COVA VARIABLE ANNUITY ACCOUNT ONE
485APOS, 1996-04-24
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                                                            File Nos. 33-39100
                                                                      811-5200
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
     Pre-Effective Amendment No.                                         [ ]
     Post-Effective Amendment No. 8                                      [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
     Amendment No. 18                                                    [X]

                      (Check appropriate box or boxes.)

     COVA VARIABLE ANNUITY ACCOUNT ONE
     __________________________________
     (Exact Name of Registrant)

     COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
     _______________________________________________
     (Name of Depositor)

     One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois        60181-4644
     ______________________________________________________        __________
     (Address of Depositor's Principal Executive Offices)          (Zip Code)

Depositor's Telephone Number, including Area Code   (800) 831-5433

     Name and 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   Jeffery K. Hoelzel
          Blazzard, Grodd & Hasenauer, P.C.    Vice President,
          P.O Box 5108                         General Counsel and Secretary
          Westport, CT  06881                  Cova Financial Services
                                                 Life Insurance Company
          (203) 226-7866                       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
     _____  on ___________ pursuant to paragraph (b) of Rule 485
     __X__  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.

Registrant  has declared that it has registered an indefinite number or amount
of  securities  in accordance with Rule 24f-2 under the Investment Company Act
of  1940.    Registrant filed its Rule 24f-2 Notice for the most recent fiscal
year on or about February 26, 1996.

                               EXPLANATORY NOTE

==============================================================================

This  Registration  Statement contains eleven Portfolios of Cova Series Trust,
two  Portfolios  of Lord Abbett Series Fund, Inc. and one Portfolio of General
American Capital Company.  Two versions of the Prospectus will be created from
this  Registration  Statement. The distribution system for each version of the
Prospectus  is  different.  One  version  of  the  Prospectus will contain ten
Portfolios of Cova Series Trust and two Portfolios of Lord Abbett Series Fund,
Inc.   Another version of the Prospectus will contain eight Portfolios of Cova
Series  Trust  and  one  Portfolio  of General American Capital Company. These
Prospectuses  will  be  filed  with  the  Commission pursuant to Rule 497. The
Registrant  undertakes  to  update  this  Explanatory  Note  each  time  a
Post-Effective Amendment is filed.

==============================================================================


<TABLE>
<CAPTION>

<S>       <C>                                      <C>
          CROSS REFERENCE SHEET
          (required by Rule 495)

Item No.                                           Location
- --------                                           --------------------------------
          PART A

Item 1.   Cover Page . . . . . . . . . . . . . .   Cover Page

Item 2.   Definitions  . . . . . . . . . . . . .   Index of Special Terms

Item 3.   Synopsis . . . . . . . . . . . . . . .   Profile

Item 4.   Condensed Financial Information  . . .   Appendix A

Item 5.   General Description of Registrant,
          Depositor, and Portfolio Companies . .   Other Information - Cova; The
                                                   Separate Account; Cova
                                                   Series Trust; Lord Abbett Series
                                                   Fund, Inc.; General American
                                                   Capital Company

Item 6.   Deductions and Expenses. . . . . . . .   Expenses

Item 7.   General Description of Variable
          Annuity Contracts. . . . . . . . . . .   The Fixed and Variable Annuity

Item 8.   Annuity Period . . . . . . . . . . . .   Income Phase

Item 9.   Death Benefit. . . . . . . . . . . . .   Death Benefit

Item 10.  Purchases and Contract Value . . . . .   Purchase

Item 11.  Redemptions. . . . . . . . . . . . . .   Access to Your Money

Item 12.  Taxes. . . . . . . . . . . . . . . . .   Taxes

Item 13.  Legal Proceedings. . . . . . . . . . .   None

Item 14.  Table of Contents of the Statement of
          Additional Information . . . . . . . .   Table of Contents of the
                                                   Statement of Additional
                                                   Information
</TABLE>

<TABLE>
<CAPTION>
<S>       <C>                                      <C>
          CROSS REFERENCE SHEET
          (required by Rule 495)

Item No.                                           Location
- --------                                           -----------------------
          PART B

Item 15.  Cover Page . . . . . . . . . . . . . .   Cover Page

Item 16.  Table of Contents. . . . . . . . . . .   Table of Contents

Item 17.  General Information and History. . . .   Company

Item 18.  Services . . . . . . . . . . . . . . .   Not Applicable

Item 19.  Purchase of Securities Being Offered .   Not Applicable

Item 20.  Underwriters . . . . . . . . . . . . .   Distribution

Item 21.  Calculation of Performance Data. . . .   Performance Information

Item 22.  Annuity Payments . . . . . . . . . . .   Annuity Provisions

Item 23.  Financial Statements . . . . . . . . .   Financial Statements
</TABLE>



                                    PART C

Information  required  to  be  included  in  Part  C  is  set  forth under the
appropriate Item so numbered in Part C to this Registration Statement.




                                    PART A


                        THE FIXED AND VARIABLE ANNUITY

                                  issued by

                      COVA VARIABLE ANNUITY ACCOUNT ONE
                (FORMERLY, XEROX VARIABLE ANNUITY ACCOUNT ONE)
                                     and
                COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
         (FORMERLY, XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY)

This  prospectus  describes the Fixed and Variable Annuity Contract offered by
Cova Financial Services Life Insurance Company (Cova).

The  annuity contract has 15 investment choices - a fixed account which offers
an  interest  rate  which  is guaranteed by Cova, and 14 investment portfolios
listed below.  The 14 investment portfolios are part of the Cova Series Trust,
the  Lord  Abbett  Series Fund, Inc. or the General American Capital Company. 
You  can  put  your  money in the fixed account and/or any of these investment
portfolios (except as noted).

<TABLE>
<CAPTION>
<S>                                               <C>
COVA SERIES TRUST
Managed by J.P. Morgan Investment                 Managed by Van Kampen American Capital
Management Inc.:                                  Investment Advisory Corp.:
Select Equity                                     Growth and Income
Large Cap Stock                                   Money Market
Small Cap Stock                                   Quality Income
International Equity                              High Yield
Quality Bond                                      Stock Index

Managed by Lord, Abbett & Co.:
Bond Debenture

LORD ABBETT SERIES FUND, INC.:
Managed by Lord, Abbett & Co.
Growth and Income
Global Equity  (Not available for new purchases)

GENERAL AMERICAN CAPITAL COMPANY
Managed by General American Investment
Management Company:
Money Market
</TABLE>



Please  read  this  prospectus before investing and keep it on file for future
reference.    It  contains  important  information  about  the  Cova Fixed and
Variable Annuity Contract.

To  learn more about the Cova Variable Annuity Contract, you can obtain a copy
of  the  Statement of Additional Information (SAI) dated May 1, 1996.  The SAI
has  been  filed  with  the  Securities  and  Exchange Commission (SEC) and is
legally a part of the prospectus.  The Table of Contents of the SAI is on Page
__  of this prospectus.  For a free copy of the SAI, call us at (800) 831-5433
or  write  us  at  :  One  Tower  Lane, Suite 3000, Oakbrook Terrace, Illinois
60181-4644.


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

May 1, 1996.

                              TABLE OF CONTENTS


PAGE

INDEX OF SPECIAL TERMS

SUMMARY

FEE TABLE

EXAMPLES

1.  THE ANNUITY CONTRACT

2.  INCOME PHASE

3.  PURCHASE
Purchase Payments
Allocation of Purchase Payments
Accumulation Units

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

5.  EXPENSES
Insurance Charges
Contract Maintenance Charge
Withdrawal Charge
Reduction or Elimination of the Withdrawal Charge
Premium Taxes
Transfer Fee
Income Taxes
Investment Portfolio Expenses

6.  TAXES
Annuity Contracts in General
Qualified and Non-Qualified Contracts
Withdrawals - Non-Qualified Contracts
Withdrawals - Qualified Contracts
Withdrawals - Tax-Sheltered Annuities
Diversification

7.  ACCESS TO YOUR MONEY
Systematic Withdrawal Program

8.  PERFORMANCE

9.  DEATH BENEFIT
Upon Your Death
Death of Annuitant

10.  OTHER INFORMATION
Cova
The Separate Account
Distributor

APPENDIX A

APPENDIX B



                            INDEX OF SPECIAL TERMS

We  have  tried to make this prospectus as readable and understandable for you
as  possible.    By the very nature of the contract however, certain technical
words  or  terms are unavoidable.  We have identified the following as some of
these  words or terms.  They are identified in the text in italic and the page
that  is indicated here is where we believe you will find the best explanation
for the word or term.

                                                                         PAGE
Accumulation Phase . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Accumulation Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
Annuity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Annuity Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
Fixed Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Income Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
Investment Portfolios. . . . . . . . . . . . . . . . . . . . . . . . . .   12
Joint Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
Non-qualified. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
Purchase Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
Qualified. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
Tax Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9


                                   SUMMARY

The  sections  in this Summary correspond to sections in this prospectus which
discuss the topics in more detail.

1.   THE ANNUITY CONTRACT:  The fixed and variable annuity contract offered by
Cova is a contract between you, the investor, and Cova, an insurance company. 
The Contract provides a means for investing on a tax-deferred basis in a fixed
account  of  Cova  and 14 investment portfolios.  The Contract is intended for
retirement  savings  or other long-term investment purposes and provides for a
death benefit and guaranteed income options.

The  fixed account offers an interest rate that is guaranteed by the insurance
company, Cova.  This interest rate is set once each year.  While your money is
in  the  fixed  account,  the  interest  your  money will earn as well as your
principal is guaranteed by Cova.
   
This  Contract  also  offers 14 investment portfolios which are listed in 
Section 4.  These portfolios are designed to offer a better return than the 
fixed account. However, this is NOT guaranteed.  You can also lose your money.
    
You  can  put  money  into  any or all of the investment portfolios (except as
noted) and the fixed account. You can transfer between accounts up to 12 times
a  year without charge or tax implications.  After 12 transfers, the charge is
$25 or 2% of the amount transferred, which ever is less.

The  Contract,  like  all  deferred  annuity  contracts,  has  two phases: the
accumulation  phase  and  the  income  phase.  During  the accumulation phase,
earnings  accumulate  on a tax-deferred basis and are taxed as income when you
make  a  withdrawal.  The income phase occurs when you begin receiving regular
payments from your Contract.

The  amount  of  money  you  are able to accumulate in your account during the
accumulation  phase  will  determine  the amount of income payments during the
income phase.

2.    ANNUITY  PAYMENTS  (THE  INCOME  PHASE):  If you want to receive regular
income  from  your  annuity, you can choose one of three options: (1) monthly 
payments  for your life (assuming you are the annuitant); (2) monthly payments
for your life, but with payments continuing to the beneficiary for 5, 10 or 20
years  (as  you  select) if you die before the end of the selected period; and
(3) monthly payments for your life and for the life of another person (usually
your  spouse)  selected by you. Once you begin receiving regular payments, you
cannot change your payment plan.

During  the  income phase, you have the same investment choices you had during
the  accumulation  phase.  You can choose to have payments come from the fixed
account, the investment portfolios or both.  If you choose to have any part of
your  payments  come from the investment portfolios, the dollar amount of your
payments may go up or down.

3.    PURCHASE:    You  can  buy  this Contract with $5,000 or more under most
circumstances.  You  can  add  $2,000  or  more  any  time you like during the
accumulation  phase.  Your registered representative can help you fill out the
proper forms.

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

<TABLE>
<CAPTION>
<S>                                <C>
MANAGED BY J.P. MORGAN INVESTMENT  MANAGED BY LORD, ABBETT & CO.
MANAGEMENT INC.                    Bond Debenture
  Select Equity                    Growth and Income
  Large Cap Stock                  Global Equity (not available for
  Small Cap Stock                  new purchases)
  International Equity             MANAGED BY GENERAL AMERICAN INVESTMENT
  Quality Bond                     MANAGEMENT COMPANY
MANAGED BY VAN KAMPEN AMERICAN     Money Market
CAPITAL INVESTMENT ADVISORY CORP.
  Growth and Income
  Money Market
  Quality Income
  High Yield
  Stock Index
</TABLE>



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

5.    EXPENSES:   The Contract has insurance features and investment features,
and there are costs related to each.

Each  year Cova deducts a $30 contract fee from your Contract.  Cova currently
waives  this  charge  if your Contract is at least $50,000.  Cova also deducts
for its insurance charges which total 1.40% of the average daily value of your
Contract allocated to the investment portfolios.

There are also investment charges which range from .11% to .95% of the average
daily  value  of  the  investment  portfolio  depending  upon  the  investment
portfolio.

If you take your money out, Cova may assess a withdrawal charge which is equal
to 5% of the purchase payment you withdraw.  When you make a withdrawal or you
begin  receiving regular income payments from your annuity, Cova will assess a
state premium tax which ranges from 0-4% depending upon the state.

6.   TAXES:  Your earnings are not taxed until you take them out.  If you take
money  out,  earnings  come  out  first  and  are taxed as income.  If you are
younger  than 59 1/2 when you take money out, you may be charged a 10% federal
tax  penalty  on the earnings. Payments during the income phase are considered
partly  a return of your original investment. That part of each payment is not
taxable as income.
   
7.    ACCESS  TO  YOUR  MONEY:   You can take money out at any time during the
accumulation phase. After the first year, you can take up to 10% of your total
purchase payments each year without charge from Cova.  Withdrawals in excess 
of that will be charged  5%  of each payment you take out.  After Cova has had
a payment for 5 years,  there  is  no charge for withdrawals.  Of course, you
may also have to pay  income  tax  and  a tax penalty on any money you take 
out.  Each purchase payment you add to your Contract has its own 5 year 
withdrawal charge period.    

8.    PERFORMANCE:    The value of the Contract will vary up or down depending
upon  the investment performance of the Portfolio(s) you choose. The following
chart  shows  total returns for each investment portfolio for the time periods
shown.   These numbers reflect the insurance charges, the contract maintenance
charge,  the  withdrawal charge, the investment charges and all other expenses
of  the  investment  portfolio.  Past performance is not a guarantee of future
results.

<TABLE>
<CAPTION>
<S>                                     <C>     <C>        <C>     <C>     <C>    <C>
                                                Calendar   Year
Portfolio:                               1995       1994    1993    1992    1991   1990 
- --------------------------------------  ------  ---------  ------  ------  -----  ------
MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT INC.
  Select Equity                             -          -       -       -       -      - 
  Large Cap Stock                           -          -       -       -       -      - 
  Small Cap Stock                           -          -       -       -       -      - 
  International Equity                      -          -       -       -       -      - 
  Quality Bond                              -          -       -       -       -      - 
MANAGED BY VAN KAMPEN AMERICAN
CAPITAL INVESTMENT ADVISORY CORP.
  Growth and Income                     25.10     (11.43)   8.46       -       -      - 
  Money Market                          (0.45)     (2.65)  (3.87)  (2.98)      -      - 
  Quality Income                        11.00     (11.12)   4.07    0.59    6.79   1.44 
  High Yield                             9.47     (11.33)  14.65   11.93   19.60  (4.67)
  Stock Index                           29.64      (6.95)   1.98   (0.70)      -      - 
MANAGED BY LORD, ABBETT & CO.
  Bond Debenture                            -          -       -       -       -      - 
  Growth and Income                     22.46      (4.21)   7.73    8.39   18.36  (4.28)
  Global Equity                          3.78      (5.16)  19.49   (8.41)   5.74      - 
MANAGED BY GENERAL AMERICAN INVESTMENT
MANAGEMENT COMPANY
  Money Market                              -          -       -       -       -      - 
</TABLE>



9.    DEATH BENEFIT:  If you die before moving to the income phase, the person
you  have  chosen as your beneficiary will receive a death benefit. This death
benefit will be the greater of three amounts:  1) the money you've put in less
any money you've taken out, and the related withdrawal charges, accumulated at
4% until you reach age 80, or 2) the current value of your Contract, or 3) the
value  of  your  Contract at the most recent 5th-year-anniversary plus any 
money you've  added  since  that  anniversary minus any money you've taken out
since that  anniversary,  and  the related withdrawal charges.  If you die 
after age 80, slightly different rules apply.

10.  OTHER  INFORMATION:    Free Look.  If you cancel the Contract within 10
days  after  receiving  it  (or whatever period is required in your state), we
will  send  your  money  back without assessing a withdrawal charge.  You will
receive  whatever  your Contract is worth on the day we receive your request. 
This may be more or less than your original payment.  If we're required by law
to  return  your  original payment, we will put your money in the Money Market
Portfolio during the free-look period.

No  Probate.    In  most  cases, when you die, the person you choose as your
beneficiary will receive the Death Benefit without going through probate.

Who  should  purchase  the  Contract?   This Contract is designed for people
seeking  long-term  tax-deferred  accumulation  of  assets,  generally  for
retirement  or  other  long-term  purposes.   The tax-deferred feature is most
attractive  to  people in high federal and state tax brackets.  You should not
buy  this  Contract  if you are  looking for a short-term investment or if you
cannot take the risk of getting back less money than you put in.

Additional  Features.    This  Contract has additional features you might be
interested in.   These include:

     * You can arrange to have money automatically sent to you each month
while your Contract is still in the accumulation phase. Of course, you'll have
to  pay  taxes  on  money  you  receive.   We call this feature the Systematic
Withdrawal Program.
     *  You  can  arrange to have a regular amount of money automatically
invested in investment portfolios 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.
     *    Cova  will  automatically  readjust  the money between investment
portfolios  periodically  to  keep the blend you select.  We call this feature
Automatic Rebalancing.
     * Under certain circumstances, Cova will give you your money without a
withdrawal charge if you need it while you're in a nursing home.  We call this
feature the Nursing Home Waiver.

These  features  are  not  available in all states and may not be suitable for
your particular situation.

11. INQUIRIES:  If you need more information, please contact us at:

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


                 COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE

<TABLE>
<CAPTION>
<S>                                             <C>
OWNER TRANSACTION EXPENSES
Withdrawal Charge (see Note 2 below)            5% of purchase payment withdrawn

Transfer Fee (see Note 3 below)                 No charge for first 12 transfers in a
                                                contract year; thereafter, the fee is
                                                $25 per transfer or, if less, 2% of the
                                                amount transferred.

Contract Maintenance Charge (see Note 4 below)  $30 per contract per year
</TABLE>

<TABLE>
<CAPTION>
<S>                                         <C>
VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Premium          1.25%
Administrative Expense Charge                .15%
                                            -----
TOTAL VARIABLE ACCOUNT ANNUAL EXPENSES      1.40%
</TABLE>

<TABLE>
<CAPTION>
<S>                                                 <C>          <C>                  <C>
                                                                 Other Expenses
INVESTMENT PORTFOLIO CHARGES                                     (after expense 
(as a percentage of the average daily net                        reimbursement for
assets of an investment portfolio)                  Management   certain Portfolios   Total Portfolio
                                                    Fees         (see Note 5 below)   Annual Expenses
                                                    -----------  -------------------  ----------------
COVA SERIES TRUST
Managed by J.P. Morgan Investment Management Inc.
   Select Equity*                                          .75%                 .10%             .85%
   Large Cap Stock*                                        .65%                 .10%             .75%
   Small Cap Stock*                                        .85%                 .10%             .95%
   International Equity*                                   .85%                 .10%             .95%
   Quality Bond*                                           .55%                 .10%             .65%
Managed by Lord, Abbett & Co.
   Bond Debenture*                                         .75%                 .10%             .85%
Managed By Van Kampen American Capital Investment
Advisory Corp.
   Growth and Income                                       .60%                 .09%             .69%
   Money Market#                                           .00%                 .11%             .11%
   Quality Income                                          .50%                 .10%             .60%
   High Yield                                              .75%                 .11%             .86%
   Stock Index                                             .50%                 .11%             .61%
Lord Abbett Series Fund, Inc.
Managed by Lord Abbett
   Growth and Income##                                     .50%                 .02%             .52%
   Global Equity###                                        .00%                 .11%             .11%
General American Capital Company
Managed by General American Investment Management
Company
   Money Market                                           .205%                 .00%            .205%
<FN>
   
* Estimated.  The Portfolio commenced regular investment operations on April 1, 1996.    

#Cova  Investment  Advisory Corporation (Cova Advisory), the investment adviser for Cova Series Trust, 
currently  waives  its  fees  for the Money Market Portfolio. Although not obligated to, Cova Advisory
expects to continue to waive its fees for the Money Market Portfolio. In the future, Cova Advisory may
charge its fees on a partial or complete basis. Absent the management fee waiver, the total management
fee on an annual basis for the Money Market Portfolio is .50%.  The examples shown below for the Money
Market Portfolio are calculated based upon a waiver of the management fee.

##  Although  the expenses for the Growth and Income Portfolio of Lord Abbett Series Fund, Inc. do not
reflect  a  12b-1  plan,  one  has  been adopted which provides for payments to Lord, Abbett & Co. for
remittance  to  a  life insurance company for certain distribution expenses (see the Fund Prospectus).
The  12b-1  Plan  provides that such remittances, in the aggregate, will not exceed .15%, on an annual
basis,  of  the daily net asset value of shares of the Growth and Income Portfolio. The 12b-1 plan has
not been implemented. The examples below for this Portfolio do not reflect the imposition of the 12b-1
fee.

###  Lord,  Abbett  & Co. (Lord Abbett), the investment manager for the Lord Abbett Series Fund, Inc.,
currently  waives  its  management  fee and reimburses a portion of the expenses of the Global Equity
Portfolio.  Although not obligated to, Lord Abbett expects to continue to waive the management fee for
the  Global  Equity Portfolio. In the future, Lord Abbett may charge this fee on a partial or complete
basis.  Absent  the management fee waiver, the management fee on an annual basis for the Global Equity
Portfolio  is .75%. The examples shown below for the Global Equity Portfolio are calculated based upon
a waiver of the management fee and a reimbursement of expenses.
</TABLE>



EXAMPLES:

You  will  pay  the  following  expenses on a $1,000 investment, assuming a 5%
annual return on assets:
     (a) upon surrender at the end of each time period;
     (b) if the contract is not surrendered or is annuitized.

<TABLE>
<CAPTION>
<S>                                                <C>        <C>        <C>        <C>
                                                              Time       Periods
                                                   1 year    3 years    5 years   10 years
COVA SERIES TRUST
Managed by J.P. Morgan Investment Management Inc.
   Select Equity                                   (a) 73.80  (a)118.16
                                                   (b) 23.80  (b) 73.16
   Large Cap Stock                                 (a) 72.80  (a)115.15
                                                   (b) 22.80  (b) 70.15
   Small Cap Stock                                 (a) 74.80  (a)121.17
                                                   (b) 24.80  (b) 76.17
   International Equity                            (a) 74.80  (a)121.17
                                                   (b) 24.80  (b) 76.17
   Quality Bond                                    (a) 71.79  (a)112.12
                                                   (b) 21.79  (b) 67.12
Managed by Lord, Abbett & Co.
   Bond Debenture                                  (a) 73.80  (a)118.16
                                                   (b) 23.80  (b) 73.16
Managed by Van Kampen American Capital
Investment Advisory Corp.
   Money Market                                    (a) 66.36  (a) 95.62  (a)132.07  (a)188.79
                                                   (b) 16.36  (b) 50.62  (b) 87.07  (b)188.79
   Stock Index                                     (a) 71.39  (a)110.91  (a)157.85  (a)241.80
                                                   (b) 21.39  (b) 65.91  (b)112.85  (b)241.80
   High Yield                                      (a) 73.90  (a)118.46  (a)170.49  (a)267.24
                                                   (b) 23.90  (b) 73.46  (b)125.49  (b)267.24
   Quality Income                                  (a) 71.29  (a)110.60  (a)157.34  (a)240.77
                                                   (b) 21.29  (b) 65.60  (b)112.34  (b)240.77
   Growth and Income                               (a) 72.19  (a)113.33  (a)161.92  (a)250.02
                                                   (b) 22.19  (b) 68.33  (b)116.92  (b)250.02
LORD ABBETT SERIES FUND, INC.
Managed by Lord, Abbett & Co.
   Growth and Income                               (a) 70.49  (a)108.17  (a)153.26  (a)232.47
                                                   (b) 20.49  (b) 63.17  (b)108.26  (b)232.47
   Global Equity                                   (a) 66.36  (a) 95.62  (a)132.07  (a)188.79
                                                   (b) 16.36  (b) 50.62  (b) 87.07  (b)188.79
GENERAL AMERICAN CAPITAL COMPANY
Managed by General American Investment Management
  Company
   Money Market                                    (a) 67.31  (a) 98.54
                                                   (b) 17.31  (b) 53.54
</TABLE>



Explanation of Fee Table and Examples

1.   The purpose of the Fee Table is to show you the various expenses you will
incur directly or indirectly with the contract.

2.   The withdrawal charge is 5% of the purchase payments you withdraw.  After
Cova  has had a purchase payment for 5 years, there is no charge by Cova for a
withdrawal  of that purchase payment.  You may also have to pay income tax and
a  tax  penalty on any money you take out.  After the first year, you can take
up  to  10%  of  your  total purchase payments each year without a charge from
Cova.

3.   Cova will not charge you the transfer fee even if there are more than 12
transfers  in  a  year  if  the  transfer  is  for  the Dollar Cost Averaging,
Automatic Rebalancing or approved Asset Allocation Programs.
   
4.   Cova  will  not  charge  the  contract  maintenance charge if the value
of your contract is  $50,000  or  more,  although,  if  you  make a complete
withdrawal, Cova will charge the contract maintenance charge.    
   
5.   Since  August  20,  1990,  Cova  has been reimbursing certain investment
portfolios  of  Cova Series Trust for all operating expenses (exclusive of the
management  fees)  in  excess  of  approximately  .10%.   For the year ended 
December 31,  1995,  Lord  Abbett  reimbursed  a portion of the expenses for
the Global Equity  Portfolio.   The actual expense percentages for all 
operating expenses (exclusive  of the management fees) for the year ended 
December 31, 1995 were: .25% for the Quality Income Portfolio, .34% for the
High Yield Portfolio, .28% for  the  Stock Index Portfolio, .14% for the 
Money Market Portfolio, .59% for the  Cova  Series  Trust  Growth  and Income
Portfolio and .83% for the Global Equity Portfolio.    

Absent  the  expense  reimbursement and management fee waiver, the percentages
shown for total expenses (on an annualized basis) for the year or period ended
December  31,  1995  would  have been .75% for the  Quality Income Portfolio ,
1.09%  for the High Yield Portfolio, .64% for the Money Market Portfolio, .78%
for  the  Stock  Index Portfolio, 1.19% for the Cova Series Trust's Growth and
Income Portfolio and 1.58% for the Global Equity Portfolio.

6.  Premium taxes are not reflected.  Premium taxes may apply depending on the
state where you live.

7.   The assumed average contract size is $30,000.

8.   THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

There is  accumulation  unit  value  history  contained  in  Appendix  A - 
Condensed Financial Information.


                           1.  THE ANNUITY CONTRACT


     This Prospectus describes the Fixed and Variable Annuity Contract offered
by Cova.

     An annuity is a contract between you, the owner, and an insurance company
(in  this  case  Cova),  where  the  insurance  company promises to pay you an
income, in the form of annuity payments, beginning on a designated date that's
at  least  30 days in the future.  Until you decide to begin receiving annuity
payments,  your annuity is in the accumulation phase.  Once you  begin  
receiving  annuity  payments, your contract switches to the income phase. The
Contract benefits from tax deferral.

     Tax deferral means that you are not taxed on earnings or appreciation  on
the assets in your contract until you take money out of your contract.

     The contract is called a variable annuity because you can choose among 14
investment  portfolios. Depending upon market conditions, you can make or lose
money  in any of these portfolios.  If you select the variable annuity portion
of  the  Contract,  the  amount  of  money  you are able to accumulate in your
contract during the accumulation phase depends upon the investment performance
of  the investment portfolio(s) you select. The amount of the annuity payments
you  receive  during the income phase from the variable annuity portion of the
contract  also  depends  upon  the  investment  performance  of the investment
portfolios you select for the income phase.
   
     The contract also contains a fixed account.   The  fixed  account  offers  
an  interest  rate that is guaranteed by Cova.  This interest rate is set once
each year.  Cova guarantees that the interest credited  to  the fixed  account
will  not  be  less  than 3% per year with respect to contracts issued on or 
after May 1, 1996. If you select  the fixed account,  your money will be 
placed with the other general assets of  Cova.   If  you  select the fixed
account, the  amount  of  money  you are able to  accumulate in your 
contract  during  the  accumulation  phase  depends  upon  the  total interest
credited  to  your  contract.   The amount of the annuity payments you receive
during  the  income  phase from the fixed account portion of the contract will
remain level for the entire income phase.    

     As owner of the contract, you exercise all  rights  under  the  contract. 
You  can  change  the  owner at any time by notifying Cova in writing. You and
your  spouse  can be named joint owners. We have described more information on
this in Section 10 - Other Information.


                               2.  INCOME PHASE


     Under the contract you can receive regular income payments.  You can
choose  the  month  and year in which those payments begin.  We call that date
the  annuity date.   Your annuity date must be the first day of a
calendar  month.    You  can  also  choose  among income plans.  We call those
annuity options.

     We  ask  you to choose your annuity date and annuity option when you
purchase  the  contract.  You can change either at any time before the annuity
date with  30 days notice to us.  Your annuity date cannot be any earlier than
one  month  after you buy the contract. Annuity payments must begin  by the 
annuitant's 85th birthday or 10 years from the date the contract was  issued,
whichever  is later. The annuitant is the person whose life we look to when we
make annuity payments.

     If you do not choose an annuity option at the time you purchase the
contract,  we  will  assume  that  you selected Option 2 which provides a life
annuity with 10 years of guaranteed payments.

     During the income phase, you have the same investment choices you had
just before the start of the income phase. At the annuity date, you can choose
whether payments will come from the fixed account, the investment portfolio(s)
or  a  combination  of  both.    If  you don't tell us otherwise, your annuity
payments will be based on the investment allocations that were in place on the
annuity date.

     If you choose to have any portion of your annuity payments come from the
investment  portfolio(s), the dollar amount of your payment will depend upon 3
things:  1)  the  value of your contract in the investment portfolio(s) on the
annuity  date, 2) the 3% assumed investment rate used in the annuity table for
the  contract,  and  3)  the  performance  of  the  investment  portfolios you
selected.  If the actual performance exceeds the 3% assumed rate, your annuity
payments  will  increase.  Similarly, if the actual rate is less than 3%, your
annuity payments will decrease.

     You  can choose one of the following annuity options.  After annuity
payments begin, you cannot change the annuity option.

     OPTION 1.  LIFE ANNUITY.  Under this option, we will make an annuity
payment  each  month  so  long as the annuitant is alive.  After the annuitant
dies, we stop making annuity payments.

     OPTION 2.  LIFE ANNUITY WITH 5, 10 OR 20 YEARS GUARANTEED.  Under this
option, we will make an annuity payment each month so long as the annuitant is
alive.    However,  if, when the annuitant dies, we have made annuity payments
for  less  than  the selected guaranteed period, we will then continue to make
annuity payments for the rest of the guaranteed period to the beneficiary.  If
the  beneficiary  does not want to receive annuity payments, he or she can ask
us for a single lump sum.

     OPTION 3.  JOINT AND LAST SURVIVOR ANNUITY.  Under this option, we will
make annuity payments  each month so long as the annuitant and a second person
are  both  alive.   When either of these people dies, we will continue to make
annuity  payments,  so  long as the survivor continues to live.  The amount of
the  annuity  payments  we  will make to the survivor can be equal to 100%, 66
2/3% or 50% of the amount that we would have paid if both were alive.

     Annuity payments are made monthly unless you have less than $5,000 to
apply  toward  a payment ($2,000 if the contract is issued in Massachusetts or
Texas).   In that case, Cova may provide your annuity payment in a single lump
sum.   Likewise, if your annuity payments would be less than $100 a month ($20
in Texas), Cova has the right to change the frequency of payments so that your
annuity payments are at least $100 ($20 in Texas).


                                 3.  PURCHASE


PURCHASE PAYMENTS

     A purchase payment is the money you give us to buy the contract.  The 
minimum we will accept is $5,000 when the contract is bought as a  non-
qualified  contract.   If you are buying the contract as part of an IRA
(Individual  Retirement  Annuity), 401(k) or other qualified plan, the minimum
we  will  accept  is  $2,000.  The maximum we accept is $1 million without our
prior  approval.   You can make additional purchase payments of $2,000 or more
to either type of contract.

ALLOCATION OF PURCHASE PAYMENTS

     When you purchase a contract, we will allocate your purchase payment to
the  fixed  account  and/or  one or more of the investment portfolios you have
selected.   If you make additional purchase payments, we will allocate them in
the  same  way  as  your first purchase payment unless you tell us otherwise. 
There is a $500 minimum balance requirement for the fixed account and for each
investment portfolio.

     If you change your mind about owning this contract, you can cancel it
within  10  days  after  receiving it (or the period required in your state). 
When  you cancel the contract within this time period, Cova will not  assess a
withdrawal  charge.   You will receive back whatever your contract is worth on
the  day  we  receive your request. In certain states or if you have purchased
the  contract  as  an  IRA,  we may be required to give you back your purchase
payment  if  you decide to cancel your contract within 10 days after receiving
it  (or  whatever  period is required in your state).  If that is the case, we
will  put  your  purchase payment in the Money Market Portfolio of the Cova
Series Trust  for  15  days  after we allocate your first purchase payment.  
(In some states, the period may be longer.)  At the end of that period, we 
will re-allocate those funds as you selected.

     Once we receive your purchase payment and the necessary information, we
will  issue  your  contract  and allocate your first purchase payment within 2
business  days.  If you do not give us all of the information we need, we will
contact  you  to  get  it.  If  for some reason we are unable to complete this
process  within  5  business  days, we will either send back your money or get
your  permission to keep it until we get all of the necessary information.  If
you add more money to your contract by making additional purchase payments, we
will  credit  these  amounts  to  your  contract within one business day.  Our
business day closes when the New York Stock Exchange closes, usually 4:00 P.M.
Eastern time.

ACCUMULATION UNITS

     The value of the variable annuity portion of your contract will go up or
down  depending upon the investment performance of the investment portfolio(s)
you  choose.    In order to keep track of the value of your contract, we use a
unit  of  measure  we  call  an  accumulation  unit.   (An accumulation  unit
works  like  a share of a mutual fund.)  During the income phase of the 
contract we call the unit an annuity unit.

     Every day we determine the value of an accumulation unit for each of the
investment portfolios.  We do this by:

     (1) determining the total amount of money invested in the particular
investment portfolio;

     (2) subtracting from that amount any insurance charges and any other
charges such as taxes we have deducted; and

     (3) dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

     When  you  make  a  purchase  payment,  we credit your contract with
accumulation  units.   The number of accumulation units credited is determined
by  dividing  the  amount  of  the purchase payment allocated to an investment
portfolio  divided  by  the value of the accumulation unit for that investment
portfolio.

     We  calculate  the value of an accumulation unit for each investment
portfolio  after  the  New York Stock Exchange closes each day and then credit
your contract.

     Example:
          On Monday we receive an additional purchase payment of $5,000 from
you.    You  have  told us you want this to go to the Quality Bond Portfolio. 
When  the New York Stock Exchange closes on that Monday, we determine that the
value  of  an  accumulation unit for the Quality Bond Portfolio is $13.90.  We
then  divide  $5,000  by  $13.90 and credit your contract on Monday night with
360.23 accumulation units for the Quality Bond Portfolio.


                            4.  INVESTMENT OPTIONS


The  Contract  offers 14 investment portfolios which are described  below.  
Additional  investment  portfolios  may be available in the future.

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

COVA SERIES TRUST

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

J.P.  Morgan  Investment  Management  Inc. is the sub-adviser to the following
portfolios:

     Select Equity Portfolio

     Large Cap Stock Portfolio

     Small Cap Stock Portfolio

     International Equity Portfolio

     Quality Bond Portfolio

Lord, Abbett & Co.  is the sub-adviser to the following portfolio:

     Bond Debenture Portfolio

Van  Kampen  American  Capital Investment Advisory Corp. is the sub-adviser to
the following portfolios:

     Growth and Income Portfolio

     Money Market Portfolio

     Quality Income Portfolio

     High Yield Portfolio

     Stock Index Portfolio

LORD ABBETT SERIES FUND, INC.

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

     Growth and Income Portfolio

     Global Equity Portfolio (not available for new purchases)

GENERAL AMERICAN CAPITAL COMPANY

     General  American  Capital  Company  is  a mutual fund with multiple
portfolios.    Each  portfolio  is  managed  by  General  American  Investment
Management Company.  The following portfolio is available under the contract:

     Money Market Fund

TRANSFERS

     You can transfer money among the fixed account and the 14 investment
portfolios.

     TRANSFERS DURING THE ACCUMULATION PHASE.  You can make 12 transfers every
year  during the accumulation phase without charge. We measure a year from the
annivesary  of the day we issued your Contract.  You can make a transfer to or
from  the  fixed  account and to or from any investment portfolio. If you make
more than 12 transfers in a year, there is a transfer fee deducted. The fee is
$25  per  transfer  or,  if less, 2% of the amount transferred.  The following
apply to any transfer during the accumulation phase:

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

     2.  Your request for transfer must clearly state which investment
portfolio(s) or the fixed account are involved in the transfer.

     3.  Your request for transfer must clearly state how much the
transfer is for.

     4.  You cannot make any transfers within 7 calendar days of the
annuity date.

     TRANSFERS DURING THE INCOME PHASE.  You can only make transfers between
the  investment  portfolios  once  each  year.  We  measure  a  year  from the
anniversary  of the day we issued your contract. You cannot  transfer from the
fixed  account    to an investment portfolio, but you can transfer from one or
more investment portfolios to the fixed account at any time.  If you make more
than 12 transfers in a year, a transfer fee will be charged.

     Cova has reserved the right during the year to terminate or modify the
transfer provisions described above.

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

DOLLAR COST AVERAGING PROGRAM

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

     The minimum amount which can be transferred each month is $500. You must
have  at  least $6,000 in the Money Market Portfolio or the fixed account, (or
the amount required to complete your program, if less) in order to participate
in the Dollar Cost Averaging Program.

     All Dollar Cost Averaging transfers will be made on the 15th day of the
month  unless  that day is not a business day. If it is not, then the transfer
will be made the next business day.

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

AUTOMATIC REBALANCING PROGRAM

     Once your money has been allocated among the investment portfolios, the
performance  of  each  portfolio  may cause your allocation to shift.  You can
direct  us to automatically rebalance your contract to return to your original
percentage  allocations  by  selecting our Automatic Rebalancing Program.  You
can  tell  us  whether  to rebalance quarterly, semi-annually or annually.  We
will  measure  these  periods  from the anniversary of the date we issued your
contract.    The transfer date will be the 1st day after the end of the period
you  selected.  If  you  participate in the Automatic Rebalancing Program, the
transfers made under the program are not taken into account in determining any
transfer fee.

     EXAMPLE:
           Assume that you want your initial purchase payment split between 2
investment  portfolios.   You want 40% to be in the Quality Bond Portfolio and
60%  to  be  in  Select Equity Portfolio.  Over the next 2 1/2 months the bond
market  does  very well while the stock market performs poorly.  At the end of
the  first  quarter,  the  Quality  Bond  Portfolio now represents 50% of your
holdings  because  of  its  increase in value.  If you had chosen to have your
holdings  rebalanced  quarterly,  on  the  first day of the next quarter, Cova
would sell some of your units in the Quality Bond Portfolio to bring its value
back to 40% and use the money to buy more units in the Select Equity Portfolio
to increase those holdings to 60%.


APPROVED ASSET ALLOCATION PROGRAMS

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

     Cova has made no independent investigation of these programs. Cova has
only  established  that  these programs are compatible with our administrative
systems  and  rules.    Approved  asset allocation programs are only available
during the accumulation phase.

     Even though Cova permits the use of approved asset allocation programs,
the  contract  was not designed for professional market timing organizations. 
Repeated patterns of frequent transfers is disruptive to the operations of the
investment  portfolios,  and  should  Cova  become  aware  of  such  disruptive
practices, we may modify the transfer provisions of the contract.

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

VOTING RIGHTS

     Cova is the legal owner of the investment portfolio shares.  However,
Cova  believes  that  when  an  investment  portfolio  solicits  proxies  in
conjunction with a vote of shareholders, it is required to obtain from you and
other  owners  instructions  as  to how to vote those shares.  When we receive
those  instructions,  we  will  vote all of the shares we own in proportion to
those  instructions.   This will also include any shares that Cova owns on its
own  behalf.    Should  Cova determine that it is no longer required to comply
with the above, we will vote the shares in our own right.

SUBSTITUTION

     Cova may be required to substitute one of the investment portfolios you
have  selected with another portfolio.  We would not do this without the prior
approval  of  the Securities and Exchange Commission.  We will give you notice
of our intent to do this.


                                 5.  EXPENSES


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

INSURANCE CHARGES

     Each day, Cova makes a deduction for its insurance charges.  Cova does
this as part of its calculation of the value of the accumulation units and the
annuity  units.      The  insurance charge has two parts: 1) the mortality and
expense risk premium and 2) the administrative expense risk charge.

     Mortality and Expense Risk Premium.  This charge is equal, on an annual
basis,  to 1.25% of the daily value of the contracts invested in an investment
portfolio,  after  expenses  have  been  deducted.  This charge is for all the
insurance  benefits  e.g., guarantee of annuity rates, the death benefits, for
certain  expenses  of  the  contract, and for assuming the risk (expense risk)
that the current charges will be sufficient in the future to cover the cost of
administering  the  contract.    If  the  charges  under  the contract are not
sufficient,  then  Cova  will  bear  the  loss.  Cova does, however, expect to
profit  from  this  charge.   The mortality and expense risk premium cannot be
increased.    Cova may use any profits we make from this charge to pay for the
costs of distributing the contract.

     Administrative Expense Charge.  This charge is equal, on an annual
basis,  to  .15% of the daily value of the contracts invested in an investment
portfolio,  after expenses have been deducted.  This charge, together with the
contract  maintenance  charge  (see  below) is for all the expenses associated
with  the  administration  of  the  contract.    Some  of  these expenses are:
preparation  of  the  contract,  confirmations, annual reports and statements,
maintenance  of  contract records, personnel costs, legal and accounting fees,
filing fees, and computer and systems costs.  Because this charge is taken out
of  every unit value, you may pay more in administrative costs than those that
are associated solely with your contract.  Cova does not intend to profit from
this  charge.  However, if this charge and the contract maintenance charge are
not  enough  to cover the costs of the contracts in the future, Cova will bear
the loss.

CONTRACT MAINTENANCE CHARGE

     During the accumulation phase, every year on the anniversary of the date
when  your  contract  was  issued,  Cova  deducts  $30 from your contract as a
contract  maintenance charge.  (In South Carolina, the charge is the lesser of
$30  or  2%  of the value of the contract.)  This charge is for administrative
expenses (see above).  This charge can not be increased.

     Cova  will  not  deduct this charge, if when the deduction is to be made,
the  value  of  your  contract  is $50,000 or more.  Cova may some time in the
future discontinue this practice and deduct the charge.

     If  you  make a  complete  withdrawal from  your  contract, the contract
maintenance  charge  will  also  be deducted.  A prorata portion of the charge
will  be deducted if the annuity date is other than an anniversary.  After the
annuity date, the charge will be collected monthly out of the annuity payment.

WITHDRAWAL CHARGE

     During  the  accumulation  phase, you can make withdrawals from your
contract.  Cova keeps track of each purchase payment.  Once a year after the
first  year, you can withdraw up to 10% of your total purchase payments and no
withdrawal charge  will  be  assessed on the 10%, if on the day you make your
withdrawal the  value  of  your  contract  is $5,000 or more.  Otherwise, the
charge  is 5% of each purchase payment you take out.  However, after Cova has
had  a purchase payment for 5 years, there is no charge when you withdraw that
purchase  payment.  For  purposes  of  the  withdrawal  charge,  Cova  treats
withdrawals  as  coming  from  the  oldest  purchase  payment first.  When the
withdrawal  is  for  only  part  of the value of your contract, the withdrawal
charge is deducted from the remaining value in your contract.

NOTE:  For tax purposes, withdrawals are considered to have come from the last
money  into  the contract.  Thus, for tax purposes, earnings are considered to
come out first.

     Cova does not assess the withdrawal charge on any payments paid out  as
annuity payments or as death benefits.

     After  you have owned the contract for one year, if you, or your joint
owner,  has  been  confined  to  a  nursing  home  or hospital for at least 90
consecutive  days  under a doctor's care and you need part or all of the money
from  your  contract,  Cova  will  not impose a withdrawal charge. You or your
joint  owner  cannot have been so confined when you purchased your contract if
you want to take advantage of this provision.  This is called the Nursing Home
Waiver.  This provision is not available in all states.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

     Cova will reduce or eliminate the amount of the withdrawal charge when
the contract is sold under circumstances which reduce its sales expense.  Some
examples  are:    if  there  is  a  large  group  of  individuals that will be
purchasing  the contract or a prospective purchaser already had a relationship
with Cova. Cova will not deduct a withdrawal charge under a contract issued to
an officer, director or employee of Cova or any of its affiliates.

PREMIUM TAXES

     Some states and other governmental entities (e.g., municipalities) charge
premium  taxes or similar taxes.  Cova is responsible for the payment of these
taxes and will make a deduction from the value of the contract for them.  Some
of  these  taxes  are  due  when  the  contract is issued, others are due when
annuity  payments  begin.   It is Cova's current practice to not charge anyone
for these taxes until annuity payments begin or a complete withdrawal is made.
Cova  may  some  time in the future discontinue this practice and assess the
charge  when  the  tax  is  due.  Premium taxes generally range from 0% to 4%,
depending on the state.

TRANSFER FEE

     You can make 12 free transfers every year.  We measure a year from the
day  we  issue  your  contract.  If you make more than 12 transfers a year, we
will  deduct  a  transfer  fee  of $25 or 2% of the amount that is transferred
whichever is less.

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

INCOME TAXES

     Cova will deduct from the contract for any income taxes which it incurs
because  of  the  contract.    At the present time, we are not making any such
deductions.

INVESTMENT PORTFOLIO EXPENSES

     There are deductions from and expenses paid out of the assets of the
various  investment  portfolios,  which  are  described  in  the attached fund
prospectuses.

                                  6.  TAXES


NOTE:  Cova  has  prepared  the  following  information  on taxes as a general
discussion  of  the  subject.    It  is  not  intended  as  tax  advice to any
individual.    You  should  consult  your  own  tax  adviser  about  your  own
circumstances.    Cova has included in the Statement of Additional Information
an additional discussion regarding taxes.

ANNUITY CONTRACTS IN GENERAL

     Annuity contracts are a means of setting aside money for future needs -
usually  retirement.   Congress recognized how important saving for retirement
was  and  provided  special  rules  in  the  Internal Revenue Code (Code)  for
annuities.

     Simply  stated these rules provide that you will not be taxed on the
earnings  on  the money held in your annuity contract until you take the money
out.    This  is referred to as tax deferral.  There are different rules as to
how  you will be taxed depending on how you take the money out and the type of
contract - qualified or non-qualified (see following sections).

     You, as the owner, will not be taxed on increases in the value of your
contract  until  a  distribution occurs - either as a withdrawal or as annuity
payments.    When  you  make  a  withdrawal you are taxed on the amount of the
withdrawal  that is earnings.  For annuity payments, different rules apply.  A
portion  of  each  annuity  payment  is  treated  as  a partial return of your
purchase payments and will not be taxed.  The remaining portion of the annuity
payment  will  be  treated  as  ordinary  income.   How the annuity payment is
divided  between taxable and non-taxable portions depends upon the period over
which  the annuity payments are expected to be made. Annuity payments received
after  you have received all of your purchase payments are fully includible in
income.

     When  a  non-qualified  contract  is  owned  by a non-natural person
(e.g., corporation  or certain other entities other than tax-qualified trusts),
the contract will generally not be treated as an annuity for tax purposes.

QUALIFIED AND NON-QUALIFIED CONTRACTS

     If you purchase the contract as an individual and not under any pension
plan,  specially  sponsored  program or an individual retirement annuity, your
contract is referred to as a non-qualified contract.

     If you purchase the contract under a pension plan, specially sponsored
program,  or an individual retirement annuity, your contract is referred to as
a  qualified contract.  Examples of qualified plans are: Individual Retirement
Annuities (IRAs),  Tax-Sheltered  Annuities  (sometimes referred to as 403(b)
contracts), H.R. 10 Plans (sometimes referred to as Keogh Plans), and pension
and profit plans, which include 401(k) plans.

WITHDRAWALS - NON-QUALIFIED CONTRACTS

     If  you make a withdrawal from your contract, the Code treats such a
withdrawal as first coming from earnings and then from your purchase payments.
 Such withdrawn earnings are includible in income.

     The Code also provides that any amount received under an annuity contract
which  is  included  in income may be subject to a penalty.  The amount of the
penalty  is  equal  to  10%  of the amount that is includible in income.  Some
withdrawals  will  be  exempt from the penalty.  They include any amounts: (1)
paid  on or after the taxpayer reaches age 59 1/2; (2) paid after you die; (3)
paid  if the taxpayer becomes totally disabled (as that term is defined in the
Code);  (4) paid in a series of substantially equal payments made annually (or
more  frequently)  under  a  lifetime  annuity,  (5)  paid  under an immediate
annuity;  or  (6)  which  come from purchase payments made prior to August 14,
1982.

WITHDRAWALS - QUALIFIED CONTRACTS

     The above information describing the taxation of non-qualified contracts
does  not  apply  to qualified  contracts. There are special rules that govern
with  respect  to  qualified  contracts.    We  have  provided a more complete
discussion in the Statement of Additional Information.

WITHDRAWALS - TAX-SHELTERED ANNUITIES

     The Code limits the withdrawal of purchase payments made by owners from
certain  Tax-Sheltered Annuities.  Withdrawals can only be made when an owner:
(1) reaches age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled
(as  that  term  is  defined  in  the  Code); or (5) in the case of hardship. 
However,  in  the  case  of hardship, the owner can only withdraw the purchase
payments and not any earnings.

DIVERSIFICATION

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

     Neither the Code nor the Internal Revenue Service Regulations issued to
date  provide  guidance as to the circumstance under which you, because of the
degree  of  control you exercise over the underlying investments, and not Cova
would  be considered the owner of the shares of the investment portfolios.  If
this occurs, it will result in the loss of the favorable tax treatment for the
contract.    It  is  unknown  to  what  extent  owners are permitted to select
investment  portfolios,  to  make transfers among the investment portfolios or
what  the number and type of investment portfolios owners may select from.  If
any guidance is provided which is considered a new position, then the guidance
would  generally  be  applied  prospectively.    However,  if such guidance is
considered  not  to  be a new position, it may be applied retroactively.  This
would  mean  that  you,  as the owner of the contract, could be treated as the
owner of the investment portfolios.

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


                           7.  ACCESS TO YOUR MONEY


     You  can  have access to the money in your contract: (1) by making a
withdrawal (either  a  partial  or a complete withdrawal); (2) by electing to
receive annuity  payments;  or  (3)  when  a  death  benefit  is paid to your
beneficiary.  Under  most circumstances, withdrawals can only be made during
the accumulation phase.

     When  you make a complete withdrawal you will receive the value of the
contract  on  the  day  you made the withdrawal less any applicable withdrawal
charge,  less  any premium tax and less any contract maintenance charge.  (See
Section 5. Expenses for a discussion of the charges.)

     Unless you instruct Cova otherwise, any partial withdrawal will be made
pro-rata  from  all  the  investment  portfolios  and  the  fixed  account you
selected.  Under  most circumstances the amount of any partial withdrawal must
be  for  at  least $500. Cova requires that after a partial withdrawal is made
you keep at least $500 in any selected investment portfolio.

     INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY
WITHDRAWAL YOU MAKE.

     There are limits to the amount you can withdraw from a qualified plan
referred  to  as a 403(b) plan. For a more complete explanation see Section 6.
Taxes and the discussion in the Statement of Additional Information.

SYSTEMATIC WITHDRAWAL PROGRAM

     If  you  are  59 1/2 or older, you may use the Systematic Withdrawal
Program.    This program provides an automatic monthly payment to you of up to
10%  of  your total purchase payments each year.  No withdrawal charge will be
made  for these payments.  Cova does not have any charge for this program, but
reserves  the right to charge in the future.  If you use this program, you may
not  also  make  a  single  10%  free  withdrawal.    For  a discussion of the
withdrawal charge and the 10% free withdrawal, see Section 5. Expenses.

     All Systematic Withdrawals will be paid on the 15th day of the month
unless  that day is not a business day. If it is not, then the payment will be
the next business day.

     Income taxes may apply to Systematic Withdrawals.


                               8.  PERFORMANCE


     Cova  periodically  advertises performance of the various investment
portfolios.    Cova  will  calculate performance by determining the percentage
change  in  the  value  of  an  accumulation  unit  by  dividing  the increase
(decrease)  for  that  unit  by  the  value  of  the  accumulation unit at the
beginning  of  the  period.  This performance number reflects the deduction of
the  insurance  charges.  It  does not reflect the deduction of any applicable
contract  maintenance  charge  and  withdrawal  charge.  The  deduction of any
applicable contract maintenance charge and withdrawal charges would reduce the
percentage  increase  or  make  greater  any  percentage  decrease.    Any
advertisement  will  also  include  total  return  figures  which  reflect the
deduction  of  the  insurance  charges,  contract  maintenance  charges,  and
withdrawal charges.

     Appendix  B  contains  performance  information  that  you  may find
informative.    It  is  divided into various parts, depending upon the type of
performance  information  shown.  Future performance will vary and the results
shown are not necessarily representative of future results.

     PART  1.    This  section shows actual investment performance of the
investment  portfolios  that  were  operating under the contract before May 1,
1996.  Chart 1 contained in Appendix B sets out the actual performance at both
the underlying investment portfolio level and at the accumulation unit level. 
The performance figures for the investment portfolios reflect the deduction of
the  actual  fees  and  expenses  paid  by the Portfolio. There is performance
figures for the accumulation units which reflect the insurance charges as well
as  the  fees  and  expenses  of  the  investment  portfolio.    There is also
performance  figures  for  the  accumulation units which reflect the insurance
charges,  the  contract  maintenance  charge,  the  fees  and  expenses of the
investment portfolio, and assumes that you make a withdrawal at the end of the
period and therefore the withdrawal charge is reflected.

     PART 2.  This section shows the actual investment performance of the
GAIMCO  Money  Market  Fund.  Even though the GAIMCO Money Market Fund was not
available  under  the contract until May 1, 1996, the GAIMCO Money Market Fund
has  been  in  existence  for  some  time  and  therefore  has  an  investment
performance history.  In order to show how investment experience of the GAIMCO
Money  Market  Fund affects accumulation unit values, hypothetical performance
information was developed.

     Chart 2 contained in Appendix B sets out hypothetical information based
upon  the historical experience of the GAIMCO Money Market Fund and is for the
periods  shown.    The  performance  figures  for the GAIMCO Money Market Fund
reflect the deduction of the actual fees and expenses paid by this portfolio. 
There  is  performance  figures  for  the accumulation units which reflect the
insurance  charges as well as the fees and expenses of the portfolio. There is
also  performance  figures  for  the  accumulation  units  which  reflect  the
insurance  charges,  the contract maintenance charge, the fees and expenses of
the portfolio, and assumes that you make a withdrawal at the end of the period
and therefore the withdrawal charge is reflected.

     PART 3.  The Bond Debenture investment portfolio is newly created and
therefore  does  not yet have its own performance record.  However, it has the
same  investment  objective  and  follows  substantially  the  same investment
strategies  as  a  certain  mutual  fund  advised  by  the  same  manager  or
sub-adviser.  This  fund  is  sold  to  the  public  (Public  Fund) and has an
investment performance record.  In order to demonstrate how the performance of
the  Public  Fund  affects  accumulation unit values, hypothetical performance
information was developed.

     Chart 3 contained in Appendix B shows the historical performance of the
Public  Fund.    These  performance  figures  reflect  the  deduction  of  the
historical fees and expenses paid by the Public Fund and not those paid by the
investment  portfolio.    The  hypothetical figures for the accumulation units
assume  the deduction of the fees and expenses anticipated to actually be paid
by  the  investment  portfolio, but uses the actual performance results of the
Public  Fund.  There  is hypothetical performance figures for the accumulation
units  which  reflect the insurance charges as well as the portfolio expenses.
There  is  also  hypothetical  performance  figures for the accumulation units
which  reflect  the  insurance  charges,  the contract maintenance charge, the
portfolio  expenses,  and assumes that you make a withdrawal at the end of the
period and therefore the withdrawal charge is reflected.

     PART 4.  J.P. Morgan Investment Management Inc. is the sub-adviser for
five  investment  portfolios.  The  portfolios  are  newly  formed and have no
performance  history.  However, all of these investment portfolios (except the
International  Equity  Portfolio)  have  investment  objectives,  policies and
strategies  substantially  similar  to  those employed by the sub-adviser with
respect  to  certain  private  accounts  (Private  Accounts).    The  overall
operations  of  the portfolios are comparable to those of the Private Accounts
so  that  the  performance of these Private Accounts is deemed relevant to the
investor.    In  order  to demonstrate how the actual investment experience of
these  Private  Accounts  affects  accumulation  unit  values,  hypothetical
performance information was developed.

     Chart  4  contained  in  Appendix  B  shows hypothetical performance
information  derived  from  the  historical  performance  of composites of the
comparable  Private  Accounts  with  respect  to  the Select Equity, Large Cap
Stock,  Small  Cap  Stock  and  Quality  Bond  investment  portfolios.    The
hypothetical  performance  figures for the investment portfolios represent the
actual  performance  results of the composites of comparable Private Accounts,
adjusted  to  reflect the deduction of the fees and expenses anticipated to be
paid  by the investment portfolio. The actual composite performance figures of
the  Private  Accounts  are  time-weighted  rates  of return which include all
income  and accrued income and realized and unrealized gains or losses, but do
not  reflect the deduction of investment advisory fees actually charged to the
Private  Accounts.  There  is  hypothetical  performance  figures  for  the
accumulation  units  which  reflects  the  actual  performance  results of the
composites  of  comparable Private Accounts, adjusted to reflect the deduction
of  the  fees  and expenses anticipated to be paid by the investment portfolio
and  the insurance charges. There is also hypothetical performance figures for
the  accumulation  units  which reflects the actual performance results of the
composites  of  comparable Private Accounts, adjusted to reflect the deduction
of  the  fees  and expenses anticipated to be paid by the investment portfolio
plus  the insurance charges, the contract maintenance charge, and also assumes
that you make a withdrawal at the end of the period and therefore the 
withdrawal charge is reflected.

Please note that Appendix B does not contain performance information for the
International Equity Portfolio.


                              9.  DEATH BENEFIT


UPON YOUR DEATH

     If you die before annuity payments begin, Cova will pay a death benefit
to your beneficiary (see below).  If you have a joint owner, the death benefit
will  be  paid when the first of you dies.  Joint owners must be spouses.  The
surviving joint owner will be treated as the beneficiary.

     The amount of the death benefit depends on how old you or your joint
owner is.

     Prior to you, or your joint owner, reaching age 80, the death benefit
will be the greater of:

     1.     Total purchase payments, less withdrawals (and any withdrawal
charges  paid on the withdrawal) accumulated at 4% from the date your contract
was issued until the date of death; or

     2.     The value of your contract at the time the death benefit is to be
paid; or

     3.          The  value of your contract on the most recent five year
anniversary,  plus any subsequent purchase payments, less any withdrawals (and
any withdrawal charges paid on the withdrawals).

     After you, or your joint owner, reach age 80, the death benefit will be
the greater of:

     1.     Total purchase payments, less withdrawals (and any withdrawal
charges paid on the withdrawals) accumulated at 4% from the date your contract
was  issued  until  you or  your joint owner reach age 80, plus any subsequent
purchase  payments,  less  any withdrawals (and any withdrawal charges paid on
the withdrawals) ; or

     2.     The value of your contract at the time the death benefit is to be
paid; or

     3.          The  value of your contract on the most recent five year
anniversary  before  the  date  of  death on or before you or your joint owner
reach age 80, plus any subsequent purchase payments, less any withdrawals (and
any withdrawal charges paid on the withdrawals).
   
     The death benefit provisions described above may not be available in your
state.  In those states where it is not available, the death benefit will be 
as follows:    

     Prior to you, or your joint owner, reaching age 80, the death benefit
will be the greater of:

     1.     Total purchase payments, less withdrawals (and any withdrawal
charges paid on the withdrawals);

     2.     The value of your Contract at the time of the death benefit is to
be paid; or

     3.          The  value of your Contract on the most recent five year
anniversary  before  the date of death, plus any subsequent purchase payments,
less any withdrawals (and any withdrawal charges paid on the withdrawals.)

     After you, or your joint owner, reach age 80, the death benefit will be
the greater of:

     1.     Total purchase payments, less any withdrawals (and any withdrawal
charges paid on the withdrawals);

     2.     The value of your contract at the time the death benefit is to be
paid; or

     3.          The  value of your contract on the most recent five year
anniversary  on  or  before  you  or  your  joint owner reach age 80, plus any
subsequent purchase payments, less any withdrawals (and any withdrawal charges
paid on the withdrawals);

     The entire death benefit must be paid within 5 years of the date of death
unless  the  beneficiary  elects  to  have  the death benefit payable under an
annuity  option.    The  death benefit payable under an annuity option must be
paid  over  the beneficiary's lifetime or for a period not extending beyond 
the beneficiary's  life expectancy.  Payment must begin within one year of the
date of death.  If the beneficiary is the spouse of the owner, he/she can  
continue the  contract  in  his/her  own name at the then current value.  If a
lump sum payment  is  elected  and  all the necessary requirements are met, 
the payment will be made within 7 days.

DEATH OF ANNUITANT

     If  the  annuitant,  not  an owner or joint owner, dies before annuity
payments  begin, you can name a new annuitant. If no annuitant is named within
30 days of the death of the annuitant, you will become the annuitant. However,
if  the  owner  is a non-natural person (for example, a corporation), then the
death  or change of annuitant will be treated as the death of the owner, and a
new annuitant may not be named.

     Upon the death of the annuitant after annuity payments begin, the death
benefit, if any, will be as provided for in the annuity option selected.


                            10.  OTHER INFORMATION


COVA

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

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

THE SEPARATE ACCOUNT

     Cova has established a separate account, Cova Variable Annuity Account
One  (Separate  Account),  to hold the assets that underlie the contracts. The
Board  of  Directors  of  Cova  adopted a resolution to establish the Separate
Account  under Missouri insurance law on February 24, 1987. We have registered
the  Separate  Account  with  the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940.

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

DISTRIBUTOR

     Cova  Life  Sales  Company (Life Sales), One Tower Lane, Suite 3000,
Oakbrook  Terrace,  Illinois  60181-4644,  acts  as  the  distributor  of  the
contracts. Life Sales is an affiliate of Cova.
   
     Commissions  will  be paid to broker-dealers who sell the contracts.
Broker-dealers  will  be  paid  commissions  up  to 5.5% of purchase payments
but may pay, under certain circumstances, an additional .5% commission.
Sometimes,  Cova  enters  into  an agreement with the broker-dealer to pay the
broker-dealer persistency bonuses, in addition to the standard commissions. To
the extent that the withdrawal charge is insufficient to cover the actual cost
of  distribution,  Cova  may  use  any  of its corporate assets, including any
profit from the mortality and expense risk premium, to make up any difference.
    
OWNERSHIP

     Owner.  You, as the owner of the contract, have all the rights
under  the contract.  Prior to the annuity date, the owner is as designated at
the  time  the  contract  is issued, unless changed.  On and after the annuity
date,  the  annuitant  is the owner.  The beneficiary becomes the owner when a
death benefit is payable.

     Joint Owner.  The contract can be owned by joint owners. 
Any  joint  owner  must  be  the  spouse  of  the  other  owner  (except  in
Pennsylvania).    Upon  the  death of either joint owner, the surviving spouse
will  be the designated beneficiary.  Any other beneficiary designation at the
time the contract was issued or as may have been later changed will be treated
as a contingent beneficiary unless otherwise indicated.

BENEFICIARY

     The  beneficiary  is the person(s) or entity you name to receive  any 
death benefit.  The beneficiary is named at the time the contract is issued
unless changed at a later date.  Unless an irrevocable beneficiary has been
named, you can change the beneficiary at any time before you die.

ASSIGNMENT

      You can assign the contract at any time during your lifetime.  Cova will
not  be  bound  by  the assignment until it receives the written notice of the
assignment.    Cova will not be liable for any payment or other action we take
in  accordance  with the contract before we receive notice of the assignment. 
AN ASSIGNMENT MAY BE A TAXABLE EVENT.

          If the contract is issued pursuant to a qualified plan, there may be
limitations on your ability to assign the contract.

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

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

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

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

     Cova has reserved the right to defer payment for a withdrawal or transfer
from  the  fixed account for the period permitted by law but not for more than
six months.

FINANCIAL STATEMENTS

     The consolidated financial statements of Cova and the Separate Account
have been included in the Statement of Additional Information.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
                                                                 Page
Company
Experts
Legal Opinions
Distribution
Performance Information
Tax Status
Annuity Provisions
Financial Statements


                                  APPENDIX A

                       CONDENSED FINANCIAL INFORMATION
                       ACCUMULATION UNIT VALUE HISTORY

The  following  schedule  includes  accumulation  unit  values for the periods
indicated.  This data has been extracted from the Separate Account's Financial
Statements.   The Separate Account's Financial Statements have been audited by
KPMG  Peat Marwick LLP, independent certified public accountants, whose report
is  included  in  the  Statement  of Additional Information.  This information
should be read in conjunction with the Separate Account's Financial Statements
and  related  notes  which  are  included  in  the  Statement  of  Additional
Information.

<TABLE>
<CAPTION>
<S>                                  <C>         <C>         <C>         <C>         <C>        <C>         <C>
          For the period from
                                     Year or     Year or     Year or     Year or     Year or    Year or     December 11, 1989
                                     Period      Period      Period      Period      Period     Period      (Start of
                                     Ended       Ended       Ended       Ended       Ended      Ended       Operations) through
                                     12/31/95    12/31/94    12/31/93    12/31/92    12/31/91   12/31/90    December 31, 1989
                                     ----------  ----------  ----------  ----------  ---------- ----------  --------------------
COVA SERIES TRUST
Quality Income Sub-Account
Beginning of Period                  $    13.17  $    13.97  $    12.75  $    12.02  $    10.62 $     9.97  $              10.00
End of Period                             15.33       13.17       13.97       12.75       12.02      10.62                  9.97
Number of Accum. Units Outstanding    2,690,633   2,576,412   3,659,656   1,891,499     563,960    564,940               253,695

High Yield Sub-Account
Beginning of Period                  $    16.98  $    18.02  $    14.99  $    12.75  $    10.06 $    10.02  $              10.00
End of Period                             19.52       16.98       18.02       14.99       12.75      10.06                 10.02
Number of Accum. Units Outstanding    1,870,232   1,157,642   1,045,815     361,296     298,202    280,854               250,000

Money Market Sub-Account
Beginning of Period                  $    10.90  $    10.61  $    10.46  $    10.21  $    10.00          *                     *
End of Period                             11.43       10.90       10.61       10.46       10.21
Number of Accum. Units Outstanding    2,987,132   6,963,421     617,575     385,448     527,571


Growth and Income Sub-Account
Beginning of Period (5/1/92 -
    Start of operations)             $    11.20  $    11.92  $    10.47  $    10.00           *           *                     *
End of Period                             14.61       11.20       11.92       10.47
Number of Accum. Units Outstanding    1,342,833     977,209     547,643     250,919

Stock Index Sub-Account
Beginning of Period                  $    11.68  $    11.87  $    11.05  $    10.55  $    10.00           *                     *
End of Period                             15.77       11.68       11.87       11.05       10.55
Number of Accum. Units Outstanding    5,436,980   3,151,443   7,691,151   3,164,251     639,923

LORD ABBETT SERIES FUND, INC.
Growth and Income Sub-Account
Beginning of Period                  $    16.64  $    16.42  $    14.50  $    12.73  $    10.15  $    10.06  $              10.00
End of Period                             21.31       16.64       16.42       14.50       12.73       10.15                 10.06
Number of Accum. Units Outstanding    8,947,108   6,875,139   4,994,582   2,560,999   1,426,577   1,041,342                14,482

Global Equity Sub-Account
Beginning of Period                  $    13.33  $    13.29  $    10.64  $    10.97  $     9.79  $    10.00                     *
End of Period                             14.52       13.33       13.29       10.64       10.97        9.79
Number of Accum. Units Outstanding      172,206     233,186     273,399     305,314     391,234     262,309
<FN>

   
*  The  Lord  Abbett  Global  Equity  Portfolio  started  regular investment
operations on April 9, 1990.    The  Van  Kampen  American Capital Money Market
Portfolio started regular investment  operations on July 1, 1991, the Van Kampen
American Capital Stock Index Portfolio started  regular  investment  operations
on  November 1, 1991, and the Van Kampen American Capital  Growth and Income 
Portfolio  started regular  investment operations on  May 1, 1992.  The following 
Portfolios managed by J.P. Morgan Investment Management  Inc. started regular 
investment operations on April 1, 1996: Select Equity,  Large Cap Stock, Small
Cap Stock,  International  Equity  and  Quality Bond. The Bond Debenture 
Portfolio  managed  by  Lord, Abbett  & Co.  also  started regular investment 
operations on  April 1, 1996.   The GAIMCO Money Market Fund was not made available
under the contract until May 1, 1996.    
</TABLE>





                                  APPENDIX B
                           PERFORMANCE INFORMATION

FUTURE  PERFORMANCE  WILL  VARY  AND  THE  RESULTS  SHOWN  ARE NOT NECESSARILY
REPRESENTATIVE OF FUTURE RESULTS.

PART  1    COVA  SERIES  TRUST  AND  LORD  ABBETT  SERIES FUND, INC., EXISTING
PORTFOLIOS

Van  Kampen  American Capital Investment Advisory Corp. is the sub-adviser for
the following portfolios of Cova Series Trust: Money Market, Stock Index, High
Yield,  Quality  Income  and  Growth  and  Income.   Lord, Abbett & Co. is the
investment  adviser  for  Lord  Abbett Series Fund, Inc.  It currently has two
operating portfolios: Growth and Income and Global Equity.  (The Global Equity
Portfolio  is  not available for new purchases.) All of these portfolios began
operations  before  May  1,  1996.    As  a result, performance information is
available for these portfolios as well as for the accumulation unit values.
   
The performance figures shown for the portfolios in Column A in the chart
below reflect the actual fees and expenses  paid  by the portfolio. Column B
presents  performance  figures  for  the accumulation units which
reflects  the  insurance  charges  as  well  as  the  fees and expenses of the
investment portfolio. Column C presents performance figures for the
accumulation  units  which  reflects  the insurance charges, the contract
maintenance  charge,  the  fees  and expenses of the investment portfolio, and
assumes  that you make a withdrawal at the end of the period and therefore the
withdrawal  charge  is  reflected.  For  the  Cova  Series  Trust  Portfolios,
inception  was  December  11,  1989  for  the  Quality  Income  and High Yield
Portfolios;  July 1, 1991 for the Money Market Portfolio; November 1, 1991 for
the  Stock  Index  Portfolio;  and  May  1,  1992  for  the  Growth and Income
Portfolio.  For  the  Lord  Abbett Series Fund, Inc. Portfolios, inception was
December  11,  1989  for the Growth and Income Portfolio and April 9, 1990 for
the Global Equity Portfolio.    

Average Annual Total Return
For the periods ended 12/31/95

<TABLE>
<CAPTION>
<S>                <C>         <C>           <C>         <C>      <C>            <C>         <C>          <C>       <C>

                                             Cova        Series   Trust
                                             ----------  -------  -------------                   
                     Column      A                                  Column B                   Column C             
                   Portfolio   Performance                        Accumulation   Unit          Performance
                   ----------  ------------                                                                                    
Portfolio             1 year       5 years   since       1 year        5 years   since            1 year   5 years   since
- -----------------  ----------  ------------  ----------  -------  -------------  ----------  ------------  --------  ----------
                                             inception                           inception                           inception
                                             ----------                          ----------                          ----------
Growth and Income      32.24%           --       12.26%   30.49%            --       10.97%       25.10%       --        9.54%
Money Market            6.01%           --        4.47%    4.85%            --        3.00%      ( .45%)       --        1.62%
Quality Income         17.99%         9.12%       8.93%   16.41%          7.62%       7.31%       11.00%     6.33%       6.29%
High Yield             16.69%        15.14%      13.35%   14.99%         14.17%      11.68%        9.47%    13.02%      10.73%
Stock Index           36.87%           --        14.59%   35.06%            --       11.57%       29.64%       --       10.25%
- -----------------  ----------  ------------  ----------  -------  -------------  ---------- ------------  --------  ----------
</TABLE>



<TABLE>
<CAPTION>
<S>                <C>         <C>           <C>         <C>      <C>            <C>          <C>          <C>       <C>

                                             Lord        Abbett   Series         Fund, Inc.
                                            ----------  -------  -------------  -----------                                   
                     Column      A                                  Column B                   Column C             
                   Portfolio   Performance                        Accumulation   Unit        Performance
Portfolio             1 year       5 years   since       1 year        5 years   since            1 year   5 years   since
- -----------------  ----------  ------------  ----------  -------  -------------  ----------- ------------  --------  ----------
                                             inception                           inception                           inception
                                             ----------                          -----------                         ----------
Growth and Income      29.82%        17.59%      14.86%   28.03%         15.99%       13.31%       22.46%    14.86%      12.38%
Global Equity          10.43%         9.70%       8.22%    9.17%          8.19%        6.72%        3.78%     6.96%       5.61%
- -----------------  ----------  ------------  ----------  -------  -------------  ----------- ------------  --------  ----------
</TABLE>



PART 2   GAIMCO MONEY MARKET FUND

Even  though the GAIMCO Money Market Fund was not available under the contract
until  May  1,  1996,  the  GAIMCO Money Market Fund has been in existence for
sometime  and  therefore  has  an investment performance history.  In order to
show  how  investment  performance  of  the  GAIMCO  Money Market Fund affects
accumulation  unit  values,  we  have  developed  hypothetical  performance
information.

The  chart  below  shows the actual investment performance of the GAIMCO Money
Market  Fund  and the hypothetical accumulation unit performance calculated by
assuming that accumulation units were invested in the GAIMCO Money Market Fund
for the same periods.
   
The  performance  figures in Column A below  for the GAIMCO Money Market Fund
reflect the actual  fees  and  expenses  paid  by  the  portfolio.  Column B
presents  hypothetical  performance  figures for the accumulation
units which reflects the insurance charges as well as the fees and expenses of
the  GAIMCO  Money  Market Fund. Column C presents hypothetical
performance  figures  for  the accumulation units which reflects the insurance
charges,  the contract maintenance charge, the fees and expenses of the GAIMCO
Money  Market  Fund,  and assumes that you make a withdrawal at the end of the
period and therefore the withdrawal charge is reflected.    

Average Annual Total Return
For the periods ended 12/31/95

<TABLE>
<CAPTION>
<S>            <C>      <C>       <C>           <C>      <C>            <C>            <C>     <C>           <C>
                                  GAIMCO        Money    Market         Fund
                                  ------------  -------  -------------  -------------             
               Column      A                                  Column B                           Column C             
                        Fund      Performance            Hypothetical   Accumulation   Unit    
Performance
Portfolio      1 year   5 years      10 years   1 year        5 years       10 years    1 year      5 years  10 years 
- -------------  -------  --------  ------------  -------  -------------  -------------  ------- ------------  ---------
 Money Market    6.17%     4.82%         6.46%    4.77%          3.42%          5.06%   (.33)%      (1.18)%      4.96%
- -------------  -------  --------  ------------  -------  -------------  -------------  ------- ------------  ---------
</TABLE>



PART 3 PUBLIC FUND

The  investment portfolio set out in the chart below is newly created and does
not  yet  have its own performance record. However, it has the same investment
objectives  and  follows  substantially  the  same  investment strategies as a
mutual  fund advised by the same sub-adviser.  This fund is sold to the public
and is referred to here as a Public Fund.
   
The  chart  below  shows  the historical performance of the Public Fund. The
performance  figures in Column A reflect the deduction of the historical fees
and expenses paid  by  the  Public Fund and not those paid by the investment 
portfolio.  Column B presents hypothetical performance figures for the
accumulation  units  which reflects the insurance charges and the deduction of
the  fees  and  expenses  anticipated  to  actually  be paid by the investment
portfolio.  Column C presents hypothetical performance figures
for  the accumulation units which reflects the insurance charges, the contract
maintenance  charge,  the  deduction  of  the fees and expenses anticipated to
actually  be  paid  by  the  investment  portfolio and assumes that you make a
withdrawal  at  the  end  of the period and therefore the withdrawal charge is
reflected.    

Average Annual Total Return
For the periods ended 12/31/95

<TABLE>
<CAPTION>
<S>                  <C>      <C>       <C>           <C>      <C>            <C>            <C>     <C>           <C>
                                                      Public   Fund
                                                      -------  -------------                      
                     Column      A                                Column B                             Column C             
                     Public   Fund      Performance            Hypothetical   Accumulation   Unit 
   Performance
Portfolio            1 year   5 years      10 years   1 year        5 years       10 years   1 year       5 years   10 years 
- -------------------  -------  --------  ------------  -------  -------------  -------------  -------  ------------  ---------

  Lord Abbett Bond
     Debenture Fund   17.50%    16.00%        10.10%   16.10%         14.60%          8.70%   11.00%        10.00%      8.60%
- -------------------  -------  --------  ------------  -------  -------------  -------------  -------  ------------  ---------
</TABLE>



PART 4 HYPOTHETICAL PERFORMANCE INFORMATION DERIVED FROM PRIVATE ACCOUNTS

The investment portfolios set out in the chart below are newly created and do
not yet have their own performance record.  However, they have investment
objectives, policies and strategies substantially similar to those employed by
J.P. Morgan Investment Management Inc. with respect to certain Private
Accounts.  Thus, the performance information derived from these Private
Accounts is deemed relevant to the investor.  The performance of the
investment portfolios may vary from the Private Account composite information
because each investment portfolio will be actively managed and its investments
will vary from time to time and will not be identical to the past portfolio
investments of the Private Accounts.  Moreover, the Private Accounts are not
registered under the 1940 Act and therefore are not subject to certain
investment restrictions that are imposed by the 1940 Act, which, if imposed,
could have adversely affected the Private Accounts' performances.
   
The chart below shows hypothetical performance information derived from
historical composite performance of the Private Accounts included in the
Active Equity Composite, Structured Stock Selection Composite, Small Cap
Directly Invested Composite and Public Bond Composite. The hypothetical
performance figures for the investment portfolios in Column A represent the 
actual performance results of the composites of comparable Private Accounts,
adjusted to reflect the deduction of the fees and expenses anticipated to be
paid by the investment portfolio. The actual Private Account composite 
performance figures are time-weighted rates of return which include all
income and accrued income and realized and unrealized gains or losses, but 
do not reflect the deduction of investment advisory fees actually charged
to the Private Accounts.  Column B presents the hypothetical performance 
figures for the accumulation units which reflects the actual performance
results of the composites of comparable Private Accounts, adjusted to 
reflect the deduction of the fees and expenses anticipated to be paid by
the investment portfolio and the insurance charges. Column C presents the
hypothetical performance figures for the accumulation units which reflects
the insurance charges, the contract maintenance charge, the actual performance
results of the composites of comparable Private Accounts, adjusted to reflect
the deduction of the fees and expenses anticipated to be paid by the
investment portfolio. The right column also assumes that you make a withdrawal
at the end of the period and therefore the withdrawal charge is reflected. 
Inception was June 1, 1987 for the Public Bond Composite and November 1, 1989
for the Structured Stock Selection Composite.    

Hypothetical Performance Information Derived from Private Account Composite
Performance Reduced by Anticipated Investment Portfolio Fees and Expenses
For the periods ended 12/31/95

                 Performance Derived from Private Accounts
<TABLE>
<CAPTION>
<S>                           <C>             <C>         <C>                <C>        <C>        <C>
                              Hypothetical    Investment                     Portfolio             Performance
                                              Column  A                                 Column B                  
Hypothetical       
Portfolio                        1 year        5 years    10 Years            1 year    5 years    10 Years or
                                                          or Since Inception                       Since Inception
- ----------------------------  -------------  -----------  ---------------     -------   ---------  ----------------

Active Equity Composite          32.56%        17.71%       15.51%             31.16%     16.31%       14.11%
(Select Equity Portfolio)
Structured Stock Selection
Composite                        37.47%        17.40%       14.05%             36.07%     16.00%       12.65%
(Large Cap Stock Portfolio)
Small Cap Directly Invested
Composite                        35.29%         20.75       12.00%             33.89%     19.35%       10.60%
(Small Cap Stock Portfolio)
Public Bond Composite            17.71%         9.46%        9.52%             16.31%      8.06%        8.12%
(Quality Bond Portfolio)
- ----------------------------                                                                      
</TABLE>               

<TABLE>
<CAPTION>
<S>                           <C>         <C>           <C>

                               Unit       Performance
                                          Column C
Portfolio                      1 Year     5 years       10 Years 
                                                        Or Since Inception 
- ----------------------------   -------    ------------  -------------------

Active Equity Composite         26.06%      11.71%       14.01%
(Select Equity Portfolio)
Structured Stock Selection
Composite                       30.97%      11.40%       12.55%
(Large Cap Stock Portfolio)
Small Cap Directly Invested
Composite                       28.79%      14.75%       10.50%      
(Small Cap Stock Portfolio)
Public Bond Composite           11.21%      3.46%         8.02%
(Quality Bond Portfolio)
- ----------------------------                                                           
</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>                 <C>    <C>     <C>       <C>              <C>      <C>      <C>
                                                                  RECAP
                                                                  Perfor-                                       Accumu-
                                                   Chart          mance                                         lation
                                                                  Column A                            Column B
                                                                            10 Yrs or                          10  Yrs or
Portfolio                      Type                    #   1 Yr     5 Yrs   Since Inception   1 Yr    5 Yrs    Since Inception
                                                  ------- ------  -------    ----------------  ------ -----    ----------------
   ----------                         
MANAGED BY J. P. MORGAN
INVESTMENT MANAGEMENT INC.
Select Equity                  Private Account         4  32.56%    17.71%   15.51%            31.16%  16.31%     14.11%
                               Composite
Large Cap Stock                Private Account         4  37.47%    17.40%   14.05%            36.07%  16.00%     12.65%
                               Composite
Small Cap Stock                Private Account         4  35.29%    20.75%   12.00%            33.89%  19.35%     10.60%
                               Composite
Quality Bond                   Private Account         4  17.71%     9.46%    9.52%            16.31%   8.06%      8.12%
                               Composite

MANAGED BY LORD, ABBETT & CO.
Growth and Income              Existing Portfolio      1  29.82%    17.59%   14.86%            28.03%  15.99%     13.31% 
Global Equity                  Existing Portfolio      1  10.43%     9.70%    8.22%             9.17%   8.19%      6.72% 
Bond Debenture                 Public Fund             3  17.50%    16.00%   10.10%            16.10%  14.60%      8.70%

MANAGED BY GENERAL AMERICAN
INVESTMENT MANAGEMENT COMPANY
Money Market                                           2   6.17%     4.82%    6.46%             4.77%   3.42%     5.06%

MANAGED BY VAN KAMPEN
AMERICAN CAPITAL INVESTMENT
ADVISORY CORP.
Growth and Income              Existing Portfolio      1  32.24%       --    12.26%           30.49%      --     10.97%  
Money Market                   Existing Portfolio      1   6.01%       --     4.47%            4.85%      --      3.00%
Quality Income                 Existing Portfolio      1  17.99%     9.12%    8.93%           16.41%    7.62%     7.31%
High Yield                     Existing Portfolio      1  16.69%    15.14%   13.35%           14.99%   14.17%    11.68%
Stock Index                    Existing Portfolio      1  36.87%       --    14.59%           35.06%      --     11.57%
- -----------------------------  ------------------  -----  ------  --------  -------           -------- -------   --------



<S>                           <C>     <C>      <C>     



                                      Perfor-
                              Unit    mance             

                                      Column C
Portfolio                     1 Yr    5 Yrs    10 Yrs  
                                               or Since Inception
                              ------  -------  --------------------
MANAGED BY J. P. MORGAN
INVESTMENT MANAGEMENT INC.
Select Equity                 26.06%    11.71%      14.01%

Large Cap Stock               30.97%    11.40%      12.55%

Small Cap Stock               28.79%    14.75%      10.50%

Quality Bond                  11.21%     3.46%       8.02%


MANAGED BY LORD, ABBETT & CO.
Growth and Income             22.46%    14.86%      12.38%
Global Equity                  3.78%     6.96%       5.61%
Bond Debenture                11.00%    10.00%       8.60%

MANAGED BY GENERAL AMERICAN
INVESTMENT MANAGEMENT COMPANY
Money Market                  (.33)%   (1.18)%       4.96%

MANAGED BY VAN KAMPEN
AMERICAN CAPITAL INVESTMENT
ADVISORY CORP.
Growth and Income             25.10%       --       9.54%
Money Market                  (.45)%       --       1.62%
Quality Income                11.00%     6.33%      6.29%
High Yield                     9.47%    13.02%     10.73%
Stock Index                   29.64%       --      10.25%
- ----------------------------- --------- ------    --------  
</TABLE>



                                    PART B


                     STATEMENT OF ADDITIONAL INFORMATION

           INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                  issued by

                      COVA VARIABLE ANNUITY ACCOUNT ONE
                (FORMERLY, XEROX VARIABLE ANNUITY ACCOUNT ONE)

                                     AND

                COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
         (FORMERLY, XEROX FINANCIAL SERVICES LIFE INSURANCE COMPANY)



THIS  IS NOT A PROSPECTUS.  THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1996,  FOR THE INDIVIDUAL
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.

THE  PROSPECTUS  CONCISELY  SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT  TO  KNOW  BEFORE INVESTING.  FOR A COPY OF THE PROSPECTUS CALL OR WRITE
THE  COMPANY  AT:    One  Tower  Lane,  Suite 3000, Oakbrook Terrace, Illinois
60181-4644, (800) 831-5433.

     THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1996.


                              TABLE OF CONTENTS



Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION
Reduction or Elimination of the Withdrawal Charge

PERFORMANCE INFORMATION
Total Return
Historical Unit Values
Reporting Agencies
Hypothetical Information - Money Market Fund
Hypothetical Information - Public Fund Performance
Hypothetical Information - Private Accounts

TAX STATUS
General
Diversification
Multiple Contracts
Contracts Owned by Other than Natural Persons
Tax Treatment of Assignments
Income Tax Withholding
Tax Treatment of Withdrawals - Non-Qualified Contracts
Qualified Plans
Tax Treatment of Withdrawals - Qualified Contracts
Tax-Sheltered Annuities - Withdrawal Limitations

ANNUITY PROVISIONS
Variable Annuity
Fixed Annuity
Annuity Unit
Net Investment Factor
Mortality and Expense Guarantee

FINANCIAL STATEMENTS




                                   COMPANY

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

General  American  is  a  St.  Louis-based  mutual company with more than $250
billion   of life insurance in force and approximately $15 billion in assets. 
It provides life and health insurance, retirement plans, and related financial
services to individuals and groups.

In  conjunction  with  the  Acquisition,  the Company entered into a financing
reinsurance  transaction that caused OakRe Life Insurance Company ("OakRe"), a
Missouri  licensed  insurer  and  a wholly-owned XFS subsidiary, to assume the
benefits  and  risks  of  existing  single  premium  deferred annuity deposits
(SPDAs) which aggregated to $3,059 million at December 31, 1994.  In exchange,
the  Company  transferred  specifically identified assets to OakRe which had a
carrying  value  of $3,150.4 million at December 31, 1994.  Ownership of OakRe
was  retained by XFS subsequent to the Acquisition.  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 all
expired  in  five  years)  by  the  transfer of cash in the amount of the then
current  account  value,  less  a  recapture fee to OakRe on policies retained
beyond  their  30-day  no-fee  surrender  window by the Company, upon the next
crediting    reset  date  of each annuity policy.  The Company may then retain
and assume the benefits and risks of those deposits thereafter.

All  of  the  Company's  deposit  obligations  are fully guaranteed by General
American  and  the  receivable  from  OakRe  equal  to the SPDA obligations is
guaranteed  by  OakRe's  parent,  XFS.    In the event that both OakRe and XFS
default  on  the  receivable,  the  Company may draw funds from a standby bank
irrevocable letter of credit established by XFS in the amount of $500 million.

In  substance,  the  structure  of the Acquisition allowed the seller, XFS, to
retain  substantially  all of the existing financial benefits and risks of the
existing  business,  while  General  American obtained the corporate 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.

On  April  1,  1996,  the  Company  contributed  initial capital to the Select
Equity,  Large Cap Stock, Small Cap Stock, International Equity, Quality Bond,
and  Bond  Debenture  Sub-Accounts of the Separate Account. As of May 1, 1996,
the  capital  contributed to these Sub-Accounts represented approximately 100%
of the total assets of each such Sub-Account. The Company currently intends to
remove  these assets from the Sub-Accounts on a prorata basis in proportion to
money invested in the Sub-Accounts by Contract Owners.

                                   EXPERTS

The  consolidated  financial statements of the Company as of December 31, 1995
and 1994 and for each of the years in the three-year period ended December 31,
1995,  and the financial statements of the Separate Account as of December 31,
1995 and 1994, included herein, have been included herein in reliance upon the
reports  of  KPMG  Peat Marwick LLP, independent certified public accountants,
appearing  elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

                                LEGAL OPINIONS

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

                                 DISTRIBUTION

Cova Life Sales Company ("Life Sales") acts as the distributor.  Prior to June
1,  1995,  Cova Life Sales Company was known as Xerox Life Sales Company. Life
Sales is an affiliate of the Company.  The offering is on a continuous basis.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

The  amount  of  the  Withdrawal  Charge  on  the  Contracts may be reduced or
eliminated  when  sales of the Contracts are made to individuals or to a group
of  individuals  in  a  manner that results in savings of sales expenses.  The
entitlement  to  reduction  of the Withdrawal Charge will be determined by the
Company after examination of all the relevant factors such as:

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

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

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

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

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

The  Withdrawal  Charge  may be eliminated when the Contracts are issued to an
officer,  director or employee of the Company or any of its affiliates.  In no
event  will  reductions  or  elimination of the Withdrawal Charge be permitted
where reductions or elimination will be unfairly discriminatory to any person.

                           PERFORMANCE INFORMATION

Total Return

From time to time, the Company may advertise performance data.  Such data will
show  the  percentage change in the value of an Accumulation Unit based on the
performance  of  an  Investment  Portfolio  over  a  period of time, usually a
calendar  year,  determined  by  dividing the increase (decrease) in value for
that unit by the Accumulation Unit value at the beginning of the period.

Any  such advertisement will include total return figures for the time periods
indicated  in  the  advertisement.  Such total return figures will reflect the
deduction of a 1.25% Mortality and Expense Risk Premium, a .15% Administrative
Expense  Charge,  the  investment  advisory  fee for the underlying Investment
Portfolio being advertised and any applicable Contract Maintenance Charges and
Withdrawal Charges.

The  hypothetical value of a Contract purchased for the time periods described
in  the advertisement will be determined by using the actual Accumulation Unit
values  for  an  initial $1,000 purchase payment, and deducting any applicable
Contract Maintenance Charges and any applicable Withdrawal Charge to arrive at
the  ending  hypothetical  value.    The  average  annual total return is then
determined by computing the fixed interest rate that a $1,000 purchase payment
would  have to earn annually, compounded annually, to grow to the hypothetical
value  at  the  end  of the time periods described.  The formula used in these
calculations is:

                                         n
                               P (1  + T)  =  ERV
<TABLE>
<CAPTION>
<S>  <C>  <C>
P    =  a hypothetical initial payment of $1,000
T    =  average annual total return
n    =  number of years
ERV  =  ending redeemable value at the end of the time periods
        used (or fractional portion thereof) of a hypothetical
        $1,000 payment made at the beginning of the time
        periods used.
</TABLE>


The  Company  may  also advertise performance data which will be calculated in
the same manner as described above but which will not reflect the deduction of
any  Withdrawal  Charge. The  deduction  of any Withdrawal Charge would reduce
any percentage increase or make greater any percentage decrease.

Owners  should  note  that the investment results of each Investment Portfolio
will  fluctuate  over time, and any presentation of the Investment Portfolio's
total  return  for  any period should not be considered as a representation of
what  an  investment  may  earn  or what an Owner's total return may be in any
future period.

Historical Unit Values

The  Company  may  also  show  historical  Accumulation Unit values in certain
advertisements  containing illustrations. These illustrations will be based on
actual Accumulation Unit values.

In  addition,  the  Company may distribute sales literature which compares the
percentage  change  in  Accumulation  Unit  values  for  any of the Investment
Portfolios  against  established  market indices such as the Standard & Poor's
500  Composite    Stock Price Index, the Dow Jones Industrial Average or other
management  investment  companies  which have investment objectives similar to
the  Investment  Portfolio    being    compared.    The  Standard & Poor's 500
Composite Stock Price Index is an unmanaged, unweighted average of 500 stocks,
the  majority   of  which  are  listed on the New York Stock Exchange. The Dow
Jones Industrial Average is an unmanaged, weighted average of thirty blue chip
industrial  corporations  listed  on  the  New  York  Stock Exchange. Both the
Standard    &    Poor's    500   Composite Stock Price Index and the Dow Jones
Industrial Average assume quarterly reinvestment of dividends.

Reporting Agencies

The Company  may  also distribute sales literature which compares the 
performance  of    the    Accumulation Unit values of the Contracts with the 
unit values of variable  annuities issued by other insurance companies. Such 
information will be  derived  from  the Lipper Variable Insurance Products 
Performance Analysis Service, the VARDS Report or from Morningstar.

The  Lipper  Variable  Insurance  Products  Performance  Analysis  Service  is
published by Lipper Analytical Services, Inc., a publisher of statistical data
which    currently    tracks  the  performance  of  almost  4,000  investment
companies.The rankings compiled by Lipper may or may not reflect the deduction
of  asset-based    insurance charges. The Company's sales literature utilizing
these rankings  will  indicate whether or not such charges have been deducted.
Where  the  charges have not been deducted, the sales literature will indicate
that if the charges had been deducted, the ranking might have been lower.

The  VARDS  Report is a monthly variable annuity industry analysis compiled by
Variable Annuity Research & Data Service of Roswell, Georgia and published  by
Financial  Planning  Resources, Inc. The VARDS rankings may or may not reflect
the  deduction  of asset-based insurance charges.  In addition, VARDS prepares
risk  adjusted  rankings,  which  consider the effects of market risk on total
return performance.  This type of ranking may address the question as to which
funds  provide  the highest total return with the least amount of risk.  Other
ranking  services  may  be  used as sources of performance comparison, such as
CDA/Weisenberger.

Morningstar rates a variable annuity against its peers with similar investment
objectives. Morningstar does not rate any variable annuity that has less than
three years of performance data.

Hypothetical Information - Money Market Fund

Although  the Accumulation Units which invest in the Money Market Fund managed
by  General  American  Investment  Management  Company  have  no  investment
performance  history  as  yet, the Money Market Fund has been in existence for
some time and consequently has an investment performance history.  In order to
demonstrate  how actual investment experience of the Money Market Fund affects
Accumulation Unit values,  hypothetical performance information was developed.
The  information is based upon the historical experience of the Money Market
Fund  and  is  for  the  periods  shown.  The  prospectus  contains a chart of
hypothetical information.

Future  performance  of  the  Money Market Fund will vary and the hypothetical
results  shown  are  not  necessarily  representative  of  future  results.  
Performance  for  periods ending after those shown may vary substantially from
the  examples  shown. The hypothetical performance of the Money Market Fund is
calculated  for  a  specified  period  of time by assuming an initial Purchase
Payment  of  $1,000  allocated  to  the  Portfolio.  There  is  hypothetical
performance  figures  for  the  accumulation units which reflect the insurance
charges  as  well  as  the  portfolio  expenses.  There  is  also hypothetical
performance  figures  for  the  accumulation units which reflect the insurance
charges,  the contract maintenance charge, the portfolio expenses, and assumes
that  you  make  a  withdrawal  at  the  end  of  the period and therefore the
withdrawal  charge  is  reflected.  The  percentage  increases (decreases) are
determined  by  subtracting the initial Purchase Payment from the ending value
and  dividing  the  remainder  by  the  beginning  value.    The  hypothetical
performance may also show figures when no withdrawal is assumed.

Hypothetical Information - Public Fund Performance

Lord,  Abbett  &  Co.  is  the  sub-adviser  for the Bond Debenture investment
portfolio.  This  portfolio  is  newly-organized and does not yet have its own
performance record.  However, it has the same investment objective and follows
substantially  the  same investment strategies as a mutual fund advised by the
same sub-adviser whose shares are sold to the public (Public Fund).

Set forth in the prospectus is the historical performance of this Public Fund.
Investors  should not consider this performance data as an indication of the
future  performance  of  this  portfolio.  The performance figures reflect the
deduction  of the historical fees and expenses paid by the Public Fund and not
those  to  be paid by the investment portfolio. The figures do not reflect the
deduction  of  the  insurance  charges  and  the contract maintenance charge. 
Investors  should  refer  to  the prospectus for the Contracts for information
pertaining  to  those  charges.  The results shown reflect the reinvestment of
dividends  and  distributions, and were calculated in the same manner that was
used by the Public Fund to calculate their own performance.

The  performance  of the Public Fund is commonly measured as total return.  An
average  annual  compounded  rate of return ("T") may be computed by using the
redeemable  value  at  the end of a specified period ("ERV") of a hypothetical
initial  investment  of  $1,000 ("P") over a period of time ("n") according to
the formula:
                                    n
                           P (1 + T) =  ERV

The  table  contained  in  the  prospectus  shows the average annualized total
returns  for  the fiscal year ended December 31, 1995, of a 1-year, 5-year and
10-year investment in the Public Fund.

In order  to  demonstrate  how  the  performance  of the Public Fund would 
affect Accumulation  Unit  values,  the  prospectus contains hypothetical
performance information.   In determining the hypothetical performance of the
Accumulation Units, the actual performance of the Public Fund was used.

The performance of the Accumulation Units will vary and the hypothetical 
results shown are not necessarily representative of future results.
Performance for periods  ending  after  those  shown  may vary substantially
from the examples shown.    The  performance  of  the   Accumulation Units is
calculated for the specified  period  of  time by assuming an initial Purchase
Payment of $1,000 allocated  to  the  investment  portfolio  and  a deduction 
of all charges and deductions.    The hypothetical performance figures for the
Accumulation Units assume  the deduction of the fees and expenses anticipated
to actually be paid by the investment portfolio. There is hypothetical 
performance figures for the accumulation  units  which  reflects the insurance
charges as well as the fees and  expenses of the Money Market Fund. There is
also hypothetical performance figures  for  the accumulation units which 
reflects the insurance charges, the contract  maintenance  charge, the 
withdrawal charge and the fees and expenses of  the Money Market Fund.   The
percentage increases (decreases) are determined by subtracting the initial 
Purchase Payment from the ending value and dividing the remainder by the 
beginning value.

Hypothetical Information - Private Accounts

J.P.  Morgan  Investment  Management  Inc.  is  the sub-adviser for the Select
Equity,  Large  Cap  Stock,  Small  Cap  Stock,  and  Quality  Bond investment
portfolios. These portfolios are newly formed and have no performance history.
They  have  investment  objectives,  policies  and  strategies substantially
similar  to  those employed by the sub-adviser with respect to certain private
accounts  (Private  Accounts)  represented in the Active Equity Composite, the
Structured  Stock  Selection  Composite,  the  Small  Cap  Directly  Invested
Composite and the Public Bond Composite, respectively.  The overall operations
of  the portfolios are comparable to those of the Private Accounts so that the
performance of these Private Accounts is deemed relevant to the investor.

Set  forth  in  the  prospectus  is  the  hypothetical performance information
derived  from  the  historical composite performance of these Private Accounts
included  in  the  Active  Equity  Composite,  the  Structured Stock Selection
Composite,  the  Small  Cap  Directly  Invested  Composite and the Public Bond
Composite.  Investors  should  not  consider  this  performance  data  as  an
indication  of the future performance of the comparable investment portfolios.
The  composite  performance  figures of the Private Accounts are time-weighted
rates  of  return which include all income and accrued income and realized and
unrealized  gains  or  losses,  and  reflect  the  monthly  deduction  of  the
investment  advisory fees and expenses which are anticipated to be paid by the
respective  investment portfolios. The figures do not reflect the deduction of
the  insurance  charges  and the contract maintenance charge. Investors should
refer  to the prospectus for the Contracts for information pertaining to those
charges.

The  table  contained  in  the  prospectus  shows the average annualized total
returns  for  the fiscal year ended December 31, 1995, of a 1-year, 5-year and
10  year  (where  available) or since inception investment in the composite of
comparable  Private  Accounts  adjusted  to  reflect  the  deduction  of  the
investment  advisory fees and expenses which are anticipated to be paid by the
respective investment portfolios.

In  order to demonstrate how the actual investment experience of these Private
Accounts  would  affect  Accumulation  Unit values, the hypothetical composite
performance  information  was  developed.   The composite information is based
upon  the  performance  of  the composites of comparable Private Accounts with
substantially  similar  investment  objectives, policies and strategies as the
respective  portfolios  reduced  by  the investment advisory fees and expenses
which are anticipated to be paid by the respective investment portfolios.  The
hypothetical  performance  of  these  Accumulation  Units  is calculated for a
specified  period  of  time  by assuming an initial Purchase Payment of $1,000
allocated  to  the  investment  portfolios.  There is hypothetical performance
figures  for  the  accumulation  units  which  reflects the actual performance
results  of the composites of comparable Private Accounts, adjusted to reflect
the  deduction  of  the  fees  and  expenses  anticipated  to  be  paid by the
investment  portfolio  and  the  insurance charges. There is also hypothetical
performance  figures  for  the accumulation units which reflects the insurance
charges, the contract maintenance charge, the withdrawal charge and the actual
performance results of the composites of comparable Private Accounts, adjusted
to  reflect  the  deduction of the fees and expenses anticipated to be paid by
the  investment portfolio. The percentage increases (decreases) are determined
by subtracting the initial Purchase Payment from the ending value and dividing
the remainder by the beginning value.

The  performance  of  the  comparable investment portfolios may be at variance
from  the  composite performance of the Private Accounts because such accounts
are  not  mutual  funds  and  are  not subject to the various requirements and
limitations  applicable  to  mutual  funds under the Investment Company Act of
1940 and the Internal Revenue Code.

There  is  no  performance information for the International Equity Portfolio,
which  is  also  managed  by  J.P.  Morgan  Investment Management Inc., in the
Prospectus.

The future performance of the investment portfolios will vary and the 
hypothetical results shown are not necessarily representative of future 
results.

                                  TAX STATUS

GENERAL

NOTE:  THE  FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S UNDERSTANDING OF
CURRENT FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL. THE COMPANY
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. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF
THE CONTRACTS. PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE
TREATED  AS  "ANNUITY  CONTRACTS"  UNDER FEDERAL INCOME TAX LAWS. 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. MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE
STATE OR OTHER TAX LAWS.

Section  72  of the Code governs taxation of annuities in general. An Owner is
not  taxed  on increases in the value of a Contract until distribution occurs,
either  in  the  form  of  a lump sum payment or as annuity payments under the
Annuity Option selected. For a lump sum payment received as a total withdrawal
(total  surrender),  the recipient is taxed on the portion of the payment that
exceeds the cost basis of the Contract. For Non-Qualified Contracts, this cost
basis  is generally the purchase payments, while for Qualified Contracts there
may  be no cost basis. The taxable portion of the lump sum payment is taxed at
ordinary income tax rates.

For  annuity  payments,  a  portion  of each payment in excess of an exclusion
amount  is  includible  in  taxable  income. The exclusion amount for payments
based  on  a  fixed annuity option is determined by multiplying the payment by
the  ratio  that  the  cost  basis of the Contract (adjusted for any period or
refund feature) bears to the expected return under the Contract. The exclusion
amount  for  payments  based  on  a  variable  annuity option is determined by
dividing  the  cost  basis of the Contract (adjusted for any period certain or
refund guarantee) by the number of years over which the annuity is expected to
be  paid.  Payments  received  after  the  investment in the Contract has been
recovered    (i.e.    when  the  total  of  the  excludable  amount equals the
investment  in  the  Contract) are fully taxable. The taxable portion is taxed
at  ordinary  income   tax  rates.  For certain types of Qualified Plans there
may  be  no  cost basis  in  the  Contract within the meaning of Section 72 of
the Code. Owners, Annuitants and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any distributions.

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

DIVERSIFICATION

Section  817(h)  of  the Code imposes certain diversification standards on the
underlying  assets  of  variable  annuity  contracts. The Code provides that a
variable  annuity  contract will not be treated as an annuity contract 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   Contract as an annuity contract would result in the imposition of 
federal    income  tax  to the Owner with respect to earnings allocable to the
Contract  prior  to  the  receipt  of  payments  under  the Contract. The Code
contains a safe harbor provision which provides that annuity contracts such as
the  Contract  meet the diversification requirements if, as of the end of each
quarter,  the  underlying  assets  meet  the  diversification  standards for a
regulated  investment company and no more than fifty-five percent (55%) of the
total  assets  consist  of  cash,  cash  items, U.S. Government securities and
securities of other regulated investment companies.

On  March  2,  1989,  the  Treasury  Department  issued  Regulations  (Treas.
Reg.1.817-5),    which    established    diversification  requirements for the
investment  portfolios underlying variable contracts such as the Contract. The
Regulations  amplify  the  diversification requirements for variable contracts
set  forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately  diversified  if:  (1)  no  more than 55% of the value of the total
assets of the portfolio is represented by any one investment; (2) no more than
70%  of  the  value of the total assets of the portfolio is represented by any
two  investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the  value  of  the  total  assets of the portfolio is represented by any four
investments.

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."

The   Company  intends that all Investment Portfolios underlying the Contracts
will  be  managed  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 Contract. 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 Contract is
different  in some respects from the situations addressed in published rulings
issued  by  the  Internal Revenue Service in which it was held that the policy
owner  was  not the owner of the assets of the separate account. It is unknown
whether  these  differences,  such  as  the  Owner's ability to transfer among
investment  choices  or  the  number and type of investment choices available,
would  cause  the  Owner  to  be  considered as the owner of the assets of the
Separate  Account  resulting  in  the  imposition of federal income tax to the
Owner  with  respect to earnings allocable to the Contract prior to receipt of
payments under the Contract.

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

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

MULTIPLE CONTRACTS

The  Code  provides  that  multiple  non-qualified annuity contracts which are
issued within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences  including  more  rapid  taxation of the distributed amounts from
such  combination  of  contracts. Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under  Section 72(u) of the Code, the investment earnings on premiums for the 
Contracts  will  be taxed currently to the Owner if the Owner is a non-natural
person,  e.g.,  a  corporation    or  certain other entities.  Such Contracts 
generally  will  not be treated as annuities for federal income tax purposes. 
However,  this treatment is not applied to a Contract held by a trust or other
entity  as  an  agent  for a natural person nor to Contracts held by Qualified
Plans.    Purchasers should consult their own tax counsel or other tax adviser
before purchasing a Contract to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

An  assignment  or  pledge of a Contract may be a taxable event. Owners should
therefore  consult competent tax advisers should they wish to assign or pledge
their Contracts.

INCOME TAX WITHHOLDING

All  distributions  or  the  portion  thereof which is includible in the gross
income  of the Owner are subject to federal income tax withholding. Generally,
amounts  are  withheld from periodic payments at the same rate as wages and at
the rate of 10% from non-periodic payments. However, the Owner, in most cases,
may  elect  not  to  have  taxes  withheld  or  to  have withholding done at a
different rate.

Effective  January  1,  1993,  certain  distributions  from  retirement  plans
qualified  under  Section  401  or  Section  403(b) of the Code, which are not
directly  rolled  over  to  another  eligible  retirement  plan  or individual
retirement  account  or  individual  retirement  annuity,  are  subject  to  a
mandatory  20%  withholding  for  federal  income  tax.  The  20%  withholding
requirement  generally  does  not apply to: a) a series of substantially equal
payments  made  at  least  annually  for the life or life expectancy  of  the 
participant    or joint and last survivor expectancy of the participant  and a
designated  beneficiary  or for a specified period  of  10  years  or more; or
b)  distributions  which are required minimum distributions; or c) the portion
of the distributions not includible in gross income (i.e. returns of after-tax
contributions).    Participants  should consult their own tax counsel or other
tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions from annuity
contracts.  It  provides  that  if  the  Contract  Value exceeds the aggregate
purchase  payments  made, any amount withdrawn will be treated as coming first
from  the  earnings  and  then, only after the income portion is exhausted, as
coming  from the principal. Withdrawn earnings are includible in gross income.
It  further provides that a ten percent (10%) penalty will apply to the income
portion  of any premature distribution. However, the penalty is not imposed on
amounts  received:  (a)  after  the  taxpayer reaches age 59 1/2; (b) after
the death  of the Owner; (c) if the taxpayer is totally disabled (for this 
purpose disability  is as defined in Section 72(m)(7) of the Code); (d) in a 
series of substantially  equal  periodic payments made not less frequently 
than annually for  the  life (or life expectancy) of the taxpayer or for the 
joint lives (or joint life expectancies) of the taxpayer and his or her 
Beneficiary; (e) under an  immediate  annuity;  or  (f) which are allocable to 
purchase payments made prior to August 14, 1982.

The above information does not apply to Qualified Contracts. However, separate
tax  withdrawal  penalties  and  restrictions  may  apply  to  such  Qualified
Contracts.  (See  "Tax Treatment of Withdrawals - Qualified Contracts" below.)

QUALIFIED PLANS

The  Contracts  offered by this Prospectus are designed to be suitable for use
under  various  types  of  Qualified  Plans.  Taxation of participants in each
Qualified  Plan  varies with the type of plan and terms and conditions of each
specific  plan.  Owners,  Annuitants  and  Beneficiaries  are  cautioned  that
benefits  under a Qualified Plan may be subject to the terms and conditions of
the  plan  regardless  of  the  terms  and  conditions of the Contracts issued
pursuant  to  the  plan. Some retirement plans are subject to distribution and
other requirements that are not incorporated into the Company's administrative
procedures.    Owners,  participants  and  beneficiaries  are  responsible for
determining  that  contributions,  distributions  and  other transactions with
respect  to  the  Contracts comply with applicable law.  Following are general
descriptions  of  the types of Qualified Plans with which the Contracts may be
used.  Such  descriptions are not exhaustive and are for general informational
purposes  only.  The  tax rules regarding Qualified Plans are very complex and
will  have  differing  applications  depending  on  individual  facts  and
circumstances.  Each  purchaser  should  obtain  competent tax advice prior to
purchasing a Contract issued under a Qualified Plan.

Contracts  issued  pursuant  to  Qualified  Plans  include  special provisions
restricting  Contract  provisions that may otherwise be available as described
in  this  Prospectus.  Generally, Contracts issued pursuant to Qualified Plans
are  not  transferable except upon surrender or annuitization. Various penalty
and excise taxes may apply to contributions or distributions made in violation
of  applicable  limitations.  Furthermore,  certain  withdrawal  penalties and
restrictions  may  apply  to  surrenders  from  Qualified Contracts. (See "Tax
Treatment of Withdrawals - Qualified Contracts" below.)

On July  6, 1983, the Supreme Court decided in Arizona Governing Committee v.
Norris that  optional  annuity benefits provided under an employer's deferred
compensation  plan could not, under Title VII of the Civil Rights Act of 1964,
vary  between  men  and women. The Contracts sold by the Company in connection
with Qualified Plans will utilize annuity tables which do not differentiate on
the  basis  of  sex.  Such  annuity  tables  will also be available for use in
connection with certain non-qualified deferred compensation plans.

a.     H.R. 10 Plans

Section  401  of  the  Code  permits  self-employed  individuals  to establish
Qualified  Plans  for  themselves and their employees, commonly referred to as
"H.R.  10" or "Keogh" plans. Contributions made to the Plan for the benefit of
the  employees will not be included in the gross income of the employees until
distributed  from  the  Plan.  The  tax  consequences to participants may vary
depending  upon  the  particular  plan  design.  However,  the  Code  places  
limitations  and  restrictions on all Plans including on such items as: amount
of  allowable  contributions;  form,  manner  and  timing  of   distributions;
transferability  of  benefits;  vesting  and  nonforfeitability  of interests;
nondiscrimination  in  eligibility and participation; and the tax treatment of
distributions,  withdrawals and surrenders. (See "Tax Treatment of Withdrawals
- - Qualified Contracts" below.) Purchasers of Contracts for use with an H.R. 10
Plan  should  obtain  competent  tax  advice  as  to  the  tax  treatment  and
suitability of such an investment.

b.     Tax-Sheltered Annuities

Section  403(b)  of the Code permits the purchase of "tax-sheltered annuities"
by  public  schools  and  certain  charitable,  educational  and  scientific
organizations  described  in  Section  501(c)(3) of the Code. These qualifying
employers  may  make  contributions  to the Contracts for the benefit of their
employees.  Such  contributions  are not includible in the gross income of the
employees  until  the  employees receive distributions from the Contracts. The
amount  of  contributions  to  the tax-sheltered annuity is limited to certain
maximums  imposed  by  the  Code.  Furthermore, the Code sets forth additional
restrictions  governing  such  items  as  transferability,  distributions,
nondiscrimination  and  withdrawals.  (See  "Tax  Treatment  of  Withdrawals -
Qualified  Contracts"  and  "Tax-Sheltered Annuities - Withdrawal Limitations"
below.)    Employee  loans are not allowable under the Contracts. Any employee
should  obtain competent tax advice as to the tax treatment and suitability of
such an investment.

c.     Individual Retirement Annuities

Section  408(b)  of  the Code permits eligible individuals to contribute to an
individual  retirement  program  known  as  an "Individual Retirement Annuity"
("IRA").  Under  applicable limitations, certain amounts may be contributed to
an IRA which will be deductible from the individual's gross income. These IRAs
are  subject to limitations on eligibility, contributions, transferability and
distributions.  (See  "Tax  Treatment  of  Withdrawals  - Qualified Contracts"
below.)  Under  certain  conditions,  distributions  from other IRAs and other
Qualified Plans may be rolled over or transferred on a tax-deferred basis into
an  IRA.  Sales  of  Contracts  for  use  with  IRAs  are  subject  to special
requirements  imposed  by  the  Code,  including  the requirement that certain
informational  disclosure  be  given  to persons desiring to establish an IRA.
Purchasers  of  Contracts  to  be qualified as Individual Retirement Annuities
should  obtain competent tax advice as to the tax treatment and suitability of
such an investment.

d.     Corporate Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various  types  of  retirement plans for employees. These retirement plans may
permit  the  purchase  of  the  Contracts  to provide benefits under the Plan.
Contributions  to the Plan for the benefit of employees will not be includible
in  the gross income of the employees until distributed from the Plan. The tax
consequences  to  participants  may  vary  depending  upon the particular plan
design. However, the Code places limitations and restrictions on all
Plans  including   on  such items as: amount of allowable contributions; form,
manner  and  timing of distributions; transferability of benefits; vesting and
nonforfeitability  of  interests;  nondiscrimination  in  eligibility  and
participation;  and  the  tax  treatment  of  distributions,  withdrawals  and
surrenders.  (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Purchasers of Contracts for use with Corporate Pension or Profit Sharing Plans
should  obtain competent tax advice as to the tax treatment and suitability of
such an investment.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In  the  case of a withdrawal under a Qualified Contract, a ratable portion of
the  amount  received  is  taxable,  generally  based  on  the  ratio  of  the
individual's    cost   basis  to  the individual's total accrued benefit under
the  retirement  plan.    Special  tax  rules  may  be  available  for certain
distributions  from  a Qualified Contract. Section 72(t) of the Code imposes a
10%  penalty  tax on  the  taxable  portion of any distribution from qualified
retirement  plans,  including    Contracts  issued  and  qualified  under Code
Sections 401 (H.R. 10 and Corporate  Pension and Profit-Sharing Plans), 403(b)
(Tax-Sheltered  Annuities) and  408(b)  (Individual  Retirement Annuities). To
the  extent amounts are not includible  in gross income because they have been
rolled  over  to  an IRA or to another eligible Qualified Plan, no tax penalty
will  be  imposed.  The  tax  penalty    will  not  apply  to  the  following
distributions:  (a)  if distribution is made on or after the date on which the
Owner  or  Annuitant  (as  applicable)  reaches   age 59 1/2; (b) 
distributions following  the  death or disability of the Owner  or Annuitant 
(as applicable) (for  this  purpose disability is as defined in Section 72(m)
(7) of the Code); (c)  after  separation  from  service,  distributions that
are  part  of substantially equal periodic payments made not less  frequently
than annually for  the life (or life expectancy) of the Owner or  Annuitant  
(as applicable) or the joint lives (or joint life expectancies) of such Owner 
or Annuitant (as applicable)  and his or her designated Beneficiary;  (d)  
distributions  to an Owner or Annuitant (as applicable) who has  separated  
from  service  after he has  attained  age  55;  (e)  distributions made to 
the Owner or Annuitant (as applicable)  to  the  extent  such  distributions  
do  not  exceed  the amount allowable as a deduction under Code Section  213 
to the Owner or Annuitant (as applicable)  for  amounts  paid during the  
taxable year for medical care; and (f) distributions made to an alternate payee
pursuant to a qualified domestic relations  order. The exceptions stated in (d),
(e) and (f) above do not apply in  the  case of an Individual Retirement 
Annuity.  The exception stated in (c) above applies to an Individual Retirement
Annuity  without the requirement that there be a separation from service.

Generally,  distributions  from  a  qualified plan must commence no later than
April  1 of the calendar year following the year in which the employee attains
age 70 1/2. Required distributions must be over a period not exceeding the 
life expectancy  of  the  individual or the joint lives or life expectancies of
the individual  and  his  or  her  designated beneficiary. If the required 
minimum distributions  are not made, a 50% penalty tax is imposed as to the 
amount not distributed.  In addition, distributions in excess of $150,000 per 
year may be subject to an additional 15% excise tax unless an exemption applies.

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

The  Code  limits the withdrawal of amounts attributable to contributions made
pursuant  to a salary reduction agreement (as defined in Section 403(b)(11) of
the  Code)  to  circumstances  only when the Owner: (1) attains age 59 1/2; (2)
separates  from service; (3) dies; (4) becomes disabled (within the meaning of
Section  72(m)(7)  of  the  Code);  or  (5)  in the case of hardship. However,
withdrawals for hardship are restricted to the portion of the Owner's Contract
Value  which  represents  contributions made by the Owner and does not include
any  investment  results.   The limitations on withdrawals became effective on
January  1,  1989  and apply only to salary reduction contributions made after
December  31, 1988, to income attributable to such contributions and to income
attributable  to  amounts  held  as  of  December 31, 1988. The limitations on
withdrawals    do   not  affect transfers between Tax-Sheltered Annuity Plans.
Owners should consult their own tax counsel or other tax adviser regarding any
distributions.

                              ANNUITY PROVISIONS

VARIABLE ANNUITY

A  variable  annuity  is  an  annuity  with  payments  which:    (1)  are  not
predetermined  as  to  dollar amount; and (2) will vary in amount with the net
investment  results of the applicable  investment portfolio(s) of the Separate
Account.  At the Annuity Date, the Contract Value in each investment portfolio
will be applied to the applicable Annuity Tables.  The Annuity Table used will
depend  upon  the Annuity Option chosen.  If, as of the Annuity Date, the then
current  Annuity  Option rates applicable to this class of Contracts provide a
first  Annuity  Payment  greater than guaranteed under the same Annuity Option
under  this  Contract, the greater payment will be made.  The dollar amount of
Annuity Payments after the first is determined as follows:

<TABLE>
<CAPTION>
<S>  <C>
(1)  the dollar amount of the first Annuity Payment is divided by the
     value of an Annuity Unit as of the Annuity Date.  This
     establishes the number of Annuity Units for each monthly
     payment. The number of Annuity Units remains fixed during the
     Annuity Payment period.

(2)  the fixed number of Annuity Units is multiplied by the Annuity
     Unit value for the last Valuation Period of the month preceding
     the month for which the payment is due.  This result is the
     dollar amount of the payment.
</TABLE>



The  total  dollar  amount  of each Variable Annuity Payment is the sum of all
Investment  Portfolio's  Variable  Annuity  Payments reduced by the applicable
Contract Maintenance Charge.

FIXED ANNUITY

A  fixed  annuity is a series of payments made during the Annuity Period which
are  guaranteed  as  to  dollar amount by the Company and do not vary with the
investment  experience  of the Separate Account.  The General Account Value on
the  day  immediately preceding the Annuity Date will be used to determine the
Fixed  Annuity  monthly  payment.    The first monthly Annuity Payment will be
based  upon  the  Annuity  Option  elected  and the appropriate Annuity Option
Table.

ANNUITY UNIT

The  value  of  an Annuity Unit for each Investment Portfolio  was arbitrarily
set initially at $10.  This was done when the first Eligible Investment shares
were purchased.  The Investment Portfolio Annuity Unit value at the end of any
subsequent  Valuation  Period  is  determined  by  multiplying  the Investment
Portfolio Annuity Unit value for the immediately preceding Valuation Period by
the product of (a) the Net Investment Factor for the day for which the Annuity
Unit Value is being calculated, and (b) 0.999919.

NET INVESTMENT FACTOR

The  Net  Investment  Factor  for  any  Investment Portfolio for any Valuation
Period is determined by dividing:

<TABLE>
<CAPTION>
<S>  <C>

(a)  the Accumulation Unit value as of the close of the current
     Valuation Period, by

(b)  the Accumulation Unit value as of the close of the immediately
     preceding Valuation Period.
</TABLE>



The Net Investment Factor may be greater or less than one, as the Annuity Unit
value may increase or decrease.

MORTALITY AND EXPENSE GUARANTEE

The  Company  guarantees  that the dollar amount of each Annuity Payment after
the  first  Annuity Payment will not be affected by variations in mortality or
expense experience.

                             FINANCIAL STATEMENTS

The consolidated financial statements of the Company included herein should be
considered  only  as  bearing  upon  the  ability  of  the Company to meet its
obligations under the Contracts.











KPMG Peat Marwick LLP
1010 Market Street
St. Louis, MO 63101-2085


                         INDEPENDENT AUDITOR'S REPORT

The Contract Owners of Cova Variable
       Annuity Account One
Cova Financial Services Life Insurance Company:

We  have  audited  the accompanying statement of assets and liabilities of the
Quality  Income,  High Yield, Growth and Income, Money Market, and Stock Index
sub-accounts  (investment  options within the Van Kampen Merritt Series Trust)
and  the  Growth and Income and Global Equity sub-accounts (investment options
within the Lord Abbett Series Fund, Inc.) of Cova Variable Annuity Account One
of Cova Financial Services Life Insurance Company (the Separate Account) as of
December  31,  1995, and the related statement of operations for the year then
ended, and the statement of changes in contract owners' equity for each of the
two  years  in the period then ended, and the financial highlights for each of
the  periods  presented.   These financial statements and financial highlights
are  the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial  highlights  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of investments
owned at December 31, 1995 by correspondence with the Van Kampen Merritt
Series  Trust  and  the  Lord Abbett Series Fund, Inc.  An audit also includes
assessing  the  accounting  principles  used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.    We believe that our audits provide a reasonable basis for our
opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
sub-accounts  of  Cova Variable Annuity Account One of Cova Financial Services
Life Insurance Company as of December 31, 1995, and the results of their
operations for the year then ended, the changes in their contract owners'
equity  for  each of the two years in the period then ended, and the financial
highlights  for  each  of  the periods presented, in conformity with generally
accepted accounting principles.


By: /s/ KPMG PEAT MARWICK LLP

       ___________________________
             KPMG Peat Marwick LLP

February 9, 1996

















COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995

ASSETS

INVESTMENTS:
<TABLE>

<CAPTION>

<S>                                                                                                             <C>
VAN KAMPEN MERRITT SERIES TRUST:
  Quality Income Portfolio - 3,795,029 shares at a net asset value of $10.87 per share (cost $39,788,169)       $   41,257,437
  High Yield Portfolio - 3,495,538 shares at a net asset value of $10.45 per share (cost $36,977,062)               36,515,856
  Growth and Income Portfolio - 1,568,033 shares at a net asset value of $12.51 per share (cost $17,983,818)        19,619,568
  Money Market Portfolio - 34,132,295 shares at a net asset value of $1.00 per share (cost $34,132,295)             34,132,295
  Stock Index Portfolio - 6,195,688 shares at a net asset value of $13.84 per share (cost $74,796,201)              85,772,259

LORD ABBETT SERIES FUND, INC:
  Growth and Income Portfolio - 12,510,916 shares at a net asset value of $15.24 per share (cost $168,182,678)     190,651,303
  Global Equity Portfolio - 218,212 shares at a net asset value of $11.46 per share (cost $2,347,939)                2,500,282
                                                                                                                --------------


   TOTAL ASSETS                                                                                                 $  410,449,000

LIABILITIES AND CONTRACT OWNERS' EQUITY

FEES PAYABLE TO COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY                                                  $       46,951

CONTRACT OWNERS' EQUITY:
  Trust Quality Income - 2,690,633 accumulation units at $15.331971 per unit                                        41,252,707
  Trust High Yield - 1,870,232 accumulation units at $19.522535 per unit                                            36,511,673
  Trust Growth and Income - 1,342,833 accumulation units at $14.608904 per unit                                     19,617,323
  Trust Money Market - 2,987,132 accumulation units at $11.425133 per unit                                          34,128,376
  Trust Stock Index - 5,436,980 accumulation units at $15.773906 per unit                                           85,762,417
  Fund Growth and Income - 8,947,108 accumulation units at $21.306277 per unit                                     190,629,558
  Fund Global Equity - 172,206 accumulation units at $14.517502 per unit                                             2,499,995
                                                                                                                --------------


   TOTAL CONTRACT OWNERS' EQUITY                                                                                   410,402,049
                                                                                                                --------------


   TOTAL LIABILITIES AND CONTRACT OWNERS' EQUITY                                                                $  410,449,000

</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995



          VAN KAMPEN MERRITT                                                 
LORD ABBETT

                  SERIES TRUST                                                
      SERIES FUND, INC.

<TABLE>

<CAPTION>

                                QUALITY        HIGH       GROWTH &      MONEY        STOCK       GROWTH &     GLOBAL
                                INCOME        YIELD        INCOME      MARKET        INDEX        INCOME      EQUITY
                              -----------  ------------  ----------  -----------  -----------  ------------  --------
<S>                           <C>          <C>           <C>         <C>          <C>          <C>           <C>

INVESTMENT INCOME:
 INCOME:
    Dividends                 $ 2,492,472  $ 2,739,550   $1,564,298  $ 3,041,467  $ 3,700,759  $ 14,542,511  $187,705
                              -----------  ------------  ----------  -----------  -----------  ------------  --------
      Total Income              2,492,472    2,739,550    1,564,298    3,041,467    3,700,759    14,542,511   187,705


 EXPENSES:
    Mortality and Expense
       Risk Fee                   486,430      363,864      172,191      646,185      737,442     1,822,160    34,676
    Administrative Fee             58,371       43,664       20,663       77,542       88,493       218,659     4,161
      Total Expenses              544,801      407,528      192,854      723,727      825,935     2,040,819    38,837



Net Investment Income           1,947,671    2,332,022    1,371,444    2,317,740    2,874,824    12,501,692   148,868


Net Realized Gain/(Loss)
  on Investments                   16,010     (117,175)      45,687          _ _    2,588,787       382,600    62,728


Net Change in Unrealized
  Gain on Investments           3,599,953    1,785,959    2,247,668      109,903   11,838,391    22,183,647     5,346


Net Realized and Unrealized
  Gain on Investments           3,615,963    1,668,784    2,293,355      109,903   14,427,178    22,566,247    68,074


Net Increase in Contract
  Owners' Equity Resulting
  From Operations             $5,563,6343  $4,000,8066   $3,664,799  $2,427,6433  $17,302,002  $35,067,9399  $216,942
                              ===========  ============  ==========  ===========  ===========  ============  ========


                                 TOTAL
                              ------------
<S>                           <C>

INVESTMENT INCOME:
 INCOME:
    Dividends                 $ 28,268,762
                              ------------
      Total Income              28,268,762


 EXPENSES:
    Mortality and Expense
       Risk Fee                  4,262,948
    Administrative Fee             511,553
      Total Expenses             4,774,501



Net Investment Income           23,494,261


Net Realized Gain/(Loss)
  on Investments                 2,978,637


Net Change in Unrealized
  Gain on Investments           41,770,867


Net Realized and Unrealized
  Gain on Investments           44,749,504


Net Increase in Contract
  Owners' Equity Resulting
  From Operations             $68,243,7655
                              ============
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
For the Year Ended December 31, 1995

               VAN KAMPEN MERRITT                                             
              LORD ABBETT

                         SERIES TRUST                                         
                      SERIES FUND, INC.

________________________________________________________             
___________________
<TABLE>

<CAPTION>

                                     QUALITY         HIGH        GROWTH &        MONEY         STOCK        GROWTH &
                                     INCOME         YIELD         INCOME        MARKET         INDEX         INCOME
                                  -------------  ------------  ------------  -------------  ------------  -------------
<S>                               <C>            <C>           <C>           <C>            <C>           <C>
FROM OPERATIONS:
  Net Investment Income           $  1,947,671   $ 2,332,022   $ 1,371,444   $  2,317,740   $ 2,874,824   $ 12,501,692 
  Net Realized Gain/(Loss)
    on Investments                      16,010      (117,175)       45,687            _ _     2,588,787        382,600 
  Net Unrealized Gain
    on Investments                   3,599,953     1,785,959     2,247,668        109,903    11,838,391     22,183,647 

NET INCREASE IN CONTRACT
  Owners' Equity
    Resulting from
     Operations                      5,563,634     4,000,806     3,664,799      2,427,643    17,302,002     35,067,939 

From Account Unit Transactions:

 Redemptions by Cova
  Financial Services Life
  Insurance Company                        _ _           _ _           _ _            _ _           _ _            _ _ 
 Proceeds from Units of
  the Account Sold                   2,609,198     3,648,081     2,179,253     27,608,801     2,384,152     29,457,859 
 Payments for Units of the
  Account Redeemed                  (5,173,896)   (2,111,627)     (717,441)    (4,508,332)   (4,199,482)   (18,058,651)
Account Transfers                    4,321,271    11,321,086     3,550,031    (67,277,501)   33,469,082     29,746,158 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions                   1,756,573    12,857,540     5,011,843    (44,177,032)   31,653,752     41,145,366 

Net Increase/(Decrease) in
  Contract Owners' Equity            7,320,207    16,858,346     8,676,642    (41,749,389)   48,955,754     76,213,305 

Contract Owners' Equity:
  Beginning of Period               33,932,500    19,653,327    10,940,681     75,877,765    36,806,663    114,416,253 
  End of Period                   $41,252,7077   $36,511,673   $19,617,323   $ 34,128,376   $85,762,417   $190,629,558 
                                  =============  ============  ============  =============  ============  =============



                                     GLOBAL
                                     EQUITY         TOTAL
                                  ------------  -------------
<S>                               <C>           <C>
FROM OPERATIONS:
  Net Investment Income           $   148,868   $ 23,494,261 
  Net Realized Gain/(Loss)
    on Investments                     62,728      2,978,637 
  Net Unrealized Gain
    on Investments                      5,346     41,770,867 

NET INCREASE IN CONTRACT
  Owners' Equity
    Resulting from
     Operations                       216,942     68,243,765 

From Account Unit Transactions:

 Redemptions by Cova
  Financial Services Life
  Insurance Company                  (131,875)      (131,875)
 Proceeds from Units of
  the Account Sold                    686,017     68,573,361 
 Payments for Units of the
  Account Redeemed                 (1,244,057)   (36,013,486)
Account Transfers                    (135,353)    14,994,774 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions                   (825,268)    47,422,774 

Net Increase/(Decrease) in
  Contract Owners' Equity            (608,326)   115,666,539 

Contract Owners' Equity:
  Beginning of Period               3,108,321    294,735,510 
  End of Period                   $ 2,499,995   $410,402,049 
                                  ============  =============


</TABLE>

See accompanying notes to financial statements.


VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
For the Year Ended December 31, 1994


                     VAN KAMPEN MERRITT                                       
              LORD ABBETT

                            SERIES TRUST                                      
                     SERIES FUND, INC.



                                  TOTAL     



                                                              $12,184,894     

                                                              (2,376,747)     

                                                             (12,420,870)     




                                                              (2,612,723)     





                                                                (165,388)     

                                                               51,347,975     

                                                             (17,333,821)     
                                                                3,525,880     




                                                               37,374,646     



                                                               34,761,923     



                                                              259,973,587     
                                                             $294,735,510     

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:

<TABLE>

<CAPTION>
VAN KAMPEN MERRITT SERIES TRUST - QUALITY INCOME PORTFOLIO

                                                                      For the Year    For the Year    For the Year
                                                                         Ended           Ended           Ended
                                                                        12/31/95        12/31/94        12/31/93
                                                                     --------------  --------------  --------------
<S>                                                                  <C>             <C>             <C>
Accumulation Unit Value,
  Beginning of Period                                                $       13.17   $       13.97   $       12.75 

  Net Investment Income                                                        .72             .60            1.00 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                                                            1.44           (1.40)            .22 


 Total from Investment Operations Operations1.38(.80)1.22.73.140 O            2.16            (.80)           1.22 
- -------------------------------------------------------------------                                                

 Accumulation Unit Value,
  End of Period                                                      $       15.33   $       13.17   $       13.97 
                                                                     ==============  ==============  ==============


Total Return*                                                                16.41%           5.70%           9.50%


Contract Owners Equity ,
  End of  Period (in thousands)                                      $      41,253   $      33,933   $      51,111 

Ratio of Expenses to Average
  Contract Owners' Equity                                                     1.40%           1.40%           1.40%


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                                            4.99%           4.48%           8.30%


Number of Units Outstanding
  at End of Period                                                       2,690,633       2,576,412       3,659,656 


                                                                      For the Year    For the Year
                                                                         Ended           Ended
                                                                        12/31/92        12/31/91
                                                                     --------------  --------------
<S>                                                                  <C>             <C>
Accumulation Unit Value,
  Beginning of Period                                                $       12.02   $       10.62 

  Net Investment Income                                                        .64             .67 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                                                             .09             .73 


 Total from Investment Operations Operations1.38(.80)1.22.73.140 O             .73            1.40 
- -------------------------------------------------------------------                                

 Accumulation Unit Value,
  End of Period                                                      $       12.75   $       12.02 
                                                                     ==============  ==============


Total Return*                                                                 6.10%          13.20%


Contract Owners Equity ,
  End of  Period (in thousands)                                      $      24,124   $       6,779 

Ratio of Expenses to Average
  Contract Owners' Equity                                                     1.40%           1.40%


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                                            5.45%           6.09%


Number of Units Outstanding
  at End of Period                                                       1,891,499         563,960 

<FN>
*  Investment returns do not reflect any annual contract maintenance fees
   or withdrawal charges.
</TABLE>


See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:

<TABLE>

<CAPTION>
VAN KAMPEN MERRITT SERIES TRUST - HIGH YIELD PORTFOLIO

                                    For the Year    For the Year    For the Year    For the Year    For the Year
                                       Ended           Ended           Ended           Ended           Ended
                                      12/31/95        12/31/94        12/31/93        12/31/92        12/31/91
<S>                                <C>             <C>             <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $       16.98   $       18.02   $       14.99   $       12.75   $       10.06 
                                   --------------  --------------  --------------  --------------  --------------

  Net Investment Income                     1.44            1.38            1.80            2.26            1.14 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                          1.10           (2.42)           1.23            (.02)           1.55 


Total from Investment Operations            2.54           (1.04)           3.03            2.24            2.69 

Accumulation Unit Value,
  End of Period                    $       19.52   $       16.98   $       18.02   $       14.99   $       12.75 
                                   ==============  ==============  ==============  ==============  ==============


Total Return*                              14.99%         (5.79)%          20.21%          17.53%          26.73%


Contract Owners Equity ,
  End of  Period (in thousands)    $      36,512   $      19,653   $      18,846   $       5,416   $       3,803 


Ratio of Expenses to Average
  Contract Owners' Equity                   1.40%           1.40%           1.40%           1.40%           1.40%


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                          7.98%           7.92%          13.05%          16.04%           9.83%


Number of Units Outstanding
  at End of Period                     1,870,232       1,157,642       1,045,815         361,296         298,202 

<FN>
*  Investment returns do not reflect any annual contract maintenance fees or
   withdrawal charges.
</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
FINANCIAL HIGHLIGHTS
Financial Highlights for each accumulation unit outstanding throughout the
period
per sub-account are presented below:

<TABLE>

<CAPTION>
VAN KAMPEN MERRITT SERIES TRUST - GROWTH & INCOME PORTFOLIO

                                                                                        For the Period From
                                    For the Year    For the Year    For the Year              5/1/92
                                       Ended           Ended           Ended       (Commencement of Operations)
                                      12/31/95        12/31/94        12/31/93           Through 12/31/92
<S>                                <C>             <C>             <C>             <C>
Accumulation Unit Value,
  Beginning of Period              $       11.20   $       11.92   $       10.47   $                       10.00
                                   --------------  --------------  --------------  -----------------------------

  Net Investment Income                     1.02             .19             .54                             .19

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                          2.39            (.91)            .91                             .28


Total from Investment Operations            3.41            (.72)           1.45                             .47

Accumulation Unit Value,
  End of Period                    $       14.61   $       11.20   $       11.92   $                       10.47
                                   ==============  ==============  ==============  =============================


Total Return**                             30.49%         (6.07)%          13.84%                         7.09%*


Contract Owners Equity ,
  End of  Period (in thousands)    $      19,617   $      10,941   $       6,528   $                       2,627


Ratio of Expenses to Average
  Contract Owners' Equity                   1.40%           1.40%           1.40%                         1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                          9.92%           2.05%           7.54%                         3.82%*


Number of Units Outstanding
  at End of Period                     1,342,833         977,209         574,643                         250,919

<FN>
*    Annualized
**   Investment returns do not reflect any annual contract maintenance fees or
      withdrawal charges.
</TABLE>
                               See accompanying notes to financial statements.

<PAGE>
                                             COVA VARIABLE ANNUITY ACCOUNT ONE
                                                          FINANCIAL HIGHLIGHTS
    Financial Highlights for each accumulation unit outstanding throughout the
                                                                        period
                                          per sub-account are presented below:

<TABLE>

<CAPTION>     
VAN KAMPEN MERRITT SERIES TRUST - MONEY MARKET PORTFOLIO

                                    For the Year Months    For the Year    For the Year    For the Year
                                           Ended              Ended           Ended           Ended
                                         12/31/95            12/31/94        12/31/93        12/31/92
<S>                                <C>                    <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $              10.90   $       10.61   $       10.46   $       10.21 
                                   ---------------------  --------------  --------------  --------------

  Net Investment Income                             .50             .30             .19             .25 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                                  .03            (.01)           (.04)             -- 


Total from Investment Operations                    .53             .29             .15             .25 

Accumulation Unit Value,
  End of Period                    $              11.43   $       10.90   $       10.61   $       10.46 
                                   =====================  ==============  ==============  ==============


Total Return**                                     4.85%           2.70%           1.45%           2.44%


Contract Owners Equity ,
  End of  Period (in thousands)    $             34,128   $      75,878   $       6,552   $       4,031 


Ratio of Expenses to Average
  Contract Owners' Equity                          1.40%           1.40%           1.40%           1.40%


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                 4.48%           2.90%           1.78%           2.46%


Number of Units Outstanding
  at End of Period                            2,987,132       6,963,421         617,575         385,448 


                                         For the Period
                                          From 11/1/91
                                   Through 12/31/91 12/31/91
<S>                                <C>

Accumulation Unit Value,
  Beginning of Period              $                    10.00
                                   --------------------------

  Net Investment Income                                   .21

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                                         --


Total from Investment Operations                          .21

Accumulation Unit Value,
  End of Period                    $                    10.21
                                   ==========================


Total Return**                                         4.19%*


Contract Owners Equity ,
  End of  Period (in thousands)    $                    5,386


Ratio of Expenses to Average
  Contract Owners' Equity                              1.40%*


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                     4.04%*


Number of Units Outstanding
  at End of Period                                    527,571

<FN>
*    Annualized
**  Investment returns do not reflect any annual contract maintenance
      fees or withdrawal charges.
</TABLE>
                               See accompanying notes to financial statements.

<PAGE>
                                             COVA VARIABLE ANNUITY ACCOUNT ONE
                                                          FINANCIAL HIGHLIGHTS
    Financial Highlights for each accumulation unit outstanding throughout the
                                                                        period
                                          per sub-account are presented below:

<TABLE>

<CAPTION>
VAN KAMPEN MERRITT SERIES TRUST - STOCK INDEX PORTFOLIO


                                    For the Year Months    For the Year    For the Year    For the Year     For the Period
                                           Ended              Ended           Ended           Ended          From 11/1/91
                                         12/31/95            12/31/94        12/31/93        12/31/92      Through 12/31/91
<S>                                <C>                    <C>             <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $              11.68   $       11.87   $       11.05   $       10.55   $           10.00 
                                   ---------------------  --------------  --------------  --------------  ------------------

  Net Investment Income                             .51             .37             .22             .52                (.02)

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                                 3.58            (.56)            .60            (.02)                .57 



Total from Investment Operations                   4.09            (.19)            .82             .50                 .55 

Accumulation Unit Value,
  End of Period                    $              15.77   $       11.68   $       11.87   $       11.05   $           10.55 
                                   =====================  ==============  ==============  ==============  ==================



Total Return**                                    35.06%         (1.58)%           7.35%           4.75%            38.03%* 


Contract Owners Equity ,
  End of Period (in thousands)     $             85,762   $      36,807   $      91,269   $      34,979   $           6,753 


Ratio of Expenses to Average
  Contract Owners' Equity                          1.40%           1.40%           1.40%           1.40%             1.40%* 


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                 4.85%           2.10%           2.99%          10.02%           (1.40)%* 


Number of Units Outstanding
  at End of Period                            5,436,980       3,151,443       7,691,151       3,164,251             639,923 

<FN>
*   Annualized
**  Investment returns do not reflect any annual contract maintenance
    fees or withdrawal charges.
</TABLE>

                               See accompanying notes to financial statements.

<PAGE>
                                             COVA VARIABLE ANNUITY ACCOUNT ONE
                                                          FINANCIAL HIGHLIGHTS
    Financial Highlights for each accumulation unit outstanding throughout the
                                                                        period
                                          per sub-account are presented below:

<TABLE>

<CAPTION>
LORD ABBETT SERIES FUND, INC. - GROWTH AND INCOME PORTFOLIO

                                    For theYear    For the Year    For the Year    For the Year    For the Year
                                       Ended          Ended           Ended           Ended           Ended
                                     12/31/95        12/31/94        12/31/93        12/31/92        12/31/91
<S>                                <C>            <C>             <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $      16.64   $       16.42   $       14.50   $       12.73   $       10.15 
                                   -------------  --------------  --------------  --------------  --------------

  Net Investment Income                    1.37             .76             .88            1.06             .85 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                         3.30            (.54)           1.04             .71            1.73 


Total from Investment Operations           4.67             .22            1.92            1.77            2.58 
                                   -------------  --------------  --------------  --------------  --------------

Accumulation Unit Value,
- ---------------------------------                                                                               
  End of Period                    $      21.31   $       16.64   $       16.42   $       14.50   $       12.73 
- ---------------------------------  =============  ==============  ==============  ==============  ==============


Total Return*                             28.03%           1.32%          13.24%          13.98%          25.42%
- ---------------------------------  -------------  --------------  --------------  --------------  --------------


Contract Owners Equity ,
- ---------------------------------                                                                               
  End of  Period (in thousands)    $    190,630   $     114,416   $      82,033   $      37,146   $      18,154 
- ---------------------------------  -------------  --------------  --------------  --------------  --------------


Ratio of Expenses to Average
- ---------------------------------                                                                               
  Contract Owners' Equity                  1.40%           1.40%           1.40%           1.40%           1.40%
- ---------------------------------  -------------  --------------  --------------  --------------  --------------


Ratio of Net Investment Income
- ---------------------------------                                                                               
  to Average Contract
- ---------------------------------                                                                               
    Owners' Equity                         8.57%           5.40%           8.12%          10.59%           9.05%
- ---------------------------------  -------------  --------------  --------------  --------------  --------------


Number of Units Outstanding
- ---------------------------------                                                                               
  at End of Period                    8,947,108       6,875,139       4,994,582       2,560,999       1,426,577 
- ---------------------------------  -------------  --------------  --------------  --------------  --------------

<FN>
*  Investment returns do not reflect any annual contract maintenance
   fees or withdrawal charges.
</TABLE>


                               See accompanying notes to financial statements.

<PAGE>
                                             COVA VARIABLE ANNUITY ACCOUNT ONE
                                                          FINANCIAL HIGHLIGHTS
    Financial Highlights for each accumulation unit outstanding throughout the
                                                                        period
                                          per sub-account are presented below:

<TABLE>

<CAPTION>
LORD ABBETT SERIES FUND, INC. - GLOBAL EQUITY PORTFOLIO

                                    For the Year Months    For the Year    For the Year    For the Year    For the Year
                                   ---------------------  --------------  --------------  --------------  --------------
                                           Ended              Ended           Ended           Ended           Ended
                                   ---------------------  --------------  --------------  --------------  --------------
                                         12/31/95            12/31/94        12/31/93        12/31/92        12/31/91
                                   ---------------------  --------------  --------------  --------------  --------------
<S>                                <C>                    <C>             <C>             <C>             <C>


Accumulation Unit Value,
- ---------------------------------                                                                                       
  Beginning of Period              $              13.33   $       13.29   $       10.64   $       10.97   $        9.79 
- ---------------------------------  ---------------------  --------------  --------------  --------------  --------------

  Net Investment Income                             .91            1.45             .24             .18             .14 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                                  .28           (1.41)           2.41            (.51)           1.04 


Total from Investment Operations                   1.19             .04            2.65            (.33)           1.18 
                                   ---------------------  --------------  --------------  --------------  --------------

Accumulation Unit Value,
- ---------------------------------                                                                                       
  End of Period                    $              14.52   $       13.33   $       13.29   $       10.64   $       10.97 
- ---------------------------------  =====================  ==============  ==============  ==============  ==============


Total Return*                                      8.91%            .27%          24.91%         (2.98)%          12.02%
- ---------------------------------  ---------------------  --------------  --------------  --------------  --------------


Contract Owners Equity ,
- ---------------------------------                                                                                       
  End of  Period (in thousands)    $              2,500   $       3,108   $       3,635   $       3,249   $       4,292 
- ---------------------------------  ---------------------  --------------  --------------  --------------  --------------


Ratio of Expenses to Average
- ---------------------------------                                                                                       
  Contract Owners' Equity                          1.40%           1.40%           1.40%           1.40%           1.40%
- ---------------------------------  ---------------------  --------------  --------------  --------------  --------------


Ratio of Net Investment Income
- ---------------------------------                                                                                       
  to Average Contract
- ---------------------------------                                                                                       
    Owners' Equity                                 5.36%           9.78%           1.88%           1.38%           2.19%
- ---------------------------------  ---------------------  --------------  --------------  --------------  --------------


Number of Units Outstanding
- ---------------------------------                                                                                       
  at End of Period                              172,206         233,186         273,399         305,314         391,234 
- ---------------------------------  ---------------------  --------------  --------------  --------------  --------------

<FN>
*   Investment returns do not reflect any annual contract maintenance
     fees or withdrawal charges.
</TABLE>


                               See accompanying notes to financial statements.


                                             COVA VARIABLE ANNUITY ACCOUNT ONE
                                                 NOTES TO FINANCIAL STATEMENTS

                                For the years ended December 31, 1995 and 1994

                                                             1.  ORGANIZATION:

Cova  Variable  Annuity  Account One, (formerly Xerox Variable Annuity Account
One)  (the "Separate Account") is a separate investment account established by
a resolution of the Board of Directors of Cova Financial Services Life
Insurance  Company  ("Cova  Life")  formerly known as Xerox Financial Services
Life Insurance Company (Xerox Life).  On June 1, 1995, a subsidiary of General
American  Life  Insurance Company (GALIC) purchased Xerox Life under the terms
of  a  stock purchase agreement.  After closing of the sale transaction, Xerox
Life and the Separate Account were renamed.  Operations of the separate
account  were not affected by this transaction.  The Separate Account operates
as a Unit Investment Trust under the Investment Company Act of 1940.

The  Separate  Account  is  divided into sub-accounts, with the assets of each
sub-account  invested  in either the Van Kampen Merritt Series Trust ("Trust")
or  the  Lord  Abbett Series Fund, Inc. ("Fund").  The Trust is managed by Van
Kampen  American Capital Investment Advisory Corp.  During 1995 and prior, the
Trust consisted of five portfolios available for investment;  the Quality
Income, High Yield, Growth & Income, Money Market, and Stock Index Portfolios.
 The Fund had two portfolios available for investment during and prior to
1995;   the Growth and Income Global Equity Portfolios.  Not all portfolios of
the Trust and Fund are available for investment depending upon the nature  and
specific  terms  of the different contracts currently being offered for sale. 
Both the Trust and Fund are diversified, open-end, management investment
companies which are intended to meet differing investment objectives.

The Trust Quality Income Portfolio invests in U.S. Government issued debt
obligations and in various investment-grade debt instruments, including
mortgage  pass-through  obligations  and collateralized mortgage obligations. 
The Trust High Yield Portfolio invests in medium and lower-grade debt
securities  and  futures  and  options contracts.  The Trust Growth and Income
Portfolio  invests  in  common  stocks and futures and options contracts.  The
Trust  Money Market Portfolio invests in short-term money market instruments. 
The  Trust Stock Index Portfolio invests in common stocks, stock index futures
and  options, and short-term securities.  The Fund Growth and Income Portfolio
invests  in  common  stocks.  The Fund Global Equity Portfolio invests in both
domestic and foreign common stocks and forward currency contracts.

In order to satisfy diversification requirements and provide for optimum
policyholder  returns,  Cova Life has made periodic contributions to the Trust
and Fund to provide for the initial purchases of investments.  In return, Cova
Life  has  been  credited with accumulation units of the Separate Account.  As
additional  funds  were received through policyholder deposits, Cova Life has,
at its discretion and without adversely impacting the investment operations of
the  Trust and Fund, removed its capital investment in the Separate Account by
liquidating all of its remaining accumulation units at December 31, 1995.

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

Investments  in  shares  of the Trust and Fund are carried in the statement of
assets and liabilities at the underlying net asset value of the Trust and
Fund.    The  net asset value of the Trust and Fund has been determined on the
market value basis and is valued daily by the Trust and Fund investment
managers.  Realized gains and losses are calculated by the average cost
method.

B.  REINVESTMENT OF DIVIDENDS

Dividends  received  from net investment income and net realized capital gains
are reinvested in additional shares of the portfolio of the Trust or Fund
making  the distribution or, at the election of the Separate Account, received
in cash.  Dividend income and capital gain distributions are recorded as
income on the ex-dividend date.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 1995 and 1994

C.  FEDERAL INCOME TAXES

Operations of the Separate Account form a part of Cova Life, which is taxed as
a  "Life  Insurance  Company" under the Internal Revenue Code ("Code").  Under
current  provisions  of  the Code, no Federal income taxes are payable by Cova
Life with respect to earnings of the Separate Account.

Under  the  principles set forth in Internal Revenue Ruling 81-225 and Section
817(h) of the Code and regulations thereunder, Cova Life believes that it will
be  treated  as  the  owner of the assets invested in the Separate Account for
Federal  income tax purposes, with the result that earnings and gains, if any,
derived  from  those  assets  will not be included in a contract owners' gross
income until amounts are withdrawn or received pursuant to an Optional Payment
Plan.

3.  CONTRACT CHARGES:

There  are  no deductions made from purchase payments for sales charges at the
time of purchase.  However, if all or a portion of the contract value is
withdrawn,  a  withdrawal  charge is calculated and deducted from the contract
value.    The  withdrawal  charge is imposed on withdrawals of contract values
attributable to purchase payments within five years after receipt and is equal
to 5% of the purchase payment withdrawn.  After the first contract
anniversary, provided that the contract value prior to withdrawal exceeds
$5,000,  an owner may make a withdrawal each contract year of up to 10% of the
aggregate  purchase payments free from withdrawal charges.  An annual contract
maintenance  charge  of  $30  is imposed on all contracts with contract values
less  than $50,000 on their policy anniversary.  The charge covers the cost of
contract administration for the previous year and is prorated between the
sub-accounts to which the contract value is allocated.

Mortality  and  expense risks assumed by Cova Life are compensated by a charge
equivalent to an annual rate of 1.25% of the value of net assets.  The
mortality  risks assumed by Cova Life arise from its contractual obligation to
make  annuity  payments  after the annuity date for the life of the annuitant,
and  to  waive the withdrawal charge in the event of the death of the contract
owner.

In addition, the Separate Account bears certain administration expenses, which
are  equivalent  to an annual rate of .15% of net assets.  These charges cover
the cost of establishing and maintaining the contracts and Separate Account.

Cova Life currently advances any premium taxes due at the time purchase
payments  are  made  and then deducts premium taxes from the contract value at
the  time  annuity payments begin or upon withdrawal if Cova Life is unable to
obtain  a  refund.    Cova Life, however, reserves the right to deduct premium
taxes when incurred.

4.  ACCOUNT TRANSFERS:

Subject to certain restrictions, the contract owner may transfer all or a part
of  the  accumulated  value  of the contract among other offered and available
account options of the Separate Account and fixed rate annuities of Cova Life.
 If more than 12 transfers have been made in the contract year, a transfer fee
of $25 per transfer or, if less, 2% of the amount transferred will be deducted
from the account value.  If the owner is participating in the Dollar Cost
Averaging program, such related transfers are not taken into account in
determining any transfer fee.







COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 1995 and 1994


5.  GAIN/(LOSS) ON INVESTMENTS:

The table below summarizes realized and unrealized gains and losses on
investments:

<TABLE>

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS:

                                             FOR THE YEAR    FOR THE YEAR
                                                ENDED           ENDED
                                               12/31/95        12/31/94
<S>                                         <C>             <C>

Trust Quality Income Portfolio:
 Aggregate Proceeds From Sales              $  21,222,667   $  55,910,839 
 Aggregate Cost                                21,206,657      58,510,084 
   Net Realized Gain/(Loss) on Investments  $      16,010   $  (2,599,245)
                                            ==============  ==============

Trust High Yield Portfolio:
 Aggregate Proceeds From Sales              $   1,956,676   $   9,145,332 
 Aggregate Cost                                 2,073,851       9,508,299 
   Net Realized Loss on Investments         $    (117,175)  $    (362,967)
                                            ==============  ==============


Trust Growth and Income Portfolio:
 Aggregate Proceeds From Sales              $   1,127,323   $   1,423,903 
 Aggregate Cost                                 1,081,636       1,445,563 
                                            --------------  --------------
   Net Realized Gain/(Loss) on Investments  $      45,687   $     (21,660)
- ------------------------------------------  ==============  ==============


Trust Money Market Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $  71,027,222   $  60,198,925 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                71,027,222      60,198,925 
- ------------------------------------------  --------------  --------------
   Net Realized Gain/(Loss) on Investments            _ _              -- 
- ------------------------------------------  ==============  ==============


Trust Stock Index Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $  19,096,794   $  67,994,793 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                16,508,007      67,715,975 
- ------------------------------------------  --------------  --------------
   Net Realized Gain on Investments         $   2,588,787   $     278,818 
- ------------------------------------------  ==============  ==============

</TABLE>


<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 1995 and 1994

5.  GAIN/(LOSS) ON INVESTMENTS, CONTINUED:

<TABLE>

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS:

                                                         FOR THE YEAR    FOR THE YEAR
                                                            Ended           Ended
                                                           12/31/95        12/31/94
<S>                                                     <C>             <C>
Fund Growth and Income Portfolio:
 Aggregate Proceeds From Sales                          $   4,042,598   $   3,887,963 
 Aggregate Cost                                             3,659,998       3,701,950 
   Net Realized Gain on Investments                     $     382,600   $     186,013 
                                                        ==============  ==============

Fund Global Equity Portfolio:
 Aggregate Proceeds From Sales                          $     945,473   $     738,271 
 Aggregate Cost                                               882,745         595,977 
   Net Realized Gain on Investments                     $      62,728   $     142,294 
                                                        ==============  ==============

UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
- ------------------------------------------------------                                

Trust Quality Income Portfolio:
 End of Period                                          $   1,469,268   $  (2,130,685)
 Beginning of Period                                       (2,130,685)       (687,104)
   Net Change in Unrealized Gain/(Loss) on Investments  $   3,599,953   $  (1,443,581)
                                                        ==============  ==============

Trust High Yield Portfolio:
 End of Period                                          $    (461,206)  $  (2,247,165)
 Beginning of Period                                       (2,247,165)        278,327 
   Net Change in Unrealized Gain/(Loss) on Investments  $   1,785,959   $  (2,525,492)
                                                        ==============  ==============

Trust Growth and Income Portfolio:
 End of Period                                          $   1,635,750   $    (611,918)
 Beginning of Period                                         (611,918)        168,575 
   Net Change in Unrealized Gain/(Loss) on Investments  $   2,247,668   $    (780,493)
                                                        ==============  ==============

Trust Money Market Portfolio:
 End of Period                                                    _ _   $    (109,903)
 Beginning of Period                                         (109,903)        (32,286)
   Net Change in Unrealized Gain/(Loss) on Investments  $     109,903   $     (77,617)
                                                        ==============  ==============
</TABLE>


<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 1995 and 1994


5.  GAIN/(LOSS) ON INVESTMENTS, CONTINUED:
<TABLE>

<CAPTION>
UNREALIZED GAIN/(LOSS) ON INVESTMENTS:

                                                         FOR THE YEAR    FOR THE YEAR
                                                            ENDED           ENDED
                                                                           12/31/94
<S>                                                     <C>             <C>             12/31/95  12/31/94
Trust Stock Index Portfolio:
 End of Period                                          $  10,976,058   $    (862,333)
 Beginning of Period                                         (862,333)      2,144,041 
   Net Change in Unrealized Gain/(Loss) on Investments  $  11,838,391   $  (3,006,374)
                                                        ==============  ==============

Fund Growth and Income Portfolio:
 End of Period                                          $  22,468,625   $     284,978 
 Beginning of Period                                          284,978       4,422,497 
   Net Change in Unrealized Gain/(Loss) on Investments  $  22,183,647   $  (4,137,519)
                                                        ==============  ==============

Fund Global Equity Portfolio:
 End of Period                                          $     152,343   $     146,997 
 Beginning of Period                                          146,997         596,791 
   Net Change in Unrealized Gain/(Loss) on Investments  $       5,346   $    (449,794)
                                                        ==============  ==============
</TABLE>



<PAGE>
                      COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the years ended December 31, 1995 and 1994


6.  ACCOUNT UNIT TRANSACTIONS:

The change in the number of accumulation units resulting from account unit
transactions is as follows:

                                                                   VAN KAMPEN
MERRITT                                               LORD ABBETT

SERIES TRUST                                                   SERIES FUND,
INC.
                                  _______________________________________
___________       __________________
<TABLE>
__
<CAPTION>

                            QUALITY       HIGH      GROWTH &      MONEY        STOCK      GROWTH &    GLOBAL
                            INCOME       YIELD       INCOME      MARKET        INDEX       INCOME     EQUITY      TOTAL
                          -----------  ----------  ----------  -----------  -----------  ----------  --------  -----------
<S>                       <C>          <C>         <C>         <C>          <C>          <C>         <C>       <C>
Balances at
   December 31, 1993       3,659,656   1,045,815     547,643      617,575    7,691,151   4,994,582   273,399   18,829,821 

Redemptions by
   Cova Life                      --          --          --           --           --     (10,000)       --      (10,000)
Units Sold                   254,048     200,146     151,404    2,494,509      272,775     783,757        --    4,156,639 
Units Redeemed              (226,584)    (78,180)    (25,238)    (367,835)    (345,996)   (264,803)  (36,859)  (1,345,495)
Units Transferred         (1,110,708)    (10,139)    303,400    4,219,172   (4,466.487)  1,371,603    (3,354)     303,487 

Balances at
   December 31, 1994       2,576,412   1,157,642     977,209    6,963,421    3,151,443   6,875,139   233,186   21,934,452 

Redemptions by Cova Life          --          --          --           --           --          --   (10,000)     (10,000)
Units Sold                   181,275     195,356     162,687    2,450,650      163,890   1,505,688    50,282    4,709,828 
Units Redeemed              (362,174)   (114,779)    (55,487)    (405,521)    (300,704)   (940,462)  (91,135)  (2,270,262)
Units Transferred            295,120     632,013     258,424   (6,021,418)   2,422,351   1,506,743   (10,127)    (916,894)

Balance at
   December 31, 1995       2,690,633   1,870,232   1,342,833    2,987,132    5,436,980   8,947,108   172,206   23,447,124 
</TABLE>


7.  SUBSEQUENT EVENTS:

On February 9, 1996, the Board of Trustees of Van Kampen Merritt Series Trust
voted to change the name of the Trust to Cova Series Trust, replace Van Kampen
American Capital Investment Advisory Corp. with Cova Investment Advisory Corp.
as Trust manager, and engage Van Kampen American Capital Investment Advisory






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

Consolidated Financial Statements

December 31, 1995, 1994 and 1993

(With Independent Auditors' Report Thereon)












<PAGE>
                         INDEPENDENT AUDITORS' REPORT


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


We have audited the accompanying consolidated balance sheet of Cova Financial
Services Life Insurance Company and subsidiary (a wholly owned subsidiary of
Cova Corporation) as of December 31, 1995 (Successor or the Company) and the
consolidated balance sheet of Xerox Financial Services Life Insurance Company
and subsidiary as of December 31, 1994 (Predecessor), and the related
consolidated statements of income, shareholders' equity and cash flows for the
periods from June 1, 1995 to December 31, 1995 (Successor period), and from
January 1, 1995 to May 31, 1995, and for the years ended December 31, 1994 and
1993 (Predecessor periods).  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the Successor consolidated financial statements referred to
above present fairly, in all material respects, the financial position of Cova
Financial Services Life Insurance Company and subsidiary as of December 31,
1995, and the results of their operations and their cash flows for the
Successor period, in conformity with generally accepted accounting principles.
 Also, in our opinion, the aforementioned Predecessor consolidated financial
statements present fairly, in all material respects, the financial position of
Xerox Financial Services Life Insurance Company and subsidiary as of December
31, 1994, and the results of their operations and their cash flows for the
Predecessor periods, in conformity with generally accepted accounting
principles.

As discussed in note 3 to the consolidated financial statements, the Company
changed its method of accounting for investments to adopt the provisions of
the Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," at January 1, 1994.


St. Louis, Missouri
April 15, 1996



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

Consolidated Balance Sheets

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

<CAPTION>
                                                              THE COMPANY    PREDECESSOR
                 ASSETS                                           1995           1994

<S>                                                          <C>         <C>


Investments:
  Debt securities available for sale at market
(cost of $583,868 in 1995 and $2,163,588 in 1994)            $  594,556  $          1,901,642
  Equity securities at market (cost: $10,650 in 1994)                --                 8,754
  Mortgage loans                                                 77,472                 6,825
  Real Estate                                                        --                26,735
  Policy loans                                                   19,125                17,691
  Other invested assets                                              --                 7,597
  Short-term investments at cost which approximates market        7,859                93,118

Total investments                                               699,012   2,062,362 3,566,750

Cash and cash equivalents - interest bearing                     59,312             1,133,999
Cash - non-interest bearing                                       2,944                 2,328
Receivable from sale of securities                                   --                25,829
Accrued investment income                                         9,116                33,222
Due from affiliates                                                  --                12,938
Deferred policy acquisition costs                                 8,708               213,362
Present value of future profits                                  43,914                    --
Goodwill                                                         23,358                    --
Guaranty assessments recoverable                                     --                12,192
Federal and state income taxes recoverable                        1,397                33,851
Deferred tax benefits (net)                                      13,556                56,135
Receivable from OakRe                                         2,391,982                    --
Reinsurance receivables                                           8,891                 1,457
Other assets                                                      2,426                 2,080
Separate account assets                                         410,449               294,803

Total Assets                                                 $3,675,065  $          3,884,558
</TABLE>



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

Consolidated Balance Sheets (continued)

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

<CAPTION>
                                                                THE COMPANY   
PREDECESSOR
LIABILITIES AND SHAREHOLDERS' EQUITY                                1995          1994

<S>                                                            <C>          <C>
Policyholder deposits                                          $3,033,763   $3,401,053 
Future policy benefits                                             28,071       25,544 
Payable on purchase of securities                                   5,327       46,285 
Current Federal income tax payable                                  1,000           -- 
Accounts payable and other liabilities                             20,143       17,985 
Future purchase price payable to OakRe                             23,967           -- 
Accrued liability for unrealized losses on off-balance-sheet
  derivative instruments                                               --       18,398 
Guaranty assessments                                               14,259        2,046 
Separate account liabilities                                      410,449      294,636 

Total Liabilities                                               3,536,979   $3,805,947 

Shareholders' equity:
  Common stock, $2 par value.  (Authorized 5,000,000 shares;
  issued and outstanding 2,899,446 shares in 1995 and 1994)         5,799        5,799 
  Additional paid-in capital                                      129,586      136,534 
  Retained earnings                                                   (63)       1,506 
  Net unrealized appreciation/(depreciation) on securities,
    net of tax                                                      2,764      (65,228)

Total Shareholders' Equity                                        138,086       78,611 

Total Liabilities and Shareholders' Equity                     $3,675,065   $3,884,558 
</TABLE>


                  See accompanying notes to consolidated financial statements.

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

                                             Consolidated Statements of Income

                                 Years ended December 31, 1995, 1994, and 1993
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                          THE COMPANY                PREDECESSOR
                                                                          7 MONTHS      5 MONTHS
                                                                              ENDED        ENDED
                                                      12/31/95     5/31/95       1994       1993

<S>                                                 <C>       <C>         <C>          <C>
Revenues:
  Premiums (net of $106 premium ceded for the
    Company in 1995, and $57,$231,$207 for the      $   921   $   1,097   $    2,787   $  4,002 
      Predecessor in 1995, 1994 and 1993)
  Net investment income                              24,188      92,486      277,616    335,583 
  Net realized gain (loss) on sale of investments     1,324     (12,414)    (101,361)    17,699 
  Other income                                        3,682       2,855        6,705      3,604 

Total revenues                                       30,115      84,024      185,747    360,888 

Benefits and expenses:
  Interest on policyholder deposits                  17,706      97,867      249,905    265,674 
  Current and future policy benefits (net of
    reinsurance recoveries for the Company of $8
      and Predecessor of $4,$888 & $7,480 in
1995, 1994 and 1993)                                  1,785       1,830        5,259      6,054 
  Operating and other expenses                        7,126      12,777       24,479     29,414 
  Amortization of purchased intangible assets         3,030          --           --         -- 
  Amortization of deferred acquisition costs            100      11,157      125,357     38,308 

Total Benefits and Expenses                          29,747     123,631      405,000    339,450 

Income/(loss) before income taxes                       368     (39,607)    (219,253)    21,438 
Income Taxes:
  Current                                             1,011     (16,404)     (46,882)    15,639 
  Deferred                                             (580)      6,340      (30,118)    (6,137)

Total income tax expense/(benefit)                      431     (10,064)     (77,000)     9,502 

Net Income/(Loss)                                      ($63)   ($29,543)  $(142,253))  $ 11,936 
</TABLE>


                  See accompanying notes to consolidated financial statements.

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

                                Consolidated Statements of Shareholders Equity

                                  Years ended December 31, 1995, 1994 and 1993
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                    THE COMPANY                PREDECESSOR
                                                     7 MONTHS        5 MONTHS
                                                       ENDED           ENDED
                                                      12/31/95        5/31/95       1994   
   1993

<S>                                              <C>        <C>        <C>         <C>
Common stock ($2 par value common stock;
  Authorized 5,000,000 shares; issued and
    outstanding 2,899,446 in 1995 and 1994 and
2,816,090 in 1993, Balance at beg. of period)    $  5,799   $  5,799   $   5,632   $  5,392
  Par value of additional shares issued                --         --         167        240

Balance at end of period                            5,799      5,799       5,799      5,632

Additional paid-in capital:
  Balance at beginning of period                  137,749    136,534     120,763    116,003
Adjustment to reflect purchase acquisition
    indicated in note 2                           (52,163)        --          --         --
  Capital contribution                             44,000      1,215      15,771      4,760

Balance at end of period                          129,586    137,749     136,534    120,763

Retained earnings/(deficit):
  Balance at beginning of period                  (36,441)     1,506     143,759    131,823
Adjustment to reflect purchase acquisition
   indicated in note 2                             36,441         --          --         --
  Net income/(loss)                                   (63)   (29,543)   (142,253)    11,936
 Dividends to shareholder                              --     (8,404)         --         --

Balance at end of period                         $    (63)  $(36,441)  $   1,506   $143,759
</TABLE>


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

                               Consolidated Statements of Shareholders' Equity

                                  Years ended December 31, 1995, 1994 and 1993
                                                     (In thousands of dollars)

<TABLE>

<CAPTION>
                                                     THE COMPANY                PREDECESSOR
                                                      7 MONTHS        5 MONTHS
                                                        ENDED           ENDED
                                                       12/31/95        5/31/95       1994       1993

<S>                                                          <C>        <C>         <C>         <C>
Net unrealized appreciation/(depreciation)of   securities:
 Balance at beginning of period                              $(28,837)  $ (65,228)  $    (321)  $   (277)
 Adjustment to reflect purchase acquisition
    indicated in note 2                                        28,837          --          --         -- 
 Implementation of change in accounting for
    marketable debt and equity securities, net of
      effects of deferred taxes of $18,375 and
          deferred acquisition costs of $42,955                    --          --      34,125         -- 
 Change in unrealized appreciation/(depreciation)
    of debt and equity securities                              10,724     178,010    (357,502)       (74)
 Change in deferred Federal income taxes                       (1,489)    (18,458)     53,324         30 
 Change in deferred acquisition costs attributable
    to unrealized losses/(gains)                                   --    (123,161)    205,146         -- 
 Change in present value of future profits
    attributable to unrealized (gains)                         (6,471)         --          --         -- 
 Balance at end of period                                       2,764     (28,837)    (65,228)      (321)

 Total Shareholders' Equity                                  $138,086   $  78,270   $  78,611   $269,833 
</TABLE>

                  See accompanying notes to consolidated financial statements.

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

                                         Consolidated Statements of Cash Flows

                                  Years ended December 31, 1995, 1994 and 1993
                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                     THE COMPANY                  PREDECESSOR
                                                       7 MONTHS        5 MONTHS
                                                         ENDED           ENDED
                                                       12/31/95         5/31/95       1994       1993

<S>                                                      <C>         <C>          <C>           <C>
Cash flows from operating activities:
  Interest and dividend receipts                         $  18,744   $  131,439   $   309,856   $   343,122 
  Premiums received                                            921        1,097         2,787         4,002 
  Insurance and annuity benefit payments                    (2,799)      (1,809)       (3,755)       (3,465)
  Operating disbursements                                  (10,480)      (9,689)      (26,023)      (33,103)
  Taxes on income refunded (paid)                               60       48,987        17,032       (15,414)
  Commissions and acquisition costs paid                   (17,456)     (23,872)      (26,454)      (30,982)
  Other                                                        529        1,120           836        (1,585)

Net cash provided/(used in) by operating activities        (10,481)     147,273       274,279       262,575 

Cash flows from investing activities:
  Cash used for the purch. of investment secur.           (875,994)    (575,891)   (1,935,353)   (3,685,448)
  Proceeds from invest. secur. sold and matured            253,814    2,885,053     3,040,474     3,675,470 
  Other                                                        179       (8,557)       (8,185)       25,687 

Net cash provided by/(used in) in investing activities   $(622,003)  $2,300,605   $ 1,096,936   $    15,709 
</TABLE>



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

                                         Consolidated Statements of Cash Flows

                                  Years ended December 31, 1995, 1994 and 1993
                                                     (In thousands of dollars)

<TABLE>

<CAPTION>
                                                     THE COMPANY                  PREDECESSOR
                                                       7 MONTHS        5 MONTHS
                                                         ENDED           ENDED
                                                       12/31/95         5/31/95       1994       1993

<S>                                                  <C>         <C>           <C>          <C>
Cash flows from financing activities:
  Policyholder deposits                              $ 132,752   $   130,660   $  274,960   $ 348,392 
  Transfers (to)/from OakRe                            628,481    (3,048,531)          --          -- 
  Transfer to Separate Accounts                        (37,946)       (4,835)     (33,548)   (132,340)
  Return of policyholder deposits                     (436,271)     (290,586)    (608,868)   (446,396)
  Dividends to Shareholder                                  --        (8,404)          --          -- 
  Capital contributions received                        44,000         1,215       15,938       5,000 

Net cash provided by/(used in) financing activities    331,016    (3,220,481)    (351,518)   (225,344)

Increase in cash and cash equivalents                 (301,468)     (772,603)   1,019,697      52,940 

Cash and cash equivalents at beginning of period       363,724     1,136,327      116,630      63,690 

Cash and cash equivalents at end of period           $  62,256   $   363,724   $1,136,327   $ 116,630 
</TABLE>


                  See accompanying notes to consolidated financial statements.

                                                                   (Continued)

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

                              Consolidated Statements of Cash Flows, Continued

                                                     (In thousands of dollars)
<TABLE>

<CAPTION>
                                                      THE COMPANY                PREDECESSOR
                                                       7 MONTHS        5 MONTHS
                                                         ENDED           ENDED
                                                        12/31/95        5/31/95       1994       1993

<S>                                                      <C>        <C>         <C>         <C>
Reconciliation of net income/(loss)to net cash
 provided by operating activities:
   Net income/(loss)                                         ($63)   ($29,543)  $(142,253)  $ 11,936 
   Adjustments to reconcile net income/(loss)to net
     cash provided by operating activities:
       Increase/(decrease) in future policy benefits
(net of reinsurance)                                       (1,013)         11       1,494      4,106 
       Increase/(decrease) in payables and accrued
           liabilities                                       (392)    (10,645)      3,830     (7,940)
       Decrease/(increase) in accrued investment
           income                                          (7,904)     32,010      21,393      1,443 
       Amortization of intangible assets and costs          3,831      11,309     125,722     38,652 
       Amortization and accretion of securities
           premiums and discounts                             307       2,410       3,635        (97)
       Recapture commissions paid to OakRe                 (4,777)         --          --         -- 
       Net realized (gain)/loss on sale of investments     (1,324)     12,414     101,361    (17,699)
                                                                                             (17,699)
       Interest accumulated on policyholder
           deposits                                        17,706      97,867     249,905    265,674 
       Investment expenses paid                               642       2,373       7,296      6,924 
       Decrease/(Increase)in guaranty assessments            (104)      5,070        (935)    (4,076)
       Increase/(decrease) in current and deferred
           Federal income taxes                               491      38,923     (59,263)    (5,942)
       Separate account net income/(loss)                       1           1           2     (2,256)
       Deferral of costs                                  (14,568)    (13,354)    (30,024)   (29,342)
       Other                                               (3,314)     (1,573)     (7,884)     1,192 

Net cash provided by operating activities                $(10,481)  $ 147,273   $ 274,279   $262,575 
</TABLE>

                  See accompanying notes to consolidated financial statements.

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

                                    Notes to Consolidated Financial Statements

                                              December 31, 1995, 1994 and 1993

                                      (1)  NATURE OF BUSINESS AND ORGANIZATION

                                                        NATURE OF THE BUSINESS

  Cova Financial Services Life Insurance Company and subsidiary (the Company),
  formerly  Xerox Financial Services Life Insurance Company (the Predecessor),
    market and service single premium deferred annuities, immediate annuities,
    variable annuities, and single premium whole-life insurance policies.  The
Company is licensed to do business in 45 states and the District of Columbia. 
    Most of the policies issued present no significant mortality nor longevity
          risk to the Company, but rather represent investment deposits by the
     policyholders.  Life insurance policies provide policy beneficiaries with
   mortality benefits amounting to a multiple, which declines with age, of the
                                                             original premium.

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

      Although the Company markets its products through numerous distributors,
       including regional brokerage firms, national brokerage firms and banks,
   approximately 59%, 57% and 58% of the companies sales have been through two
    specific brokerage firms, A.G. Edwards & Sons, Incorporated. and Edward D.
                         Jones & Company in 1995, 1994 and 1993, respectively.

                                                                  ORGANIZATION

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

    On June 1, 1995 XFSI sold 100% of the issued and outstanding shares of the
        Predecessor to Cova Corporation, a subsidiary of General American Life
    Insurance Company (GALIC), a Missouri domiciled life insurance company, in
  exchange for approximately $91.4 million in cash and $27.8 million in future
    payables. In conjunction with this Agreement, the Predecessor also entered
     into a financing reinsurance transaction that caused OakRe Life Insurance
 Company(OakRe),a subsidiary of the Predecessor, to assume the existing single
     premium deferred annuity deposits (SPDAs) of Cova Financial Services Life
   Insurance Company, which had an aggregate carrying value at June 1, 1995 of
      $2,982.0 million.  In exchange, the Predecessor transferred specifically
    identified assets to OakRe with a market value at June 1, 1995 of $2,986.0
 million. Ownership of OakRe is retained by XFSI subsequent to the sale of the
   Predecessor and other affiliates.  The Receivable from OakRe to the Company
                                                                   (Continued)
                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARY
                               (a wholly owned subsidiary of Cova Corporation)

                                    Notes to Consolidated Financial Statements

    that was created by this transaction will be liquidated over the remaining
  crediting rate guaranty periods (which will be substantially expired in five
      years) by the transfer of cash in the amount of the then current account
   value, less a recapture commission fee to OakRe on policies retained beyond
  their 30-day no-fee surrender window by the Company, upon the next crediting
   rate reset date of each annuity policy.  The Company may then reinvest that
cash for those policies that are retained and assume the benefits and risks of
                                                    those deposits thereafter.

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

 In substance, terms of the agreement have allowed the seller, XFSI, to retain
substantially all of the existing financial benefits and risks of the existing
    business, while the purchaser, GALIC, obtained the corporate operating and
   product licenses, marketing and administrative capabilities of the Company,
    and access to the retention of the policyholder deposit base that persists
     beyond the next crediting rate reset date.  Accordingly, the future gross
       profits, as defined in note 3, of the Company on existing business will
    consist of the gross profits on separate accounts, single premium deferred
     annuities not reinsured to OakRe, single premium whole life policies, and
   single premium immediate annuities, commencing at the date of closing; plus
 the gross profits from SPDA deposits retained, commencing upon the expiration
                                   of their current guaranteed crediting rate.

                                                     (2)  CHANGE IN ACCOUNTING

    Upon closing of the sale, the Company restated its financial statements in
      accordance with "push down purchase accounting", which allocates the net
  purchase price for the Company and its subsidiary of $91.4 million according
      to the fair values of the acquired assets and liabilities, including the
       estimated present value of future profits.  These allocated values were
dependent upon policies in force and market conditions at the time of closing.
                                       These allocations are summarized below:













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

                                    Notes to Consolidated Financial Statements

<TABLE>

<CAPTION>
(In Millions)                                                                 

<S>                                <C>            June 1, 1995
Assets acquired:
  Debt securities                  $        32.4
  Policy loans                              18.3
  Cash and cash equivalents                363.7
  Present value of future profits           46.7
  Goodwill                                  24.1
  Deferred tax benefit                      26.8
  Receivable from OakRe                  2,969.0
  Other assets                               5.9
  Separate account assets                  332.7
                                   -------------
                                         3,819.6
Liabilities assumed:
  Policyholder deposits                  3,299.2
  Future policy benefits                    27.2
  Future purchase price payable             27.8
  Deferred Federal income taxes             12.3
  Other liabilities                         29.0
  Separate account liabilities             332.7
                                         3,728.2
                                   -------------
Adjusted purchase price            $        91.4
                                   =============
</TABLE>


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

All amounts for periods ended before June 1, 1995 are labeled Predecessor and
are based on historical costs.  The periods ending on or after such date are
labeled The Company, and are based on fair values at June 1, 1995 and
subsequent costs.

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

Notes to Consolidated Financial Statements

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     SECURITIES

Effective January 1, 1994 the Predecessor adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" (SFAS #115).  SFAS #115 requires that investments in all
debt securities and those  equity securities with readily determinable market
values be classified into one of three categories: held-to-maturity, trading,
or available-for-sale. Classification of investments is based on management's
current intent. All debt and equity securities at December 31, 1995 and 1994
were classified as available-for-sale. Securities available-for-sale are
carried at market value, with unrealized holding gains and losses reported as
a separate component of stockholders equity, net of deferred effects of income
tax and related effects on deferred acquisition costs.

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

For investments in "high risk" (interest-only strips) collateralized mortgage
obligations (CMOs), the Company's accounting in 1993 followed the provisions
of the Financial Accounting Standards Board's Emerging Issues Task Force
Consensus No. 89-4.  A new effective yield was calculated for each individual
high-risk CMO based on the amortized cost of the investment and the current
estimate of future cash flows (the "prospective method").  The recalculated
yield was then used to accrue interest income in the subsequent period.

In 1994, the Predecessor adopted Financial Accounting Standards Board's
Emerging Issues Task Force Consensus No. 93-18 which amends EITF 89-4 and
requires impairment tests to be performed using discounted cash flows at a
risk free discount rate. If the amortized cost of the security exceeds future
cash flows discounted at the risk free rate, then amortized cost is written
down to fair value.  The adoption of this Consensus resulted in no adjustments
at January 1, 1994.

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


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

Notes to Consolidated Financial Statements

December 31, 1995, 1994 and 1993

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

     MORTGAGE LOANS AND OTHER INVESTED ASSETS

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

SFAS 114 defines impaired loans as loans in which it is probable that a
creditor will be unable to collect all amounts due according to the
contractual terms of the loan agreement.  In 1995, the Company adopted
Statement of Financial Accounting Standards No. 118, Accounting by Creditors
for Impairment of a Loan -- Income Recognition and Disclosures (SFAS 118). 
SFAS 118 amends SFAS 114, providing clarification of income recognition issues
and requiring additional disclosures relating to impaired loans.  The adoption
of SFAS 114 and 118 had no effect on the Companys financial position or
results of operations at or for the period ended December 31, 1995.  The
Company had no impaired loans and no valuation allowances established for
potential losses on mortgage loans at December 31, 1995.

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

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

     CASH AND CASH EQUIVALENTS

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

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

Notes to Consolidated Financial Statements

December 31, 1995, 1994 and 1993

     SEPARATE ACCOUNT ASSETS

Separate accounts contain segregated assets of the Company that are
specifically assigned to variable annuity 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 accounts and assesses withdrawal charges
in the event of early withdrawals.  Separate accounts assets are valued at
fair value.

     DEFERRED POLICY ACQUISITION COSTS

The costs of acquiring new business which vary with and are directly related
to the production of new business, principally commissions, premium taxes,
sales costs, and certain policy issuance and underwriting costs, are deferred.
 These deferred costs are amortized in proportion to estimated future gross
profits derived from investment income, realized gains and losses on sales of
securities, unrealized securities gains and losses recognized under SFAS #115,
interest credited to accounts, surrender fees, mortality costs, and policy
maintenance expenses.  The estimated gross profit streams are periodically
reevaluated and the unamortized balance of deferred acquisition costs is
adjusted to the amount that would have existed had the actual experience and
revised estimates been known and applied from the inception of the policies
and contracts.  The amortization and adjustments resulting from unrealized
gains and losses is not recognized currently in income but as an offset to the
unrealized gains and losses reflected as a separate component of equity.

The components of deferred policy acquistion costs were as follows:
<TABLE>

<CAPTION>
                                             THE COMPANY                   
PREDECESSOR
                                               7 MONTHS       5 MONTHS
                                                ENDED          ENDED
(IN THOUSANDS OF DOLLARS)                     12/31/95        5/31/95        
1994          1993

<S>                                  <C>        <C>         <C>         <C>
Deferred policy acquisition costs,
  beginning of period                $ 92,398   $ 213,362   $ 146,504   $155,470 
Effects of push down purchase
  accounting                          (92,398)         --          --         -- 
Commissions and expenses deferred       8,809      13,354      30,025     29,342 
Amortization                             (100)    (11,157)   (125,357)   (38,308)
Deferred policy acquisition costs
  attributable to unrealized
    gains/(losses)                         --    (123,161)    162,190         -- 
Deferred policy acquistion costs,
  end of period                      $  8,709   $  92,398   $ 213,362   $146,504 
</TABLE>





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

Notes to Consolidated Financial Statements

     PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

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

     Present value of future profits

As of June 1, 1995 the Company established an intangible asset which
represents the present value of future profits to be derived from both the
purchased and transferred blocks of business. Certain estimates were utilized
in the computation of this asset including estimates of future policy
retention, investment income, interest credited to policyholders, surrender
fees, mortality costs, and policy maintenance costs discounted a pre-tax rate
of 18% (12% net after tax). In addition, as the Company has the option of
retaining its SPDA policies after they reach their next interest rate reset
date and are recaptured from OakRe, a component of this asset represents
estimates of future profits on recaptured business. This asset will be
amortized according to the estimated profit stream and will periodically be
adjusted as actual profits materialize and are different from the estimates. 
The asset will also be adjusted for amounts attributable to realized and
unrealized securities gains and losses.  Any adjustments to the unamortized
balance will be applied as if the revised estimates had been known and applied
since inception.  The amortization period is the remaining life of the
policies, which is estimated to be 20 years from the date of original policy
issue.  Based on current assumptions, amortization of the original in-force
PVFP asset, expressed as a percentage of the original in-force asset, are
projected to be 7.6%, 7.6%, 6.6%, 5.4% and 5.3% for the years ended December
31, 1996 through 2000, respectively.  Actual amortization incurred during
these years may be more or less as assumptions are modified to incorporate
actual results.

The components of present value of future profits are as follows:
<TABLE>

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

<S>                                                    <C>
Present value of future profits - beginning of period  $ 46,709 
Interest added                                            1,941 
Commissions capitalized                                   5,759 
Gross amortization, excluding interest                   (4,024)
Present value of future profits attributable to
   unrealized gains                                      (6,471)
                                                       ---------
Present value of future profits - end of period        $ 43,914 
                                                       =========
</TABLE>




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

Notes to Consolidated Financial Statements

     Future payable

Pursuant to the financial reinsurance agreement with OakRe, the receivable
from OakRe becomes due in installments when the SPDA policies reach their next
crediting rate reset date.  For any recaptured policies that continue in force
into the next guarantee period, the Company will pay a commission to OakRe of
1.75% up to 40% of policy account values originally reinsured and 3.5%
thereafter. On policies that are recaptured and subsequently exchanged to a
variable annuity policy, the Company will pay a commission to OakRe of 0.50%. 
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 6.5%. This liability will be periodically adjusted as actual
results differ from the estimates used in establishing the total purchase
price. This liability, which can be anticipated with a high degree of
certainty, 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 over the next five years.

The components of this future payable are as follows:
<TABLE>

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

<S>                                   <C>
Future payable - beginning of period  $ 27,797 
Interest added                             947 
Payments to OakRe                       (4,777)
                                      ---------
Future payable - end of period        $ 23,967 
                                      =========
</TABLE>

     Goodwill

Under the push down method of purchase accounting, the excess of purchase
price over the fair value of assets and liabilities acquired and present value
of future profits less future payable is established as an asset and referred
to as Goodwill. Goodwill will also be periodically adjusted to account for any
retroactive changes to present value of future profits and future payables as
actual results differ from original assumptions and are applied retroactively
as of the original purchase date. The Company has elected to amortize goodwill
on the straight line basis over a 20 year period.

     Deferred Tax Assets and Liabilities

Xerox Financial Services, Inc. (XFSI) and General American agreed to file an
election to treat the acquisition of the Company as an asset acquisition under
the provisions of Internal Revenue Code Section 338(h)(10).  As a result of
that election, the tax basis of the Companys assets as of the date of
acquisition were revalued based upon fair market values.  The principal effect
of the election was to establish a tax asset on the tax-basis balance sheet of
approximately $35.3 million for the value of the business acquired that is
amortizable for tax purposes.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARY
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

     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.

     FUTURE POLICY BENEFITS

Reserves are held for future annuity benefits that subject the Company to
risks to make payments contingent upon the continued survival of an individual
or couple (longevity risk).  These reserves are valued at the present value of
estimated future benefits discounted for interest, expenses, and mortality. 
The assumed mortality is the 1983 Individual Annuity Mortality Tables
discounted at 5.75% to 8.50%, depending upon year of issue.

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

     PREMIUM REVENUE

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

The Company currently assesses no explicit life insurance premium for its
commitment to make payments in excess of its recorded liability that are
contingent upon policyholder mortality.  Benefits paid in excess of the
recorded liability are recognized when incurred.

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

     FEDERAL INCOME TAXES

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

After June 1, 1995 the Company will be filing its own separate income tax
return, independent from its ultimate parent, GALIC.

The Company accounts for deferred income taxes according to Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS
#109).

Under the asset and liability method of SFAS #109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amount of existing assets
and liabilities and their respective tax bases and operating loss and tax
credit carry forwards.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
(continued)
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARY
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

those temporary differences are expected to be recovered or settled.  Under
SFAS #109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income to the period that includes the enactment
date.

     RISKS AND UNCERTAINTIES

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

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

      -   Investment market valuation
      -   Amortization of deferred policy acquisition costs
      -   Calculation and amortization of present value of future profits
      -   Recoverability of Goodwill
      -   Recoverability of guaranty fund assessments

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

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

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

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


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

Notes to Consolidated Financial Statements

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

The Company is subject to assessments in substantially all jurisdictions where
it is licensed to fund guaranteed benefits to policyholders of non-affiliated
insolvent insurers licensed in those jurisdictions.  Such assessments
generally are limited to a percentage of the premiums written by the Company
and are fully or partially recoverable as credits against future premium tax
payments in the majority of jurisdictions.  The Company is at risk to extent
that the Company may not incur sufficient premium taxes to permit full
recovery of available credits. The Company has been indemnified by OakRe
against any guaranty assessments incurred that relate to insolvencies
occurring prior to June 1, 1995. See note 11 - Guaranty Fund Assessments.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

SFAS #115 takes SFAS #107 another step and requires balance sheet adjustments
of debt investments available for sale and equity investments to fair value
with a corresponding adjustment to shareholders' equity.  The Predecessor
adopted SFAS #115 in 1994 and classified all of its investments as "available
for sale".  The effects of implementing SFAS #115 as of January 1, 1994 was a
net increase in Shareholders' Equity of approximately $29.2 million.

The Predecessor adopted Statement of Financial Accounting Standard No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments" (SFAS #119), as of December 31, 1994. SFAS #119 requires
increased disclosures about derivative financial instruments including the
amount, nature, and terms of all derivative financial instruments as well as
(continued)
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARY
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

disclosure of the purposes for which derivative financial instruments are
held, end-of-period fair values and any net gains or losses arising from
trading of derivative financial instruments.

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

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

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

     INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED SECURITIES):

Fair values for debt securities are based on quoted market prices, where
available.  For debt securities not actively traded, fair value estimates are
obtained from independent pricing services.  In some cases, such as private
placements and certain mortgage-backed securities, fair values are estimated
by discounting expected future cash flows using a current market rate
applicable to the yield, credit quality and maturity of the investments.  (See
note 4 for fair value disclosures).  Fair values for mortgages are based on
management estimates and incorporate independent appraisals of underlying real
property.  As of December 31, 1995, fair value of the Companys mortgage loans
are equivalent to the carrying value.

     INTEREST RATE SWAPS AND FINANCIAL FUTURES CONTRACTS:

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

     INVESTMENT CONTRACTS:

The Company's policy contracts require the beneficiaries to commence receipt
of payments by the later of age 85 or 10 years after purchase, and
substantially all permit earlier surrenders, generally subject to fees and
adjustments.  Fair values for the Company's liabilities for investment type
contracts (Policyholder Deposits) are estimated as the amount payable on
demand.  As of December 31, 1995 and 1994 the cash surrender value of
policyholder funds on deposit were $2,228,009 and $129,404,638 respectively,
less than their stated carrying value.  Of the contracts permitting surrender,
90% provide the option to surrender without fee or adjustment during the 30
days following reset of guaranteed crediting rates.  The Company has not
determined a practical method to determine the present value of this option.

All of the Company's deposit obligations are fully guaranteed by the acquirer,
GALIC, and the receivable from OakRe equal to the SPDA obligations is
guaranteed by OakRe's parent, XFSI.
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARY
(a wholly owned subsidiary of Cova Corporation)

Notes to Consolidated Financial Statements

     REINSURANCE:

Reinsurance is not material to the Companys operation or its financial
statements.  The Company, however, has adopted the provisions of Statement of
Financial Accounting Standard No. 113, Accounting and Reporting for
Reinsurance of Short Duration and Long Duration Contracts (SFAS 113).  The
adoption of this accounting standard had no effect on the financial statements
other than gross reporting of balance sheet amounts and disclosure of
reinsurance amounts netted against revenues and expenses.

The financing reinsurance agreement entered into with OakRe does not meet the
conditions for reinsurance accounting under SFAS No. 113.  The net assets
initially transferred to OakRe were established as a receivable and are
subsequently increased as interest is accrued on the underlying liabilities
and decreased as funds are transferred back to the Company when policies reach
their crediting rate reset date or benefits are claimed.

     OTHER

Certain 1993 and 1994 amounts have been reclassified to conform to the 1995
presentation.

(4)  INVESTMENTS

The Company's investments in debt and equity securities are considered
available for sale and carried at estimated fair value, with the aggregate
unrealized appreciation or depreciation being recorded as a separate component
of shareholder equity. The carrying value and amortized cost of investments at
December 31, 1995 and 1994 are as follows:


















































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

Notes to Consolidated Financial Statements

<TABLE>

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

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

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

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

Total investments                        $699,012  $11,797  $(1,073)  $699,012  $688,288
<FN>
As of December 31, 1995, the Company has no impaired investments and no valuation
allowances established for potential losses on its investments.
</TABLE>



























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

Notes to Consolidated Financial Statements

<TABLE>

<CAPTION>
                                                                                PREDECESSOR
                                                                                   1994

                                                              GROSS      GROSS    ESTIMATED   COST
OR
                                                 CARRYING  UNREALIZED  UNREALIZED    FAIR   
AMORTIZED
                                                   VALUE      GAINS      LOSSES     VALUE      
COST
                                                                       (in thousands of dollars)

<S>                                         <C>         <C>      <C>         <C>         <C>
Debt Securities:
  US. Government Treasuries                 $   10,834  $    80  $  (1,787)  $   10,834  $   12,541
  Mortgage-backed and
   derivative securities:
    GNMA                                         6,447      186         --        6,447       6,261
    FNMA & FHLMC                                   272        6         --          272         266
    Collateralized mortgage obligations      1,188,257      490   (185,964)   1,188,257   1,373,731
  Foreign governments                           27,947       --     (4,355)      27,947      32,302
  Corporate, state, municipalities, and
    political subdivisions                     654,848    9,884    (80,583)     654,848     725,547
  Redeemable preferred stocks                   13,037      194        (97)      13,037      12,940

Total debt securities                        1,901,642   10,840   (272,786)   1,901,642   2,163,588

Other invested assets (1)                        7,597      466     (1,335)       6,728       7,597
Equity securities                                8,754       --         --        8,754       8,754
Real estate (1)                                 26,735    2,034       (153)      28,616      26,735
Mortgage loans                                   6,825       --     (1,245)       5,580       6,825
Policy loans                                    17,691       --         --       17,691      17,691
Short term investments                          93,118    4,060     (4,654)      93,118      93,712

Total investments(1)                        $2,062,362  $17,400  $(280,173)  $2,062,129  $2,324,902

Company's beneficial interest in separate
  account assets                            $      167  N/A      N/A         $      167  N/A
<FN>
(1) The Company has established valuation allowances of approximately $200,000 and $400,000 as   
of December 31, 1994 for estimated potential losses on real estate and other invested assets,
respectively.
</TABLE>


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

Notes to Consolidated Financial Statements

The amortized cost and estimated market value of debt securities at December
31, 1995, 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>
                                                               ESTIMATED
                                                AMORTIZED        MARKET
                                                  COST           VALUE

<S>                                      <C>       <C>
(in thousands of dollars)
Due after one year through five years    $135,221  $137,828
Due after five years through ten years    176,906   180,132
Due after ten years                        23,700    24,448
Mortgage-backed securities                248,041   252,148

Total                                    $583,868  $594,556
<FN>
At December 31, 1995, approximately 99.25% of the Company's debt securities
are investment grade or are non-rated but considered to be of investment
grade.  Of the 0.75% non-investment grade debt securities, all are rated as
BB+.
</TABLE>


Included in debt securities in 1994 and the first five months of 1995 are
investments in interest-only mortgage-backed stripped securities (IOs) and
similar IOettes.  Accounting for investments in "high risk" (interest only)
collateralized mortgage obligations (CMOs), is in accordance with the
provisions of the Financial Standards Board's Emerging Issues Task Force
Consensus Nos. 89-4 and 93-18.  An effective yield is calculated for each high
risk CMO based on the current amortized cost of the investment and the current
estimate of future cash flow.  The recalculated effective yield is used to
record interest income in subsequent periods (the "prospective method").  If
the anticipated cash flow for any "high risk" CMO discounted at the comparable
risk-free rate is less than the unamortized cost, an impairment loss is
recorded and the unamortized cost adjusted.  The write-down is treated as a
realized loss.  Write-downs of approximately $3,341,163 and $51,120,276 were
recorded in 1994 and 1993, respectively.  At December 31, 1994 the Predecessor
held such securities with a carrying value of $36,441,742.  The weighted
average of the effective yield that was used to accrue interest income in 1994
was 11.88%.




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

Notes to Consolidated Financial Statements

The Company participates in a securities lending program whereby certain
securities are loaned to third parties, primarily major brokerage firms.  The
agreement with a custodian bank facilitating such lending requires a minimum
of 102% of the initial market value of the domestic loaned securities to be
maintained in a collateral pool.  To further minimize the credit risk related
to this lending program, the Company monitors the financial condition of the
counter parties to these agreements.  Securities loaned at December 31, 1995
had market values totaling $16,034,037.  Cash, letters of credit, and
government securities of $16,353,995 was held by the custodian bank as
collateral to secure this agreement.  Income on the Companys security lending
program in 1995 was immaterial.

Debt securities with a recorded investment of $0 and $2,827,500, were
non-income producing during the years ended December 31,1995 and 1994.

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

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

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


Information related to troubled debt restructuring during 1993 is as follows:

<TABLE>

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

<S>                                            <C>     <C>     <C>
Aggregate carrying value at December 31, 1993  $5,275  $6,405  $11,680
Gross interest income included in net income
  during 1993                                     589     568    1,157
Gross interest income that would have been
  earned during 1993 if there had been no
  restructuring                                   904     712    1,616
</TABLE>




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

Notes to Consolidated Financial Statements

The components of net investment income were as follows:
<TABLE>

<CAPTION>
                                                      THE COMPANY            PREDECESSOR
                                                        7 MONTHS     5 MONTHS
                                                         ENDED        ENDED
                                                        12/31/95     5/31/95       1994     
 1993

                                                               (in thousands of dollars)

<S>                                               <C>       <C>        <C>         <C>
Income on debt securities                         $19,629   $ 63,581   $ 267,958   $327,489 
Income on equity securities                            --        302         645        725 
Income on short-term investments                    2,778     28,060      11,705      4,624 
Income on cash on deposit                              --         --         316      1,711 
Income on interest rate swaps                          --        377        (244)     3,365 
Income on policy loans                                868        624       1,376      1,147 
Interest on mortgage loans                          1,444        248       1,162      1,053 
Income on foreign exchange                             --        184        (433)      (281)
Income of real estate                                  --      1,508       3,278        586 
Income on separate account investments                 --         (1)          2      2,256 
Miscellaneous interest                                109        (24)       (853)      (168)
                                                                                         -- 

Total investment income                            24,828     94,859     284,912    342,507 
Investment expenses                                  (640)    (2,373)     (7,296)    (6,924)

Net investment income                             $24,188   $ 92,486   $ 277,616   $335,583 

Realized capital gains/(losses) were as follows:
  Debt securities                                 $ 1,344   $(16,749)  $ (79,300)  $ 12,716 
  Mortgage loans                                       --      1,431      (3,452)      (453)
  Equity securities                                    --       (423)        (76)     2,489 
  Real estate                                          --       (124)         --      2,335 
  Short-term investments                              (20)    (1,933)       (282)       612 
  Other assets                                         --        (76)        147         -- 
  Interest rate swaps                                  --      5,460     (18,398)        -- 

Net realized gains/(losses) on investments        $ 1,324   $(12,414)  $(101,361)  $ 17,699 
</TABLE>


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

Notes to Consolidated Financial Statements
<TABLE>

<CAPTION>

  THE COMPANY               PREDECESSOR
- -----------------------------------------------------                                      
7 MONTHS        5 MONTHS
ENDED          ENDED
12/31/95        5/31/95        1994     1993

<S>                                                    <C>       <C>        <C>         <C>
Unrealized gains/(losses) were as follows:
  Debt securities                                      $10,688   $(85,410)  $(261,947)  $  -- 
  Equity securities                                         --         --          --    (494)
  Short-term investments                                    36        879        (594)     -- 
  Effects on deferred acquisition costs amortization        --     39,030     162,190      -- 
  Effects on present value of future profits            (6,471)        --          --      -- 
Unrealized gains/(losses) before income tax              4,253    (45,501)   (100,351)   (494)
Unrealized income tax benefit/(expense)                 (1,489)    16,664      35,123     173 

Net unrealized gains (losses) on investments           $ 2,764   $(28,837)  $ (65,228)  $(321)
</TABLE>


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

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

Proceeds from sales of investments in debt securities during 1993 were
$3,635,309,534.  Gross gains of $229,942,137 and gross losses of $198,648,778
were realized on those sales.  Included in these amounts are $47,042,511 of
gross gains and $9,163,938 of gross losses realized on the sale of
non-investment grade securities.

Unrealized appreciation/(depreciation) of debt securities for the Company in
1995, and the Predecessor in 1995, 1994 and 1993 were $10,688,000,
$176,537,000, $(357,401,000), and $15,171,000, respectively. Unrealized
appreciation/(depreciation)of debt securities is calculated as the change
between the cost and market values of debt securities for the years then
ended.

Securities with a book value of approximately $6,933,755 at December 31, 1995
were deposited with government authorities as required by law.

(Continued)

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

Notes to Consolidated Financial Statements

(5)  SECURITIES GREATER THAN 10% OF SHAREHOLDERS' EQUITY

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

<CAPTION>

Long-term Debt            Amortized
Securities                 Cost
- -----------------------------------       

<S>                                  <C>
Countrywide Mtg. 1933-12 A4          $18,681,636
American Airlines                     14,940,484
</TABLE>

As of December 31, 1994 the Company held the following individual securities
which exceeded 10% of shareholders' equity:
<TABLE>

<CAPTION>
      Long-term Debt            Amortized        Long-term Debt            Amortized
        Securities                Cost             Securities                 Cost

<S>                                   <C>          <C>                                      <C>
PRU HOME MTG SEC 1994 SER 26-A        $43,947,846  VIRGINIA STATE HOUSING DEV AUTH 1994-A   $14,300,000
PRU HOME MTG SEC 1993 SER 19-A9        41,024,780  PRU HOME MTG SEC 1994 SER 8-A2            14,228,882

HOUSING SEC INC 1994 SER 1-A8          34,293,893  FHLMC MC MTG PRT CRT SER 1628-G           13,841,422

FNMA REMIC TR 1994-51 PE               34,079,290  FNMA REMIC TR 1993 SER 33-ZA              13,613,754
FHLMC MC MTG PRT CRT SER 1162-Z        34,029,681  FNMA REMIC TR 1994 SER 58-B               13,502,865
RES FUNDING CORP 1994 SER S7-A3        33,929,196  FNMA REMIC TR 1994 SER 58-A               13,402,600
RES FUNDING CORP 1993 SER S18-A6       30,771,180  TELEPHONE & DATA SYSTEMS                  13,382,782
FHLMC MC MTG PRT CRT SER 1652-E        29,880,047  ARGENTINA FRB                             13,051,979
G E CAPITAL 1994 SER 4-A6              29,587,419  FHA PROJECT LOAN 223-F(MANASSAS VA)       12,985,981
RES FUNDING CORP 1994 SER S10-A3       28,743,601  PARAMOUNT COMMUNICATIONS                  12,985,579
FNMA REMIC TR 1993 SER 131-Z           26,821,993  FNMA REMIC TR 1993 SER G22-ZA             12,962,715
CITICORP MTG 1994 SER 11-A1            26,271,938  FNMA REMIC TR 1992 SER 184-X              12,815,453
COUNTRYWIDE MTG 1993 SER 13-A2         24,027,743  TELARG                                    12,458,038
G E CAPITAL KRONE LINKED (CI)          23,500,000  UNITED AIRLINES 1991 ETC SER A2           12,420,542
G E CAPITAL MTG 1994 SER 12-A4         23,480,685  PRU HOME MTG SEC 1994 SER 6-A5            12,400,623
GRUMA SA DE CV                         23,335,945  SIGNET MASTER TR 1994-4A                  11,986,616
FHLMC MC MTG PRT CRT SER 1108-K        23,146,222  GENERAL MOTORS CORP DEBENTURE             11,856,797
FHLMC MC MTG PRT CRT SER 1468-ZA       22,546,223  PRU HOME MTG SEC 1993 SER 43-10           11,791,582
G E CAPITAL MTG 1994 SER 10-A12        21,288,675  CENTRAL BANK OF ARGENTINA                 11,695,148
RES FUNDING CORP 1993 SER S26-A8       21,225,227  FHLMC MC MTG PRT CRT SER 1697-PG          11,544,588
LOUISIANA POWER & LIGHT(WATERFORD 3)   20,909,267  FNMA REMIC TR 1993 SER 29-SK              11,316,353
SEARS MTG ACC CORP 1993 SER 11-A5      20,861,498  PRU HOME MTG SEC 1993 SER 41-A4           11,272,637
FEDERAL HOME LOAN BANK                 20,716,221  FHLMC MC MTG PRT CRT SER 1513-AF          11,266,102
FHLMC MC MTG PRT CRT SER 1244-G        20,697,580  FNMA REMIC TRUST 1993 SER 4-HB            11,181,840
PRU HOME MTG SEC 1993 SER 30-A9        20,570,432  PHILLIPS PETROLEUM                        11,120,220
G E CAPITAL MTG 1992 SER 7             20,423,860  INTERAMERICAN DEV BANK                    10,751,421
CSR AMERICA INC                        19,916,660  COUNRTYWIDE MTG 1994 SER L-AB             10,603,498
FHLMC MC MTG PRT CRT SER 1364-I        19,892,880  CHASE MTG SEC 1994SER F-A7                10,516,592
FHLMC MC MTG PRT CRT SER 1574-F        19,825,320  FNMA REMIC TR 1994 SER 3-SC               10,434,265
SEARS MTG SEC CORP 1993-7 T7           19,709,253  NEWS AMERICAN HOLDINGS                    10,310,547
</TABLE>



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

Notes to Consolidated Financial Statements


(6)  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

     FINANCIAL FUTURES CONTRACTS

The Predecessor was a party to financial futures contracts under a program of
hedging with off-balance sheet risk in the normal course of business to meet
the needs of its policyholders and to reduce its own exposure to fluctuations
in interest rates.  The contracts involved, to varying degrees, elements of
interest rate risk in excess of the amount recognized in the consolidated
balance sheet.

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

As of December 31, 1994, the Predecessor held 65 5Yr T-note futures, 190 10Yr
T-note futures, and 50 T-bond futures contracts with a total notional face
amount of $30,500,000.  The contracts matured in March, 1995, and resulted in
a net amount of $468,520 being applied as an increase in book value of the
underlying hedged securities.  Collateral requirements were set by the Chicago
Board of Trade and averaged $1,121 per contract as of December 31, 1994.

     INTEREST RATE SWAPS

During 1994 and the first five months of 1995, the Predecessor was party to
derivative financial instruments in the normal course of business for  the
purposes of earning investment income and modifying the interest rate-related
risks of the portfolio.

The notional amounts of derivatives do not represent amounts exchanged by the
parties and, thus, are not a measure of the Company's exposure through the use
of derivatives.  The amounts exchanged are determined by reference to the
notional amounts and the other terms of the instruments.

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

Notes to Consolidated Financial Statements

The following table summarizes various information regarding derivative
financial instruments as of December 31, 1994:
<TABLE>

<CAPTION>

                                                          FAIR MARKET      LOSSES
NOTIONAL                                      PURPOSE      VALUE AT         FROM
Amount               Nature/Terms           For Holding    12/31/94      Investment
- -----------  -----------------------------  -----------  -------------  ------------
<S>          <C>                            <C>          <C>            <C>
Open
- -----------                                                                         
5,000,000   LIBOR/Mexican Par Bond Swap
             2/17/1995 receive 10% fixed,
             pay 6 Month LIBOR              Investment   $ (5,460,000)  $         0 

35,000,000   Zero Coupon Swap Spread/Yield
             Curve 8/19/1996 6 Month LIBOR  Investment    (12,937,750)            0 

Closed
- -----------                                                                         
25,000,000   Lehman Corporate Index Swap
                                  1/1/1994  Investment              0       (77,305)

25,000,000   Lehman Corporate Index Swap
                                  1/1/1994  Investment              0       (77,305)
</TABLE>


The Libor/Mexican Par Bond swap caused the Predecessor to receive or pay the
net of a fixed-rate of 10%, in exchange for paying 6 month LIBOR, times a
multiplier of six times the notional amount.  The substance is as if the
Predecessor owned $30 million par of the bonds using funds borrowed at six
month LIBOR.  At maturity, the Predecessor committed to acquire the $30
million par of the bonds if their market price was less than 72, for a payment
of $21.6 million.  The Predecessor thereby assumed the market risk below that
price.

The Predecessor received or paid at maturity of the Zero Coupon Swap
Spread/Yield Curve swap an amount derived from both the relationship between
the 6 month LIBOR and the 10 year constant maturity treasury rates, and a
function (swap spread) that usually correlates to corporate bond quality
spreads.  The Predecessor could lose money if the yield curve is flat or
inverted and the swap spread is small.  The purpose of the instrument was to
offset the effects of holding very large amounts of cash equivalents in
conjunction with XFSIs plan to discontinue its ownership of the Predecessor. 
Effective December 31, 1994, XFSI formally assumed the net obligation for this
instrument, resulting in a capital contribution to the Predecessor.

The unrealized depreciation was recorded as a realized loss as of December 31,
1994 based on the current evolving accounting practices for derivative
instruments where as at December 31, 1993 the unrealized loss was treated as
an off-balance-sheet item.

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

Notes to Consolidated Financial Statements

The following table summarizes various information regarding these derivative
financial instruments as of December 31, 1995:
<TABLE>

<CAPTION>

                                                       FAIR MARKET         LOSSES
NOTIONAL                                    PURPOSE      VALUE AT           FROM
Amount              Nature/Terms          For Holding    12/31/95    Investment in 1995
- ----------  ----------------------------  -----------  ------------  -------------------
<S>         <C>                           <C>          <C>           <C>
Closed
- ----------                                                                              
5,000,000  LIBOR/Mexican Par Bond Swap
            2/17/1995 receive 10% fixed,
             pay 6 Month LIBOR            Investment   $          0  $                 0
</TABLE>


(7)  POST-RETIREMENT AND POSTEMPLOYMENT BENEFITS

The Company has no direct employees and no retired employees.  All personnel
used to support the operations of the Company are supplied by contract by Cova
Life Management Company (CLMC), a wholly owned subsidiary of Cova Corporation.
 The Company is allocated a portion of certain health care and life insurance
benefits for future retired employees of CLMC as determined in accordance with
Financial Accounting Standards Board Statement No. 106, "Employers' Accounting
For Postretirement Benefits Other Than Pensions" (SFAS #106).  In 1995, the
Company was allocated a portion of benefit costs including severance pay,
accumulated vacations, and disability benefits as determined in accordance
with Financial Accounting Standards Board Statement No. 112, "Employers'
Accounting for Postemployment Benefits" (SFAS #112).  At December 31, 1995
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 for the first
five months of 1995 with the Companys former ultimate parent, Xerox
Corporation, a New York corporation, along with Xerox Corporationss other
eligible subsidiaries.  For the last seven months, the Company will file a
consolidated Federal Income Tax return with its wholly-owned subsidiary, First
Cova Life Insurance Company, a New York insurance company.  Amounts payable or
recoverable related to periods before June 1, 1995 are subject to an
indemnification agreement with XFSI, which has the effect that the Company is
not at risk for any income taxes nor entitled to recoveries related to those
periods, except for approximately $1.4 million of state income taxes.

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

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

Notes to Consolidated Financial Statements
<TABLE>

<CAPTION>
                                       THE COMPANY                              PREDECESSOR
                                         1995            1995                1994            1993
                                     7 MONTHS         5 MONTHS
                                                              (in thousands of dollars)

<S>                                     <C>    <C>     <C>        <C>     <C>        <C>    <C>      <C>
Computed expected tax expense           $129    35.0%  $(13,862)   35.0%  $(76,739)  35.0%  $7,503   35.0%
State income taxes, net                   11     3.0       (306)    0.8     (1,552)   0.7    1,631    7.6 
Rate change effect on prior deferrals     --      --         --      --         --     --      456    2.1 
Tax-exempt bond interest                 (22)   (6.0)      (332)    0.8     (1,208)   0.6     (123)  (0.6)
Amortization of intangible assets        254    69.0         --      --        111   (0.1)     111    0.5 
Permanent difference due to derivative
  transfer                                --      --      4,399   (11.1)        --     --       --     -- 
Other                                     59    16.1         37     (.1)     2,388   (1.1)     (76)  (0.3)
Total                                   $431   117.1%  $(10,064)   25.4%  $(77,000)  35.1%  $9,502   44.3%
</TABLE>

The tax effect of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 1995 &
1994 follows:
<TABLE>

<CAPTION>
                                               The Company  Predecessor
                                                   1995         1994

<S>                                        <C>      <C>
Deferred tax assets:
Policy Reserves                            $ 7,601  $ 26,602
Liability for commissions on recapture       8,868        --
Tax basis of intangible assets purchased    13,141        --
DAC Proxy Tax                                4,749     4,797
Permanent Impairments                           --     4,934
Unrealized losses on investments                --    91,889
Book to tax differences on Investments                 1,287
Other deferred tax assets                    2,860     4,809

Total assets                               $37,219  $134,318

Deferred tax liabilities:
PVFP                                       $16,774        --
Unrealized gains on investments              1,489        --
Deferred Acquisition Costs                   5,316    74,676
Other deferred tax liabilities                  84     3,507

Total liabilities                          $23,663  $ 78,183

Net Deferred Tax Asset/(Liability)         $13,556  $ 56,135
</TABLE>


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

Notes to Consolidated Financial Statements

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

(9)  RELATED-PARTY TRANSACTIONS

The Company has entered into management, operations and services agreements
with both affiliated and unaffiliated companies.  The affiliated companies are
Cova Life Management Company (CLMC), a Delaware corporation, which provides
management services and the employees necessary to conduct the activities of
the Company, and General American Investment Management Company, which
provides investment advice.  Additionally, a portion of overhead and other
corporate expenses are allocated by the Companys ultimate parent, GALIC.  The
unaffiliated companies are Johnson & Higgins, a New Jersey corporation, and
Johnson & Higgins/Kirke Van Orsdel, a Delaware corporation, which provide
various services for the Company including underwriting, claims and
administrative functions.  The affiliated and unaffiliated service providers
are reimbursed for the cost of their services and are paid a service fee. 
Expenses and fees paid to affiliated companies during the 7 months of 1995 for
the Company were $7,139,525, and the five months of 1995 and the years of 1994
and 1993 for the Predecessor were 6,364,609, $8,553,028, and $7,986,999,
respectively.

(10)  STATUTORY SURPLUS AND DIVIDEND RESTRICTION

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

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

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

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

Notes to Consolidated Financial Statements

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

<TABLE>

<CAPTION>
                                                 1995       1994      1993
                                                  (in thousands of dollars)

<S>                                           <C>        <C>         <C>
Statutory Capital and Surplus                 $ 59,682   $ 100,071   $108,617 
Reconciling items:
  GAAP investment valuation reserves                --        (600)   (14,076)
  Statutory Asset Valuation Reserves            13,378      45,470     43,060 
  Interest Maintenance Reserve                   1,892      15,123     50,074 
  GAAP investment adjustments to fair value     10,724    (274,222)        -- 
  Deferred policy acquisition costs              8,708     213,362    146,504 
  GAAP basis policy reserves                   (11,233)      7,944    (45,784)
  Deferred federal income taxes (net)           13,556      56,135     (8,933)
  Modified coinsurance                              --     (10,534)   (13,994)
  Goodwill                                      23,001          --         -- 
  Present value of future profits               43,914          --         -- 
  Future purchase price payable                (23,967)         --         -- 
  Elimination of notes contributed
    to statutory surplus                            --     (72,000)        -- 
  Other                                         (1,569)     (2,138)     4,365 

GAAP Shareholders' Equity                     $138,086   $  78,611   $269,833 
</TABLE>


Statutory net losses for the years ended December 31, 1995, 1994 and 1993 were
$(74,012,650), $(92,952,989),and $(13,299,824), respectively.

The maximum amount of dividends which can be paid by State of Missouri
insurance companies to shareholders without prior approval of the insurance
commissioner is the greater of 10% of statutory earned surplus or statutory
net gain from operations for the preceding year.  Accordingly, the maximum
dividend permissible at December 31, 1995 was $ 0.

The National Association of Insurance Commissioners has developed certain Risk
Based Capital (RBC) requirements for life insurers.  If prescribed levels of
RBC are not maintained, certain actions may be required on the part of the
Company or its regulators.  At December 31, 1995 the Company's Total Adjusted
Capital and Authorized Control Level - RBC were, $73,060,575 and $18,224,056
respectively.  This level of adjusted capital qualifies under all tests.

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

Notes to Consolidated Financial Statements

(11)  GUARANTY FUND ASSESSMENTS

The Company participates with all life insurance companies licensed throughout
the United States, in associations formed to guarantee benefits to
policyholders of insolvent life insurance companies.  Under state laws, as a
condition for maintaining the Companys authority to issue new business, the
Company is contingently liable for its share of claims covered by the guaranty
associations for insolvencies incurred through 1995, but for which assessments
have not yet been determined nor assessed, to a maximum in each state
generally of 2% of statutory premiums per annum in the given state.  Most
states then permit recovery of assessments as a credit against premium or
other state taxes over, most commonly, five years.

At December 31, 1995, the National Organization of Life and Health Guaranty
Associations (NOLHGA) distributed a study of the major outstanding industry
insolvencies, with estimates of future assessments by state.  Based on this
study, the Company has accrued a liability for approximately $14.3 million in
future assessments on insolvencies that occurred before December 31, 1995.
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 an additional receivable from OakRe for $14.3
million.

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




                                   PART C


                                    PART C
                              OTHER INFORMATION


ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>
<S>  <C>    <C>

a.         Financial Statements
           ---------------------------------------------------------------

           The following financial statements of the Variable Account are
           included in Part B hereof:

       1.  Independent Auditors' Report.

       2.  Statement of Assets and Liabilities as of December 31, 1995.

       3.  Statement of Operations for the year ended December 31, 1995.

       4.  Statement of Changes in Contract Owners' Equity for the years
           ended December 31, 1995 and 1994.

       5.  Financial Highlights for the five years in the period ended
           December 31, 1995.

       6.  Notes to Financial Statements for the years ended December 31,
           1995 and 1994.

           The following consolidated financial statements of the Company
           are included in Part B hereof:

       1.  Independent Auditors' Report.

       2.  Consolidated Balance Sheets of the Company as of December 31,
           1995 and 1994.

       3.  Consolidated Statements of Income for the Company for the years
           ended December 31, 1995, 1994 and 1993.

       4.  Consolidated Statements of Shareholders' Equity for the years
           ended December 31, 1995, 1994 and 1993.

       5.  Consolidated Statements of Cash Flows for the years ended
           December 31, 1995, 1994 and 1993.

       6.  Notes to Consolidated Financial Statements, December 31, 1995,
           1994 and 1993.



    b.     Exhibits
           ---------------------------------------------------------------

       1.  Resolution of Board of Directors of the Company authorizing the
           establishment of the Variable Account.*

       2.  Not Applicable.

       3.  Principal Underwriter's Agreement.###

       4.  Individual Flexible Purchase Payment Deferred Variable Annuity
           Contract.***

       5.  Application for Variable Annuity.##

    6.(i)  Copy of Articles of Incorporation of the Company.#
     (ii)  Copy of the Bylaws of the Company.*

       7.  Not Applicable.

       8.  Not Applicable.

       9.  Opinion and Consent of Counsel.

      10.  Consent of Independent Accountants.

      11.  Not Applicable.

      12.  Agreement Governing Contribution.**

      13.  Calculation of Performance Information.

      14.  Company Organizational Chart.

      27.  Financial Data Schedule
  <FN>

       *     incorporated by reference to Registrant's initial filing on
          Form N-4 (File No. 811-5200) as filed on June 11, 1987.
      **     incorporated by reference to Registrant's Amendment No. 5 to
          Form N-4 (File No. 811-5200) as filed on April 2, 1990.
     ***     incorporated by reference to Registrant's Amendment No. 8 to
          Form N-4 (File No. 811-5200) as filed on June 10, 1991.
       #     incorporated by reference to Xerox Financial Services Life
          Insurance Company, Pre-Effective Amendment No. 1 to Form S-1
          (File No. 33-43099) as filed on December 24, 1991.
      ##     incorporated by reference to Registrant's Amendment No. 13 to
          Form N-4 (File No. 811-5200) as filed on May 1, 1992.
     ###     incorporated by reference to Registrant's Amendment No. 14 to
          Form N-4 (File No. 811-5200) as filed on May 1, 1993.
</TABLE>



ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

<TABLE>
<CAPTION>
<S>                               <C>
Name and Principal                Positions and Offices
 Business Address                 with Depositor

Leonard Rubenstein                Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

William D. Anthony                Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

John W. Barber                    Director
13045 Tesson Ferry Road
St. Louis, MO 63128

Jerome P. Darga                   Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Judy M. Drew                      Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Judith A. Gallup                  Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Christopher Harden                Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Eric T. Henry                     Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Jeffery K. Hoelzel                Vice President, General Coun-
One Tower Lane, Suite 3000        sel, Secretary and Director
Oakbrook Terrace, IL  60181-4644

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer and Director
700 Market St.
St. Louis, MO 63101

Douglas E. Jacobs                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

William C. Mair                   Vice President,
One Tower Lane, Suite 3000        Controller and Director
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market St.
St. Louis, MO 63101

Patrice L. Peltier                Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Myron H. Sandberg                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Schaus                    Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644
</TABLE>



ITEM 26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
           REGISTRANT

A company organizational chart is set forth in Exhibit 14.

ITEM 27.   NUMBER OF CONTRACT OWNERS

As of April 16, 1996, there were 11,588 non-qualified contract owners and
3,180 qualified contract owners.

ITEM 28.   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) asserted or
threatened  against  and incurred by such person in his capacity as or arising
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 persons 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.

ITEM 29.   PRINCIPAL UNDERWRITERS

     (a)  Not Applicable.

     (b)  Cova  Life  Sales  Company is the principal underwriter for the
Contracts.   The following persons are the officers and directors of Cova Life
Sales  Company.   The principal business address for each officer and director
of  Cova  Life  Sales Company is One Tower Lane, Suite 3000, Oakbrook Terrace,
Illinois 60181-4644.

<TABLE>
<CAPTION>
<S>                 <C>
Name and Principal  Positions and Offices
 Business Address   with Underwriter

Judy M. Drew        President, Chief Operations Officer and Director

Lorry J. Stensrud   Director

Patricia E. Gubbe   Vice President and Chief Compliance Officer

Patrice L. Peltier  Vice President and Director

William C. Mair     Director

Jeffery K. Hoelzel  Secretary

Philip A. Haley     Vice President

Frances S. Cook     Assistant Secretary

Robert A. Miner     Treasurer
</TABLE>



     (c)  Not Applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS

Christopher  Harden,  whose  address  is  One Tower Lane, Suite 3000, Oakbrook
Terrace,  Illinois  60181-4644  maintains physical possession of the accounts,
books  or  documents  of  the  Variable  Account  required to be maintained by
Section  31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder.

ITEM 31.   MANAGEMENT SERVICES

Not Applicable.

ITEM 32.     UNDERTAKINGS

     a.  Registrant hereby undertakes to file a post-effective amendment to
this  registration  statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen  (16)  months  old  for  so long as payment under the variable annuity
contracts may be accepted.

     b.  Registrant hereby undertakes to include either (1) as part of any
application  to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard  or  similar  written  communication  affixed  to  or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant hereby undertakes to deliver any Statement of Additional
Information  and  any  financial statement required to be made available under
this Form promptly upon written or oral request.


                               REPRESENTATIONS

The  Company  hereby  represents  that  it  is relying upon a No Action Letter
issued  to  the  American  Council  of  Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:

     1.  Include appropriate disclosure regarding the redemption restrictions
imposed  by  Section  403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

     2.  Include appropriate disclosure regarding the redemption restrictions
imposed  by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

     3.  Instruct sales representatives who solicit participants to purchase
the  contract  specifically  to  bring  the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;

     4.  Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed statement
acknowledging  the  participant's  understanding  of  (1)  the restrictions on
redemption  imposed  by  Section  403(b)(11),  and  (2)  other  investment
alternatives  available  under  the  employer's  Section 403(b) arrangement to
which the participant may elect to transfer his contract value.


                                  SIGNATURES


As  required  by  the Securities Act of 1933 and the Investment Company Act of
1940,  the Registrant certifies that has caused this Registration Statement to
be  signed  on  its  behalf,  in  the  City  of Oakbrook Terrace, and State of
Illinois on this 18th day of April, 1996.

<TABLE>
<CAPTION>
<S>                                   <C>
                                      COVA VARIABLE ANNUITY ACCOUNT ONE
                                      (Registrant)


                                 By:  COVA FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY


                                 By: /s/ JEFFERY K. HOELZEL
                                      ____________________________________
                                        Jeffery K. Hoelzel


                                      COVA FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY
                                      Depositor

                                 By: /s/ JEFFERY K. HOELZEL
                                      ____________________________________
                                        Jeffery K. Hoelzel
</TABLE>


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>

/s/ LORRY J. STENSRUD   President and Director    4-18-96
- ----------------------                            ------
Lorry J. Stensrud                                  Date

                        Chairman of the Board and
- ----------------------  Director                  ------    
Leonard M. Rubenstein                              Date

                        Director
- ----------------------                            ------    
J. Robert Hopson                                   Date

William C. Mair*        Controller and Director   4-18-96
- ----------------------                            ------     
William C. Mair                                    Date

Jeffery K. Hoelzel*     Director                  4-18-96
- ----------------------                            ------     
Jeffery K. Hoelzel                                 Date

E. Thomas Hughes, Jr.*  Treasurer and Director    4-18-96
- ----------------------                            ------     
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  4-18-96
- ----------------------                            ------     
Matthew P. McCauley                                Date

Patrice L. Peltier*     Director                  4-18-96
- ----------------------                            ------     
Patrice L. Peltier                                 Date

John W. Barber*         Director                  4-18-96
- ----------------------                            ------     
John W. Barber                                     Date
</TABLE>





                                  *By: /S/ JEFFERY K. HOELZEL
                                       ____________________________________
                                         Jeffery K. Hoelzel Attorney-in-Fact


                          LIMITED POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that I, E. Thomas Hughes, Jr., a Director
of  Cova  Financial  Services  Life  Insurance  Company,  a  corporation  duly
organized  under the laws of the State of Missouri, do hereby appoint Lorry J.
Stensrud  and/or  Jeffery  K.  Hoelzel,  or  either  one  of  the  foregoing
individually,  as  my attorney and agent, for me, and in my name as a Director
of  this  Company  on  behalf  of the Company or otherwise, with full power to
execute,  deliver  and  file  with  the Securities and Exchange Commission all
documents  required  for  registration  of  variable annuity and variable life
insurance  contracts  under  the  Securities  Act of 1933, as amended, and the
registration  of  unit  investment  trusts under the Investment Company Act of
1940,  as amended, and to do and perform each and every act that said attorney
may  deem  necessary  or  advisable to comply with the intent of the aforesaid
Acts.

     WITNESS my hand this 15th day of April, 1996.


WITNESS:


/S/DEBRA J. FERGUSON                    /S/E. THOMAS HUGHES, JR.
________________________________        ______________________________________
                                           E. Thomas Hughes, Jr.


                          LIMITED POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that I, Lorry J. Stensrud, President and
a  Director  of  Cova Financial Services Life Insurance Company, a corporation
duly  organized  under  the  laws  of the State of Missouri, do hereby appoint
Jeffery  K.  Hoelzel  as  my  attorney  and  agent,  for me, and in my name as
President  and  a  Director  of  this  Company  on  behalf  of  the Company or
otherwise,  with  full  power to execute, deliver and file with the Securities
and  Exchange  Commission  all documents required for registration of variable
annuity  and  variable  life  insurance  contracts under the Securities Act of
1933,  as  amended,  and  the registration of unit investment trusts under the
Investment  Company  Act  of  1940, as amended, and to do and perform each and
every  act  that  said attorney may deem necessary or advisable to comply with
the intent of the aforesaid Acts.
     WITNESS my hand this 18th day of April, 1996.


WITNESS:


/S/ROBIN M. POKOP                      /S/LORRY J. STENSRUD
________________________________       ______________________________________
                                                 Lorry J. Stensrud


                          LIMITED POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that I, Jeffery K. Hoelzel, a Director of
Cova  Financial  Services Life Insurance Company, a corporation duly organized
under  the  laws of the State of Missouri, do hereby appoint Lorry J. Stensrud
as my attorney and agent, for me, and in my name as a Director of this Company
on behalf of the Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.
     WITNESS my hand this 11th day of April, 1996.


WITNESS:


/S/DELORES DELGADO                      /S/JEFFERY K. HOELZEL
________________________________        ______________________________________
                                                  Jeffery K. Hoelzel





                          LIMITED POWER OF ATTORNEY


          KNOW  ALL  MEN  BY THESE PRESENTS, that I, William C. Mair, Sr. Vice
President, Controller and a Director of Cova Financial Services Life Insurance
Company, a corporation duly organized under the laws of the State of Missouri,
do  hereby  appoint Lorry J. Stensrud and/or Jeffery K. Hoelzel, or either one
of  the  foregoing  individually,  as my attorney and agent, for me, and in my
name  as  Sr.  Vice  President,  Controller  and a Director of this Company on
behalf  of  the  Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.

     WITNESS my hand this 11th day of April, 1996.


WITNESS:



/S/DOLORES DELGADO                      /S/WILLIAM C. MAIR
________________________________        ______________________________________
                                           William C. Mair


                          LIMITED POWER OF ATTORNEY


       KNOW ALL MEN BY THESE PRESENTS, that I, Matthew P. McCauley, a Director
of  Cova  Financial  Services  Life  Insurance  Company,  a  corporation  duly
organized  under the laws of the State of Missouri, do hereby appoint Lorry J.
Stensrud  and/or  Jeffery  K.  Hoelzel,  or  either  one  of  the  foregoing
individually,  as  my attorney and agent, for me, and in my name as a Director
of  this  Company  on  behalf  of the Company or otherwise, with full power to
execute,  deliver  and  file  with  the Securities and Exchange Commission all
documents  required  for  registration  of  variable annuity and variable life
insurance  contracts  under  the  Securities  Act of 1933, as amended, and the
registration  of  unit  investment  trusts under the Investment Company Act of
1940,  as amended, and to do and perform each and every act that said attorney
may  deem  necessary  or  advisable to comply with the intent of the aforesaid
Acts.

     WITNESS my hand this 12th day of April, 1996.


WITNESS:



/S/VICTORIA A. QUINT                    /S/MATTHEW P. McCAULEY
________________________________        ______________________________________
                                           Matthew P. McCauley


                          LIMITED POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that I, Patrice L. Peltier, a Director of
Cova  Financial  Services Life Insurance Company, a corporation duly organized
under  the  laws of the State of Missouri, do hereby appoint Lorry J. Stensrud
and/or  Jeffery K. Hoelzel, or either one of the foregoing individually, as my
attorney  and  agent,  for me, and in my name as a Director of this Company on
behalf  of  the  Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.

     WITNESS my hand this 11th day of April, 1996.


WITNESS:



/S/REBECCA R. BEDORE                    /S/PATRICE L. PELTIER
________________________________        ______________________________________
                                                   Patrice L. Peltier


                          LIMITED POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that I, John W. Barber, a Director of
Cova  Financial  Services Life Insurance Company, a corporation duly organized
under  the  laws of the State of Missouri, do hereby appoint Lorry J. Stensrud
and/or  Jeffery K. Hoelzel, or either one of the foregoing individually, as my
attorney  and  agent,  for me, and in my name as a Director of this Company on
behalf  of  the  Company or otherwise, with full power to execute, deliver and
file  with  the  Securities and Exchange Commission all documents required for
registration  of  variable annuity and variable life insurance contracts under
the  Securities  Act  of  1933,  as  amended,  and  the  registration  of unit
investment trusts under the Investment Company Act of 1940, as amended, and to
do  and  perform  each  and every act that said attorney may deem necessary or
advisable to comply with the intent of the aforesaid Acts.

     WITNESS my hand this 15th day of April, 1996.


WITNESS:


/S/DELORES DELGADO                      /S/JOHN W. BARBER
________________________________        ______________________________________
                                           John W. Barber




                              INDEX TO EXHIBITS

EXHIBIT NO.

99.B9          Opinion and Consent of Counsel

99.B10         Consent of Independent Accountants

99.B13         Calculation of Performance Information

99.B14         Company Organizational Chart

27             Financial Data Schedule












                                   EXHIBITS

                                      TO

                        POST-EFFECTIVE AMENDMENT NO. 8

                                      TO

                                   FORM N-4

                                     FOR

                      COVA VARIABLE ANNUITY ACCOUNT ONE

                COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 24, 1996

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 Annuity Account One

Gentlemen:

You  have  requested our Opinion of Counsel in connection with the filing with
the  Securities  and  Exchange  Commission  of a Post-Effective Amendment to a
Registration  Statement  on  Form  N-4  for  the Fixed and Variable Annuity 
Contracts (the "Contracts") to be issued  by  Cova  Financial  Services  Life
Insurance Company and its separate account, Cova Variable Annuity 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  Financial Services Life Insurance Company is a valid and
existing stock life insurance company of the state of Missouri.

     2.  Cova Variable Annuity Account One is a separate investment account of
Cova  Financial  Services  Life Insurance Company created and validly existing
pursuant to the Missouri Laws and the Regulations thereunder.

     3.  Upon the acceptance of purchase payments made by an Owner pursuant to
a  Contract  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 Contract.

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 Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.


By: /S/ LYNN KORMAN STONE
    _____________________________________
    Lynn Korman Stone

                      CONSENT OF INDEPENDENT ACCOUNTANTS






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



We  consent  to the use of our reports included herein and to the reference to
our  firm  under  the  heading  "Experts"  in  the  statement  of  additional
information.


                                   KPMG PEAT MARWICK LLP


St. Louis, Missouri
April 23, 1996


COVA VARIABLE ANNUITY HYPOTHETICAL PERFORMANCE CALCULATIONS

A. ASSUMPTIONS

1.40% INSURANCE CHARGE
5.00% WITHDRAWAL  CHARGE
$30 CONTRACT MAINTENANCE CHARGE, ALLOCATED BASED ON THE AVERAGE POLICY SIZE OF
$30,000


B. PORTFOLIO PERFORMANCE

<TABLE>
<CAPTION>
<S>                      <C>     <C>    <C>
                         10 YR.
PORTFOLIO                OR ITD  5 YR.  1 YR.
- -----------------------  ------  -----  -----

ACTIVE EQUITY COMPOSITE   15.51  17.71  32.56
STRUCTURED STOCK
   SELECTION COMPOSITE    14.05  17.40  37.47
SMALL CAP DIRECTLY
INVESTED COMPOSITE        12.00  20.75  35.29
ACTIVE FIXED INCOME
    COMPOSITE              9.52   9.46  17.71
L.A. BOND DEBENTURE       10.10  16.00  17.50
 GAIMCO MONEY MARKET       6.46   4.82   6.17
- -----------------------  ------  -----  -----
</TABLE>



C. CALCULATIONS

                        NON-STANDARD                 STANDARD

<TABLE>
<CAPTION>
<S>                      <C>     <C>    <C>    <C>     <C>     <C>
                         10 YR.                10 YR.
PORTFOLIO                OR ITD  5 YR.  1 YR.  OR ITD  5 YR.   1 YR. 
- -----------------------  ------  -----  -----  ------  ------  ------

ACTIVE EQUITY COMPOSITE   14.11  16.31  31.16   14.01  11.71   26.06 
STRUCTURED STOCK
  SELECTION COMPOSITE     12.65  16.00  36.07   12.55  11.40   30.97 
SMALL CAP DIRECTLY
    INVESTED COMPOSITE    10.60  19.35  33.89   10.50  14.75   28.79 
ACTIVE FIXED INCOME
    COMPOSITE              8.12   8.06  16.31    8.02   3.46   11.21 
L.A. BOND DEBENTURE        8.70  14.60  16.10    8.60  10.00   11.00 
 GAIMCO MONEY MARKET       5.06   3.42   4.77    4.96  (1.18)  (0.33)
- -----------------------  ------  -----  -----  ------  ------  ------
</TABLE>

COVA VARIABLE ANNUITY ACTUAL PERFORMANCE CALCULATIONS

<TABLE>
<CAPTION>
<S>                <C>                       <C>   <C>         <C>         <C>           <C>         <C>
                                                               Monthly     Returns
                                                               Variable    Annuity -        5 Years
                                                   Original    Purchase -  12/31/90
                                                               Valuation   Date -          12/29/95
QUALITY INCOME                                                             Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00    10.618874       94.172       94.172  $ 1,000.00
12/31/91           Contract Fee                        (7.44)   12.020179       (0.619)      93.553  $ 1,124.52
12/31/92           Contract Fee                        (7.23)   12.753941       (0.567)      92.986  $ 1,185.94
12/31/93           Contract Fee                        (6.79)   13.965941       (0.486)      92.500  $ 1,291.84
12/30/94           Contract Fee                        (6.58)   13.170448       (0.499)      92.000  $ 1,211.69
12/29/95           Contract Fee                        (6.51)   15.331971       (0.424)      91.576  $ 1,404.04
12/29/95           Value before Wthdrwl Chg                     15.331971        0.000       91.576  $ 1,404.04
12/29/95           Withdrawl Charge          0.05    ($45.00)   15.331971       (2.935)      88.641  $ 1,359.04
12/29/95           Remaining Value                              15.331971        0.000       88.641  $ 1,359.04


HIGH YIELD                                                                 Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00    10.064260       99.362       99.362  $ 1,000.00
12/31/91           Contract Fee                        (7.89)   12.754429       (0.619)      98.743  $ 1,259.41
12/31/92           Contract Fee                        (8.50)   14.990335       (0.567)      98.175  $ 1,471.68
12/31/93           Contract Fee                        (8.76)   18.020405       (0.486)      97.689  $ 1,760.40
12/30/94           Contract Fee                        (8.48)   16.977032       (0.499)      97.190  $ 1,650.00
12/29/95           Contract Fee                        (8.29)   19.522535       (0.424)      96.765  $ 1,889.11
12/29/95           Value before Wthdrwl Chg                     19.522535        0.000       96.765  $ 1,889.11
12/29/95           Withdrawl Charge          0.05    ($45.00)   19.522535       (2.305)      94.460  $ 1,844.11
12/29/95           Remaining Value                              19.522535        0.000       94.460  $ 1,844.11



GROWTH AND INCOME                                                          Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00    10.146589       98.555       98.555  $ 1,000.00
12/31/91           Contract Fee                        (7.88)   12.725687       (0.619)      97.936  $ 1,246.31
12/31/92           Contract Fee                        (8.23)   14.504325       (0.567)      97.369  $ 1,412.27
12/31/93           Contract Fee                        (7.99)   16.424494       (0.486)      96.883  $ 1,591.25
12/30/94           Contract Fee                        (8.31)   16.642028       (0.499)      96.384  $ 1,604.02
12/29/95           Contract Fee                        (9.04)   21.306277       (0.424)      95.959  $ 2,044.53
12/29/95           Value before Wthdrwl Chg                     21.306277        0.000       95.959  $ 2,044.53
12/29/95           Withdrawl Charge          0.05    ($45.00)   21.306277       (2.112)      93.847  $ 1,999.53
12/29/95           Remaining Value                              21.306277        0.000       93.847  $ 1,999.53



GLOBAL EQUITY                                                              Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00     9.793410      102.109      102.109  $ 1,000.00
12/31/91           Contract Fee                        (6.79)   10.970468       (0.619)     101.491  $ 1,113.40
12/31/92           Contract Fee                        (6.04)   10.643098       (0.567)     100.923  $ 1,074.14
12/31/93           Contract Fee                        (6.46)   13.294084       (0.486)     100.437  $ 1,335.22
12/30/94           Contract Fee                        (6.64)   13.298544       (0.499)      99.938  $ 1,329.03
12/29/95           Contract Fee                        (6.16)   14.517502       (0.424)      99.513  $ 1,444.69
12/29/95           Value before Wthdrwl Chg                     14.517502        0.000       99.513  $ 1,444.69
12/29/95           Withdrawl Charge          0.05    ($45.00)   14.517502       (3.100)      96.414  $ 1,399.69
12/29/95           Remaining Value                              14.517502        0.000       96.414  $ 1,399.69
</TABLE>


<TABLE>
<CAPTION>
<S>                 <C>                  <C>           <C>
                    VA Standard 5 Year   Return
                    Valuation Date -         12/29/95
                    ANNUALIZED
                                         Total Value   Total
Portfolio           Purchase Amount      Units Held    Return
- ------------------  -------------------  ------------  -------
Quality Income      $          1,000.00  $   1,359.04    6.33%
High Yield          $          1,000.00  $   1,844.11   13.02%
LA Growth & Income  $          1,000.00  $   1,999.53   14.86%
LA Global Equity    $          1,000.00  $   1,399.69    6.96%
</TABLE>


<TABLE>
<CAPTION>
<S>                <C>                       <C>   <C>         <C>         <C>           <C>         <C>
                                                               Monthly     Returns
                                                               Variable    Annuity -        5 Years
                                                   Original    Purchase -  12/31/90
                                                               Valuation   Date -          12/29/95
QUALITY INCOME                                                             Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00    10.618874       94.172       94.172  $ 1,000.00
12/31/91           Contract Fee                                 12.020179        0.000       94.172  $ 1,131.96
12/31/92           Contract Fee                                 12.753941        0.000       94.172  $ 1,201.06
12/31/93           Contract Fee                                 13.965941        0.000       94.172  $ 1,315.20
12/30/94           Contract Fee                                 13.170448        0.000       94.172  $ 1,240.29
12/29/95           Contract Fee                                 15.331971        0.000       94.172  $ 1,443.84
12/29/95           Value before Wthdrwl Chg                     15.331971        0.000       94.172  $ 1,443.84
12/29/95           Withdrawl Charge          0.05    ($45.00)   15.331971       (2.935)      91.237  $ 1,398.84
12/29/95           Remaining Value                              15.331971        0.000       91.237  $ 1,398.84


HIGH YIELD                                                                 Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00    10.064260       99.362       99.362  $ 1,000.00
12/31/91           Contract Fee                                 12.754429        0.000       99.362  $ 1,267.30
12/31/92           Contract Fee                                 14.990335        0.000       99.362  $ 1,489.46
12/31/93           Contract Fee                                 18.020405        0.000       99.362  $ 1,790.53
12/30/94           Contract Fee                                 16.977032        0.000       99.362  $ 1,686.86
12/29/95           Contract Fee                                 19.522535        0.000       99.362  $ 1,939.79
12/29/95           Value before Wthdrwl Chg                     19.522535        0.000       99.362  $ 1,939.79
12/29/95           Withdrawl Charge          0.05    ($45.00)   19.522535       (2.305)      97.056  $ 1,894.79
12/29/95           Remaining Value                              19.522535        0.000       97.056  $ 1,894.79



GROWTH AND INCOME                                                          Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00    10.146589       98.555       98.555  $ 1,000.00
12/31/91           Contract Fee                                 12.725687        0.000       98.555  $ 1,254.18
12/31/92           Contract Fee                                 14.504325        0.000       98.555  $ 1,429.48
12/31/93           Contract Fee                                 16.424494        0.000       98.555  $ 1,618.72
12/30/94           Contract Fee                                 16.642028        0.000       98.555  $ 1,640.16
12/29/95           Contract Fee                                 21.306277        0.000       98.555  $ 2,099.85
12/29/95           Value before Wthdrwl Chg                     21.306277        0.000       98.555  $ 2,099.85
12/29/95           Withdrawl Charge          0.05    ($45.00)   21.306277       (2.112)      96.443  $ 2,054.85
12/29/95           Remaining Value                              21.306277        0.000       96.443  $ 2,054.85



GLOBAL EQUITY                                                              Units This    Total       Total
- -----------------                                                                                              
Date               Transaction Type          Rate  Amount      Unit Value  Transaction   Units Held  Value
- -----------------  ------------------------  ----  ----------  ----------  ------------  ----------  ----------
12/31/90           Purchase                        $1,000.00     9.793410      102.109      102.109  $ 1,000.00
12/31/91           Contract Fee                                 10.970468        0.000      102.109  $ 1,120.19
12/31/92           Contract Fee                                 10.643098        0.000      102.109  $ 1,086.76
12/31/93           Contract Fee                                 13.294084        0.000      102.109  $ 1,357.45
12/30/94           Contract Fee                                 13.298544        0.000      102.109  $ 1,357.91
12/29/95           Contract Fee                                 14.517502        0.000      102.109  $ 1,482.37
12/29/95           Value before Wthdrwl Chg                     14.517502        0.000      102.109  $ 1,482.37
12/29/95           Withdrawl Charge          0.05    ($45.00)   14.517502       (3.100)      99.010  $ 1,437.37
12/29/95           Remaining Value                              14.517502        0.000       99.010  $ 1,437.37


</TABLE>



<TABLE>
<CAPTION>
<S>                 <C>                   <C>           <C>
                    Non-Standard 5 Year   Return
                    Valuation Date -          12/29/95
                    ANNUALIZED
                                          Total Value   Total
Portfolio           Purchase Amount       Units Held    Return
- ------------------  --------------------  ------------  -------
Quality Income      $           1,000.00  $   1,443.84    7.62%
High Yield          $           1,000.00  $   1,939.79   14.17%
LA Growth & Income  $           1,000.00  $   2,099.85   15.99%
LA Global Equity    $           1,000.00  $   1,482.37    8.19%
</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>                       <C>       <C>          <C>          <C>              <C>
                                                                      Monthly      Returns
                                                         Variable     Annuity -    Since            Inception
                                                                      Original     Purchase -         12/11/89
                                               (4/09/90  for G.E.,    7/01/91 for  M.M., 11/01/91   for S.I.,
                                                                      Valuation    Date -             12/29/95
QUALITY INCOME                                                                     Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
12/11/89             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                             (7.88)    10.642864          (0.740)      99.260
12/11/91             Contract Fee                             (5.34)    11.793541          (0.453)      98.807
12/11/92             Contract Fee                             (4.52)    12.690512          (0.356)      98.451
12/11/93             Contract Fee                             (4.40)    13.997342          (0.314)      98.136
12/11/94             Contract Fee                             (4.29)    13.179662          (0.326)      97.811
12/11/95             Contract Fee                             -4.07     15.200779          (0.268)      97.543
12/29/95             Value before Wthdrwl Chg                           15.331971           0.000       97.543
12/29/95             Withdrawl Charge              0.05     ($49.09)    15.331971          (3.202)      94.341
12/29/95             Remaining Value                                    15.331971           0.000       94.341

HIGH YIELD                                                                         Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
12/11/89             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                             (7.43)    10.038196          (0.740)      99.260
12/11/91             Contract Fee                             (5.72)    12.639788          (0.453)      98.807
12/11/92             Contract Fee                             (5.31)    14.896607          (0.356)      98.451
12/11/93             Contract Fee                             (5.64)    17.930469          (0.315)      98.136
12/11/94             Contract Fee                             (5.47)    16.825188          (0.325)      97.811
12/11/95             Contract Fee                              -5.2     19.405032          (0.268)      97.543
12/29/95             Value before Wthdrwl Chg                           19.522535           0.000       97.543
12/29/95             Withdrawl Charge              0.05     ($50.21)    19.522535          (2.572)      94.971
12/29/95             Remaining Value                                    19.522535           0.000       94.971



GROWTH AND INCOME                                                                  Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
12/11/89             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                             (7.39)     9.991916          (0.740)      99.260
12/11/91             Contract Fee                             (5.26)    11.635826          (0.452)      98.808
12/11/92             Contract Fee                             (5.07)    14.232895          (0.356)      98.452
12/11/93             Contract Fee                             (5.10)    16.227131          (0.314)      98.138
12/11/94             Contract Fee                             (5.25)    16.145116          (0.325)      97.813
12/11/95             Contract Fee                              -5.7     21.265128          (0.268)      97.545
12/29/95             Value before Wthdrwl Chg                           21.306277           0.000       97.545
12/29/95             Withdrawl Charge              0.05     ($50.68)    21.306277          (2.379)      95.166
12/29/95             Remaining Value                                    21.306277           0.000       95.166


GLOBAL EQUITY                                                                      Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
04/09/90             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                             (7.30)     9.869362          (0.740)      99.260
12/11/91             Contract Fee                             (4.71)    10.418470          (0.452)      98.808
12/11/92             Contract Fee                             (3.74)    10.496291          (0.356)      98.452
12/11/93             Contract Fee                             (4.10)    13.030212          (0.315)      98.137
12/11/94             Contract Fee                             (4.25)    13.082656          (0.325)      97.812
12/11/95             Contract Fee                             -3.83     14.285390          (0.268)      97.544
12/29/95             Value before Wthdrwl Chg                           14.517502           0.000       97.544
12/29/95             Withdrawl Charge              0.05     ($48.87)    14.517502          (3.366)      94.178
12/29/95             Remaining Value                                    14.517502           0.000       94.178


STOCK INDEX                                                                        Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
11/01/91             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/91             Contract Fee                             (4.36)     9.641255          (0.452)      99.548
12/11/92             Contract Fee                             (3.94)    11.042649          (0.357)      99.191
12/11/93             Contract Fee                             (3.73)    11.858110          (0.315)      98.876
12/11/94             Contract Fee                             (3.71)    11.401457          (0.325)      98.551
12/11/95             Contract Fee                             -4.25     15.871130          (0.268)      98.283
12/29/95             Value before Wthdrwl Chg                           15.773906           0.000       98.283
12/29/95             Withdrawl Charge              0.05     ($49.21)    15.773906          (3.120)      95.164
12/29/95             Remaining Value                                    15.773906           0.000       95.164


MONEY MARKET
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
07/01/91             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/91             Contract Fee                             (4.61)    10.188527          (0.452)      99.548
12/11/92             Contract Fee                             (3.72)    10.449186          (0.356)      99.192
12/11/93             Contract Fee                             (3.34)    10.617015          (0.315)      98.877
12/11/94             Contract Fee                             (3.53)    10.871571          (0.325)      98.553
12/11/95             Contract Fee                             -3.06     11.397944          (0.268)      98.284
12/29/95             Value before Wthdrwl Chg                           11.425133           0.000       98.284
12/29/95             Withdrawl Charge              0.05     ($48.05)    11.425133          (4.205)      94.078
12/29/95             Remaining Value                                    11.425133           0.000       94.078


VKM GROWTH & INCOME                                                                Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
05/01/92             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/92             Contract Fee                             (3.69)    10.352054          (0.356)      99.644
12/11/93             Contract Fee                             (3.71)    11.795195          (0.315)      99.329
12/11/94             Contract Fee                             (3.50)    10.773452          (0.325)      99.004
12/11/95             Contract Fee                             -3.89     14.498752          (0.268)      98.736
12/29/95             Value before Wthdrwl Chg                           14.608904           0.000       98.736
12/29/95             Withdrawl Charge              0.05     ($48.90)    14.608904          (3.347)      95.389
12/29/95             Remaining Value                                    14.608904           0.000       95.389




<S>                  <C>




                      05/01/92 for G.R.)


QUALITY INCOME       Total
- -------------------                     
Date                 Value
- -------------------  -------------------
12/11/89             $          1,000.00
12/11/90             $          1,056.41
12/11/91             $          1,165.28
12/11/92             $          1,249.39
12/11/93             $          1,373.65
12/11/94             $          1,289.11
12/11/95             $          1,482.73
12/29/95             $          1,495.53
12/29/95             $          1,446.44
12/29/95             $          1,446.44

HIGH YIELD           Total
- -------------------                     
Date                 Value
- -------------------  -------------------
12/11/89             $          1,000.00
12/11/90             $            996.39
12/11/91             $          1,248.90
12/11/92             $          1,466.58
12/11/93             $          1,759.63
12/11/94             $          1,645.69
12/11/95             $          1,892.83
12/29/95             $          1,904.29
12/29/95             $          1,854.08
12/29/95             $          1,854.08



GROWTH AND INCOME    Total
- -------------------                     
Date                 Value
- -------------------  -------------------
12/11/89             $          1,000.00
12/11/90             $            991.80
12/11/91             $          1,149.72
12/11/92             $          1,401.26
12/11/93             $          1,592.50
12/11/94             $          1,579.20
12/11/95             $          2,074.30
12/29/95             $          2,078.31
12/29/95             $          2,027.63
12/29/95             $          2,027.63


GLOBAL EQUITY        Total
- -------------------                     
Date                 Value
- -------------------  -------------------
04/09/90             $          1,000.00
12/11/90             $            979.64
12/11/91             $          1,029.43
12/11/92             $          1,033.38
12/11/93             $          1,278.75
12/11/94             $          1,279.65
12/11/95             $          1,393.46
12/29/95             $          1,416.10
12/29/95             $          1,367.23
12/29/95             $          1,367.23


STOCK INDEX          Total
- -------------------                     
Date                 Value
- -------------------  -------------------
11/01/91             $          1,000.00
12/11/91             $            959.77
12/11/92             $          1,095.33
12/11/93             $          1,172.49
12/11/94             $          1,123.63
12/11/95             $          1,559.87
12/29/95             $          1,550.31
12/29/95             $          1,501.10
12/29/95             $          1,501.10


MONEY MARKET
- -------------------                     
Date                 Value
- -------------------  -------------------
07/01/91             $          1,000.00
12/11/91             $          1,014.24
12/11/92             $          1,036.47
12/11/93             $          1,049.78
12/11/94             $          1,071.42
12/11/95             $          1,120.23
12/29/95             $          1,122.91
12/29/95             $          1,074.86
12/29/95             $          1,074.86


VKM GROWTH & INCOME  Total
- -------------------                     
Date                 Value
- -------------------  -------------------
05/01/92             $          1,000.00
12/11/92             $          1,031.52
12/11/93             $          1,171.61
12/11/94             $          1,066.62
12/11/95             $          1,431.55
12/29/95             $          1,442.42
12/29/95             $          1,393.53
12/29/95             $          1,393.53
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>                  <C>              <C>
                     Standard Inception   to Date Return
                     Valuation Date -            12/29/95
                     ANNUALIZED
                                          Total Value      Total
Portfolio            Purchase Amount      Units Held       Return
- -------------------  -------------------  ---------------  -------
Quality Income       $          1,000.00  $      1,446.44    6.29%
High Yield           $          1,000.00  $      1,854.08   10.73%
LA Growth & Income   $          1,000.00  $      2,027.63   12.38%
LA Global Equity     $          1,000.00  $      1,367.23    5.61%
Stock Index          $          1,000.00  $      1,501.10   10.25%
Money Market         $          1,000.00  $      1,074.86    1.62%
VKM Growth & Income  $          1,000.00  $      1,393.53    9.54%
</TABLE>




<TABLE>
<CAPTION>
<S>                  <C>                       <C>       <C>          <C>          <C>              <C>
                                                                      Monthly      Returns
                                                         Variable     Annuity -    Since            Inception
                                                                      Original     Pruchase -       12/11/89
                                               (4/09/90  for G.E.,    7/01/91 for  M.M., 11/01/91   for S.I.,
                                                                      Valuation    Date -           12/29/95
QUALITY INCOME                                                                     Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
12/11/89             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                                       10.642864           0.000      100.000
12/11/91             Contract Fee                                       11.793541           0.000      100.000
12/11/92             Contract Fee                                       12.690512           0.000      100.000
12/11/93             Contract Fee                                       13.997342           0.000      100.000
12/11/94             Contract Fee                                       13.179662           0.000      100.000
12/11/95             Contract Fee                                       15.200779           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           15.331971           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($49.09)    15.331971          (3.202)      96.798
12/29/95             Remaining Value                                    15.331971           0.000       96.798

HIGH YIELD                                                                         Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
12/11/89             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                                       10.038196           0.000      100.000
12/11/91             Contract Fee                                       12.639788           0.000      100.000
12/11/92             Contract Fee                                       14.896607           0.000      100.000
12/11/93             Contract Fee                                       17.930469           0.000      100.000
12/11/94             Contract Fee                                       16.825188           0.000      100.000
12/11/95             Contract Fee                                       19.405032           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           19.522535           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($50.21)    19.522535          (2.572)      97.428
12/29/95             Remaining Value                                    19.522535           0.000       97.428



GROWTH AND INCOME                                                                  Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
12/11/89             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                                        9.991916           0.000      100.000
12/11/91             Contract Fee                                       11.635826           0.000      100.000
12/11/92             Contract Fee                                       14.232895           0.000      100.000
12/11/93             Contract Fee                                       16.227131           0.000      100.000
12/11/94             Contract Fee                                       16.145116           0.000      100.000
12/11/95             Contract Fee                                       21.265128           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           21.306277           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($50.68)    21.306277          (2.379)      97.621
12/29/95             Remaining Value                                    21.306277           0.000       97.621



GLOBAL EQUITY                                                                      Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
04/09/90             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/90             Contract Fee                                        9.869362           0.000      100.000
12/11/91             Contract Fee                                       10.418470           0.000      100.000
12/11/92             Contract Fee                                       10.496291           0.000      100.000
12/11/93             Contract Fee                                       13.030212           0.000      100.000
12/11/94             Contract Fee                                       13.082656           0.000      100.000
12/11/95             Contract Fee                                       14.285390           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           14.517502           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($48.87)    14.517502          (3.366)      96.634
12/29/95             Remaining Value                                    14.517502           0.000       96.634


STOCK INDEX                                                                        Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
11/01/91             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/91             Contract Fee                                        9.641255           0.000      100.000
12/11/92             Contract Fee                                       11.042649           0.000      100.000
12/11/93             Contract Fee                                       11.858110           0.000      100.000
12/11/94             Contract Fee                                       11.401457           0.000      100.000
12/11/95             Contract Fee                                       15.871130           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           15.773906           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($49.21)    15.773906          (3.120)      96.880
12/29/95             Remaining Value                                    15.773906           0.000       96.880


MONEY MARKET
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
07/01/91             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/91             Contract Fee                                       10.188527           0.000      100.000
12/11/92             Contract Fee                                       10.449186           0.000      100.000
12/11/93             Contract Fee                                       10.617015           0.000      100.000
12/11/94             Contract Fee                                       10.871571           0.000      100.000
12/11/95             Contract Fee                                       11.397944           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           11.425133           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($48.05)    11.425133          (4.205)      95.795
12/29/95             Remaining Value                                    11.425133           0.000       95.795


VKM GROWTH & INCOME                                                                Units This       Total
- -------------------                                                                                           
Date                 Transaction Type          Rate      Amount       Unit Value   Transaction      Units Held
- -------------------  ------------------------  --------  -----------  -----------  ---------------  ----------
05/01/92             Purchase                            $ 1,000.00     10.000000         100.000      100.000
12/11/92             Contract Fee                                       10.352054           0.000      100.000
12/11/93             Contract Fee                                       11.795195           0.000      100.000
12/11/94             Contract Fee                                       10.773452           0.000      100.000
12/11/95             Contract Fee                                       14.498752           0.000      100.000
12/29/95             Value before Wthdrwl Chg                           14.608904           0.000      100.000
12/29/95             Withdrawl Charge              0.05     ($48.90)    14.608904          (3.347)      96.653
12/29/95             Remaining Value                                    14.608904           0.000       96.653




<S>                  <C>




                      05/01/92 for G.R.)


QUALITY INCOME       Total
- -------------------                     
Date                 Value
- -------------------  -------------------
12/11/89             $          1,000.00
12/11/90             $          1,064.29
12/11/91             $          1,179.35
12/11/92             $          1,269.05
12/11/93             $          1,399.73
12/11/94             $          1,317.97
12/11/95             $          1,520.08
12/29/95             $          1,533.20
12/29/95             $          1,484.11
12/29/95             $          1,484.11

HIGH YIELD           Total
- -------------------                     
Date                 Value
- -------------------  -------------------
12/11/89             $          1,000.00
12/11/90             $          1,003.82
12/11/91             $          1,263.98
12/11/92             $          1,489.66
12/11/93             $          1,793.05
12/11/94             $          1,682.52
12/11/95             $          1,940.50
12/29/95             $          1,952.25
12/29/95             $          1,902.05
12/29/95             $          1,902.05



GROWTH AND INCOME    Total
- -------------------                     
Date                 Value
- -------------------  -------------------
12/11/89             $          1,000.00
12/11/90             $            999.19
12/11/91             $          1,163.58
12/11/92             $          1,423.29
12/11/93             $          1,622.71
12/11/94             $          1,614.51
12/11/95             $          2,126.51
12/29/95             $          2,130.63
12/29/95             $          2,079.95
12/29/95             $          2,079.95



GLOBAL EQUITY        Total
- -------------------                     
Date                 Value
- -------------------  -------------------
04/09/90             $          1,000.00
12/11/90             $            986.94
12/11/91             $          1,041.85
12/11/92             $          1,049.63
12/11/93             $          1,303.02
12/11/94             $          1,308.27
12/11/95             $          1,428.54
12/29/95             $          1,451.75
12/29/95             $          1,402.88
12/29/95             $          1,402.88


STOCK INDEX          Total
- -------------------                     
Date                 Value
- -------------------  -------------------
11/01/91             $          1,000.00
12/11/91             $            964.13
12/11/92             $          1,104.26
12/11/93             $          1,185.81
12/11/94             $          1,140.15
12/11/95             $          1,587.11
12/29/95             $          1,577.39
12/29/95             $          1,528.18
12/29/95             $          1,528.18


MONEY MARKET
- -------------------                     
Date                 Value
- -------------------  -------------------
07/01/91             $          1,000.00
12/11/91             $          1,018.85
12/11/92             $          1,044.92
12/11/93             $          1,061.70
12/11/94             $          1,087.16
12/11/95             $          1,139.79
12/29/95             $          1,142.51
12/29/95             $          1,094.47
12/29/95             $          1,094.47


VKM GROWTH & INCOME  Total
- -------------------                     
Date                 Value
- -------------------  -------------------
05/01/92             $          1,000.00
12/11/92             $          1,035.21
12/11/93             $          1,179.52
12/11/94             $          1,077.35
12/11/95             $          1,449.88
12/29/95             $          1,460.89
12/29/95             $          1,411.99
12/29/95             $          1,411.99
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>                      <C>              <C>
                     Non-Standard Inception   to Date Return
                     Valuation Date -         12/29/95
                     ANNUALIZED
                                              Total Value      Total
Portfolio            Purchase Amount          Units Held       Return
- -------------------  -----------------------  ---------------  -------
Quality Income       $              1,000.00  $      1,533.20    7.31%
High Yield           $              1,000.00  $      1,952.25   11.68%
LA Growth & Income   $              1,000.00  $      2,130.63   13.31%
LA Global Equity     $              1,000.00  $      1,451.75    6.72%
Stock Index          $              1,000.00  $      1,577.39   11.57%
Money Market         $              1,000.00  $      1,142.51    3.00%
VKM Growth & Income  $              1,000.00  $      1,460.89   10.97%
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                  Monthly     Returns
                                                     Variable     Annuity     Year-to-Date
                                                     Original     Purchase -  12/31/94 
                                                     Valuation    Date -      12/31/95 
QUALITY INCOME                                                                Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    13.170448        75.928       75.928  $1,000.00
12/29/95             Value before Wthdrwl Chg                      15.331971         0.000       75.928  $1,164.12
12/29/95             Withdrawl Charge          0.05     ($50.00)   15.331971        (3.261)      72.668  $1,114.12
12/29/95             Contract Fee                        ($4.09)   15.331971        (0.267)      72.400  $1,110.03
12/29/95             Remaining Value                               15.331971         0.000       72.400  $1,110.03


HIGH YIELD                                                                    Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    16.977032        58.903       58.903  $1,000.00
12/29/95             Value before Wthdrwl Chg                      19.522535         0.000       58.903  $1,149.94
12/29/95             Withdrawl Charge          0.05     ($50.00)   19.522535        (2.561)      56.342  $1,099.94
12/29/95             Contract Fee                        ($5.21)   19.522535        (0.267)      56.075  $1,094.73
12/29/95             Remaining Value                               19.522535         0.000       56.075  $1,094.73


GROWTH AND INCOME                                                             Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    16.642028        60.089       60.089  $1,000.00
12/29/95             Value before Wthdrwl Chg                      21.306277         0.000       60.089  $1,280.27
12/29/95             Withdrawl Charge          0.05     ($50.00)   21.306277        (2.347)      57.742  $1,230.27
12/29/95             Contract Fee                        ($5.68)   21.306277        (0.267)      57.475  $1,224.59
12/29/95             Remaining Value                               21.306277         0.000       57.475  $1,224.59


GLOBAL EQUITY                                                                 Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    13.298544        75.196       75.196  $1,000.00
12/29/95             Value before Wthdrwl Chg                      14.517502         0.000       75.196  $1,091.66
12/29/95             Withdrawl Charge          0.05     ($50.00)   14.517502        (3.444)      71.752  $1,041.66
12/29/95             Contract Fee                        ($3.87)   14.517502        (0.287)      71.485  $1,037.79
12/29/95             Remaining Value                               14.517502         0.000       71.485  $1,037.79

STOCK INDEX                                                                   Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    11.679303        85.622       85.622  $1,000.00
12/29/95             Value before Wthdrwl Chg                      15.773906         0.000       85.622  $1,350.59
12/29/95             Withdrawl Charge          0.05     ($50.00)   15.773906        (3.170)      82.452  $1,300.59
12/29/95             Contract Fee                        ($4.21)   15.773906        (0.267)      82.185  $1,296.38
12/29/95             Remaining Value                               15.773906         0.000       82.185  $1,296.38


MONEY MARKET                                                                  Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    10.896621        91.772       91.772  $1,000.00
12/29/95             Value before Wthdrwl Chg                      11.425133         0.000       91.772  $1,048.50
12/29/95             Withdrawl Charge          0.05     ($50.00)   11.425133        (4.376)      87.395  $  998.50
12/29/95             Contract Fee                        ($3.05)   11.425133        (0.267)      87.129  $  995.46
12/29/95             Remaining Value                               11.425133         0.000       87.129  $  995.46


VKM GROWTH & INCOME                                                           Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    11.195845        89.319       89.319  $1,000.00
12/29/95             Value before Wthdrwl Chg                      14.608904         0.000       89.319  $1,304.85
12/29/95             Withdrawl Charge          0.05     ($50.00)   14.608904        (3.423)      85.896  $1,254.85
12/29/95             Contract Fee                        ($3.90)   14.608904        (0.267)      85.630  $1,250.95
12/29/95             Remaining Value                               14.608904         0.000       85.630  $1,250.95
</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>                 <C>              <C>
                     Non-Standard Year   to Date Return
                     Valuation Date -    12/29/95
                                         Total Value      Total
Portfolio            Purchase Amount     Units Held       Return
- -------------------  ------------------  ---------------  -------
Quality Income       $         1,000.00  $      1,164.12   16.41%
High Yield           $         1,000.00  $      1,149.94   14.99%
LA Growth & Income   $         1,000.00  $      1,280.27   28.03%
LA Global Equity     $         1,000.00  $      1,091.66    9.17%
Stock Index          $         1,000.00  $      1,350.59   35.06%
Money Market         $         1,000.00  $      1,048.50    4.85%
VKM Growth & Income  $         1,000.00  $      1,304.85   30.49%
</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                  Monthly     Returns
                                                     Variable     Annuity     Year-to-Date
                                                     Original     Purchase -  12/31/94 
                                                     Valuation    Date -      12/31/95 
QUALITY INCOME                                                                Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    13.170448        75.928       75.928  $1,000.00
12/29/95             Value before Wthdrwl Chg                      15.331971         0.000       75.928  $1,164.12
12/29/95             Withdrawl Charge          0.05     ($50.00)   15.331971        (3.261)      72.666  $1,114.12
12/29/95             Contract Fee                        ($4.09)   15.331971        (0.267)      72.400  $1,110.03
12/29/95             Remaining Value                               15.331971         0.000       72.400  $1,110.03


HIGH YIELD                                                                    Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    16.977032        58.903       58.903  $1,000.00
12/29/95             Value before Wthdrwl Chg                      19.522535         0.000       58.903  $1,149.94
12/29/95             Withdrawl Charge          0.05     ($50.00)   19.522535        (2.561)      56.342  $1,099.94
12/29/95             Contract Fee                        ($5.21)   19.522535        (0.267)      56.075  $1,094.73
12/29/95             Remaining Value                               19.522535         0.000       56.075  $1,094.73


GROWTH AND INCOME                                                             Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    16.642028        60.089       60.089  $1,000.00
12/29/95             Value before Wthdrwl Chg                      21.306277         0.000       60.089  $1,280.27
12/29/95             Withdrawl Charge          0.05     ($50.00)   21.306277        (2.347)      57.742  $1,230.27
12/29/95             Contract Fee                        ($5.68)   21.306277        (0.267)      57.475  $1,224.59
12/29/95             Remaining Value                               21.306277         0.000       57.475  $1,224.59


GLOBAL EQUITY                                                                 Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    13.298544        75.196       75.196  $1,000.00
12/29/95             Value before Wthdrwl Chg                      14.517502         0.000       75.196  $1,091.66
12/29/95             Withdrawl Charge          0.05     ($50.00)   14.517502        (3.444)      71.752  $1,041.66
12/29/95             Contract Fee                        ($3.87)   14.517502        (0.287)      71.485  $1,037.79
12/29/95             Remaining Value                               14.517502         0.000       71.485  $1,037.79

STOCK INDEX                                                                   Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    11.679303        85.622       85.622  $1,000.00
12/29/95             Value before Wthdrwl Chg                      15.773906         0.000       85.622  $1,350.59
12/29/95             Withdrawl Charge          0.05     ($50.00)   15.773906        (3.170)      82.452  $1,300.59
12/29/95             Contract Fee                        ($4.21)   15.773906        (0.267)      82.185  $1,296.38
12/29/95             Remaining Value                               15.773906         0.000       82.185  $1,296.38


MONEY MARKET                                                                  Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    10.896621        91.772       91.772  $1,000.00
12/29/95             Value before Wthdrwl Chg                      11.425133         0.000       91.772  $1,048.50
12/29/95             Withdrawl Charge          0.05     ($50.00)   11.425133        (4.376)      87.395  $  998.50
12/29/95             Contract Fee                        ($3.05)   11.425133        (0.267)      87.129  $  995.46
12/29/95             Remaining Value                               11.425133         0.000       87.129  $  995.46


VKM GROWTH & INCOME                                                           Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/94             Purchase                        $ 1,000.00    11.195845        89.319       89.319  $1,000.00
12/29/95             Value before Wthdrwl Chg                      14.608904         0.000       89.319  $1,304.85
12/29/95             Withdrawl Charge          0.05     ($50.00)   14.608904        (3.423)      85.896  $1,254.85
12/29/95             Contract Fee                        ($3.90)   14.608904        (0.267)      85.630  $1,250.95
12/29/95             Remaining Value                               14.608904         0.000       85.630  $1,250.95
</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>                <C>           <C>
                     Standard Year to   Date Return
                     Valuation Date -   12/29/95
                                        Total Value   Total
Portfolio            Purchase Amount    Units Held    Return
- -------------------  -----------------  ------------  -------
Quality Income       $        1,000.00  $   1,110.03   11.00%
High Yield           $        1,000.00  $   1,094.73    9.47%
LA Growth & Income   $        1,000.00  $   1,224.59   22.46%
LA Global Equity     $        1,000.00  $   1,037.79    3.78%
Stock Index          $        1,000.00  $   1,296.38   29.64%
Money Market         $        1,000.00  $     995.46   -0.45%
VKM Growth & Income  $        1,000.00  $   1,250.95   25.10%
</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                  Monthly     Returns
                                                     Variable     Annuity     Year-to-Date
                                                     Original     Purchase -      12/31/93 
                                                     Valuation    Date -          12/31/94 

QUALITY INCOME                                                                Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    13.965941        71.603       71.603  $1,000.00
12/31/94             Value before Wthdrwl Chg                      13.170448         0.000       71.603  $  943.04
12/31/94             Withdrawl Charge          0.05     ($50.00)   13.170448        (3.796)      67.806  $  893.04
12/31/94             Contract Fee                        ($4.21)   13.170448        (0.320)      67.487  $  888.83
12/31/94             Remaining Value                               13.170448         0.000       67.487  $  888.83


HIGH YIELD                                                                    Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    18.020405        55.493       55.493  $1,000.00
12/31/94             Value before Wthdrwl Chg                      16.977032         0.000       55.493  $  942.10
12/31/94             Withdrawl Charge          0.05     ($50.00)   16.977032        (2.945)      52.547  $  892.10
12/31/94             Contract Fee                        ($5.42)   16.977032        (0.320)      52.228  $  886.68
12/31/94             Remaining Value                               16.977032         0.000       52.228  $  886.68


GROWTH AND INCOME                                                             Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    16.424494        60.885       60.885  $1,000.00
12/31/94             Value before Wthdrwl Chg                      16.642028         0.000       60.885  $1,013.24
12/31/94             Withdrawl Charge          0.05     ($50.00)   16.642028        (3.004)      57.880  $  963.24
12/31/94             Contract Fee                        ($5.32)   16.642028        (0.320)      57.561  $  957.93
12/31/94             Remaining Value                               16.642028         0.000       57.561  $  957.93


GLOBAL EQUITY                                                                 Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    13.294084        75.221       75.221  $1,000.00
12/31/94             Value before Wthdrwl Chg                      13.329816         0.000       75.221  $1,002.69
12/31/94             Withdrawl Charge          0.05     ($50.00)   13.329816        (3.751)      71.470  $  952.69
12/31/94             Contract Fee                        ($4.26)   13.329816        (0.320)      71.151  $  948.43
12/31/94             Remaining Value                               13.329816         0.000       71.151  $  948.43


STOCK INDEX                                                                   Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    11.866746        84.269       84.269  $1,000.00
12/31/94             Value before Wthdrwl Chg                      11.679303         0.000       84.269  $  984.20
12/31/94             Withdrawl Charge          0.05     ($50.00)   11.679303        (4.281)      79.988  $  934.20
12/31/94             Contract Fee                        ($3.73)   11.679303        (0.320)      79.669  $  930.47
12/31/94             Remaining Value                               11.679303         0.000       79.669  $  930.47


MONEY MARKET                                                                  Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    10.610022        94.251       94.251  $1,000.00
12/31/94             Value before Wthdrwl Chg                      10.896621         0.000       94.251  $1,027.01
12/31/94             Withdrawl Charge          0.05     ($50.00)   10.896621        (4.589)      89.662  $  977.01
12/31/94             Contract Fee                        ($3.48)   10.896621        (0.320)      89.342  $  973.53
12/31/94             Remaining Value                               10.896621         0.000       89.342  $  973.53


VKM GROWTH & INCOME                                                           Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/93             Purchase                        $ 1,000.00    11.919342        83.897       83.897  $1,000.00
12/29/94             Value before Wthdrwl Chg                      11.195845         0.000       83.897  $  939.30
12/29/94             Withdrawl Charge          0.05     ($50.00)   11.195845        (4.466)      79.431  $  889.30
12/29/94             Contract Fee                        ($3.58)   11.195845        (0.320)      79.112  $  885.72
12/29/94             Remaining Value                               11.195845         0.000       79.112  $  885.72
</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>                <C>           <C>
                     Standard Year to   Date Return
                     Valuation Date -   12/31/94
                                        Total Value   Total
Portfolio            Purchase Amount    Units Held    Return
- -------------------  -----------------  ------------  -------
Quality Income       $        1,000.00  $    $888.83  -11.12%
High Yield           $        1,000.00  $     886.68  -11.33%
LA Growth & Income   $        1,000.00  $     957.93   -4.21%
LA Global Equity     $        1,000.00  $     948.43   -5.16%
Stock Index          $        1,000.00  $     930.47   -6.95%
Money Market         $        1,000.00  $     973.53   -2.65%
VKM Growth & Income  $        1,000.00  $     885.72  -11.43%
</TABLE>



<TABLE>
<CAPTION>
<S>                  <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                  Monthly     Returns
                                                     Variable     Annuity     Year-to-Date
                                                     Original     Purchase -  12/31/92 
                                                     Valuation    Date -      12/31/93 

QUALITY INCOME                                                                Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    12.753941        78.407       78.407  $1,000.00
12/29/93             Value before Wthdrwl Chg                      13.965941         0.000       78.407  $1,095.03
12/29/93             Withdrawl Charge          0.05     ($50.00)   13.965941        (3.580)      74.827  $1,045.03
12/29/93             Contract Fee                        ($4.36)   13.965941        (0.312)      74.515  $1,040.67
12/29/93             Remaining Value                               13.965941         0.000       74.515  $1,040.67


HIGH YIELD                                                                    Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    14.990335        66.710       66.710  $1,000.00
12/29/93             Value before Wthdrwl Chg                      18.020405         0.000       66.710  $1,202.13
12/29/93             Withdrawl Charge          0.05     ($50.00)   18.020405        (2.775)      63.935  $1,152.13
12/29/93             Contract Fee                        ($5.63)   18.020405        (0.312)      63.623  $1,146.50
12/29/93             Remaining Value                               18.020405         0.000       63.623  $1,146.50


GROWTH AND INCOME                                                             Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    14.504325        68.945       68.945  $1,000.00
12/29/93             Value before Wthdrwl Chg                      16.424494         0.000       68.945  $1,132.39
12/29/93             Withdrawl Charge          0.05     ($50.00)   16.424494        (3.044)      65.901  $1,082.39
12/29/93             Contract Fee                        ($5.13)   16.424494        (0.312)      65.588  $1,077.26
12/29/93             Remaining Value                               16.424494         0.000       65.588  $1,077.26


GLOBAL EQUITY                                                                 Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    10.643098        93.958       93.958  $1,000.00
12/29/93             Value before Wthdrwl Chg                      13.294084         0.000       93.958  $1,249.08
12/29/93             Withdrawl Charge          0.05     ($50.00)   13.294084        (3.761)      90.197  $1,199.08
12/29/93             Contract Fee                        ($4.15)   13.294084        (0.312)      89.884  $1,194.93
12/29/93             Remaining Value                               13.294084         0.000       89.884  $1,194.93


STOCK INDEX                                                                   Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    11.054434        90.461       90.461  $1,000.00
12/29/93             Value before Wthdrwl Chg                      11.866746         0.000       90.461  $1,073.48
12/29/93             Withdrawl Charge          0.05     ($50.00)   11.866746        (4.213)      86.248  $1,023.48
12/29/93             Contract Fee                        ($3.70)   11.866746        (0.312)      85.936  $1,019.78
12/29/93             Remaining Value                               11.866746         0.000       85.936  $1,019.78


MONEY MARKET                                                                  Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    10.457561        95.625       95.625  $1,000.00
12/29/93             Value before Wthdrwl Chg                      10.610022         0.000       95.625  $1,014.58
12/29/93             Withdrawl Charge          0.05     ($50.00)   10.610022        (4.713)      90.912  $  964.58
12/29/93             Contract Fee                        ($3.31)   10.610022        (0.312)      90.600  $  961.27
12/29/93             Remaining Value                               10.610022         0.000       90.600  $  961.27


VKM GROWTH & INCOME                                                           Units This     Total       Total
- -------------------                                                                                               
Date                 Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -------------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/92             Purchase                        $ 1,000.00    10.470566        95.506       95.506  $1,000.00
12/29/93             Value before Wthdrwl Chg                      11.919342         0.000       95.506  $1,138.37
12/29/93             Withdrawl Charge          0.05     ($50.00)   11.919342        (4.195)      91.311  $1,088.37
12/29/93             Contract Fee                        ($3.72)   11.919342        (0.312)      90.999  $1,084.65
12/29/93             Remaining Value                               11.919342         0.000       90.999  $1,084.65
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>                <C>           <C>
                     Standard Year to   Date Return
                     Valuation Date -   12/29/93
                                        Total Value   Total
Portfolio            Purchase Amount    Units Held    Return
- -------------------  -----------------  ------------  -------
Quality Income       $        1,000.00  $   1,040.67    4.07%
High Yield           $        1,000.00  $   1,146.50   14.65%
LA Growth & Income   $        1,000.00  $   1,077.26    7.73%
LA Global Equity     $        1,000.00  $   1,194.93   19.49%
Stock Index          $        1,000.00  $   1,019.78    1.98%
Money Market         $        1,000.00  $     961.27   -3.87%
VKM Growth & Income  $        1,000.00  $   1,084.65    8.46%
</TABLE>

<TABLE>
<CAPTION>
<S>                <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                Monthly     Returns
                                                   Variable     Annuity     Year-to-Date
                                                   Original     Purchase -  12/31/91 
                                                   Valuation    Date -      12/31/92 
QUALITY INCOME                                                              Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/91           Purchase                        $ 1,000.00    12.020179        83.193       83.193  $1,000.00
12/29/92           Value before Wthdrwl Chg                      12.753941         0.000       83.193  $1,061.04
12/29/92           Withdrawl Charge          0.05     ($50.00)   12.753941        (3.920)      79.273  $1,011.04
12/29/92           Contract Fee                        ($5.14)   12.753941        (0.403)      78.870  $1,005.90
12/29/92           Remaining Value                               12.753941         0.000       78.870  $1,005.90


HIGH YIELD                                                                  Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/91           Purchase                        $ 1,000.00    12.754429        78.404       78.404  $1,000.00
12/29/92           Value before Wthdrwl Chg                      14.990335         0.000       78.404  $1,175.30
12/29/92           Withdrawl Charge          0.05     ($50.00)   14.990335        (3.335)      75.069  $1,125.30
12/29/92           Contract Fee                        ($6.04)   14.990335        (0.403)      74.666  $1,119.26
12/29/92           Remaining Value                               14.990335         0.000       74.666  $1,119.26


GROWTH AND INCOME                                                           Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/91           Purchase                        $ 1,000.00    12.725687        78.581       78.581  $1,000.00
12/29/92           Value before Wthdrwl Chg                      14.504325         0.000       78.581  $1,139.77
12/29/92           Withdrawl Charge          0.05     ($50.00)   14.504325        (3.447)      75.134  $1,089.77
12/29/92           Contract Fee                        ($5.85)   14.504325        (0.403)      74.731  $1,083.92
12/29/92           Remaining Value                               14.504325         0.000       74.731  $1,083.92


GLOBAL EQUITY                                                               Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/91           Purchase                        $ 1,000.00    10.970468        91.154       91.154  $1,000.00
12/29/92           Value before Wthdrwl Chg                      10.643098         0.000       91.154  $  970.16
12/29/92           Withdrawl Charge          0.05     ($50.00)   10.643098        (4.698)      86.456  $  920.16
12/29/92           Contract Fee                        ($4.29)   10.643098        (0.403)      86.053  $  915.87
12/29/92           Remaining Value                               10.643098         0.000       86.053  $  915.87


STOCK INDEX                                                                 Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/91           Purchase                        $ 1,000.00    10.553371        94.756       94.756  $1,000.00
12/29/92           Value before Wthdrwl Chg                      11.054434         0.000       94.756  $1,047.48
12/29/92           Withdrawl Charge          0.05     ($50.00)   11.054434        (4.523)      90.233  $  997.48
12/29/92           Contract Fee                        ($4.46)   11.054434        (0.403)      89.830  $  993.02
12/29/92           Remaining Value                               11.054434         0.000       89.830  $  993.02


MONEY MARKET                                                                Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/91           Purchase                        $ 1,000.00    10.209267        97.950       97.950  $1,000.00
12/29/92           Value before Wthdrwl Chg                      10.458092         0.000       97.950  $1,024.37
12/29/92           Withdrawl Charge          0.05     ($50.00)   10.458092        (4.781)      93.169  $  974.37
12/29/92           Contract Fee                        ($4.22)   10.458092        (0.403)      92.766  $  970.16
12/29/92           Remaining Value                               10.458092         0.000       92.766  $  970.16
</TABLE>


<TABLE>
<CAPTION>
<S>                 <C>                <C>              <C>
                    VA Standard Year   to Date Return
                    Valuation Date -   12/29/92
                                       Total Value      Total
Portfolio           Purchase Amount    Units Held       Return
- ------------------  -----------------  ---------------  -------
Quality Income      $        1,000.00  $      1,005.90    0.59%
High Yield          $        1,000.00  $      1,119.26   11.93%
LA Growth & Income  $        1,000.00  $      1,083.92    8.39%
LA Global Equity    $        1,000.00  $        915.87   -8.41%
Stock Index         $        1,000.00  $        993.02   -0.70%
Money Market        $        1,000.00  $        970.16   -2.98%
</TABLE>

<TABLE>
<CAPTION>
<S>                <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                Monthly     Returns
                                                   Variable     Annuity     Year-to-Date
                                                   Original     Purchase -  12/31/90 
                                                   Valuation    Date -      12/31/91 
QUALITY INCOME                                                              Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/90           Purchase                        $ 1,000.00    10.618874        94.172       94.172  $1,000.00
12/29/91           Value before Wthdrwl Chg                      12.020179         0.000       94.172  $1,131.96
12/29/91           Withdrawl Charge          0.05     ($56.60)   12.020179        (4.709)      89.463  $1,075.37
12/29/91           Contract Fee                        ($7.44)   12.020179        (0.619)      88.844  $1,067.93
12/29/91           Remaining Value                               12.020179         0.000       88.844  $1,067.93


HIGH YIELD                                                                  Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/90           Purchase                        $ 1,000.00    10.064260        99.362       99.362  $1,000.00
12/29/91           Value before Wthdrwl Chg                      12.754429         0.000       99.362  $1,267.30
12/29/91           Withdrawl Charge          0.05     ($63.36)   12.754429        (4.968)      94.393  $1,203.93
12/29/91           Contract Fee                        ($7.89)   12.754429        (0.619)      93.775  $1,196.04
12/29/91           Remaining Value                               12.754429         0.000       93.775  $1,196.04


GROWTH AND INCOME                                                           Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/90           Purchase                        $ 1,000.00    10.146589        98.555       98.555  $1,000.00
12/29/91           Value before Wthdrwl Chg                      12.725687         0.000       98.555  $1,254.18
12/29/91           Withdrawl Charge          0.05     ($62.71)   12.725687        (4.928)      93.628  $1,191.47
12/29/91           Contract Fee                        ($7.88)   12.725687        (0.619)      93.008  $1,183.59
12/29/91           Remaining Value                               12.725687         0.000       93.008  $1,183.59


GLOBAL EQUITY                                                               Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/90           Purchase                        $ 1,000.00     9.793410       102.109      102.109  $1,000.00
12/29/91           Value before Wthdrwl Chg                      10.970468         0.000      102.109  $1,120.19
12/29/91           Withdrawl Charge          0.05     ($56.01)   10.970468        (5.105)      97.004  $1,064.18
12/29/91           Contract Fee                        ($6.79)   10.970468        (0.619)      96.385  $1,057.39
12/29/91           Remaining Value                               10.970468         0.000       96.385  $1,057.39
</TABLE>



<TABLE>
<CAPTION>
<S>                 <C>                <C>           <C>

                    Standard Year to   Date Return
                    Valuation Date -   12/29/91
                                       Total Value   Total
Portfolio           Purchase Amount    Units Held    Return
- ------------------  -----------------  ------------  -------
Quality Income      $        1,000.00  $   1,067.93    6.79%
High Yield          $        1,000.00  $   1,196.04   19.60%
LA Growth & Income  $        1,000.00  $   1,183.59   18.36%
LA Global Equity    $        1,000.00  $   1,057.39    5.74%
</TABLE>


<TABLE>
<CAPTION>
<S>                <C>                       <C>   <C>          <C>         <C>            <C>         <C>
                                                                Monthly     Returns
                                                   Variable     Annuity     Year-to-Date
                                                   Original     Purchase -  12/31/89 
                                                   Valuation    Date -      12/31/90 
QUALITY INCOME                                                              Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/89           Purchase                        $ 1,000.00     9.966029       100.341      100.341  $1,000.00
12/29/90           Value before Wthdrwl Chg                      10.618874         0.000      100.341  $1,065.51
12/29/90           Withdrawl Charge          0.05     ($50.00)   10.618874        (4.709)      95.632  $1,015.51
12/29/90           Contract Fee                        ($1.08)   10.618874        (0.102)      95.531  $1,014.43
12/29/90           Remaining Value                               10.618874         0.000       95.531  $1,014.43


HIGH YIELD                                                                  Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/89           Purchase                        $ 1,000.00    10.020510        99.795       99.795  $1,000.00
12/29/90           Value before Wthdrwl Chg                      10.064260         0.000       99.795  $1,004.37
12/29/90           Withdrawl Charge          0.05     ($50.00)   10.064260        (4.968)      94.827  $  954.37
12/29/90           Contract Fee                        ($1.08)   10.064260        (0.107)      94.720  $  953.28
12/29/90           Remaining Value                               10.064260         0.000       94.720  $  953.28


GROWTH AND INCOME                                                           Units This     Total       Total
- -----------------                                                                                               
Date               Transaction Type          Rate  Amount       Unit Value  Transaction    Units Held  Value
- -----------------  ------------------------  ----  -----------  ----------  -------------  ----------  ---------
12/31/89           Purchase                        $ 1,000.00    10.063418        99.370       99.370  $1,000.00
12/29/90           Value before Wthdrwl Chg                      10.146589         0.000       99.370  $1,008.26
12/29/90           Withdrawl Charge          0.05     ($50.00)   10.146589        (4.928)      94.442  $  958.26
12/29/90           Contract Fee                        ($1.08)   10.146589        (0.106)      94.336  $  957.18
12/29/90           Remaining Value                               10.146589         0.000       94.336  $  957.18
</TABLE>


<TABLE>
<CAPTION>
<S>                 <C>                <C>           <C>
                    Standard Year to   Date Return
                    Valuation Date -   12/29/90
                                       Total Value   Total
Portfolio           Purchase Amount    Units Held    Return
- ------------------  -----------------  ------------  -------
Quality Income      $        1,000.00  $   1,014.43    1.44%
High Yield          $        1,000.00  $     953.28   -4.67%
LA Growth & Income  $        1,000.00  $     957.18   -4.28%
</TABLE>

                                Exhibit 99.B14

               COMPANY ORGANIZATIONAL CHART - COVA CORPORATION

Cova  Corporation,  a  Missouri corporation, is owned by General American Life
Insurance Company, a Missouri corporation.

Cova  Corporation owns 100% of Cova Financial Services Life Insurance Company,
a  Missouri  company,  Cova  Financial  Life  Insurance  Company, a California
company, and Cova Life Management Company, a Delaware company.

Cova  Financial  Services  Life Insurance Company owns 100% of First Cova Life
Insurance Company, a New York company.

Cova  Life  Management  Company  owns  100%  of  Cova  Investment  Advisory
Corporation,  an  Illinois company, Cova Investment Allocation Corporation, an
Illinois company, and Cova Life Sales Company, a Delaware company.

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