           93,025             93,025        250,000              0               0               0
     30            627,847           71,610             71,610        250,000              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,152              3,260        250,000          3,509             618         250,000
      2             19,373           13,297             10,405        250,000          7,817           4,926         250,000
      3             29,791           20,512             17,621        250,000         12,025           9,134         250,000
      4             40,731           27,915             25,024        250,000         16,088          13,197         250,000
      5             52,217           35,481             32,590        250,000         19,960          17,069         250,000

      6             64,278           43,366             40,796        250,000         23,599          21,029         250,000
      7             76,942           51,518             49,590        250,000         26,967          25,039         250,000
      8             90,239           59,939             58,654        250,000         30,019          28,734         250,000
      9            104,201           68,658             68,016        250,000         32,708          32,065         250,000
     10            118,861           77,640             77,640        250,000         34,969          34,969         250,000

     15            203,917          134,919            134,919        250,000         43,142          43,142         250,000
     20            312,473          205,298            205,298        250,000         18,332          18,332         250,000
     25            451,021          302,611            302,611        317,742              0               0               0
     30            627,847          422,158            422,158        443,266              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,553              3,661        250,000          3,830             938         250,000
      2             19,373           14,551             11,660        250,000          8,748           5,856         250,000
      3             29,791           23,138             20,246        250,000         13,891          11,000         250,000
      4             40,731           32,493             29,601        250,000         19,253          16,362         250,000
      5             52,217           42,673             39,782        250,000         24,828          21,937         250,000

      6             64,278           53,921             51,351        250,000         30,619          28,049         250,000
      7             76,942           66,293             64,365        250,000         36,643          34,715         250,000
      8             90,239           79,911             78,626        250,000         42,918          41,633         250,000
      9            104,201           94,942             94,299        250,000         49,474          48,832         250,000
     10            118,861          111,515            111,515        250,000         56,336          56,336         250,000

     15            203,917          235,447            235,447        251,928        105,214         105,214         250,000
     20            312,473          444,507            444,507        466,732        183,459         183,459         250,000
     25            451,021          788,316            788,316        827,732        345,639         345,639         362,921
     30            627,847        1,345,007          1,345,007      1,412,257        606,248         606,248         636,560
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%


                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,738              2,847        255,738          3,122             231         253,122
      2             19,373           12,041              9,150        262,041          6,735           3,844         256,735
      3             29,791           17,962             15,071        267,962          9,929           7,038         259,929
      4             40,731           23,609             20,718        273,609         12,657           9,766         262,657
      5             52,217           28,939             26,047        278,939         14,873          11,982         264,873

      6             64,278           34,108             31,538        284,108         16,535          13,965         266,535
      7             76,942           39,031             37,103        289,031         17,610          15,683         267,610
      8             90,239           43,682             42,397        293,682         18,062          16,777         268,062
      9            104,201           48,067             47,424        298,067         17,854          17,211         267,854
     10            118,861           52,096             52,096        302,096         16,937          16,937         266,937

     15            203,917           72,147             72,147        322,147          4,060           4,060         254,060
     20            312,473           72,758             72,758        322,758              0               0               0
     25            451,021           52,760             52,760        302,760              0               0               0
     30            627,847            2,751              2,751        252,751              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,137              3,246        256,137          3,436             544         253,436
      2             19,373           13,240             10,349        263,240          7,600           4,708         257,600
      3             29,791           20,366             17,475        270,366         11,574           8,682         261,574
      4             40,731           27,623             24,731        277,623         15,296          12,404         265,296
      5             52,217           34,965             32,074        284,965         18,698          15,807         268,698

      6             64,278           42,555             39,985        292,555         21,716          19,146         271,716
      7             76,942           50,313             48,385        300,313         24,290          22,362         274,290
      8             90,239           58,215             56,930        308,215         26,352          25,067         276,352
      9            104,201           66,270             65,628        316,270         27,834          27,192         277,834
     10            118,861           74,390             74,390        324,390         28,648          28,648         278,648

     15            203,917          122,192            122,192        372,192         24,277          24,277         274,277
     20            312,473          161,238            161,238        411,238              0               0               0
     25            451,021          187,010            187,010        437,010              0               0               0
     30            627,847          183,405            183,405        433,405              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,537              3,646        256,537          3,752             860         253,752
      2             19,373           14,490             11,599        264,490          8,507           5,615         258,507
      3             29,791           22,971             20,080        272,971         13,372          10,481         263,372
      4             40,731           32,147             29,256        282,147         18,304          15,413         268,304
      5             52,217           42,039             39,148        292,039         23,252          20,360         273,252

      6             64,278           52,885             50,315        302,885         28,165          25,595         278,165
      7             76,942           64,690             62,762        314,690         32,996          31,069         282,996
      8             90,239           77,525             76,240        327,525         37,689          36,404         287,689
      9            104,201           91,498             90,856        341,498         42,180          41,538         292,180
     10            118,861          106,633            106,633        356,633         46,385          46,385         296,385

     15            203,917          211,977            211,977        461,977         65,568          65,568         315,568
     20            312,473          362,422            362,422        612,422         51,446          51,446         301,446
     25            451,021          586,482            586,482        836,482              0               0               0
     30            627,847          917,665            917,665      1,167,665              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 0%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            5,752              2,861        250,000          3,191             299         250,000
      2             19,373           12,092              9,201        250,000          6,931           4,040         250,000
      3             29,791           18,089             15,198        250,000         10,319           7,427         250,000
      4             40,731           23,855             20,963        250,000         13,314          10,423         250,000
      5             52,217           29,356             26,465        250,000         15,876          12,985         250,000

      6             64,278           34,738             32,168        250,000         17,967          15,397         250,000
      7             76,942           39,931             38,003        250,000         19,557          17,629         250,000
      8             90,239           44,919             43,634        250,000         20,606          19,321         250,000
      9            104,201           49,713             49,070        250,000         21,072          20,430         250,000
     10            118,861           54,250             54,250        250,000         20,898          20,898         250,000

     15            203,917           79,100             79,100        250,000         12,614          12,614         250,000
     20            312,473           92,093             92,093        250,000              0               0               0
     25            451,021           93,025             93,025        250,000              0               0               0
     30            627,847           71,610             71,610        250,000              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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 6%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,553              3,661        250,000          3,830             938         250,000
      2             19,373           14,551             11,660        250,000          8,748           5,856         250,000
      3             29,791           23,138             20,246        250,000         13,891          11,000         250,000
      4             40,731           32,493             29,601        250,000         19,253          16,362         250,000
      5             52,217           42,673             39,782        250,000         24,828          21,937         250,000
      6             64,278           53,921             51,351        250,000         30,619          28,049         250,000
      7             76,942           66,293             64,365        250,000         36,643          34,715         250,000
      8             90,239           79,911             78,626        250,000         42,918          41,633         250,000
      9            104,201           94,942             94,299        250,000         49,474          48,832         250,000
     10            118,861          111,515            111,515        250,000         56,336          56,336         250,000

     15            203,917          233,668            233,668        329,951        105,214         105,214         250,000
     20            312,473          424,350            424,350        551,379        183,459         183,459         250,000
     25            451,021          722,861            722,861        878,378        318,503         318,503         387,026
     30            627,847        1,183,890          1,183,890      1,368,221        505,636         505,636         584,364
<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 death benefit,  Cash 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.



<TABLE>
<CAPTION>
APPENDIX --
ILLUSTRATION OF POLICY VALUES (continued)

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                     Flexible Premium Variable Life Insurance
                                             Hypothetical Illustration
                                                    SINGLE LIFE
                                     Male, Issue Age 60, Preferred Rate Class
                       $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000
                            Assuming Hypothetical Gross Annual Investment Return of 12%



                                                CURRENT CHARGES*                               GUARANTEED CHARGES**

                   Premiums
   End of         Accumulated                            Cash                                          Cash
   Policy       at 5% Interest        Cash             Surrender        Death          Cash          Surrender         Death
    Year           Per Year           Value              Value         Benefit         Value           Value          Benefit
  -------      ---------------    ------------     --------------   ----------  -----------------  ------------  ----------------
<S>   <C>            <C>              <C>                <C>          <C>              <C>               <C>         <C>
      1              9,450            6,152              3,260        250,000          3,509             618         250,000
      2             19,373           13,297             10,405        250,000          7,817           4,926         250,000
      3             29,791           20,512             17,621        250,000         12,025           9,134         250,000
      4             40,731           27,915             25,024        250,000         16,088          13,197         250,000
      5             52,217           35,481             32,590        250,000         19,960          17,069         250,000

      6             64,278           43,366             40,796        250,000         23,599          21,029         250,000
      7             76,942           51,518             49,590        250,000         26,967          25,039         250,000
      8             90,239           59,939             58,654        250,000         30,019          28,734         250,000
      9            104,201           68,658             68,016        250,000         32,708          32,065         250,000
     10            118,861           77,640             77,640        250,000         34,969          34,969         250,000

     15            203,917          134,919            134,919        250,000         43,142          43,142         250,000
     20            312,473          204,861            204,861        266,186         18,332          18,332         250,000
     25            451,021          290,611            290,611        353,133              0               0               0
     30            627,847          390,005            390,005        450,729              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 death benefit,  Cash 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.


                                     PART II

                           UNDERTAKING TO FILE REPORTS

     a. Subject to the terms and  conditions of Section 15(d) of the  Securities
and Exchange Act of 1934, the undersigned  registrant  hereby undertakes to file
with the  Securities and Exchange  Commission  such  supplementary  and periodic
information,  documents  and  reports  as  may be  prescribed  by  any  rule  or
regulation of the Commission  heretofore or hereafter  duly adopted  pursuant to
authority confined in that section.

     b.  Pursuant  to  Investment  Company  Act Section  26(e),  Cova  Financial
Services Life Insurance Company  ("Company") hereby represents that the fees and
charges deducted under the Policy described in the Prospectus, in the aggregate,
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

The Bylaws of the Company (Article IV, Section 1) provide that:

Each person who is or was a director,  officer or employee of the corporation or
is or was serving at the request of the  corporation  as a director,  officer or
employee of another  corporation,  partnership,  joint  venture,  trust or other
enterprise  (including the heirs,  executors,  administrators  or estate of such
person) shall be indemnified  by the  corporation as of right to the full extent
permitted or authorized  by the laws of the State of Missouri,  as now in effect
and as hereafter amended, against any liability,  judgment, fine, amount paid in
settlement, cost and expenses (including attorney's fees) assessed or out of his
status as a director,  officer or employee of the  corporation  or if serving at
the request of the  corporation,  as a director,  officer or employee of another
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
indemnification  provided by this bylaw  provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other bylaw or
under  any  agreement,  vote  of  shareholders  or  disinterested  directors  or
otherwise,  and shall not limit in any way any right which the  corporation  may
have to make  different or further  indemnification  with respect to the same or
different persons or classes of persons.

Insofar as  indemnification  for liability  arising under the  Securities Act of
1933 may be  permitted  directors  and  officers  or  controlling  person of the
Company  pursuant to the foregoing,  or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification is against public policy as expressed in the Act and, therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.



                       CONTENTS OF REGISTRATION STATEMENT

The Registration Statement comprises the papers and documents:

     The  facing  sheet

     The  Prospectus  consisting  of ___ pages.

     Undertakings  to  file  reports.

     The  signatures.

     The  following  exhibits.

A.   Copies of all exhibits required by paragraph A of instructions for
     Exhibits  in  Form  N-8B-2.

     1.   Resolution of the Board of Directors of the Company*
     2.   Not Applicable
     3.a. Principal Underwriter's Agreement+++
     3.b. Selling Agreement +++
     3.c. Schedules of Commissions+++
     4.   Not Applicable
     5.   Flexible Premium Variable Life Insurance Policy++
     5.a. Accelerated Benefit Rider++
     5.b. Anniversary Partial Withdrawal Rider++
     5.c. Guaranteed Survivor Plus Purchase Option Rider++
     5.d. Lifetime Coverage Rider++
     5.e. Preliminary Term Life Insurance Rider++
     5.f. Secondary Guarantee Rider++
     5.g. Supplemental Coverage Rider++
     5.h. Waiver of Monthly Deduction Rider++
     5.i. Waiver of Specified Premium Rider++
     6.a. Articles of Incorporation of the Company*
     6.b. Bylaws of the Company*
     7.   Not Applicable
     8.   Not Applicable
     9.a. Form of Fund Participation Agreement by and among AIM Variable
          Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
          Services life Insurance Company, on behalf of itself and its
          Separate Accounts, and Cova Life Sales Company***
     9.b. Form of Participation Agreement among Templeton Variable Products
          Series Fund, Franklin Templeton Distributors, Inc. and Cova Financial
          Services Life Insurance Company****
     9.c. Form of Fund  Participation  Agreement  among MFS  Variable  Insurance
          Trust,   Cova   Financial   Services   Life   Insurance   Company  and
          Massachusetts Financial Services Company+
     9.d. Form of Fund  Participation  Agreement  among Cova Financial  Services
          Life  Insurance  Company,  Cova Life Sales Company,  Alliance  Capital
          Management LP and Alliance Fund Distributors, Inc.+
     9.e. Form  of  Fund  Participation  Agreement  among  Oppenheimer  Variable
          Account Funds, OppenheimerFunds, Inc. and Cova Financial Services Life
          Insurance Company***
     9.f. Form of Fund  Participation  Agreement  among Putnam Variable Trust,
          Putnam Mutual Funds Corp. and Cova  Financial  Services Life Insurance
          Company***
     9.g. Form of Fund  Participation  Agreement  among  Investors  Fund Series,
          Zurich Kemper Investments, Inc., Zurich Kemper Distributors,  Inc. and
          Cova Financial Services Life Insurance Company***
     9.h. Form of Participation  Agreement by and between Goldman Sachs Variable
          Insurance Trust, Goldman, Sachs & Co. and Cova Financial Services Life
          Insurance Company***
     9.i. Form of  Participation  Agreement  among Liberty  Variable  Investment
          Trust, Liberty Financial Investments, Inc. and Cova Financial Services
          Life Insurance Company***
     9.j. Form of  Participation  Agreement  among Templeton  Variable  Products
          Series Fund, Franklin Templeton Distributors,  Inc. and Cova Financial
          Services Life Insurance Company**
     9.k. Form of Participation Agreement among Russell Insurance Funds, Russell
          Fund Distributors, Inc. and Cova Financial Services Life Insurance
          Company***

     9.l. Form of  Participation  Agreement  among Variable  Insurance  Products
          Fund,  Fidelity  Distributors  Corporation and Cova Financial Services
          Life Insurance Company++++

     9.m. Form of Participation Agreement among Variable Insurance Products
          Fund II, Fidelity Distributors Corporation and Cova Financial Services
          Life Insurance Company++++

     9.n. Form of Participation Agreement among Variable Insurance Products Fund
          III,  Fidelity  Distributors  Corporation and Cova Financial  Services
          Life Insurance Company++++

     10.  Application Forms++
     11.  Powers of Attorney*

B.   Opinion and Consent of Counsel

C.   Consent of Actuary

D.   Consent of Independent Auditors

   * Incorporated by reference to Form S-6 (File No. 333-17963)
     electronically filed on December 16, 1996.

 ** Incorporated by reference to Pre-Effective Amendment No. 1 to
    Form S-6 (File No. 333-17963) electronically filed on March 24, 1997.

*** Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
    (File Nos. 333-34741 and 811-5200) as electronically filed on January
    26, 1998.

**** Incorporated by reference to Post-Effective Amendment No. 3 to Form
     S-6 (File No. 333-17963) as electronically filed on April 30, 1999.

+   Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4
    (File Nos. 333-34741 and 811-5200) as electronically filed on November
    19, 1997.

++  Incorporated by reference to Form S-6 (File No. 333-83197) as
    electronically filed on July 19, 1999.

+++ Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6
    (File No. 333-83197) as electronically filed on October 22, 1999.

++++Incorporated by reference to Post-Effective Amendment No. 11 to Form N-4
    (File Nos. 33-39100 and 811-5200) as electronically filed on April 29,
    1998.

                                   SIGNATURES

As  required  by the  Securities  Act of 1933,  the Registrant certifies
that it meets the requirements of Securities Act Rule 485(b) for
effectiveness of this Registration Statement and has caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly  authorized  in the City of Oakbrook  Terrace and State of
Illinois on this 28th day of April, 2000.

                                      COVA  VARIABLE  LIFE  ACCOUNT  ONE

                                      Registrant

                                 By:  COVA  FINANCIAL  SERVICES  LIFE
                                      INSURANCE  COMPANY

                                 By: /s/BERNARD J. SPAULDING
                                    ______________________________
                                    Senior Vice President, General
                                    Counsel and Secretary


                                      COVA  FINANCIAL  SERVICES  LIFE
                                      INSURANCE  COMPANY

Attest:


/s/PETER L. WITKEWIZ             By: /s/MARK E. REYNOLDS
- ---------------------                -------------------------------
(Name)                               Executive Vice President



Controller
________________________________
Title


As required by the Securities Act of 1933, this Registration  Statement has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                      <C>                                           <C>


                                         Chairman of the Board and
- ----------------------                   Director                                      -------
Richard A. Liddy                                                                         Date


/s/LORRY J. STENSRUD                     President and Director                        4-28-00
- ---------------------                                                                  -------
Lorry J. Stensrud                                                                        Date

J. Robert Hopson*                        Director                                      4-28-00
- -----------------                                                                      -------
J. Robert Hopson                                                                         Date

William C. Mair*                         Director                                      4-28-00
- -----------------------                                                                -------
William C. Mair                                                                          Date

E. Thomas Hughes, Jr.*                                                                 4-28-00
- ----------------------                   Treasurer and Director                        -------
E. Thomas Hughes, Jr.                                                                    Date

Matthew P. McCauley*                     Director                                      4-28-00
- ----------------------                                                                 -------
Matthew P. McCauley                                                                      Date

John W. Barber*                          Director                                      4-28-00
- ----------------------                                                                 -------
John W. Barber                                                                           Date

                                         Director
/s/MARK E. REYNOLDS                                                                    4-28-00
- ---------------------                                                                   -------
Mark E. Reynolds                                                                         Date

/s/J. TERRI TANAKA                                                                     4-28-00
- ---------------------                    Director                                      -------
J. Terri Tanaka                                                                          Date


PETER L. WITKEWIZ                                                                      4-28-00
- ---------------------                    Controller                                    -------
Peter L. Witkewiz                                                                        Date
</TABLE>

                                  *By: /s/LORRY J. STENSRUD
                                       ______________________________________
                                       Lorry J. Stensrud, Attorney-in-Fact



                               INDEX TO EXHIBITS

INDEX NO.                                                                 PAGE


EX-99.B     Opinion and Consent of Counsel
EX-99.C     Consent of Actuary
EX-99.D     Consent of Independent Auditors


Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 28, 2000

Board of Directors
Cova Financial Services Life
   Insurance Company
One Tower Lane
Suite 3000
Oakbrook Terrace, IL 60181-4644

RE: Opinion of Counsel - Cova Variable Life Account One
    ---------------------------------------------------
Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of Post-Effective Amendment No. 1 to a Registration
Statement on Form S-6 for the Flexible Premium Variable Life Insurance
Policies to be issued by Cova Financial Services Life Insurance Company and
its separate account, Cova Variable Life Account One.

We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

     1. Cova Variable Life Account One is a Unit Investment Trust as that
term is defined in Section 4(2) of the Investment Company Act of 1940
(the "Act"), and is currently registered with the Securities and Exchange
Commission, pursuant to Section 8(a) of the Act.

     2. Upon the acceptance of premiums paid by an Owner pursuant to a
Policy issued in accordance with the Prospectus contained in the Registration
Statement and upon compliance with applicable law, such an Owner will have
a legally-issued, fully paid, non-assessable contractual interest under
such Policy.

You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration Statement.

We consent to the reference to our Firm under the caption "Legal Opinions"
contained in the Prospectus which forms a part of the Registration
Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By: /s/LYNN KORMAN STONE
    -------------------------
    Lynn Korman Stone


To the United States Securities and Exchange Commission:

In my capacity as Product Actuary for General American Life Insurance
Company, I have provided actuarial advice to Cova Financial Services Life
Insurance Company, a General American affiliate, concerning a variable
life insurance product funded through Cova Variable Life Account One.

It is my professional opinion that:

     1.   The fees and charges  deducted  under the contract,  in the aggregate,
          are  reasonable  in relation to the  services  rendered,  the expenses
          expected  to be  incurred,  and the  risks  assumed  by the  insurance
          company.

     2.   The  illustrations  of cash values,  death  benefits,  and accumulated
          premiums  in  the  Appendix  to  the   prospectus   contained  in  the
          Registration  Statement  are  based on the  assumptions  stated in the
          illustration,  and are  consistent  with the provisions of the Policy.
          The rate  structure of the Policy has not been  designed so as to make
          the  relationship  between  premium  and  benefits,  as  shown  in the
          illustrations,  appear to be more favorable to prospective  purchasers
          of  Policies at the ages shown in the rate class  illustrated  than to
          prospective purchasers of Policies at other ages.

     3.   The information  contained in the examples set forth in the section of
          the prospectus  entitled "Death  Benefits" is based on the assumptions
          stated in the examples,  and is consistent  with the provisions of the
          Policy.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement  and  to  the  use of my  name  under  the  heading  "Experts"  in the
prospectus.




/s/D. KENT HOLBROOK
- -------------------------------------------
D. Kent Holbrook




                        Consent of Independent Auditors



The Board of Directors
Cova Financial Services Life Insurance Company



We consent to the use of our reports on the consolidated financial statements of
Cova Financial  Services Life Insurance  Company and subsidiaries  (the Company)
dated February 4, 2000, and on the financial  statements of the  sub-accounts of
Cova Variable Life Account One dated March 20, 2000, and to the reference to our
firm  under the  heading  "Experts"  in the  Prospectus,  in the  Post-Effective
Amendment No. 1 to the Registration  Statement (Form S-6, File No. 333-83197) of
Cova Variable Life Account One.

                                              /s/KPMG LLP
                                              ------------
                                                 KPMG LLP


Chicago, Illinois
April 28, 2000


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