COVA VARIABLE ANNUITY ACCOUNT ONE
485BPOS, 1997-12-30
Previous: EASTERN ENVIRONMENTAL SERVICES INC, 424B3, 1997-12-30
Next: WATSON GENERAL CORP, 8-K, 1997-12-30



                                                            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.  10                                    [X]    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
     Amendment No. 24                                                    [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   Frances S. Cook
          Blazzard, Grodd & Hasenauer, P.C.    First Vice President and
          P.O Box 5108                         Associate Counsel
          Westport, CT  06881                  Cova Financial Services
          (203) 226-7866                       Life Insurance Company
                                               One Tower Lane, Suite 3000
                                               Oakbrook Terrace, IL 60181-4644
    

It is proposed that this filing will become effective:
   
     __X__  immediately upon filing pursuant to paragraph (b) of Rule 485
     _____  on (date) pursuant to paragraph (b) of Rule 485
     _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____  on  (date)  pursuant to paragraph (a)(1) of Rule 485    

If appropriate, check the following:

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

Title of Securities Registered:
     Individual Variable Annuity Contracts

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 28, 1997.

                               EXPLANATORY NOTE

==============================================================================
   
This Registration  Statement contains nineteen  Portfolios of Cova Series Trust,
one  Portfolio  of Lord Abbett  Series  Fund,  Inc.,  one  Portfolio  of General
American Capital Company,  three Portfolios of AIM Variable Insurance Funds, two
Portfolios  of Variable  Insurance  Products  Fund,  one  Portfolio  of Variable
Insurance  Products Fund II, two Portfolios of Variable  Insurance Products Fund
III, and six Portfolios of MFS Variable  Insurance Trust.  Three versions of the
Prospectus will be created from this  Registration  Statement.  The distribution
system for each version of the Prospectus is different.  These Prospectuses will
be filed with the  Commission  pursuant to Rule 497 under the  Securities Act of
1933. The Registrant undertakes to update this Explanatory Note, as needed, each
time a Post-Effective Amendment is filed.    

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


<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; Investment 
                                                   Options
    
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



Cova Financial Services Life Insurance Company            December ___, 1997    



               PROFILE of the Fixed and Variable Annuity Contract

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE  IMPORTANT  POINTS THAT YOU SHOULD
CONSIDER AND KNOW BEFORE  PURCHASING  THE  CONTRACT.  THE CONTRACT IS MORE FULLY
DESCRIBED IN THE  PROSPECTUS  WHICH  ACCOMPANIES  THIS PROFILE.  PLEASE READ THE
PROSPECTUS CAREFULLY.
   
1. THE ANNUITY CONTRACT. The fixed and variable annuity contract offered by Cova
is a contract  between  you, the owner,  and Cova,  an  insurance  company.  The
Contract  provides  a means for  investing  on a  tax-deferred  basis in a fixed
account of Cova and 35  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. 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 35 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, whichever 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>                               <C>                             <C>     
Managed by J.P. Morgan          Managed by Lord, Abbett & Co.     Managed by Van Kampen          
Investment Management Inc.         Bond Debenture                 American Capital               
   Select Equity                   Growth and Income              Investment Advisory Corp.      
   Small Cap Stock                 Mid-Cap Value                     VKAC Growth and Income      
   International Equity            Large Cap Research                Money Market                
   Quality Bond                    Developing Growth                 Quality Income              
   Large Cap Stock                 Lord Abbett Growth and Income     High Yield                  
                                                                     Stock Index                  Managed by A I M Advisors, Inc.
   Managed by Conning Asset        Managed by Mississippi Valley                                    AIM V.I. Capital Appreciation
Management Company (formerly,   Advisors, Inc.                    Managed by Fidelity Management    AIM V.I. International Equity
 General American Investment        Balanced                       and Research Company             AIM V.I. Value 
Management Company)                Small Cap Equity                  VIP III Growth Opportunities
   Money Market                    Equity Income                     VIP Growth 
                                   Growth & Income Equity            VIP III Growth & Income
                                                                     VIP Equity-Income 
                                                                     VIP II Contrafund 
                                                                     (VIP, VIP II and VIP III refer to
                                                                     Variable Insurance Products Fund, Variable
                                                                     Insurance Products Fund II and Variable Insurance
                                                                      Products Fund III, respectively)
MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY
  MFS Emerging Growth 
  MFS Research 
  MFS Growth With Income 
  MFS High Income
  MFS World Governments 
  MFS/Foreign & Colonial Emerging Markets Equity 
</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  maintenance  charge from your  Contract.
Cova  currently  waives  this  charge if the value of 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.

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 begin  receiving  regular
income  payments from your annuity,  Cova will assess a state premium tax charge
which ranges from 0-4%, depending upon the state.
   
There are also  investment  charges which  currently range from .11% to 1.50% of
the  average  daily  value  of  the  investment  portfolio  depending  upon  the
investment portfolio.    

The  following  chart is designed  to help you  understand  the  expenses in the
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which is  represented as .10% below),  the 1.40%  insurance
charges and the investment expenses for each investment portfolio.  The next two
columns show you two examples of the expenses, in dollars, you would pay under a
Contract. The examples assume that you invested $1,000 in a Contract which earns
5% annually and that you withdraw your money:  (1) at the end of year 1, and (2)
at the end of year 10. For year 1, the Total  Annual  Expenses  are  assessed as
well as the withdrawal charges.  For year 10, the example shows the aggregate of
all the annual  expenses  assessed for the 10 years,  but there is no withdrawal
charge.

The premium tax is assumed to be 0% in both examples.
   
<TABLE>
<CAPTION>
<S>                                         <C>                   <C>                 <C>                  <C>
                                                                                                           Examples:
                                                                                                           Total Annual
                                            Total Annual          Total Annual        Total                Expenses At End of:
                                            Insurance             Portfolio           Annual               (1)           (2)
Portfolio                                   Charges               Expenses            Expenses             1 Year        10 Years
- ---------------------                       -------------         -------------       -------------        ------        --------

Managed by J.P. Morgan Investment
Management Inc.
 Select Equity                              1.50%                 0.85%               2.35%                $73.80        $266.24
 Small Cap Stock                            1.50%                 0.95%               2.45%                $74.80        $276.23
 International Equity                       1.50%                 0.95%               2.45%                $74.80        $276.23
 Quality Bond                               1.50%                 0.65%               2.15%                $71.79        $245.92
 Large Cap Stock                            1.50%                 0.75%               2.25%                $72.80        $256.13

Managed by Lord, Abbett & Co.
 Bond Debenture                             1.50%                 0.85%               2.35%                $73.80        $266.24
 Growth and Income                          1.50%                 0.59%               2.09%                $71.19        $239.74
 Mid-Cap Value                              1.50%                 1.10%               2.60%                $76.30        $291.02
 Large Cap Research                         1.50%                 1.10%               2.60%                $76.30        $291.02
 Developing Growth                          1.50%                 1.00%               2.50%                $75.30        $281.19
 Lord Abbett Growth and Income              1.50%                 0.75%               2.25%                $72.80        $256.13
            

Managed by Van Kampen American
Capital Investment Advisory Corp.
 VKAC Growth and Income                     1.50%                 0.70%               2.20%                $72.29        $251.04
 Money Market                               1.50%                 0.11%               1.61%                $66.36        $188.79
 Quality Income                             1.50%                 0.60%               2.10%                $71.29        $240.77
 High Yield                                 1.50%                 0.85%               2.35%                $73.80        $266.24
 Stock Index                                1.50%                 0.60%               2.10%                $71.29        $240.77

Managed by Conning Asset Management
Company
 Money Market                               1.50%                 0.205%              1.705%               $67.31        $199.08

Managed by Mississippi Valley 
Advisors, Inc.
 Balanced                                   1.50%                 1.10%               2.60%                $76.30        $291.02
 Small Cap Equity                           1.50%                 1.10%               2.60%                $76.30        $291.02
 Equity Income                              1.50%                 1.10%               2.60%                $76.30        $291.02
 Growth & Income Equity                     1.50%                 1.10%               2.60%                $76.30        $291.02
Managed by Fidelity Management &             
Research Company
 VIP III Growth Opportunities               1.50%                 0.77%               2.27%                $73.00        $258.16
 VIP Growth                                 1.50%                 0.69%               2.19%                $72.19        $250.02
 VIP III Growth & Income                    1.50%                 1.00%               2.50%                $75.30        $281.19
 VIP Equity-Income                          1.50%                 0.58%               2.08%                $71.09        $238.70
 VIP II Contrafund                          1.50%                 0.74%               2.24%                $72.69        $255.12
                                            
Managed by A I M Advisors, Inc.
 AIM V.I. Capital Appreciation              1.50%                 0.73%               2.23%                $72.59        $254.10
 AIM V.I. International Equity              1.50%                 0.96%               2.46%                $74.90        $277.23
 AIM V.I. Value                             1.50%                 0.73%               2.23%                $72.59        $254.10

MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY 
MFS Emerging Growth                         1.50%                 1.00%               2.50%                $75.30        $281.19
MFS Research                                1.50%                 1.00%               2.50%                $75.30        $281.19
MFS Growth With Income                      1.50%                 1.00%               2.50%                $75.30        $281.19
MFS High Income                             1.50%                 1.00%               2.50%                $75.30        $281.19
MFS World Governments                       1.50%                 1.00%               2.50%                $75.30        $281.19
MFS/Foreign & Colonial Emerging
Markets Equity                              1.50%                 1.50%               3.00%                $80.29      $329.29
</TABLE>
    

For the newly formed  Portfolios the expenses have been estimated.  The expenses
reflect any expense  reimbursement or fee waiver. For more detailed information,
see the Fee Table in the Prospectus for the Contract.
   
6. TAXES. Your earnings are not taxed until you take them out. If you take money
out  during the  accumulation  phase,  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. Each purchase  payment you
add to your Contract has its own 5 year withdrawal charge period. After Cova has
had a payment for 5 years,  there is no charge for withdrawing that payment.  Of
course,  you may also have to pay income tax and a tax  penalty on any money you
take out.

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  investment  expenses and all other  expenses of the  investment  portfolio.
These  numbers do not  reflect any  withdrawal  charges  which if applied  would
reduce such performance. Past performance is not a guarantee of future results.

<TABLE>
<CAPTION>
<S>                            <C>       <C>            <C>          <C>           <C>              <C>          <C>
                                                                     Calendar      Year
Portfolio                      1996      1995           1994           1993          1992           1991         1990
- ---------                      ----      ----           ----           ----          ----           ----         ----

Managed by J.P. Morgan
Investment Management Inc.
  Select Equity                 --        --             --             --            --             --           --
  Small Cap Stock               --        --             --             --            --             --           --
  International Equity          --        --             --             --            --             --           --
  Quality Bond                  --        --             --             --            --             --           --
  Large Cap Stock               --        --             --             --            --
Managed by Lord, Abbett & Co.
  Bond Debenture                --        --             --             --            --             --           --
  Growth and Income           16.23%    26.73%         0.26%          12.28%        12.69%         24.23%       0.74%
  Mid-Cap Value                 --        --             --             --            --             --           --       
  Large Cap Research            --        --             --             --            --             --           --     
  Developing Growth             --        --             --             --            --             --           --       
  Lord Abbett Growth and Income --        --             --             --            --             --           -- 
Managed by Van Kampen
American Capital Investment
Advisory Corp.
  VKAC Growth and Income      16.26%   30.36%         -6.16%         13.76%           --             --           --
  Money Market                 3.77%    4.38%          2.26%          1.37%         2.20%            --           --
  Quality Income               1.07%   16.09%         -6.16%          8.90%         5.53%         12.25%        5.09%
  High Yield                   9.48%   14.75%         -6.00%         20.02%        17.23%         26.14%       -1.01%
  Stock Index                 20.14%   34.54%         -2.27%          6.33%         4.45%            --           --
Managed by Conning Asset
Management Company
  Money Market                  --         --             --             --            --            --           -- 
Managed by Mississippi Valley
Advisors, Inc.
  Balanced                      --         --             --             --            --            --           --    
  Small Cap Equity              --         --             --             --            --            --           -- 
  Equity Income                 --         --             --             --            --            --           --  
  Growth & Income Equity        --         --             --             --            --            --           -- 
Managed by Fidelity Management
& Research Company              --         --             --             --            --            --           --
 VIP III Growth Opportunities   --         --             --             --            --            --           --
 VIP Growth                     --         --             --             --            --            --           --
 VIP III Growth & Income        --         --             --             --            --            --           --
 VIP Equity-Income              --         --             --             --            --            --           --
 VIP II Contrafund              --         --             --             --            --            --           --
Managed by A I M Advisors, Inc.   
 AIM V.I. Capital Appreciation  --         --             --             --            --            --           --
 AIM V.I. International Equity  --         --             --             --            --            --           --
 AIM V.I. Value                 --         --             --             --            --            --           --
Managed by Massachusetts Financial Services Company 
MFS Emerging Growth           --            --            --             --            --            --           --         
MFS Research                  --            --            --             --            --            --           --
MFS Growth With Income        --            --            --             --            --            --           -- 
MFS High Income               --            --            --             --            --            --           --
MFS World Governments         --            --            --             --            --            --           --
MFS/Foreign & Colonial
 Emerging Markets Equity      --            --            --             --            --            --           --
</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.
   
     You can arrange to  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




                        THE FIXED AND VARIABLE ANNUITY

                                  ISSUED BY

                      COVA VARIABLE ANNUITY ACCOUNT ONE
                                    
                                     AND

                COVA 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 36 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 35 investment  portfolios  listed
below. The 35 investment  portfolios are part of Cova Series Trust,  Lord Abbett
Series  Fund,  Inc.,  General  American  Capital  Company,   Variable  Insurance
Products,  Variable  Insurance Products II, Variable Insurance Products III, AIM
Variable  Insurance Funds,  Inc., and MFS Variable  Insurance Trust. You can put
your  money in the  fixed  account  and/or  any of these  investment  portfolios
(except as noted).
    

   
<TABLE>
<CAPTION>
<S>                             <C>                               <C>
COVA SERIES TRUST
MANAGED BY J.P. MORGAN          MANAGED BY LORD, ABBETT & CO.:    MANAGED BY VAN KAMPEN
INVESTMENT MANAGEMENT INC.:        Bond Debenture                 AMERICAN CAPITAL
   Select Equity                   Mid-Cap Value                  INVESTMENT ADVISORY CORP.:
   Small Cap Stock                 Large Cap Research                VKAC Growth and Income
   International Equity            Developing Growth                 Money Market
   Quality Bond                    Lord Abbett Growth and Income     Quality Income
   Large Cap Stock                                                   High Yield
                                                                     Stock Index
                                                                  
MANAGED BY MISSISSIPPI VALLEY     LORD ABBETT SERIES FUND, INC.:
ADVISORS, INC.                    MANAGED BY LORD, ABBETT & CO.:
   Balanced                          Growth and Income  
   Small Cap Equity
   Equity Income
   Growth & Income Equity
                                                                  
GENERAL AMERICAN CAPITAL                                        VARIABLE INSURANCE PRODUCTS FUND:   
COMPANY:                                                        MANAGED BY FIDELITY MANAGEMENT  
MANAGED BY CONNING                                              & RESEARCH COMPANY  
INVESTMENT MANAGEMENT COMPANY                                      VIP Growth
    Money Market                                                   VIP Equity-Income
                                                      
                                                                 VARIABLE INSURANCE PRODUCTS FUND II: 
                                                                 MANAGED BY FIDELITY MANAGEMENT
                                                                 & RESEARCH COMPANY
                                                                    VIP II Contrafund

                                                                 VARIABLE INSURANCE PRODUCTS FUND III:
                                                                 MANAGED BY FIDELITY MANAGEMENT         
                                                                 & RESEARCH COMPANY
                                                                    VIP III Growth Opportunities
                                                                    VIP III Growth & Income

AIM VARIABLE INSURANCE FUNDS INC., 
MANAGED BY A I M ADVISORS, INC.
   AIM V.I. Capital Appreciation
   AIM V.I. International Equity
   AIM V.I. Value 

MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY
  MFS Emerging Growth 
  MFS Research 
  MFS Growth With Income 
  MFS High Income
  MFS World Governments 
  MFS/Foreign & Colonial Emerging Markets Equity 
</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 Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information  (SAI) dated December , 1997.
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.

INVESTMENT  IN A VARIABLE  ANNUITY  CONTRACT IS SUBJECT TO RISKS,  INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED  OR ENDORSED  BY, ANY  FINANCIAL  INSTITUTION  AND ARE NOT  FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.

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.
    
   
December   , 1997    

                              TABLE OF CONTENTS

                                                                          PAGE
INDEX OF SPECIAL TERMS

FEE TABLE

EXAMPLES

1.  THE ANNUITY CONTRACT

2.  ANNUITY PAYMENTS (THE 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
Variable Insurance Products Fund 
Variable Insurance Products Fund II
Variable Insurance Products Fund III
AIM Variable Insurance Funds, Inc.
MFS Variable Insurance Trust
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
Ownership
Beneficiary
Assignment
Suspension of Payments or Transfers
Financial Statements

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

APPENDIX A
Condensed Financial Information

APPENDIX B
Performance Information




                            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.......................................................
Accumulation Unit........................................................
Annuitant................................................................
Annuity Date.............................................................
Annuity Options..........................................................
Annuity Payments.........................................................
Annuity Unit.............................................................
Beneficiary..............................................................
Fixed Account............................................................
Income Phase.............................................................
Investment Portfolios....................................................
Joint Owner..............................................................
Non-Qualified............................................................
Owner....................................................................
Purchase Payment.........................................................
Qualified................................................................
Tax Deferral.............................................................




                 COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE


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


   
<TABLE>
<CAPTION>
<S>                                                 <C>          <C>               <C>                     <C>
                                                                                  
INVESTMENT PORTFOLIO EXPENSES                                                      Other Expenses 
(as a percentage of the average daily net                                          (after expense
assets of an investment portfolio)                  Management                     reimbursement for       Total Annual
                                                    Fees          12b-1 Fees       certain Portfolios)     Portfolio Expenses
                                                    -----------   -------------    ----------------------  ------------------
COVA SERIES TRUST(a)
Managed by J.P. Morgan Investment Management Inc.
   Select Equity(b)                                          .75%           --                      .10%              .85%
   Small Cap Stock(b)                                        .85%           --                      .10%              .95%
   International Equity(b)                                   .85%           --                      .10%              .95%
   Quality Bond(b)                                           .55%           --                      .10%              .65%
   Large Cap Stock(b)                                        .65%           --                      .10%              .75%
 Managed by Lord, Abbett & Co.
   Bond Debenture(b)                                         .75%           --                      .10%              .85%
   Mid-Cap Value(c)                                         1.00%           --                      .10%             1.10%
   Large Cap Research(c)                                    1.00%           --                      .10%             1.10%
   Developing Growth(c)                                      .90%           --                      .10%             1.00%
   Lord Abbett Growth and Income(c)                          .65%           --                      .10%              .75%
Managed by Mississippi Valley Advisors, Inc.
   Balanced(c)                                              1.00%           --                      .10%             1.10%
   Small Cap Equity(c)                                      1.00%           --                      .10%             1.10%
   Equity Income(c)                                         1.00%           --                      .10%             1.10%
   Growth & Income Equity(c)                                1.00%           --                      .10%             1.10%
Managed By Van Kampen American Capital Investment
Advisory Corp.
   VKAC Growth and Income                                    .60%           --                      .10%              .70%
   Money Market(d)                                           .00%           --                      .11%              .11%
   Quality Income                                            .50%           --                      .10%              .60%
   High Yield                                                .75%           --                      .10%              .85%
   Stock Index                                               .50%           --                      .10%              .60%

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

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
   Money Market                                             .205%           --                      .00%             .205%

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management &
Research Company
     Growth Opportunities (f)                                .61%           --                      .16%              .77%
     Growth (f)                                              .61%           --                      .08%              .69%
     Growth & Income                                         .50%           --                      .50%             1.00%
     Equity-Income (f)                                       .51%           --                      .07%              .58%
     Contrafund (f)                                          .61%           --                      .13%              .74%
                                                      
AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.                              
   AIM V.I. Capital Appreciation                             .64%           --                      .09%              .73%
   AIM V.I. International Equity                             .75%           --                      .21%              .96%
   AIM V.I. Value                                           . 64%           --                      .09%              .73%

MFS VARIABLE INSURANCE TRUST
Managed by Massachusetts Financial Services Company
   MFS Emerging Growth (g)                                  .75%          --                      .25%             1.00%
   MFS Research (g)                                         .75%          --                      .25%             1.00%
   MFS Growth With Income (g)                               .75%          --                      .25%             1.00%
   MFS High Income (g)                                      .75%          --                      .25%             1.00%
   MFS World Governments (g)                                .75%          --                      .25%             1.00%
   MFS/Foreign & Colonial Emerging Markets Equity (g)      1.25%          --                      .25%             1.50%
</TABLE>
                                                           
     (a)  Since  August  20,  1990,  Cova has been  reimbursing  the  investment
portfolios  of Cova Series Trust for all  operating  expenses  (exclusive of the
management   fees)  in  excess  of  approximately   .10%.   Absent  the  expense
reimbursement and management fee waiver,  the percentages shown for total annual
portfolio  expenses  (on an  annualized  basis)  for the  year or  period  ended
December 31, 1996 would have been .71% for the Quality Income  Portfolio,  1.04%
for the High Yield Portfolio,  .74% for the Money Market Portfolio, .67% for the
Stock Index Portfolio, 1.02% for the VKAC Growth and Income Portfolio, 1.70% for
the Select Equity Portfolio,  2.68% for the Small Cap Stock Portfolio, 3.80% for
the International Equity Portfolio,  1.52% for the Quality Bond Portfolio, 1.23%
for the Large Cap Stock Portfolio and 2.05% for the Bond Debenture Portfolio.

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

     (c)  Estimated.  The  Portfolio has not yet  commenced  regular  investment
operations.

     (d) 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.

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

     (f) A portion of the brokerage  commissions that certain funds pay was used
to  reduce  fund  expenses.  In  addition,   certain  funds  have  entered  into
arrangements  with their custodian and transfer agent whereby interest earned on
uninvested  cash  balances  was used to  reduce  custodian  and  transfer  agent
expenses.  Including these reductions, the total operating expenses presented in
the table would have been .56% for the VIP Equity-Income Portfolio, .67% for the
VIP Growth Portfolio,  .71% for the VIP II Contrafund Portfolio and .76% for the
VIP III Growth Opportunities Portfolio.

     (g) The adviser has agreed to bear  expenses  for each  Series,  subject to
reimbursement  by each  Series,  so that each  Series'  "Other  Expenses" do not
exceed .25% annually for each Series listed  above.  Absent such  reimbursement,
"Total Annual  Portfolio  Expenses"  would be: 1.16% for the MFS Emerging Growth
Series,  1.48% for the MFS Research Series; 2.07% for the MFS Growth With Income
Series;  1.62%  for  the MFS  High  Income  Series;  2.03%  for  the  MFS  World
Governments  Series;  and are  estimated  to be  1.73%  for the MFS/  Foreign  &
Colonial Emerging Markets Equity Series.    

EXAMPLES:

You would 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   (a) $169.99   (a) $266.24
                                                   (b) $23.80  (b) $ 73.16   (b) $124.99   (b) $266.24
   Small Cap Stock                                 (a) $74.80  (a) $121.17   (a) $175.00   (a) $276.23
                                                   (b) $24.80  (b) $ 76.17   (b) $130.00   (b) $276.23
   International Equity                            (a) $74.80  (a) $121.17   (a) $175.00   (a) $276.23
                                                   (b) $24.80  (b) $ 76.17   (b) $130.00   (b) $276.23
   Quality Bond                                    (a) $71.79  (a) $112.12   (a) $159.89   (a) $245.92
                                                   (b) $21.79  (b) $ 67.12   (b) $114.89   (b) $245.92
   Large Cap Stock                                 (a) $72.80  (a) $115.15   (a) $164.95   (a) $256.13
                                                   (b) $22.80  (b) $ 70.15   (b) $119.95   (b) $256.13
Managed by Lord, Abbett & Co.
   Bond Debenture                                  (a) $73.80  (a) $118.16   (a)$ 169.99   (a) $266.24
                                                   (b) $23.80  (b) $ 73.16   (b)$ 124.99   (b) $266.24
   Mid-Cap Value                                   (a) $76.30  (a) $125.66   
                                                   (b) $26.30  (b) $ 80.66
   Large Cap Research                              (a) $76.30  (a) $125.66
                                                   (b) $26.30  (b) $ 80.66
   Developing Growth                               (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
   Lord Abbett Growth and Income                   (a) $73.80  (a) $118.16
                                                   (b) $23.80  (b) $ 73.16
Managed by Mississippi Valley Advisors, Inc.
   Balanced                                        (a) $76.30  (a) $125.66
                                                   (b) $26.30  (b) $ 80.66
   Small Cap Equity                                (a) $76.30  (a) $125.66
                                                   (b) $26.30  (b) $ 80.66
   Equity Income                                   (a) $76.30  (a) $125.66
                                                   (b) $26.30  (b) $ 80.66
   Growth & Income Equity                          (a) $76.30  (a) $125.66
                                                   (b) $26.30  (b) $ 80.66

Managed by Van Kampen American Capital
Investment Advisory Corp.
   VKAC Growth and Income                          (a) $72.29  (a) $113.63   (a) $162.42   (a) $251.04
                                                   (b) $22.29  (b) $ 68.63   (b) $117.42   (b) $251.04
   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
   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
   High Yield                                      (a) $73.80  (a) $118.16   (a) $169.99   (a) $266.24
                                                   (b) $23.80  (b) $ 73.16   (b) $124.99   (b) $266.24
   Stock Index                                     (a) $71.29  (a) $110.60   (a) $157.34   (a) $240.77
                                                   (b) $21.29  (b) $ 65.60   (b) $112.34   (b) $240.77
LORD ABBETT SERIES FUND, INC.
Managed by Lord, Abbett & Co.
   Growth and Income                               (a) $71.19  (a) $110.30   (a) $156.83   (a) $239.74
                                                   (b) $21.19  (b) $ 65.30   (b) $111.83   (b) $239.74

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset Management Company
   Money Market                                    (a) $67.31  (a) $ 98.54   (a) $137.02   (a) $199.08
                                                   (b) $17.31  (b) $ 53.54   (b) $ 92.02   (b) $199.08

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
Managed by Fidelity Management & 
Research Company
VIP III Growth Opportunities                       (a) $73.00  (a) $115.75
                                                   (b) $23.00  (b) $ 70.75
VIP Growth                                         (a) $72.19  (a) $113.33
                                                   (b) $22.19  (b) $ 68.33
VIP III Growth & Income                            (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
VIP Equity-Income                                  (a) $71.09  (a) $110.00
                                                   (b) $21.09  (b) $ 65.00
VIP II Contrafund                                  (a) $72.69  (a) $114.84
                                                   (b) $22.69  (b) $ 69.84

AIM VARIABLE INSURANCE FUNDS, INC.
Managed by A I M Advisors, Inc.     
AIM V.I. Capital Appreciation                      (a) $72.59  (a) $114.54
                                                   (b) $22.59  (b) $ 69.54
AIM V.I. International Equity                      (a) $74.90  (a) $121.47
                                                   (b) $24.90  (b) $ 76.47
AIM V.I. Value                                     (a) $72.59  (a) $114.54
                                                   (b) $22.59  (b) $ 69.54

MFS VARIABLE INSURANCE TRUST
Managed by Massachusetts Financial Services Company
MFS Emerging Growth                                (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
MFS Research                                       (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
MFS Growth with Income                             (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
MFS High Income                                    (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
MFS World Governments                              (a) $75.30  (a) $122.67
                                                   (b) $25.30  (b) $ 77.67
MFS/Foreign & Colonial Emerging
 Markets Equity                                    (a) $80.29  (a) $137.54
                                                   (b) $30.29  (b) $ 92.54
</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.  The Fee Table  reflects
expenses of the Separate Account as well as the investment portfolios.

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

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

     7. 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 an 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 35
investment  portfolios and,  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. 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.   ANNUITY PAYMENTS (THE 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  359.71
accumulation units for the Quality Bond Portfolio.

4.   INVESTMENT OPTIONS
   
The contract offers 35 investment portfolios which are listed below.  Additional
investment portfolios may be available in the future.    

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

COVA SERIES TRUST
   
Cova  Series  Trust is managed by Cova  Investment  Advisory  Corporation  (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  Advisory  has  engaged  sub-advisers  to  provide
investment  advice  for the  individual  investment  portfolios.  The  following
investment portfolios are available under the contract:
    

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

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

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

Bond Debenture Portfolio
Mid-Cap Value Portfolio
Large Cap Research Portfolio
Developing Growth Portfolio
Lord Abbett Growth and Income Portfolio

MISSISSIPPI VALLEY ADVISORS, INC. IS THE SUB-ADVISER TO THE FOLLOWING 
PORTFOLIOS:

Balanced Portfolio
Small Cap Equity Portfolio
Equity Income Portfolio
Growth & Income Equity Portfolio

VAN KAMPEN AMERICAN CAPITAL INVESTMENT  ADVISORY CORP. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIOS:

VKAC 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  portfolio is available
under the contract:

Growth and Income Portfolio

GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company is a mutual fund with multiple portfolios. Each
portfolio  is managed by Conning  Asset  Management  Company  (formerly  General
American Investment  Management  Company).  The following portfolio is available
under the contract:
   
Money Market Fund

VARIABLE INSURANCE PRODUCTS FUND 
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III

Variable  Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and
Variable  Insurance  Products  Fund  III are each a mutual  fund  with  multiple
portfolios  managed by Fidelity  Management & Research  Company.  The  following
portfolios are available under the contract:

   Variable Insurance Products Fund:
      VIP Growth Portfolio
      VIP Equity-Income Portfolio

   Variable Insurance Products Fund II:
      VIP II Contrafund Portfolio (seeks capital appreciation)

   Variable Insurance Products Fund III:
      VIP III Growth Opportunities Portfolio
      VIP III Growth & Income Portfolio

AIM VARIABLE INSURANCE FUNDS, INC.
AIM Variable Insurance Funds, Inc. is a mutual fund with multiple portfolios.  A
I M Advisors,  Inc. is the investment  adviser to each portfolio.  The following
portfolios are available under the contract:
  
   AIM V.I. Capital Appreciation Fund
   AIM V.I. International Equity Fund
   AIM V.I. Value Fund

MFS VARIABLE INSURANCE TRUST

MFS  Variable  Insurance  Trust  is a  mutual  fund  with  multiple  portfolios.
Massachusetts  Financial  Services  Company  is the  investment  adviser to each
portfolio. The following portfolios are available under the contract:

   MFS Emerging Growth Series
   MFS Research Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS World Governments Series
   MFS/Foreign & Colonial Emerging Markets Equity Series

TRANSFERS

You can transfer money among the fixed account and the 35 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
anniversary  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,
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.

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
the 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  are  disruptive  to  the  operations  of  the
investment portfolios, and when Cova becomes 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 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  insufficient  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
it makes 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 pro rata 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. 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-sharing 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 circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Cova would be
considered the owner of the shares of the investment portfolios. If 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 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.

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
charge and withdrawal charges.

Cova may, from time to time, include in its advertising and sales materials, tax
deferred  compounding  charts and other  hypothetical  illustrations,  which may
include comparisons of currently taxable and tax deferred  investment  programs,
based on selected tax brackets.

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.

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  withdrawals)  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
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, reaches 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  reaches  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  on
or before you or your joint owner reaches 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 they are 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 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,  reaches 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 reaches 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 Cova may issue.

DISTRIBUTOR

Cova Life Sales  Company  (Life  Sales),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the distributor of the 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,
under  certain  circumstances,   may  be  paid  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 withdrawals 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

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  (except  for  the
unaudited  Financial  Statements  for the period ended  September 30, 1997) 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>         <C>       
                                                                                                                                    
                                                                                                                                    
                                     Period       Year or     Year or     Year or     Year or     Year or     Year or     Year or   
                                     Ended        Period      Period      Period      Period      Period      Period      Period    
                                     9/30/97      Ended       Ended       Ended       Ended       Ended       Ended       Ended     
                                     (unaudited) 12/31/96    12/31/95    12/31/94    12/31/93    12/31/92    12/31/91    12/31/90   
                                     ----------- -----------  ----------  ----------  ----------  ----------  ----------  ----------
COVA SERIES TRUST                                 
Managed by Van Kampen American                    
Capital Investment Advisory Corp.                 
                                                  
Quality Income Sub-Account                        
Beginning of Period                   $15.54      $    15.33  $    13.17  $    13.97  $    12.75  $    12.02  $    10.62  $     9.97
End of Period                         $16.29           15.54       15.33       13.17       13.97       12.75       12.02       10.62
Number of Accum. Units Outstanding   2,586,950      3,334,960   2,690,633   2,576,412   3,659,656   1,891,499     563,960    564,940
                                                  
High Yield Sub-Account                            
Beginning of Period                    $21.42     $    19.52  $    16.98  $    18.02  $    14.99  $    12.75  $    10.06  $    10.02
End of Period                          $23.07          21.42       19.52       16.98       18.02       14.99       12.75       10.06
Number of Accum. Units Outstanding    1,458,818     2,001,184   1,870,232   1,157,642   1,045,815     361,296     298,202    280,854
                                                  
Money Market Sub-Account                          
Beginning of Period                    $11.88     $    11.43  $    10.90  $    10.61  $    10.46  $    10.21  $    10.00           *
End of Period                          $12.24          11.88       11.43       10.90       10.61       10.46       10.21
Number of Accum. Units Outstanding   4,255,070      2,584,926   2,987,132   6,963,421     617,575     385,448     527,571
                                                  
VKAC Growth and Income Sub-Account                
Beginning of Period                    $17.01     $    14.61  $    11.20  $    11.92  $    10.47  $    10.00           *           *
End of Period                          $21.07          17.01       14.61       11.20       11.92       10.47
Number of Accum. Units Outstanding   2,187,652      1,905,896   1,342,833     977,209     547,643     250,919
                                                  
Stock Index Sub-Account                               
Beginning of Period                    $19.04     $    15.77  $    11.68  $    11.87  $    11.05  $    10.55  $    10.00           *
End of Period                          $24.34          19.04       15.77       11.68       11.87       11.05       10.55
Number of Accum. Units Outstanding    3,529,378     4,680,855   5,436,980   3,151,443   7,691,151   3,164,251     639,923
                                                  
Managed by Lord, Abbett & Co.                     
                                                  
Bond Debenture Sub-Account                           
Beginning of Period                    $11.29     $    10.10         *           *           *           *           *              
End of Period                          $12.66          11.29
Number of Accum. Units Outstanding    3,058,369       659,663

Mid-Cap Value Sub-Account
Beginning of Period                     $10.00            * *            *            *          *             *
End of Period                           $10.44                                                  
Number of Accum. Units Outstanding      10,000

Large Cap Research Sub-Account
Beginning of Period                     $10.00            * *            *            *          *             *
End of Period                           $10.04                                                  
Number of Accum. Units Outstanding      100,000

Developing Growth Sub-Account
Beginning of Period                     $10.00            * *            *            *          *             *
End of Period                           $11.19                                                  
Number of Accum. Units Outstanding      10,000

Managed by J.P. Morgan Investment                 
Management Inc.                                   
                                                  
Select Equity Sub-Account                           
Beginning of Period                    $10.84     $    10.08         *           *           *           *           *              
End of Period                          $14.20          10.84
Number of Accum. Units Outstanding    5,494,928       2,044,523
                                                  
Small Cap Stock Sub-Account                           
Beginning of Period                    $11.31     $    10.51         *           *           *           *           *              
End of Period                          $13.78          11.31
Number of Accum. Units Outstanding      3,179,176     1,237,405
                                                  
International Equity Sub-Account                           
Beginning of Period                    $10.97     $    10.21         *           *           *           *           *              
End of Period                          $12.10          10.97
Number of Accum. Units Outstanding    4,390,462     1,306,892
                                                  
Quality Bond Sub-Account                           
Beginning of Period                  $10.37       $     9.90         *           *           *           *           *              
End of Period                        $10.88            10.37
Number of Accum. Units Outstanding  1,017,806        508,830
                                                  
Large Cap Stock Sub-Account                           
Beginning of Period                  $11.33       $    10.00         *           *           *           *           *              
End of Period                        $14.62            11.33 
Number of Accum. Units Outstanding   865,130        1,389,606

Managed by Mississippi Valley Advisors, Inc.

Balanced Sub-Account
Beginning of Period                   $10.00               *          *           *           *           *           *
End of Period                         $10.48
Number of Accum. Units Outstanding    20,827                                               

Small Cap Equity Sub-Account
Beginning of Period                   $10.00               *          *           *           *           *           *
End of Period                         $11.16
Number of Accum. Units Outstanding    15,141                                            

Equity Income Sub-Account
Beginning of Period                   $10.00               *          *           *           *           *           *
End of Period                         $10.87
Number of Accum. Units Outstanding    24,231                                              

Growth & Income Equity Sub-Account
Beginning of Period                   $10.00               *          *           *           *           *           *
End of Period                         $10.74
Number of Accum. Units Outstanding    55,548                                               

LORD ABBETT SERIES FUND, INC.                     
Growth and Income Sub-Account                           
Beginning of Period                  $25.09       $    21.31  $    16.64  $    16.42  $    14.50  $    12.73  $    10.15  $    10.06
End of Period                        $30.94            25.09       21.31       16.64       16.42       14.50       12.73       10.15
Number of Accum. Units Outstanding 14,473,804     11,732,301   8,947,108   6,875,139   4,994,582   2,560,999   1,426,577   1,041,342
                                                
GENERAL AMERICAN CAPITAL COMPANY                  
Money Market Fund                                 
Beginning of Period                  $10.23       $    10.00         *           *           *           *           *              
End of Period                        $10.5             10.23 
Number of Accum. Units Outstanding   154,036          34,964




<S>                                 <C>
                                    For the period
                                    from 12/11/89
                                    (Start of
                                    Operations)
                                    through
                                    12/31/89
                                    -------------
COVA SERIES TRUST                   
Managed by Van Kampen American      
Capital Investment Advisory Corp.   
                                    
Quality Income Sub-Account          
Beginning of Period                   $   10.00
End of Period                              9.97
Number of Accum. Units Outstanding      253,695
                                    
High Yield Sub-Account              
Beginning of Period                   $   10.00
End of Period                             10.02
Number of Accum. Units Outstanding      250,000
                                    
Money Market Sub-Account            
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
VKAC Growth and Income Sub-Account  
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
Stock Index Sub-Account             
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
Managed by Lord, Abbett & Co.       
                                    
Bond Debenture Sub-Account          
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
Managed by J.P. Morgan Investment   
Management Inc.                     
                                    
Select Equity Sub-Account           
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
Small Cap Stock Sub-Account         
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
International Equity Sub-Account    
Beginning of Period                           *
End of Period                       
Number of Accum. Units Outstanding  
                                    
Quality Bond Sub-Account            
Beginning of Period                            *
End of Period                       
Number of Accum. Units Outstanding  
                                    
Large Cap Stock Sub-Account         
Beginning of Period                            *
End of Period                       
Number of Accum. Units Outstanding  
                                    
LORD ABBETT SERIES FUND, INC.       
Growth and Income Sub-Account       
Beginning of Period                   $    10.00
End of Period                              10.06
Number of Accum. Units Outstanding        14,482
                                    
GENERAL AMERICAN CAPITAL COMPANY    
Money Market Fund                   
Beginning of Period                            *
End of Period                       
Number of Accum. Units Outstanding  
<FN>                                

* The Cova Series  Trust  Money  Market  Portfolio  started  regular  investment
operations on July 1, 1991, the Cova Series Trust Stock Index Portfolio  started
regular  investment  operations  on November 1, 1991,  and the Cova Series Trust
VKAC Growth and Income Portfolio started regular investment operations on May 1,
1992. The  accumulation  unit values shown above for the beginning of the period
for the Select  Equity,  Small Cap Stock,  International  Equity,  Quality Bond,
Large Cap Stock Portfolios  managed by J.P. Morgan  Investment  Management Inc.,
and the Bond Debenture  Portfolio managed by Lord, Abbett & Co. reflect the date
these investment  portfolios were offered for sale to the public  (5/1/96).  The
Money Market Fund managed by Conning Asset  Management  Company  started regular
investment operations on June 3, 1996. The Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios started regular investment  operations on ________,
1997. The Balanced,  Small Cap Equity,  Equity Income and Growth & Income Equity
Portfolios  managed by  Mississippi  Valley  Advisors,  Inc.  commenced  regular
investment  operations  on  _________,  1997.  The Lord Abbett Growth and Income
Portfolio  has not  commenced  regular  investment  operations.  The  investment
portfolios  managed by  Fidelity  Management  &  Research  Company  Inc.,  A I M
Advisors,  Inc.,  and  Massachusetts  Financial  Services  Company  have not yet
commenced regular investment operations.
</FN>
</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, LORD ABBETT SERIES FUND, INC. AND GENERAL AMERICAN CAPITAL 
COMPANY  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 VKAC  Growth and  Income.  J.P.  Morgan  Investment
Management Inc. is the  sub-adviser for the following  portfolios of Cova Series
Trust: Select Equity, Small Cap Stock,  International  Equity,  Quality Bond and
Large Cap Stock.  Lord,  Abbett & Co. is the  sub-adviser  to the Bond Debenture
Portfolio of Cova Series Trust. Lord, Abbett & Co. is the investment adviser for
Lord Abbett Series Fund,  Inc.  which  currently  has one  operating  portfolio:
Growth and Income. Conning Asset Management Company is the adviser for the Money
Market Fund of General American  Capital Company.  All of these portfolios began
operations before May 1, 1997. 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  reflect the  insurance
charges as well as the fees and expenses of the investment  portfolio.  Column C
presents  performance  figures  for the  accumulation  units  which  reflect the
insurance charges, the contract maintenance charge, the fees and expenses of the
investment  portfolio,  and assume that you make a withdrawal  at the end of the
period and therefore  the  withdrawal  charge is reflected.  For the Cova Series
Trust  Portfolios  performance is shown from the dates shares were first offered
to the public as follows:  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;  May 1,  1992 for the VKAC  Growth  and  Income
Portfolio;  May 1, 1996 for the Select  Equity,  Small Cap Stock,  International
Equity,  Quality Bond, Large Cap Stock and Bond Debenture Portfolios and July 1,
1997 for the  Balanced,  Small Cap  Equity,  Equity  Income  and Growth & Income
Equity  Portfolios.  For the Lord Abbett  Series  Fund,  Inc.  Growth and Income
Portfolio  operations  commenced  on December  11, 1989 and June 3, 1996 for the
Money Market Fund of General American Capital Company.

   
PART 1 COVA SERIES TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
<TABLE>
<CAPTION>
<S>                         <C>         <C>           <C>         <C>       <C>            <C>         <C>           <C>     <C>
                             Column     A                         Column   B                          Column C
                            Portfolio   Performance                         Accumulation   Unit        Performance
Portfolio                        1 yr         5 yrs   since          1 yr          5 yrs   since        1 yr         5 yrs   since
- -----------------           ----------  ------------  ----------  --------  -------------  ----------  ------------  ------  -------
                                                      inception                            inception                       inception
                                                      ----------                           ----------                     ----------

VKAC Growth and Income     36.27%      17.78%       16.24%      33.87%       16.38%      14.84%        28.58%      15.56%   14.05%
Money Market                5.51%       4.69%        4.69%       4.11%        3.29%       3.29%       - 1.05%       2.18%    2.33%
Quality Income              9.05%       6.35%        7.85%       7.65%        4.95%       6.45%         2.43%       3.81%    5.68%
High Yield                 12.68%      10.45%       12.70%      11.28%        9.05%      11.30%         5.96%       7.94%   10.62%
Stock Index                39.16%      19.37%       17.62%      37.76%       17.97%      16.22%        32.42%      17.14%   15.46%
Select Equity              42.02%        --         28.68%      40.62%         --        27.28%        35.42%        --     24.16%
Small Cap Stock            31.34%        --         22.38%      29.94%         --        20.98%        24.75%        --     17.80%
International Equity       18.21%        --         14.08%      16.81%         --        12.68%        11.64%        --      9.43%
Quality Bond                9.02%        --          8.28%       7.62%         --         6.88%         2.47%        --      3.58%
Large Cap Stock            41.52%        --         32.07%      40.12%         --        30.67%        34.92%        --     27.57%
Bond Debenture             18.18%        --         18.65%      16.78%         --        17.25%        11.60%        --     14.04%
Balanced                     --          --         22.03%        --           --        20.63%          --          --       .67%
Small Cap Equity             --          --         56.50%        --           --        55.10%          --          --     30.85%
Equity Income                --          --         41.16%        --           --        39.76%          --          --     17.39%
Growth & Income Equity       --          --         34.61%        --           --        33.21%          --          --     11.66%
</TABLE>
    

PART 1 LORD ABBETT SERIES FUND, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
<TABLE>
<CAPTION>
<S>                        <C>         <C>           <C>         <C>      <C>            <C>         <C>           <C>     <C>

                            Column     A                         Column   B                          Column C
                           Portfolio   Performance                        Accumulation   Unit        Performance
Portfolio                       1 yr         5 yrs   since         1 yr          5 yrs   since              1 yr   5 yrs   since
- -----------------          ----------  ------------  ----------  -------  -------------  ----------  ------------  ------  ---------
                                                     inception                           inception                         inception
                                                     ----------                          ----------                        ---------

Growth and Income            33.52%       19.30%       16.96%     32.12%     17.90%        15.56%       26.69%     16.97%    14.93%
</TABLE>


PART 1 GENERAL AMERICAN CAPITAL COMPANY
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED 9/30/97
<TABLE>
<CAPTION>
<S>                <C>          <C>           <C>        <C>             <C>          <C>

                    Column A                  Column B                   Column C
                   Portfolio  Performance     Accumulation               Unit Performance
Portfolio           1 yr    since inception    1 yr    since inception    1 yr    since inception
- -----------------  -------  ---------------   -------  ----------------  -------  ----------------

Money Market       5.56%       5.54%          4.16%      4.14%           (0.98)%      0.57%
  
</TABLE>

   
PART 2 - GENERAL  AMERICAN CAPITAL COMPANY,  VARIABLE  INSURANCE  PRODUCTS FUND,
VARIABLE  INSURANCE  PRODUCTS FUND II AND VARIABLE  INSURANCE PRODUCTS FUND III,
AIM VARIABLE  INSURANCE FUNDS, INC. AND MFS VARIABLE  INSURANCE TRUST ("Existing
Funds")
    

Shares of the General  American  Capital  Company  Money  Market Fund were first
offered under the Contract on June 3, 1996. Shares of the Portfolios of Variable
Insurance  Products  Fund,  Variable  Insurance  Products  Fund II and  Variable
Insurance Products Fund III, AIM Variable Insurance Funds, Inc. and MFS Variable
Insurance  Trust were first  offered  under the  contract as of the date of this
prospectus. However, the Existing Funds have been in existence for some time and
therefore  have  an  investment  performance  history.  In  order  to  show  how
investment performance of the Existing Funds affect accumulation unit values, we
have developed performance information.

The chart below shows the  investment  performance of the Existing Funds and the
accumulation  units performance  calculated by assuming that accumulation  units
were invested in the Portfolio of the Existing Fund for the same periods.

The performance  figures in Column A for the Existing Funds reflect the fees and
expenses paid by the Portfolio.  Column B presents  performance  figures for the
accumulation  units which reflect the insurance  charges as well as the fees and
expenses  of the  Portfolio.  Column  C  presents  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 2 GENERAL AMERICAN CAPITAL COMPANY MONEY MARKET FUND
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
<TABLE>
<CAPTION>
<S>                  <C>             <C>   <C>       <C>           <C>       <C>           <C>          <C>          <C>     <C>

                    Portfolio              Column A                  Column   B                    Column   C
                    Inception              Fund    Performance                           Accumulation   Unit     Performance
Portfolio           Date          1 yr     5 yrs        10 yrs     1 yr    5 yrs         10 yrs         1 yr      5 yrs     10 yrs 
- ----------------    ---------    -------   ------  ------------  -------  -----------    -------------  -------  ---------  --------

Money Market         
</TABLE>      

PART 2 VARIABLE INSURANCE PRODUCTS FUND 
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
<TABLE>

<CAPTION>

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

                    Portfolio              Column A                  Column   B                    Column   C
                    Inception              Fund    Performance                           Accumulation   Unit     Performance
Portfolio           Date           1 yr    5 yrs        10 yrs     1 yr    5 yrs         10 yrs         1 yr      5 yrs     10 yrs 
- ----------------    ---------    -------  ------  ------------   -------  ---------      -------------  -------  ---------  --------

VIP Growth          10/9/86     27.05%    21.38%    14.70%        25.65%   19.98%          13.30%        20.55%    15.38%    13.20%

VIP Equity-Income   10/9/86     33.92%    21.48%    14.04%        32.52%   20.08%          12.64%        27.42%    15.48%    12.54%
</TABLE>

VARIABLE INSURANCE PRODUCTS FUND II
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
<TABLE>
<CAPTION>
<S>                    <C>       <C>                <C>         <C>       <C>            <C>            <C> 

                                 Column A                                Column   B                    Column   C
Portfolio           Portfolio         Fund        Performance             Accumulation                 Performance
                    inception                     since                   since           Unit         since
                    date         1 yr             inception      1 yr     inception       1 yr         inception
- ----------------    ---------   -------------     ------------   -------  -------------  -----------  ------------ 
VIP II Contrafund    1/3/95     36.56%             31.71%       35.16%     30.31%         30.06%       25.71%
</TABLE>

PART 2 VARIABLE INSURANCE PRODUCTS FUND III
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97

   
<TABLE>
<CAPTION>

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

                                 Column A                                Column   B                    Column   C
Portfolio           Portfolio          Fund       Performance             Accumulation                 Performance
                    inception                     since                   since           Unit         since
                    date         1 yr             inception      1 yr     inception       1 yr         inception
- ----------------    ---------   -------------     ------------   -------  -------------  -----------  ------------ 
VIP III Growth 
Opportunities        1/3/95      36.01%            27.62%        34.61%    26.22%         29.51%        21.62%

VIP III Growth 
& Income            12/31/96       --              32.22%          --      30.82%           --          26.22%


PART 2 AIM VARIABLE INSURANCE FUNDS, INC.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
</TABLE>
    

<TABLE>
<CAPTION>

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

                                 Column A                                Column   B                    Column   C
Portfolio           Portfolio         Fund        Performance             Accumulation                 Performance
                    inception                     since                   since           Unit         since
                    date         1 yr             inception      1 yr     inception       1 yr         inception
- ----------------    ---------   -------------     ------------   -------  -------------  ---------     ------------ 

AIM V.I. Capital
Appreciation         5/5/93       25.01%            22.19%        23.61%    20.79%        18.51%         16.19%

AIM V.I.            
International
Equity              5/5/93        22.53%            15.73%        21.13%    14.33%        16.03%          9.73% 

AIM V.I. Value      5/5/93        34.08%            21.43%        32.68%    20.03%        27.58%         15.43%
</TABLE>

PART 2 MFS VARIABLE INSURANCE TRUST
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED 9/30/97
   
<TABLE>
<CAPTION>


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

                                     Column A                                Column   B                    Column   C
Portfolio               Portfolio         Fund        Performance             Accumulation                 Performance
                        inception                     since                   since           Unit         since
                        date         1 yr             inception      1 yr     inception       1 yr         inception
- ----------------        ---------   -------------     ------------   -------  -------------  ---------     ------------ 

MFS Emerging Growth      7/24/95      23.78%            28.49%        22.47%    27.09%        17.37%         22.49%
MFS Research             7/26/95      28.99%            26.18%        27.59%    24.78%        22.49%         20.18%
MFS Growth With Income   10/9/95      33.88%            29.23%        32.48%    27.83%        27.38%         23.23%
MFS High Income          7/26/95      14.74%            13.24%        13.34%    11.84%         8.24%          7.24%
MFS World Governments    6/14/94       2.06%             5.58%          .66%     4.18%        (4.44)%        (0.42)%
</TABLE>
    



- ---------------------------
- ---------------------------                                            STAMP
- ---------------------------


                              Cova Financial Services Life
                               Insurance Company
                              Attn: Variable Products
                              One Tower Lane
                              Suite 3000
                              Oakbrook Terrace, Illinois 60181-4644









        Please send me, at no charge, the Statement of Additional Information
     dated December ____, 1997, for The Annuity Contract issued by Cova.    




                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by

                        COVA VARIABLE ANNUITY ACCOUNT ONE
                                    
                                       AND

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                    

   
THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH THE  PROSPECTUS  DATED  DECEMBER____,  1997,  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 DECEMBER ____, 1997.    


                              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 - Existing Funds    

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. 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 $275 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.

   On April 1, 1996, the Company  contributed  initial  capital to the Large Cap
Stock and Quality Bond Sub-Accounts of the Separate Account. As of September 30,
1997,  the capital  contributed to the Large Cap Stock  Sub-Account  represented
approximately  __% of the  total  assets  of such  Sub-Account  and the  capital
contributed to the Quality Bond Sub-Account represented approximately ___ of the
total assets of such Sub-Account.  The Company currently intends to remove these
assets from the Sub-Accounts on a pro rata basis in proportion to money invested
in the Sub-Accounts by Contract Owners.    

                                   EXPERTS

The consolidated  balance sheets of the Company as of December 31, 1996 and 1995
and the related consolidated statements of income, shareholder's equity and cash
flows for the year ended  December  31, 1996 and the  periods  from June 1, 1995
through  December  31, 1995 and January 1, 1995 through May 31, 1995 and for the
year  ended  December  31,  1994  and  the  combined  statement  of  assets  and
liabilities  of the  Separate  Account as of  December  31, 1996 and the related
statement of operations for the year then ended and the statements of changes in
contract owners' equity for the years ended December 31, 1996 and 1995, 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 any reduction or elimination  of the  Withdrawal  Charge be permitted
where the  reduction  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 expenses 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.
   
Performance Information - Existing Funds

The Money  Market Fund of General  American  Capital  Company was first  offered
under the  Contract on June 3, 1996.  Shares of the  Portfolios  of AIM Variable
Insurance Funds,  Inc.,  Variable  Insurance  Products Fund,  Variable Insurance
Products  Fund  II,  Variable  Insurance  Products  Fund  III and  MFS  Variable
Insurance  Trust were first  offered  under the  Contract  as of the date of the
prospectus. However, certain Portfolios of General American Capital Company, AIM
Variable  Insurance Funds,  Inc.,  Variable  Insurance  Products Fund,  Variable
Insurance  Products  Fund  II,  Variable  Insurance  Products  Fund  III and MFS
Variable Insurance Trust ("Existing Funds") have been in existence for some time
and therefore have an investment  performance  history.  In order to demonstrate
how  investment  experience  of the Existing  Funds  affects  Accumulation  Unit
values, performance information was developed. The information is based upon the
historical  experience of the Existing Funds and is for the periods  shown.  The
prospectus contains a chart of performance information.

Future performance of the Existing Funds 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 Existing  Funds is calculated for a specified  period of
time by  assuming  an  initial  Purchase  Payment  of  $1,000  allocated  to the
Portfolio.  There are  performance  figures  for the  Accumulation  Units  which
reflect the insurance charges as well as the Portfolio expenses.  There are also
performance  figures  for the  Accumulation  Units which  reflect the  insurance
charges,  the contract  maintenance charge, the Portfolio  expenses,  and assume
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 performance may also show figures when no
withdrawal is assumed.    

                                  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 HEREIN 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  herein 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
herein.  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;  (f)  distributions
made to an alternate payee pursuant to a qualified domestic relations order; (g)
distributions from an Individual  Retirement Annuity for the purchase of medical
insurance  (as described in Section  213(d)(1)(D)  of the Code) for the Owner or
Annuitant (as  applicable)  and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception  will no longer  apply after the Owner or  Annuitant  (as
applicable) has been re-employed for at least 60 days); (h)  distributions  from
an Individual  Retirement Annuity made to the Owner or Annuitant (as applicable)
to the extent such  distributions  do not exceed the qualified  higher education
expenses (as defined in Section  72(t)(7) of the Code) of the Owner or Annuitant
(as  applicable)  for the  taxable;  and (i)  distributions  from an  Individual
Retirement  Annuity made to the Owner or  Annuitant  (as  applicable)  which are
qualified  first-time home buyer distributions (as defined in Section 72(t)(8)of
the Code.) The  exceptions  stated in (d) 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 begin no later than April
1st of the  calendar  year  following  the  later of (a) the  year in which  the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  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.

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:

(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.

The total  dollar  amount of each  Variable  Annuity  Payment  is the sum of all
investment  portfolios'  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 investment  portfolio 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:

(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.

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.


COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Statements

(UNAUDITED)

September 30, 1997








<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES
September 30, 1997   (Unaudited)
(In thousands of dollars)


ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

<S>                                                                                                           <C>
COVA SERIES TRUST:
  Quality Income Portfolio - 3,933,677 shares at a net asset value of $10.73 per share (cost $41,496)         $ 42,207
  High Yield Portfolio - 3,028,141 shares at a net asset value of $11.13 per share (cost $32,096 )              33,697
  Growth and Income Portfolio - 2,686,458 shares at a net asset value of $17.24 per share (cost $34,476)        46,325
  Money Market Portfolio - 52,103,875 shares at a net asset value of $1.00 per share (cost $52,104)             52,104
  Stock Index Portfolio - 4,172,727 shares at a net asset value of $20.60 per share (cost $58,709 )             85,942
  Bond Debenture Portfolio - 3,185,066 shares at a net asset value of $12.15 per share (cost $36,502)           38,707
  Quality Bond Portfolio - 1,067,007 shares at a net asset value of $10.38 per share (cost $10,843)             11,071
  Small Cap Stock Portfolio - 3,278,475 shares at a net asset value of $13.36 per share (cost $36,370)          43,794
  Large Cap Stock Portfolio - 884,997 shares at a net asset value of $14.34 per share (cost $8,934)             12,694
  Select Equity Portfolio - 5,534,428  shares at a net asset value of $14.11 per share (cost $63,844)           78,075
  International Equity Portfolio - 4,388,348  shares at a net asset value of $12.11 per share (cost $48,963)    53,130
  Balanced Portfolio -   20,767  shares at a net asset value of $10.51 per share (cost $213)                       218
  Growth & Income Equity Portfolio - 55,385 shares at a net asset value of $10.77 per share (cost $580)            597
  Small Cap Equity Portfolio - 15,097 shares at a net asset value of $11.19  per share (cost $161)                 169
  Equity Income Portfolio - 24,159 shares at a net asset value of $10.90 per share (cost $254)                     263
  Mid-Cap Value Portfolio - 10,000 shares at a net asset value of $10.44 per share (cost $100 )                    104
  Large Cap Research Portfolio - 10,000  shares at a net asset value of $10.04  per share (cost $100)              100
  Developing Growth Portfolio - 10,000 shares at a net asset value of $11.19 per share (cost $100)                 112

LORD ABBETT SERIES FUND, INC:
  Growth and Income Portfolio - 21,136,644  shares at a net asset value of $21.22 per share (cost $322,534)    448,429

GENERAL AMERICAN CAPITAL COMPANY:
   Money Market Portfolio - 90,467 shares at a net asset value of $17.97  per share (cost $1,590 )               1,626

Total Assets                                                                                                  $949,364

</TABLE>

See accompanying notes to unaudited financial statements
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES   (Continued)
September 30, 1997   (Unaudited)
(In thousands of dollars)



<TABLE>

<CAPTION>

<S>                                                                                    <C>
LIABILITIES AND CONTRACT OWNERS EQUITY

Contract Owners' Equity:

  Accumulation Phase:

  Trust Quality Income - 2,586,950 accumulation units at $16.290615 per unit           $ 42,143
  Trust High Yield - 1,458,818  accumulation units at $23.069578  per unit               33,654
  Trust Growth and Income - 2,187,652 accumulation units at $21.166476 per unit          46,304
  Trust Money Market - 4,255,070 accumulation units at $12.244078 per unit               52,100
  Trust Stock Index 3,529,378 accumulation units at $24.342237 per unit                  85,913
  Trust Bond Debenture  - 3,058,369  accumulation units at $12.656085  per unit          38,707
  Trust Quality Bond - 1,017,806  accumulation units at $10.877551 per unit              11,071
  Trust Small Cap Stock  - 3,179,176  accumulation units at $13.775226 per unit          43,794
  Trust Large Cap Stock  - 865,130  accumulation units at $14.621557 per unit            12,649
  Trust Select Equity  - 5,494,928  accumulation units at $14.200213  per unit           78,029
  Trust International Equity  - 4,390,462  accumulation units at $12.101316  per unit    53,130
  Trust Balanced - 20,827  accumulation units at $10.478753  per unit                       218
  Trust Growth and Income Equity  - 55,548 accumulation units at $10.741146 per unit        597
  Trust Small Cap Equity  - 15,141 accumulation units at $11.156281 per unit                169
  Trust Equity Income - 24,231 accumulation units at $10.870351 per unit                    263
  Trust Mid Cap  - 10,000 accumulation units at $10.436222  per unit                        104
  Trust Large Cap Research - 100,000  accumulation units at $10.041286  per unit            100
  Trust Developing Growth  - 10,000  accumulation units at $11.192242  per unit             112
  Fund Growth and Income - 14,473,804  accumulation units at $30.940092  per unit       447,820
  GACC Money Market  - 154,036  accumulation units at $10.553104  per unit                1,626

 ANNUITIZATION PHASE:

  Trust Quality Income - 4,955  annuity units at 12.934418  per unit                         64
  Trust High Yield - 2,351  annuity units at 18.316777  per unit                             43
  Trust Growth and Income - 1,142  annuity units at 18.032832  per unit                      21
  Trust Money Market - 440 annuity units at 10.178462  per unit                               4
  Trust Stock Index - 1,429  annuity units at 20.438245  per unit                            29
  Trust Large Cap Stock - 3,182 annuity units at 13.984438 per unit                          45
  Trust Select Equity - 3,402 annuity units at 13.581454 per unit                            46
  Fund Growth and Income - 24,773  annuity units at 24.565806  per unit                     609











   Total Contract Owners' Equity                                                        949,364



   Total Liabilities and Contract Owners' Equity                                       $949,364
</TABLE>

See accompanying notes to unaudited financial statements




COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1997   (Unaudited)
(In thousands of dollars)

                       COVA

                                                  SERIES TRUST

<TABLE>

<CAPTION>

<S>                              <C>        <C>     <C>        <C>      <C>       <C>         <C>       <C>          <C>
                                 QUALITY    HIGH    GROWTH &   MONEY    STOCK     BOND        QUALITY   SMALL CAP    LARGE CAP
                                 INCOME     YIELD   INCOME     MARKET   INDEX     DEBENTURE   BOND       STOCK       EQUITY
                                 ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------
                                                                                                         STOCK
                                                                                                        -----------             

INVESTMENT INCOME:
- -------------------------------                                                                                                 
 INCOME:
- -------------------------------                                                                                                 
    Dividends and Capital Gains  $  2,647   $1,652  $     778  $ 1,994  $   793   $      385  $    221  $      165   $      139 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------
      Total Income                  2,647    1,652        778    1,994      793          385       221         165          139 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

 EXPENSES:
- -------------------------------                                                                                                 
    Mortality and Expense
- -------------------------------                                                                                                 
       Risk Fee                       497      378        361      456      710          162        67         235          135 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------
    Administrative Fee                 60       45         43       55       85           19         8          28           16 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------
      Total Expenses                  557      423        404      511      795          181        75         263          151 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

Net Investment Income               2,090    1,229        374    1,483       (2)         204       146         (98)         (12)
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

NET REALIZED GAIN
- -------------------------------                                                                                                 
  ON INVESTMENTS                      300      726        475       --   11,332           25        32          14        1,517 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

NET CHANGE IN UNREALIZED
- -------------------------------                                                                                                 
  GAIN/(LOSS) ON INVESTMENTS         (224)   1,111      7,648       --    6,962        1,934       198       6,890        2,229 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

NET REALIZED AND UNREALIZED
- -------------------------------                                                                                                 
  GAIN/(LOSS) ON INVESTMENTS           76    1,837      8,123       --   18,294        1,959       230       6,904        3,746 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

NET INCREASE INCONTRACT
- -------------------------------                                                                                                 
 OWNERS' EQUITYRESULTING
- -------------------------------                                                                                                 
 FROM OPERATIONS                 $  2,166   $3,066  $   8,497  $ 1,483  $18,292   $    2,163  $    376  $    6,806   $    3,734 
- -------------------------------  ---------  ------  ---------  -------  --------  ----------  --------  -----------  -----------

<S>                              <C>       <C>
                                 SELECT    INTL
                                 EQUITY    EQUITY
                                 --------  -------



INVESTMENT INCOME:
- -------------------------------                   
 INCOME:
- -------------------------------                   
    Dividends and Capital Gains  $   436   $   346
- -------------------------------  --------  -------
      Total Income                   436       346
- -------------------------------  --------  -------

 EXPENSES:
- -------------------------------                   
    Mortality and Expense
- -------------------------------                   
       Risk Fee                      433       293
- -------------------------------  --------  -------
    Administrative Fee            51,917        35
- -------------------------------  --------  -------
      Total Expenses                 485       328
- -------------------------------  --------  -------

Net Investment Income                (49)       18
- -------------------------------  --------  -------

NET REALIZED GAIN
- -------------------------------                   
  ON INVESTMENTS                      23        11
- -------------------------------  --------  -------

NET CHANGE IN UNREALIZED
- -------------------------------                   
  GAIN/(LOSS) ON INVESTMENTS      13,021     3,371
- -------------------------------  --------  -------

NET REALIZED AND UNREALIZED
- -------------------------------                   
  GAIN/(LOSS) ON INVESTMENTS      13,044     3,382
- -------------------------------  --------  -------

NET INCREASE INCONTRACT
- -------------------------------                   
 OWNERS' EQUITYRESULTING
- -------------------------------                   
 FROM OPERATIONS                 $12,995   $ 3,400
- -------------------------------  --------  -------
</TABLE>

See accompanying notes to unaudited financial statements
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 1997  (Unaudited) (Continued)
(In thousands of dollars)


                  COVA                                                        
           LORD ABBETT

                                     SERIES TRUST                             
                             SERIES FUND, INC.      GACC

__________________________________________________   _____________   ______
<TABLE>

<CAPTION>

                                              Growth & Income                                                           Growth &
                                             -----------------                                                         ----------
                                                                Small Cap   Equity   Mid-Cap   Large Cap  Developing        
                                                                ----------  -------  --------  ---------  -----------       
                                  Balanced        Equity          Equity    Income    Value    Research     Growth       INCOME
                                  ---------  -----------------  ----------  -------  --------  ---------  -----------  ----------
<S>                               <C>        <C>                <C>         <C>      <C>       <C>        <C>          <C>
INVESTMENT INCOME:
 INCOME:
    Dividends and Capital Gains          --                --           --       --        --         --           --
       Distributions                                                                                                   $       0 
      Total Income                       --                --           --       --        --         --           --          0 

 EXPENSES:
    Mortality and Expense
       Risk Fee                          --                 1           --       --        --         --           --      3,387 
    Administrative Fee                   --                --           --       --        --         --           --        406 
      Total Expenses                     --                 1           --       --        --         --           --      3,793 

Net Investment Income                    --                (1)          --       --        --         --           --     (3,793)

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                         --                --           --       --        --         --           --        572 

NET CHANGE IN UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS              5                17            8       10         4         --           12     79,407 

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS              5                17            8       10         4         --           12     79,979 

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                 $       5  $             16   $        8  $    10  $      4         --  $        12  $  76,186 



                                   Global    Money
                                  --------  --------      
                                   EQUITY    MARKET    TOTAL
                                  --------  --------  --------
<S>                               <C>       <C>       <C>
INVESTMENT INCOME:
 INCOME:
    Dividends and Capital Gains
       Distributions              $     0   $     0   $  9,556
      Total Income                      0         0      9,556

 EXPENSES:
    Mortality and Expense
       Risk Fee                         8        14      7,137
    Administrative Fee                  1         2        855
      Total Expenses                    9        16      7,992

Net Investment Income                  (9)      (16)     1,564

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                      (36)       32     15,023

NET CHANGE IN UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS           (1)       30    122,632

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS          (37)       62    137,655

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                    ($46)  $    46   $139,219
</TABLE>

See accompanying notes to unaudited financial statements

COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF CHANGES IN CONTRACT OWNERS EQUITY
For the Nine Months Ended September 30, 1997   (Unaudited)
(In thousands of dollars)


                                                         COVA

                                                      SERIES TRUST     

_____________________________________________________________________________
_________________________________
<TABLE>

<CAPTION>

<S>                           <C>        <C>        <C>         <C>        <C>        <C>          <C>        <C>
                              Quality    High       Growth &    Money      Stock      Bond         Quality    Small Cap
                              INCOME     YIELD      INCOME      MARKET     INDEX      DEBENTURE    BOND        STOCK
                              ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

FROM OPERATIONS:
- ----------------------------                                                                                             
  Net Investment Income       $  2,090   $  1,229   $     374   $  1,483        ($2)  $      204   $    146         ($98)
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------
  Net Realized Gain
- ----------------------------                                                                                             
    on Investments                 300        726         475         --     11,332           25         32           14 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------
  Net Unrealized Gain/(Loss)
- ----------------------------                                                                                             
    on Investments                (224)     1,111       7,648         --      6,962        1,934        198        6,890 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

Net Increase in Contract
- ----------------------------                                                                                             
  Owners' Equity Resulting
- ----------------------------                                                                                             
     from Operations
- ----------------------------                                                                                             
                                 2,166      3,066       8,497      1,483     18,292        2,163        376        6,806 
                              ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------
From Account Unit
- ----------------------------                                                                                             
  Transactions:
- ----------------------------                                                                                             

Contributions by Cova               --         --          --         --         --           --         --           -- 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

 Redemptions by Cova                --         --          --         --         --           --     (2,144)          -- 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

 Proceeds from Units of
- ----------------------------                                                                                             
  the Account Sold                 398        647       1,955     40,202      2,075        5,814      1,742        6,435 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------
 Payments for Units of the
- ----------------------------                                                                                             
  Account Redeemed              (5,916)    (1,874)     (1,379)    (5,412)    (8,323)        (491)      (257)        (584)
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------
Account Transfers               (6,267)   (11,013)      4,836    (14,877)   (15,211)      23,770      6,078       17,144 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

Net Increase/(Decrease) in
- ----------------------------                                                                                             
  Contract Owners' Equity
- ----------------------------                                                                                             
    From Account Unit
- ----------------------------                                                                                             
      Transactions             (11,785)   (12,240)      5,412     19,913    (21,459)      29,093      5,419       22,995 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

Net Increase/(Decrease) in
- ----------------------------                                                                                             
  Contract Owners' Equity       (9,619)    (9,174)     13,909     21,396     (3,167)      31,256      5,795       29,801 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

Contract Owners' Equity:
- ----------------------------                                                                                             
  Beginning of Period           51,826     42,871      32,416     30,708     89,109        7,451      5,276       13,993 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------
  End of Period               $ 42,207   $ 33,697   $  46,325   $ 52,104   $ 85,942   $   38,707   $ 11,071   $   43,794 
- ----------------------------  ---------  ---------  ----------  ---------  ---------  -----------  ---------  -----------

<S>                           <C>          <C>       <C>
                              Large Cap    Select    Intl
                              STOCK        EQUITY    EQUITY
                              -----------  --------  --------

FROM OPERATIONS:
- ----------------------------                                 
  Net Investment Income             ($12)     ($49)  $    18 
- ----------------------------  -----------  --------  --------
  Net Realized Gain
- ----------------------------                                 
    on Investments                 1,517        23        11 
- ----------------------------  -----------  --------  --------
  Net Unrealized Gain/(Loss)
- ----------------------------                                 
    on Investments                 2,229    13,021     3,371 
- ----------------------------  -----------  --------  --------

Net Increase in Contract
- ----------------------------                                 
  Owners' Equity Resulting
- ----------------------------                                 
     from Operations
- ----------------------------                                 
                                   3,734    12,995     3,400 
                              -----------  --------  --------
From Account Unit
- ----------------------------                                 
  Transactions:
- ----------------------------                                 

Contributions by Cova                 --        --        -- 
- ----------------------------  -----------  --------  --------

 Redemptions by Cova             (14,430)       --        -- 
- ----------------------------  -----------  --------  --------

 Proceeds from Units of
- ----------------------------                                 
  the Account Sold                 3,444    14,115     8,828 
- ----------------------------  -----------  --------  --------
 Payments for Units of the
- ----------------------------                                 
  Account Redeemed                  (293)     (847)     (734)
- ----------------------------  -----------  --------  --------
Account Transfers                  4,488    29,653    27,303 
- ----------------------------  -----------  --------  --------

Net Increase/(Decrease) in
- ----------------------------                                 
  Contract Owners' Equity
- ----------------------------                                 
    From Account Unit
- ----------------------------                                 
      Transactions                (6,791)   42,921    35,397 
- ----------------------------  -----------  --------  --------

Net Increase/(Decrease) in
- ----------------------------                                 
  Contract Owners' Equity         (3,057)   55,916    38,797 
- ----------------------------  -----------  --------  --------

Contract Owners' Equity:
- ----------------------------                                 
  Beginning of Period             15,751    22,159    14,333 
- ----------------------------  -----------  --------  --------
  End of Period               $   12,694   $78,075   $53,130 
- ----------------------------  -----------  --------  --------
</TABLE>

See accompanying notes to unaudited financial statements

COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF CHANGES IN CONTRACT OWNERS EQUITY
For the Nine Months Ended September 30, 1997   (Unaudited) (Continued)
(In thousands of dollars)


                                             COVA                             
                                          LORD ABBETT

                                        SERIES TRUST                          
                                    SERIES FUND, INC.         GACC

____________________________________________________________________   
________________      ________
<TABLE>

<CAPTION>

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

                                          Growth & Income    Small Cap                        Large Cap                Growth &
                                          -----------------  -----------                      ----------               ----------
                                                                          Equity    Mid-Cap               Developing   
                                                                          --------  --------              -----------            
                              Balanced    Equity             Equity       Income    Value     Research    Growth       Income
                              ----------  -----------------  -----------  --------  --------  ----------  -----------  ----------
FROM OPERATIONS:
  Net Investment Income              --                ($1)          --        --         --          --           --     (3,793)
  Net Realized Gain/(Loss)
    on Investments                   --                 --           --        --         --          --           --        572 
  Net Unrealized Gain/(Loss)
    on Investments                    5                 17            8        10          4          --           12     79,407 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations                  5                 16            8        10          4          --           12     76,186 

From Account Unit
  Transactions:

Contributions by Cova                 1                  1            1         1        100         100          100         -- 

 Redemptions by Cova                 (1)                (1)          (1)       (1)        --          --           --         -- 

 Proceeds from Units of
  the Account Sold                   78                291           52        91         --          --           --     32,390 
 Payments for Units of the
  Account Redeemed                   (1)                (1)          --        (2)        --          --           --    (15,417)
Account Transfers                   136                291          109       164         --          --           --     60,912 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions                  212                580          160       252        100         100          100     77,885 

Net Increase/(Decrease) in
  Contract Owners' Equity           218                597          169       263        104         100          112    154,071 

Contract Owners' Equity:
  Beginning of Period                 0                  0            0         0          0           0            0    294,358 
  End of Period               $     218   $            597   $      169   $   263   $    104  $      100  $       112  $ 448,429 

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



                              Global    Money
                              --------  --------           
                              Equity    Market    Total
                              --------  --------  ---------
FROM OPERATIONS:
  Net Investment Income            (9)      (16)     1,564 
  Net Realized Gain/(Loss)
    on Investments                (36)       32     15,023 
  Net Unrealized Gain/(Loss)
    on Investments                 (1)       30    122,632 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations              (46)       46    139,219 

From Account Unit
  Transactions:

Contributions by Cova              --        --        304 

 Redemptions by Cova               --        --    (16,578)

 Proceeds from Units of
  the Account Sold                  5     1,531    120,093 
 Payments for Units of the
  Account Redeemed               (114)      (51)   (41,696)
Account Transfers              (2,228)     (258)   125,030 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions             (2,337)    1,222    187,153 

Net Increase/(Decrease) in
  Contract Owners' Equity      (2,383)    1,268    326,372 

Contract Owners' Equity:
  Beginning of Period           2,383       358    622,992 
  End of Period               $     0   $ 1,626   $949,364 
</TABLE>

See accompanying notes to unaudited financial statements

COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF CHANGES IN CONTRACT OWNERS EQUITY
For the Year Ended December 31, 1996
(In thousands of dollars)

              COVA            LORD ABBETT                    SERIES TRUST     
                                                SERIES FUND, INC.     GACC

<TABLE>

<CAPTION>

                               QUALITY     HIGH     GROWTH &    MONEY      STOCK       BOND       QUALITY      SMALL      LARGE
                               Income     Yield      Income     Market     Index     Debenture     Bond      Cap Stock       

<S>                           <C>        <C>       <C>         <C>       <C>        <C>          <C>        <C>          <C>
FROM OPERATIONS:
  Net Investment Income       $  1,465   $ 2,924   $   1,322   $ 1,284   $  3,048   $      200   $    143   $      509   $   310 
  Net Realized Gain/(Loss)
    on Investments                  44      (169)        164        --      3,892           13         44           47        85 
  Net Unrealized Gain/(Loss)
    on Investments                (534)      952       2,566        --      9,295          271         30          533     1,531 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations               975     3,707       4,052     1,284     16,235          484        217        1,089     1,926 

From Account Unit
  Transactions:
Contributions by Cova               --        --          --        --         --          500      5,000        5,000    15,000 

 Redemptions by Cova                --        --          --        --         --         (508)    (3,000)      (5,135)   (3,846)

 Proceeds from Units of
  the Account Sold               1,603     1,989       2,777    43,943      3,731        3,795        995        6,112       800 
 Payments for Units of the
  Account Redeemed              (4,251)   (2,299)       (866)   (3,044)    (4,891)        (164)       (19)         (71)       -- 
Account Transfers               12,246     2,962       6,836    45,603    (11,728)       3,344      2,083        6,998     1,871 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions               9,598     2,652       8,747    (4,704)   (12,888)       6,967      5,059       12,904    13,825 

Net Increase/(Decrease) in
  Contract Owners' Equity       10,573     6,359      12,799    (3,420)     3,347        7,451      5,276       13,993    15,751 

Contract Owners' Equity:
  Beginning of Period           41,253    36,512      19,617    34,128     85,762           --         --           --        -- 
  End of Period               $ 51,826   $42,871   $  32,416   $30,708   $ 89,109   $    7,451   $  5,276   $   13,993   $15,751 

                                SELECT       INTL     GROWTH &    GLOBAL    Money
                               Cap Stock    Equity     Equity     INCOME    EQUITY    Market    TOTAL
                                                                 --------                         
<S>                           <C>          <C>       <C>         <C>       <C>       <C>        <C>
FROM OPERATIONS:
  Net Investment Income       $      228   $    25   $  15,839   $   262       ($1)  $ 27,558 
  Net Realized Gain/(Loss)
    on Investments                   (17)       72         532        43        --      4,750 
  Net Unrealized Gain/(Loss)
    on Investments                 1,210       796      24,020      (151)        6     40,525 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations               1,421       893      40,391       154         5     72,833 

From Account Unit
  Transactions:
Contributions by Cova              5,000     5,000          --        --        --     35,500 

 Redemptions by Cova              (4,922)   (5,128)         --        --        --    (22,539)

 Proceeds from Units of
  the Account Sold                10,306     5,710      31,434       231        88    113,514 
 Payments for Units of the
  Account Redeemed                  (115)      (60)    (13,615)     (328)       --    (29,723)
Account Transfers                 10,469     7,918      45,518      (174)      265     43,005 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions                20,738    13,440      63,337      (271)      353    139,757 

Net Increase/(Decrease) in
  Contract Owners' Equity         22,159    14,333     103,728      (117)      358    212,590 

Contract Owners' Equity:
  Beginning of Period                 --        --     190,630     2,500        --    410,402 
  End of Period               $   22,159   $14,333   $ 294,358   $ 2,383   $   358   $622,992 
</TABLE>

See accompanying notes to unaudited financial statements


COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 1997

1.  ORGANIZATION:

Cova 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").  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 the Cova Series Trust ("Trust"), the Lord Abbett
Series  Fund,  Inc.  ("Fund") or General American Capital Company (GACC).  The
Trust  consists of eighteen portfolios of which five portfolios are managed by
Van  Kampen  American  Capital  Investment Advisory Corp., five are managed by
J.P. Morgan Investment Management, Inc., four are managed by Mississippi
Valley  Advisors, Inc. and four portfolios are  managed by Lord, Abbett & Co. 
The  Trust  portfolios  available  for investment are the Quality Income, High
Yield,  Growth and Income, Money Market, Stock Index, Select Equity, Large Cap
Stock,  Small  Cap  Stock, International Equity, Quality Bond, Bond Debenture,
Balanced,  Small  Cap  Equity,  Equity Income, Growth & Income Equity, Mid-Cap
Value,  Large Cap Research and Developing Growth Portfolios.  The Fund has one
portfolio  available  for  investment:  the Growth and Income Portfolio.  GACC
has the Money Market Portfolio available for investment. Not all portfolios of
the Trust, Fund and GACC are available for investment depending upon the
nature  and  specific terms of the different contracts currently being offered
for  sale.  The Trust, Fund and GACC are all diversified, open-end, management
investment companies which are intended to meet differing investment
objectives.

In order to satisfy diversification requirements and provide for optimum
policyholder  returns,  Cova  has made periodic contributions to the Trust and
Fund to provide for the initial purchases of investments.  In return, Cova has
been  credited with accumulation units of the Separate Account.  As additional
funds  are received through policyholder deposits, Cova 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
accumulation  units.    Cova  contributed approximately $35.5 million and $0.3
million  in  1996  and  1997, respectively, to the separate account of which, 
after  subsequent redemptions, net of realized and unrealized gains and losses
on investments, approximately $1.3 million remains as of September 30, 1997.

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

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

B.  REINVESTMENT OF DIVIDENDS

With the exception of GACC, 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.

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

<PAGE>

COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 1997

C.  FEDERAL INCOME TAXES

Operations  of  the  Separate Account form a part of Cova, 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
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 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.  GENERAL:

The accompanying unaudited financial statements include all adjustments,
consisting  of  normal recurring accruals, that management considers necessary
for  fair presentation of the Separate Accounts financial position and results
of  operations  as of and for the interim periods presented.  Certain footnote
disclosures normally included in the financial statements prepared in
accordance  with  generally accepted accounting principles have been condensed
or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although the Separate Account believes the disclosures in
these  financial  statements   are  adequate to present fairly the information
contained herein.  The results of operations for the nine months ended
September 30, 1997, are not necessarily indicative of the results to be
expected for the full year.








COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Statements

December 31, 1996

(With Independent Auditors' Report Thereon)






<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
(In thousands of dollars)

ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

<S>                                                                                                          <C>
COVA SERIES TRUST:
  Quality Income Portfolio - 4,773,562 shares at a net asset value of $10.69 per share (cost $50,095)        $ 51,030
  High Yield Portfolio - 3,864,501 shares at a net asset value of $10.63 per share (cost $40,574)              41,065
  Growth and Income Portfolio - 2,212,069 shares at a net asset value of $13.99 per share (cost $26,737)       30,939
  Money Market Portfolio - 30,708,197 shares at a net asset value of $1.00 per share (cost $30,708)            30,708
  Stock Index Portfolio - 5,310,381 shares at a net asset value of $16.13 per share (cost $65,367)             85,638
  Bond Debenture Portfolio - 659,052 shares at a net asset value of $10.97 per share (cost $6,959)              7,230
  Quality Bond Portfolio - 510,720  shares at a net asset value of $10.08 per share (cost $5,119)               5,149
  Small Cap Stock Portfolio - 1,229,042 shares at a net asset value of $10.92 per share (cost 12,890)          13,424
  Large Cap Stock Portfolio - 1,383,680 shares at a net asset value of $11.11 per share (cost $13,844)         15,375
  Select Equity Portfolio - 2,034,176  shares at a net asset value of $10.74 per share (cost $20,641)          21,851
  International Equity Portfolio - 1,301,665 shares at a net asset value of $10.96 per share (cost $13,470)    14,265

LORD ABBETT SERIES FUND, INC:
  Growth and Income Portfolio - 17,288,936 shares at a net asset value of $17.03 per share (cost $247,869)    294,358
  Global Equity Portfolio - 220,660 shares at a net asset value of $10.80 per share (cost $2,382)               2,383

GENERAL AMERICAN CAPITAL COMPANY:
   Money Market Portfolio - 20,751 shares at a net asset value of $17.24 per share (cost $352)                    358

DIVIDENDS RECEIVABLE:

COVA SERIES TRUST
   Quality Income Portfolio                                                                                       796
   High Yield Portfolio                                                                                         1,806
   Growth and Income Portfolio                                                                                  1,477
   Stock Index Portfolio                                                                                        3,471
   Bond Debenture Portfolio                                                                                       221
   Quality Bond Portfolio                                                                                         127
   Small Cap Portfolio                                                                                            569
   Large Cap Portfolio                                                                                            376
   Select Equity Portfolio                                                                                        308
   International Equity Portfolio                                                                                  68
                                                                                                             --------
   TOTAL DIVIDENDS RECEIVABLE                                                                                   9,219

   TOTAL ASSETS                                                                                              $622,992
                                                                                                             ========

</TABLE>

See accompanying notes to financial statements.

<PAGE>
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
(In thousands of dollars)

<TABLE>

<CAPTION>

<S>                                                                                           <C>
LIABILITIES AND CONTRACT OWNERS' EQUITY

CONTRACT OWNERS' EQUITY:
  Trust Quality Income - 3,334,960 accumulation units at $15.540273 per unit                  $ 51,826
  Trust High Yield - 2,001,184 accumulation units at $21.422784 per unit                        42,871
  Trust Growth and Income - 1,905,896 accumulation units at $17.008151 per unit                 32,416
  Trust Money Market - 2,584,926 accumulation units at $11.879722 per unit                      30,708
  Trust Stock Index - 4,680,855 accumulation units at $19.036956 per unit                       89,109
  Trust Bond Debenture Portfolio - 659,663 accumulation units at $11.294930 per unit             7,451
  Trust Quality Bond Portfolio - 508,830 accumulation units at $10.368764 per unit               5,276
  Trust Small Cap Stock Portfolio - 1,237,405 accumulation units at $11.308419 per unit         13,993
  Trust Large Cap Stock Portfolio - 1,389,606 accumulation units at $11.334979 per unit         15,751
  Trust Select Equity Portfolio - 2,044,523 accumulation units at $10.838053 per unit           22,159
  Trust International Equity Portfolio - 1,306,892 accumulation units at $10.967004 per unit    14,333
  Fund Growth and Income - 11,732,301 accumulation units at $25.089525 per unit                294,358
  Fund Global Equity - 154,609 accumulation units at $15.414356 per unit                         2,383
  GACC Money Market Portfolio - 34,964 accumulation units at $10.233546 per unit                   358

   TOTAL CONTRACT OWNERS' EQUITY                                                              $622,992
                                                                                              --------

   TOTAL LIABILITIES AND CONTRACT OWNERS' EQUITY                                              $622,992
</TABLE>

See accompanying notes to financial statements.
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1996
(In thousands of dollars)



              COVA                                                            
                                              LORD ABBETT


        SERIES TRUST                                                          
                                        SERIES FUND, INC.            GACC

<TABLE>

<CAPTION>

                                   QUALITY    HIGH    GROWTH &    MONEY    STOCK      BOND     QUALITY        SMALL
                                   INCOME     YIELD    INCOME    MARKET    INDEX   DEBENTURE     BOND    CAP STOCK STOCK
                                  ---------  -------  ---------  -------  -------  ----------  --------  ----------------

<S>                               <C>        <C>      <C>        <C>      <C>      <C>         <C>       <C>
INVESTMENT INCOME:
 INCOME:
    Dividends and Capital Gains
       Distributions              $  2,167   $3,473   $   1,684  $ 1,749  $ 4,267  $      236  $    195  $            583
      Total Income                   2,167    3,473       1,684    1,749    4,267         236       195               583

 EXPENSES:
    Mortality and Expense
       Risk Fee                        627      490         323      415    1,088          32        46                66
    Administrative Fee                  75       59          39       50      131           4         6                 8
      Total Expenses                   702      549         362      465    1,219          36        52                74

Net Investment Income                1,465    2,924       1,322    1,284    3,048         200       143               509

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                        44     (169)        164       --    3,892          13        44                47

NET CHANGE IN UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS          (534)     952       2,566       --    9,295         271        30               533

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS          (490)     783       2,730       --   13,187         284        74               580

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                 $    975   $3,707   $   4,052  $ 1,284  $16,235  $      484  $    217  $          1,089

                                       LARGE         SELECT    INTL    GROWTH &    GLOBAL    Money
                                  CAP STOCK STOCK    EQUITY   EQUITY    INCOME     EQUITY    Market    Total
                                  ----------------  --------  -------  ---------  --------               

<S>                               <C>               <C>       <C>      <C>        <C>       <C>       <C>
INVESTMENT INCOME:
 INCOME:
    Dividends and Capital Gains
       Distributions              $            445  $   330   $   103  $  19,230  $   298        --   $34,760
      Total Income                             445      330       103     19,230      298        --    34,760

 EXPENSES:
    Mortality and Expense
       Risk Fee                                120       91        69      3,028       32         1     6,428
    Administrative Fee                          15       11         9        363        4        --       774
      Total Expenses                           135      102        78      3,391       36         1     7,202

Net Investment Income                          310      228        25     15,839      262        (1)   27,558

NET REALIZED GAIN/(LOSS)
  ON INVESTMENTS                                85      (17)       72        532       43        --     4,750

NET CHANGE IN UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS                 1,531    1,210       796     24,020     (151)        6    40,525

NET REALIZED AND UNREALIZED
  GAIN/(LOSS) ON INVESTMENTS                 1,616    1,193       868     24,552     (108)        6    45,275

NET INCREASE IN CONTRACT
  OWNERS' EQUITY RESULTING
  FROM OPERATIONS                 $          1,926  $ 1,421   $   893  $  40,391  $   154   $     5   $72,833
</TABLE>

See accompanying notes to financial statements.
COVA VARIABLE ANNUITY ACCOUNT ONE
STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
For the Year Ended December 31, 1996
(In thousands of dollars)



                            COVA                                              

  LORD ABBETT


                     SERIES TRUST                                             

SERIES FUND, INC.             GACC

                        _________
<TABLE>

<CAPTION>

                               QUALITY     HIGH     GROWTH &     MONEY      STOCK       BOND       QUALITY    SMALL       LARGE
                               INCOME     YIELD      INCOME     MARKET      INDEX     DEBENTURE     BOND                CAP STOCK
                              ---------  --------  ----------  ---------  ---------  -----------  ---------            -----------
<S>                           <C>        <C>       <C>         <C>        <C>        <C>          <C>        <C>       <C>
FROM OPERATIONS:
  Net Investment Income       $  1,465   $ 2,924   $   1,322   $  1,284   $  3,048   $      200   $    143   $   509   $      310 
  Net Realized Gain/(Loss)
    on Investments                  44      (169)        164         --      3,892           13         44        47           85 
  Net Unrealized Gain/(Loss)
    on Investments                (534)      952       2,566         --      9,295          271         30       533        1,531 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations               975     3,707       4,052      1,284     16,235          484        217     1,089        1,926 

From Account Unit
  Transactions:
 Contributions by Cova              --        --          --         --         --          500      5,000     5,000       15,000 

 Redemptions by Cova                --        --          --         --         --         (508)    (3,000)   (5,135)      (3,846)

 Proceeds from Units of
  the Account Sold               1,603     1,989       2,777     43,943      3,731        3,795        995     6,112          800 
 Payments for Units of the
  Account Redeemed              (4,251)   (2,299)       (866)    (3,044)    (4,891)        (164)       (19)      (71)          -- 
Account Transfers               12,246     2,962       6,836    (45,603)   (11,728)       3,344      2,083     6,998        1,871 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit            9,598     2,652       8,747     (4,704)   (12,888)       6,967      5,059    12,904       13,825 
      Transactions

Net Increase/(Decrease) in
  Contract Owners' Equity       10,573     6,359      12,799     (3,420)     3,347        7,451      5,276    13,993       15,751 

Contract Owners' Equity:
  Beginning of Period           41,253    36,512      19,617     34,128     85,762           --         --        --           -- 
  End of Period               $ 51,826   $42,871   $  32,416   $ 30,708   $ 89,109   $    7,451   $  5,276   $13,993   $   15,751 

                                SELECT       INTL     GROWTH &    GLOBAL    Money
                               CAP STOCK    EQUITY     EQUITY     INCOME    EQUITY    MARKET    TOTAL
                              -----------  --------  ----------  --------  --------  ---------  -----
<S>                           <C>          <C>       <C>         <C>       <C>       <C>        <C>
FROM OPERATIONS:
  Net Investment Income       $      228   $    25   $  15,839   $   262       ($1)  $ 27,558 
  Net Realized Gain/(Loss)
    on Investments                   (17)       72         532        43        --      4,750 
  Net Unrealized Gain/(Loss)
    on Investments                 1,210       796      24,020      (151)        6     40,525 

Net Increase in Contract
  Owners' Equity Resulting
     from Operations               1,421       893      40,391       154         5     72,833 

From Account Unit
  Transactions:
 Contributions by Cova             5,000     5,000          --        --        --     35,500 

 Redemptions by Cova              (4,922)   (5,128)         --        --        --    (22,539)

 Proceeds from Units of
  the Account Sold                10,306     5,710      31,434       231        88    113,514 
 Payments for Units of the
  Account Redeemed                  (115)      (60)    (13,615)     (328)       --    (29,723)
Account Transfers                 10,469     7,918      45,518      (174)      265     43,005 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit             20,738    13,440      63,337      (271)      353    139,757 
      Transactions

Net Increase/(Decrease) in
  Contract Owners' Equity         22,159    14,333     103,728      (117)      358    212,590 

Contract Owners' Equity:
  Beginning of Period                 --        --     190,630     2,500        --    410,402 
  End of Period               $   22,159   $14,333   $ 294,358   $ 2,383   $   358   $622,992 
</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
(In thousands of dollars)

                             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>
From Operations:
  Net Investment Income           $  1,948   $ 2,332   $   1,371   $  2,318   $ 2,875   $  12,502   $   149   $ 23,495 
  Net Realized Gain/(Loss)
    on Investments                      16      (117)         46        _ _     2,589         383        63      2,980 
  Net Unrealized Gain
    on Investments                   3,600     1,786       2,248        110    11,838      22,184         5     41,771 

Net Increase in Contract
  Owners' Equity
    Resulting from
     Operations                      5,564     4,001       3,665      2,428    17,302      35,069       217     68,246 

From Account Unit Transactions:

  Redemptions by Cova                  _ _       _ _         _ _        _ _       _ _         _ _      (132)      (132)
 Proceeds from Units of
  the Account Sold                   2,609     3,648       2,179     27,608     2,384      29,458       686     68,572 
 Payments for Units of the
  Account Redeemed                  (5,174)   (2,111)       (718)    (4,508)   (4,200)    (18,059)   (1,244)   (36,014)
Account Transfers                    4,321    11,321       3,550    (67,278)   33,469      29,746      (135)    14,994 

Net Increase/(Decrease) in
  Contract Owners' Equity
    From Account Unit
      Transactions                   1,756    12,858       5,011    (44,178)   31,653      41,145      (825)    47,420 

Net Increase/(Decrease) in
  Contract Owners' Equity            7,320    16,859       8,676    (41,750)   48,955      76,214      (608)   115,666 

Contract Owners' Equity:
  Beginning of Period               33,933    19,653      10,941     75,878    36,807     114,416     3,108    294,736 
  End of Period                   $ 41,253   $36,512   $  19,617   $ 34,128   $85,762   $ 190,630   $ 2,500   $410,402 
                                  =========  ========  ==========  =========  ========  ==========  ========  =========

</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>
COVA SERIES TRUST - QUALITY INCOME PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                                                      FOR THE YEAR    FOR THE YEAR    FOR THE YEAR
                                                                         ENDED           ENDED           ENDED
                                                                        12/31/96        12/31/95        12/31/94
                                                                     --------------  --------------  --------------
<S>                                                                  <C>             <C>             <C>
ACCUMULATION UNIT VALUE,
  BEGINNING OF PERIOD                                                $       15.33   $       13.17   $       13.97 

  NET INVESTMENT INCOME                                                        .45             .72             .60 

  NET REALIZED AND UNREALIZED
    GAIN/(LOSS) FROM SECURITY
      TRANSACTIONS                                                            (.24)           1.44           (1.40)


 TOTAL FROM INVESTMENT OPERATIONS OPERATIONS1.38(.80)1.22.73.140 O             .21            2.16            (.80)
- -------------------------------------------------------------------                                                

 ACCUMULATION UNIT VALUE,
  END OF PERIOD                                                      $       15.54   $       15.33   $       13.17 
                                                                     ==============  ==============  ==============


TOTAL RETURN*                                                                 1.36%          16.41%         (5.70)%


CONTRACT OWNERS EQUITY,
  END OF  PERIOD (IN THOUSANDS)                                      $      51,826   $      41,253   $      33,933 

RATIO OF EXPENSES TO AVERAGE
  CONTRACT OWNERS' EQUITY                                                     1.40%           1.40%           1.40%


RATIO OF NET INVESTMENT INCOME
  TO AVERAGE CONTRACT
    OWNERS' EQUITY                                                            2.94%           4.99%           4.48%


NUMBER OF UNITS OUTSTANDING
  AT END OF PERIOD                                                       3,334,960       2,690,633       2,576,412 


                                                                      FOR THE YEAR    FOR THE YEAR
                                                                         ENDED           ENDED
                                                                        12/31/93        12/31/92
                                                                     --------------  --------------
<S>                                                                  <C>             <C>
ACCUMULATION UNIT VALUE,
  BEGINNING OF PERIOD                                                $       12.75   $       12.02 

  NET INVESTMENT INCOME                                                       1.00             .64 

  NET REALIZED AND UNREALIZED
    GAIN/(LOSS) FROM SECURITY
      TRANSACTIONS                                                             .22             .09 


 TOTAL FROM INVESTMENT OPERATIONS OPERATIONS1.38(.80)1.22.73.140 O            1.22             .73 
- -------------------------------------------------------------------                                

 ACCUMULATION UNIT VALUE,
  END OF PERIOD                                                      $       13.97   $       12.75 
                                                                     ==============  ==============


TOTAL RETURN*                                                                 9.50%           6.10%


CONTRACT OWNERS EQUITY,
  END OF  PERIOD (IN THOUSANDS)                                      $      51,111   $      24,124 

RATIO OF EXPENSES TO AVERAGE
  CONTRACT OWNERS' EQUITY                                                     1.40%           1.40%


RATIO OF NET INVESTMENT INCOME
  TO AVERAGE CONTRACT
    OWNERS' EQUITY                                                            8.30%           5.45%


NUMBER OF UNITS OUTSTANDING
  AT END OF PERIOD                                                       3,659,656       1,891,499 

<FN>
* INVESTMENT RETURNS DO NOT REFLECT ANY CONTRACT BASED CHARGES (WITHDRAWAL CHARGES, CONTRACT MAINTENANCE FEES OR
ACCOUNT TRANSFER CHARGES),
   BUT DO REFLECT MORTALITY AND EXPENSE CHARGES, ADMINISTRATION EXPENSE CHARGES AS WELL AS ALL EXPENSES OF THE
UNDERLYING PORTFOLIOS
   (INVESTMENT ADVISORY FEES AND PORTFOLIO OPERATING EXPENSES).
</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>
COVA SERIES TRUST - HIGH YIELD PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                    For the Year    For the Year    For the Year    For the Year    For the Year
                                       Ended           Ended           Ended           Ended           Ended
                                      12/31/96        12/31/95        12/31/94        12/31/93        12/31/92
<S>                                <C>             <C>             <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $       19.52   $       16.98   $       18.02   $       14.99   $       12.75 
                                   --------------  --------------  --------------  --------------  --------------

  Net Investment Income                     1.55            1.44            1.38            1.80            2.26 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                           .35            1.10           (2.42)           1.23            (.02)


Total from Investment Operations            1.90            2.54           (1.04)           3.03            2.24 

Accumulation Unit Value,
  End of Period                    $       21.42   $       19.52   $       16.98   $       18.02   $       14.99 
                                   ==============  ==============  ==============  ==============  ==============


Total Return*                               9.73%          14.99%         (5.79)%          20.21%          17.53%


Contract Owners Equity,
  End of  Period (in thousands)    $      42,871   $      36,512   $      19,653   $      18,846   $       5,416 


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                          7.52%           7.98%           7.92%          13.05%          16.04%


Number of Units Outstanding
  at End of Period                     2,001,184       1,870,232       1,157,642       1,045,815         361,296 
<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees or
account transfer charges),
   but do reflect mortality and expense charges, administration expense charges as well as all expenses of the
underlying portfolios
   (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - GROWTH & INCOME PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                                                                                    FOR THE PERIOD FROM
                                    FOR THE YEAR    FOR THE YEAR    FOR THE YEAR    FOR THE YEAR    5/1/92 (COMMENCEMENT
                                       ENDED           ENDED           ENDED           ENDED           OF OPERATIONS)
                                      12/31/96        12/31/95        12/31/94        12/31/93        THROUGH 12/31/92
                                   --------------                                                             
<S>                                <C>             <C>             <C>             <C>             <C>
ACCUMULATION UNIT VALUE,
  BEGINNING OF PERIOD              $       14.61   $       11.20   $       11.92   $       10.47   $                10.00
                                   --------------  --------------  --------------  --------------  ----------------------

  NET INVESTMENT INCOME                      .68            1.02             .19             .54                      .19

  NET REALIZED AND UNREALIZED
    GAIN/(LOSS) FROM SECURITY
      TRANSACTIONS                          1.72            2.39            (.91)            .91                      .28


TOTAL FROM INVESTMENT OPERATIONS            2.40            3.41            (.72)           1.45                      .47

ACCUMULATION UNIT VALUE,
  END OF PERIOD                    $       17.01   $       14.61   $       11.20   $       11.92   $                10.47
                                   ==============  ==============  ==============  ==============  ======================


TOTAL RETURN**                             16.42%          30.49%         (6.07)%          13.84%                  7.09%*


CONTRACT OWNERS EQUITY,
  END OF  PERIOD (IN THOUSANDS)    $      32,416   $      19,617   $      10,941   $       6,528   $                2,627


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                          5.16%           9.92%           2.05%           7.54%                  3.82%*

NUMBER OF UNITS OUTSTANDING
  AT END OF PERIOD                     1,905,896       1,342,833         977,209         574,643                  250,919
<FN>
*    ANNUALIZED
**  INVESTMENT RETURNS DO NOT REFLECT ANY CONTRACT BASED CHARGES (WITHDRAWAL CHARGES, CONTRACT MAINTENANCE FEES OR
ACCOUNT TRANSFER CHARGES),
      BUT DO REFLECT MORTALITY AND EXPENSE CHARGES, ADMINISTRATION EXPENSE CHARGES AS WELL AS ALL EXPENSES OF THE
UNDERLYING PORTFOLIOS
      (INVESTMENT ADVISORY FEES AND PORTFOLIO OPERATING EXPENSES).
</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>     
COVA SERIES TRUST - MONEY MARKET PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                    For the Year    For the Year    For the Year    For the Year    For the Year
                                       Ended           Ended           Ended           Ended           Ended
                                      12/31/96        12/31/95        12/31/94        12/31/93        12/31/92
<S>                                <C>             <C>             <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $       11.43   $       10.90   $       10.61   $       10.46   $       10.21 
                                   --------------  --------------  --------------  --------------  --------------

  Net Investment Income                      .45             .50             .30             .19             .25 

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


Total from Investment Operations             .45             .53             .29             .15             .25 

Accumulation Unit Value,
  End of Period                    $       11.88   $       11.43   $       10.90   $       10.61   $       10.46 
                                   ==============  ==============  ==============  ==============  ==============


Total Return*                               3.98%           4.85%           2.70%           1.45%           2.44%


Contract Owners Equity,
  End of  Period (in thousands)    $      30,708   $      34,128   $      75,878   $       6,552   $       4,031 


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                          3.90%           4.48%           2.90%           1.78%           2.46%


Number of Units Outstanding
  at End of Period                     2,584,926       2,987,132       6,963,421         617,575         385,448 
<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees or
account transfer charges),
   but do reflect mortality and expense charges, administration expense charges as well as all expenses of the
underlying portfolios
   (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - STOCK INDEX PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

                                    For the Year    For the Year    For the Year    For the Year    For the Year
                                       Ended           Ended           Ended           Ended           Ended
                                      12/31/96        12/31/95        12/31/94        12/31/93        12/31/92
<S>                                <C>             <C>             <C>             <C>             <C>

Accumulation Unit Value,
  Beginning of Period              $       15.77   $       11.68   $       11.87   $       11.05   $       10.55 
                                   --------------  --------------  --------------  --------------  --------------

  Net Investment Income                      .67             .51             .37             .22             .52 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                          2.60            3.58            (.56)            .60            (.02)


Total from Investment Operations            3.27            4.09            (.19)            .82             .50 

Accumulation Unit Value,
  End of Period                    $       19.04   $       15.77   $       11.68   $       11.87   $       11.05 
                                   ==============  ==============  ==============  ==============  ==============


Total Return*                              20.69%          35.06%         (1.58)%           7.35%           4.75%


Contract Owners Equity,
  End of Period (in thousands)     $      89,109   $      85,762   $      36,807   $      91,269   $      34,979 


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                          3.53%           4.85%           2.10%           2.99%          10.02%


Number of Units Outstanding
  at End of Period                     4,680,855       5,436,980       3,151,443       7,691,151       3,164,251 

<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees or
account transfer charges),
   but do reflect mortality and expense charges, administration expense charges as well as all expenses of the
underlying portfolios
   (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - BOND DEBENTURE PORTFOLIO (MANAGED BY LORD, ABBETT & CO.)

                                   For the Period From 5/01/96
                                         Through 12/31/96
<S>                                <C>

Accumulation Unit Value,
  Beginning of Period              $                      10.10
                                   ----------------------------

  Net Investment Income                                     .32

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .87


Total from Investment Operations                           1.19

Accumulation Unit Value,
  End of Period                    $                      11.29
                                   ============================


Total Return**                                          18.17%*


Contract Owners Equity,
  End of Period (in thousands)     $                      7,451


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       7.76%*


Number of Units Outstanding
  at End of Period                                      659,663

<FN>
*   Annualized
** Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges),
     but do reflect mortality and expense charges, administration expense
charges as well as all expenses of the underlying portfolios
     (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - QUALITY BOND PORTFOLIO (MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT, INC.)

                                   For the Period From 5/01/96
                                         Through 12/31/96
<S>                                <C>

Accumulation Unit Value,
  Beginning of Period              $                       9.90
                                   ----------------------------

  Net Investment Income                                     .28

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .19


Total from Investment Operations                            .47

Accumulation Unit Value,
  End of Period                    $                      10.37
                                   ============================


Total Return**                                           7.18%*


Contract Owners Equity,
  End of Period (in thousands)     $                      5,276


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       3.75%*


Number of Units Outstanding
  at End of Period                                      508,830

<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges),
      but do reflect mortality and expense charges, administration expense
charges as well as all expenses of the underlying portfolios
      (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - SMALL CAP STOCK PORTFOLIO (MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT, INC.)

                                   For the Period From 5/01/96
                                         Through 12/31/96
<S>                                <C>

Accumulation Unit Value,
  Beginning of Period              $                      10.51
                                   ----------------------------

  Net Investment Income                                     .39

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .41


Total from Investment Operations                            .80

Accumulation Unit Value,
  End of Period                    $                      11.31
                                   ============================


Total Return**                                          11.49%*


Contract Owners Equity,
  End of Period (in thousands)     $                     13,993


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       9.65%*


Number of Units Outstanding
  at End of Period                                    1,237,405

<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges),
      but do reflect mortality and expense charges, administration expense
charges as well as all expenses of the underlying portfolios
      (investment advisory fees and portfolio operating expenses)..
</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>
COVA SERIES TRUST - LARGE CAP STOCK PORFOLIO (MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT, INC.)

                                   For the Period From 5/01/96
                                         Through 12/31/96
<S>                                <C>

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

  Net Investment Income                                     .22

  Net Realized and Unrealized
    Gain from Security
      Transactions                                         1.11


Total from Investment Operations                           1.33

Accumulation Unit Value,
  End of Period                    $                      11.33
                                   ============================


Total Return**                                          20.47%*


Contract Owners Equity,
  End of Period (in thousands)     $                     15,751


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       3.02%*


Number of Units Outstanding
  at End of Period                                    1,389,606

<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges),
      but do reflect mortality and expense charges, administration expense
charges as well as all expenses of the underlying portfolios
      (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - SELECT EQUITY PORTFOLIO (MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT, INC.)

                                   FOR THE PERIOD FROM 5/01/96
                                         THROUGH 12/31/96
<S>                                <C>

Accumulation Unit Value,
  Beginning of Period              $                      10.08
                                   ----------------------------

  Net Investment Income                                     .10

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .66


Total from Investment Operations                            .76

Accumulation Unit Value,
  End of Period                    $                      10.84


Total Return**                                          11.34%*


Contract Owners Equity,
  End of Period (in thousands)     $                     22,159


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       3.12%*


Number of Units Outstanding
  at End of Period                                    2,044,523

<FN>
*   Annualized
** Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges),
     but do reflect mortality and expense charges, administration expense
charges as well as all expenses of the underlying portfolios
     (investment advisory fees and portfolio operating expenses).
</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>
COVA SERIES TRUST - INTERNATIONAL EQUITY PORTFOLIO (MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT, INC.)

                                   For the Period From 5/01/96
                                         Through 12/31/96
<S>                                <C>

Accumulation Unit Value,
  Beginning of Period              $                      10.21
                                   ----------------------------

  Net Investment Income                                     .02

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .74


Total from Investment Operations                            .76

Accumulation Unit Value,
  End of Period                    $                      10.97
                                   ============================


Total Return**                                          11.16%*


Contract Owners Equity,
  End of Period (in thousands)     $                     14,333


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                                       0.46%*


Number of Units Outstanding
  at End of Period                                    1,306,892

<FN>
*    Annualized
**  Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges),
      but do reflect mortality and expense charges, administration expense
charges as well as all expenses of the underlying portfolios
      (investment advisory fees and portfolio operating expenses).
</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

<S>                                <C>             <C>            <C>             <C>             <C>
                                   For the Year    For theYear    For the Year    For the Year    For the Year
                                   Ended           Ended          Ended           Ended           Ended
                                        12/31/96       12/31/95        12/31/94        12/31/93        12/31/92 

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

  Net Investment Income                     1.32           1.37             .76             .88            1.06 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                          2.46           3.30            (.54)           1.04             .71 


Total from Investment Operations            3.78           4.67             .22            1.92            1.77 
                                   --------------  -------------  --------------  --------------  --------------

Accumulation Unit Value,
- ---------------------------------                                                                               
  End of Period                    $       25.09   $      21.31   $       16.64   $       16.42   $       14.50 
- ---------------------------------  ==============  =============  ==============  ==============  ==============


Total Return*                              17.76%         28.03%           1.32%          13.24%          13.98%
- ---------------------------------  --------------  -------------  --------------  --------------  --------------


Contract Owners Equity,
- ---------------------------------                                                                               
  End of  Period (in thousands)    $     294,358   $    190,630   $     114,416   $      82,033   $      37,146 
- ---------------------------------  --------------  -------------  --------------  --------------  --------------


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                          6.59%          8.57%           5.40%           8.12%          10.59%
- ---------------------------------  --------------  -------------  --------------  --------------  --------------


Number of Units Outstanding
- ---------------------------------                                                                               
  at End of Period                    11,732,301      8,947,108       6,875,139       4,994,582       2,560,999 
- ---------------------------------  --------------  -------------  --------------  --------------  --------------
<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees
or account transfer charges), but do reflect mortality and expense charges, administration expense charges as well as
all expenses of the underlying portfolio  (investment advisory fees and portfolio operating expenses)
</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    For the Year    For the Year    For the Year    For the Year
                                   --------------  --------------  --------------  --------------  --------------
                                       Ended           Ended           Ended           Ended           Ended
                                   --------------  --------------  --------------  --------------  --------------
                                      12/31/96        12/31/95        12/31/94        12/31/93        12/31/92
                                   --------------  --------------  --------------  --------------  --------------
<S>                                <C>             <C>             <C>             <C>             <C>


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

  Net Investment Income                     1.70             .91            1.45             .24             .18 

  Net Realized and Unrealized
    Gain/(Loss) from Security
      Transactions                          (.81)            .28           (1.41)           2.41            (.51)

Total from Investment Operations             .89            1.19             .04            2.65            (.33)
                                   --------------  --------------  --------------  --------------  --------------

Accumulation Unit Value,
- ---------------------------------                                                                                
  End of Period                    $       15.41   $       14.52   $       13.33   $       13.29   $       10.64 
- ---------------------------------  ==============  ==============  ==============  ==============  ==============

Total Return*                               6.18%           8.91%            .27%          24.91%         (2.98)%
- ---------------------------------  --------------  --------------  --------------  --------------  --------------


Contract Owners Equity,
- ---------------------------------                                                                                
  End of  Period (in thousands)    $       2,383   $       2,500   $       3,108   $       3,635   $       3,249 
- ---------------------------------  --------------  --------------  --------------  --------------  --------------


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                         10.33%           5.36%           9.78%           1.88%           1.38%
- ---------------------------------  --------------  --------------  --------------  --------------  --------------


Number of Units Outstanding
- ---------------------------------                                                                                
  at End of Period                       154,609         172,206         233,186         273,399         305,314 
- ---------------------------------  --------------  --------------  --------------  --------------  --------------

<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees
or account transfer charges), but do reflect mortality and expense charges, administration expense charges as well
as all expenses of the underlying portfolios (investment advisory fees and portfolio operating expenses).
</TABLE>


See accompanying notes to financial statements.



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>
GENERAL AMERICAN CAPITAL COMPANY - MONEY MARKET PORTFOLIO

                                    For the Period From 6/03/96
                                   -----------------------------
                                         Through 12/31/96
                                   -----------------------------
<S>                                <C>


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

  Net Investment Income                                    (.08)

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .31 


Total from Investment Operations                            .23 

Accumulation Unit Value,
  End of Period                    $                      10.23 
                                   =============================


Total Return**                                           4.05%* 


Contract Owners Equity,
  End of Period (in thousands)     $                        358 


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


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


Number of Units Outstanding
  at End of Period                                       34,964 

<FN>
*    Annualized
**   Investment returns do not reflect any contract based charges (withdrawal
charges, contract maintenance fees or account transfer charges), but do reflect mortality and expense charges, administration
expense charges as well as all expenses of the underlying portfolios (investment advisory fees and portfolio operating expenses).
</TABLE>


See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the year ended December 31, 1996
and for the year ended December 31, 1995

1.  Organization:

Cova 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").  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 the Cova Series Trust ("Trust"), the Lord Abbett
Series  Fund,  Inc.  ("Fund") or General American Capital Company (GACC).  The
Trust  consists  of  eleven portfolios of which five portfolios are managed by
Van  Kampen  American  Capital  Investment Advisory Corp., five are managed by
J.P. Morgan Investment Management, Inc.  and one portfolio is managed by Lord,
Abbett  &  Co.   The Trust portfolios available for investment are the Quality
Income, High Yield, Growth and Income, Money Market, Stock Index, Select
Equity,  Large Cap Stock, Small Cap Stock, International Equity, Quality Bond,
and Bond Debenture Portfolios.  The Fund has two portfolios available for
investment:    the  Growth and Income, and Global Equity Portfolios.  GACC has
the Money Market Portfolio available for investment. Not all portfolios of the
Trust,  Fund  and  GACC are available for investment depending upon the nature
and specific terms of the different contracts currently being offered for
sale.  The Trust, Fund and GACC are all 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  certificates and collateralized mortgage obligations. 
The  Trust  High  Yield  Portfolio invests primarily in medium and lower-grade
debt securities and futures and options contracts.  The Trust Growth and
Income  Portfolio  invests  primarily in common stocks and futures and options
contracts.   The Trust Money Market and GACC Money Market Portfolios invest 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  Trust  Select  Equity  and Large Cap Stock Portfolios invest in stocks of
large and medium-sized companies.  The Trust Small Cap Stock Portfolio invests
primarily in the common stock of small U.S. companies.  The Trust
International Equity Portfolio invests primarily in stocks of established
companies based in developed countries.  The Trust Quality Bond Portfolio
invests  primarily  in higher grade debt securities.  The Trust Bond Debenture
Portfolio  invests primarily in convertible and discount debt securities.  The
Fund  Growth  and  Income Portfolio invests in common stocks.  The Fund Global
Equity  Portfolio invests primarily in both domestic and foreign common stocks
and forward currency contracts.

In order to satisfy diversification requirements and provide for optimum
policyholder  returns,  Cova  has made periodic contributions to the Trust and
Fund to provide for the initial purchases of investments.  In return, Cova has
been  credited with accumulation units of the Separate Account.  As additional
funds  are received through policyholder deposits, Cova 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
accumulation  units.  In 1996, Cova contributed approximately $35.5 million to
the  Separate  Account of which, after subsequent redemptions, net of realized
and  unrealized  gains  and losses on investments, approximately $15.0 million
remains as of December 31, 1996.

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

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


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

For the year ended December 31, 1996
and for the year ended December 31, 1995

B.  REINVESTMENT OF DIVIDENDS

With  the exception of GACC, 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.

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

C.  FEDERAL INCOME TAXES

Operations  of  the  Separate Account form a part of Cova, 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
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 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.

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.  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.

For  the year ended December 31, 1996, withdrawal and account transfer charges
of approximately $280 thousand and contract maintenance charges of
approximately $240 thousand were deducted from the contract values in the
Separate Account.

Mortality and expense risks assumed by Cova 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 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.


COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the year ended December 31, 1996
and for the year ended December 31, 1995

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 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 is unable to obtain a
refund.  Cova, however, reserves the right to deduct premium taxes when
incurred.

4.  GAIN/(LOSS) ON INVESTMENTS:

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

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS (IN THOUSANDS OF DOLLARS):

                                             For the Year    For the Year
                                            --------------  --------------
                                                Ended           Ended
                                            --------------  --------------
                                               12/31/96        12/31/95
                                            --------------  --------------
<S>                                         <C>             <C>

Trust Quality Income Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $      13,850   $      21,223 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                    13,806          21,207 
- ------------------------------------------  --------------  --------------
   Net Realized Gain on Investments         $          44   $          16 
- ------------------------------------------  --------------  ==============

Trust High Yield Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $      22,909   $       1,957 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                    23,078           2,074 
- ------------------------------------------  --------------  --------------
   Net Realized Loss on Investments         $        (169)  $        (117)
- ------------------------------------------  ==============  ==============

Trust Growth and Income Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $       1,508   $       1,127 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                     1,344           1,082 
- ------------------------------------------  --------------  --------------
   Net Realized Gain on Investments         $         164   $          46 
- ------------------------------------------  ==============  ==============

Trust Money Market Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $      36,177   $      71,027 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                    36,177          71,027 
- ------------------------------------------  --------------  --------------
   Net Realized Gain/(Loss) on Investments             --              -- 
- ------------------------------------------  ==============  ==============

Trust Stock Index Portfolio:
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $      21,062   $      19,097 
- ------------------------------------------  --------------  --------------
 Aggregate Cost                                    17,170          16,508 
- ------------------------------------------  --------------  --------------
   Net Realized Gain on Investments         $       3,892   $       2,589 
- ------------------------------------------  ==============  ==============

Trust Bond Debenture Portfolio
- ------------------------------------------                                
 Aggregate Proceeds From Sales              $         635 
- ------------------------------------------  --------------                
 Aggregate Cost                                       622   N/A
- ------------------------------------------  --------------  --------------
   Net Realized Gain on Investments         $          13 
- ------------------------------------------  ==============                
</TABLE>


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

For the year ended December 31, 1996
and for the year ended December 31, 1995

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

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS (IN THOUSANDS OF DOLLARS):

                                       For the Year   For the Year
                                      --------------  -------------
                                          Ended           Ended
                                      --------------  -------------
                                         12/31/96       12/31/95
                                      --------------  -------------
<S>                                   <C>             <C>

Trust Quality Bond Portfolio
- ------------------------------------                               
 Aggregate Proceeds From Sales        $       2,991 
- ------------------------------------  --------------               
 Aggregate Cost                               2,947   N/A
- ------------------------------------  --------------               
   Net Realized Gain on Investments   $          44 
                                      ==============               

Trust Small Cap Stock Portfolio       $       1,882 
 Aggregate Proceeds From Sales                1,835   N/A
                                      --------------               
 Aggregate Cost                       $          47 
                                      ==============               
   Net Realized Gain on Investments

Trust Large Cap Stock  Portfolio
 Aggregate Proceeds From Sale         $       1,423 
 Aggregate Cost                               1,338   N/A
                                      --------------               
   Net Realized Gain on Investments   $          85 
                                      ==============               

Trust Select Equity Portfolio
 Aggregate Proceeds From Sales        $       1,680 
 Aggregate Cost                               1,697   N/A
                                      --------------               
   Net Realized Loss on Investments   $         (17)
                                      ==============               

Trust International Equity Portfolio
 Aggregate Proceeds From Sales        $       4,568 
 Aggregate Cost                               4,496   N/A
                                      --------------               
   Net Realized Gain on Investments   $          72 
                                      ==============               



Fund Growth and Income Portfolio:
 Aggregate Proceeds From Sales        $       2,696   $       4,043
 Aggregate Cost                               2,164           3,660
   Net Realized Gain on Investments   $         532   $         383
                                      ==============  =============

Fund Global Equity Portfolio:
 Aggregate Proceeds From Sales        $         372   $         946
 Aggregate Cost                                 329             883
   Net Realized Gain on Investments   $          43   $          63
                                      ==============  =============
</TABLE>


COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

For the year ended December 31, 1996
and for the year ended December 31, 1995

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

<CAPTION>
REALIZED GAIN/(LOSS) ON INVESTMENTS (IN THOUSANDS OF DOLLARS):

                                                                   For the Year    For the Year
                                                                  --------------  --------------
                                                                      Ended           Ended
                                                                  --------------  --------------
                                                                     12/31/96        12/31/95
                                                                  --------------  --------------
<S>                                                               <C>             <C>

GACC Money Market Portfolio
- ----------------------------------------------------------------                                
 Aggregate Proceeds From Sales                                    $           6 
- ----------------------------------------------------------------  --------------                
 Aggregate Cost                                                               6   N/A
- ----------------------------------------------------------------  --------------                
   Net Realized Gainon Investments                                           -- 
                                                                  ==============                

UNREALIZED GAIN/(LOSS) ON INVESTMENTS (IN THOUSANDS OF DOLLARS):
- ----------------------------------------------------------------                                
Trust Quality Income Portfolio:
 End of Period                                                    $         935   $       1,469 
 Beginning of Period                                                      1,469          (2,131)
   Net Change in Unrealized Gain/(Loss) on Investments            $        (534)  $       3,600 
                                                                                  ==============

Trust High Yield Portfolio:
 End of Period                                                    $         491   $        (461)
 Beginning of Period                                                       (461)         (2,247)
   Net Change in Unrealized Gain on Investments                   $         952   $       1,786 
                                                                                  ==============

Trust Growth and Income Portfolio:
 End of Period                                                    $       4,202   $       1,636 
 Beginning of Period                                                      1,636            (612)
   Net Change in Unrealized Gain on Investments                   $       2,566   $       2,248 
                                                                  ==============  ==============

Trust Money Market Portfolio:
 End of Period                                                               --              -- 
 Beginning of Period                                                         --            (110)
   Net Change in Unrealized Gain on Investments                              --   $         110 
                                                                  ==============  ==============


Trust Stock Index Portfolio:
 End of Period                                                    $      20,271   $      10,976 
 Beginning of Period                                                     10,976            (862)
   Net Change in Unrealized Gain on Investments                   $       9,295   $      11,838 
                                                                  ==============  ==============

Trust Bond Debenture Portfolio:
 End of Period                                                    $         271 
 Beginning of Period                                                         --   N/A
   Net Change in Unrealized Gain on Investments                   $         271 
                                                                  ==============                
</TABLE>









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

For the year ended December 31, 1996
and for the year ended December 31, 1995

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

<CAPTION>
UNREALIZED GAIN/(LOSS) ON INVESTMENT (IN THOUSANDS OF DOLLARS):


                                                         For the Year   For the Year
                                                            Ended           Ended
                                                           12/31/96       12/31/95
<S>                                                     <C>             <C>
Trust Quality Bond Portfolio:
 End of Period                                          $          30 
 Beginning of Period                                               --   N/A
   Net Change in Unrealized Gain on Investments         $          30 
                                                        ==============               

Trust Small Cap Portfolio:
 End of Period                                          $         533 
 Beginning of Period                                               --   N/A
   Net Change in Unrealized Gain on Investments         $         533 
                                                        ==============               

Trust Large Cap Portfolio:
 End of Period                                          $       1,531 
 Beginning of Period                                               --   N/A
   Net Change in Unrealized Gain on Investments         $       1,531 
                                                        ==============               

Trust Select Equity Portfolio:
 End of Period                                          $       1,210 
 Beginning of Period                                               --   N/A
   Net Change in Unrealized Gain on Investments         $       1,210 
                                                        ==============               

Trust International Equity Portfolio:
 End of Period                                          $         796 
 Beginning of Period                                               --   N/A
   Net Change in Unrealized Gain on Investments         $         796 
                                                        ==============               

Fund Growth and Income Portfolio:
 End of Period                                          $      46,489   $      22,469
 Beginning of Period                                           22,469             285
   Net Change in Unrealized Gain on Investments         $      24,020   $      22,184
                                                        ==============  =============

Fund Global Equity Portfolio:
 End of Period                                          $           1   $         152
 Beginning of Period                                              152             147
   Net Change in Unrealized Gain/(Loss) on Investments          ($151)  $           5
                                                        ==============  =============

GACC Money Market Portfolio
 End of Period                                          $           6   N/A
 Beginning of Period                                               -- 
   Net Change in Unrealized Gain on Investments         $           6 
                                                        ==============               
</TABLE>


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

For the year ended December 31, 1996
and for the year ended December 31, 1995

5.  ACCOUNT UNIT TRANSACTIONS:

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

                                COVA                                          
                                                        LORD ABBETT

                         SERIES TRUST                                         
                                                 SERIES FUND, INC.  GACC

_____________________________________________________________________________
_______________         ______________   _______
<TABLE>
__
<CAPTION>

                             QUALITY       HIGH      GROWTH &      MONEY       STOCK        BOND      QUALITY     SMALL
                              INCOME      YIELD       INCOME      MARKET       INDEX     DEBENTURE     BOND     CAP STOCK
                            ----------  ----------  ----------  -----------  ----------  ----------  ---------  ----------
<S>                         <C>         <C>         <C>         <C>          <C>         <C>         <C>        <C>
Balances at
   December 31, 1994        2,576,412   1,157,642     977,209    6,963,421   3,151,443   N/A         N/A        N/A

Redemptions by Cova                --          --          --           --          --          --         --          -- 
Units Sold                    181,275     195,356     162,687    2,450,650     163,890          --         --          -- 
Units Redeemed               (362,175)   (114,778)    (55,487)    (405,521)   (300,704)         --         --          -- 
Units Transferred             295,120     632,013     258,424   (6,021,418)  2,422,351          --         --          -- 

Balance at
   December 31, 1995        2,690,633   1,870,232   1,342,833    2,987,132   5,436,980   N/A         N/A        N/A

Contributions by Cova Life         --          --          --           --          --      50,000    500,000     500,000 
Redemptions by Cova                --          --          --           --          --     (50,000)  (294,154)   (500,000)
Units Sold                    106,671      98,690     180,267    3,772,567     216,989     360,638     98,567     580,659 
Units Redeemed               (280,149)   (113,437)    (59,321)    (259,281)   (283,639)    (10,552)    (2,065)     (6,730)
Units Transferred             817,805     145,699     442,117   (3,915,492)   (689,475)    309,577    206,482     663,476 

Balance at
   December 31, 1996        3,334,960   2,001,184   1,905,896    2,584,926   4,680,855     659,663    508,830   1,237,405 


                              LARGE       SELECT       INTL      GROWTH &     GLOBAL    MONEY
                            CAP STOCK     EQUITY      EQUITY      INCOME      EQUITY   MARKET      TOTAL
                            ----------  ----------  ----------  -----------  --------  -------  -----------
<S>                         <C>         <C>         <C>         <C>          <C>       <C>      <C>
Balances at
   December 31, 1994        N/A         N/A         N/A          6,875,139   233,186   N/A      21,934,453 

Redemptions by Cova                --          --          --           --   (10,000)              (10,000)
Units Sold                         --          --          --    1,505,688    50,282             4,709,829 
Units Redeemed                     --          --          --     (940,462)  (91,135)           (2,270,262)
Units Transferred                  --          --          --    1,506,743   (10,127)             (916,893)

Balance at
   December 31, 1995        N/A         N/A         N/A          8,947,108   172,206   N/A      23,447,125 

Contributions by Cova Life  1,500,000     500,000     500,000           --        --       --    3,550,000 
Redemptions by Cova          (367,586)   (500,000)   (500,000)          --        --       --   (2,211,740)
Units Sold                     76,199   1,024,461     550,620    1,374,562    15,160    8,787    8,464,837 
Units Redeemed                   (522)    (11,729)     (5,835)    (587,874)  (21,479)     (96)  (1,642,709)
Units Transferred             181,515   1,031,791     762,107    1,998,505   (11,278)  26,273    1,969,102 

Balance at
   December 31, 1996        1,389,606   2,044,523   1,306,892   11,732,301   154,609   34,964   33,576,614 

</TABLE>



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

Consolidated Financial Statements

December 31, 1996, 1995 and 1994

(With Independent Auditors' Report Thereon)

















<PAGE>






                         INDEPENDENT AUDITORS' REPORT


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


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

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Cova
Financial  Services Life Insurance Company and subsidiaries as of December 31,
1996  and  1995,  and the results of their operations and their cash flows for
the Successor periods, in conformity with generally accepted accounting
principles.  Also, in our opinion, the aforementioned Predecessor consolidated
financial  statements present fairly, in all material respects, the results of
their  operations  and their cash flows for the Predecessor periods presented,
in conformity with generally accepted accounting principles.






St. Louis, Missouri
March 7, 1997



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

Consolidated Balance Sheets

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

<CAPTION>

                 ASSETS                                       1996         
1995

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

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

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

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

See accompanying notes to consolidated financial statements.
(continued)

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

Consolidated Balance Sheets (Continued)

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

<CAPTION>

LIABILITIES AND SHAREHOLDERS EQUITY                   1996         1995

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

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

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

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

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


See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Income

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

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

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

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

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

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

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

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

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


See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Shareholders Equity

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

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.
(Continued)

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

Consolidated Statements of Shareholders Equity (Continued)

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

<TABLE>

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

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

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

See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Cash Flows

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

<CAPTION>

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


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

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

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

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

See accompanying notes to consolidated financial statements.
(Continued)

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

Consolidated Statements of Cash Flows (Continued)

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

<TABLE>

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

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

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

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

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


See accompanying notes to consolidated financial statements.

(Continued)

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

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

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

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

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

See accompanying notes to consolidated financial statements.

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

Notes to Consolidated Financial Statements

December 31, 1996, 1995 and 1994

(1)  NATURE OF BUSINESS AND ORGANIZATION

     NATURE OF THE BUSINESS

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

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

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

     ORGANIZATION

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

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




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

Notes to Consolidated Financial Statements

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

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

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

(2)  CHANGE IN ACCOUNTING

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

<CAPTION>
(In Millions)                                                                 

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




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

Notes to Consolidated Financial Statements

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

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

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     SECURITIES

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

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

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

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

     MORTGAGE LOANS AND OTHER INVESTED ASSETS

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



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

Notes to Consolidated Financial Statements

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

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

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

     CASH AND CASH EQUIVALENTS

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

SEPARATE ACCOUNT ASSETS

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

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

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

Notes to Consolidated Financial Statements

     DEFERRED POLICY ACQUISITION COSTS

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

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


<TABLE>

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

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


     PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

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

     PRESENT VALUE OF FUTURE PROFITS

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




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

Notes to Consolidated Financial Statements

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

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

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

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

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

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

                                                                Future payable

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


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

                                    Notes to Consolidated Financial Statements

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

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

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

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


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

                                    Notes to Consolidated Financial Statements

                                                                      Goodwill

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

<TABLE>

<CAPTION>

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

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


     Deferred Tax Assets and Liabilities

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

     POLICYHOLDER DEPOSITS

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

     FUTURE POLICY BENEFITS

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

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

Notes to Consolidated Financial Statements

     PREMIUM REVENUE

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

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

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

     FEDERAL INCOME TAXES

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

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

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

     RISKS AND UNCERTAINTIES

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

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

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

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


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

Notes to Consolidated Financial Statements

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

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

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

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

     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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



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

Notes to Consolidated Financial Statements

     INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED SECURITIES):

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

    INTEREST RATE SWAPS AND FINANCIAL FUTURES CONTRACTS:

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

     INVESTMENT CONTRACTS:

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

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

     REINSURANCE:

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

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

     OTHER

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




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

Notes to Consolidated Financial Statements

(4)  INVESTMENTS

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

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

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

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

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

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

<TABLE>

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

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

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

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

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


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

Notes to Consolidated Financial Statements


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

<CAPTION>
                                                 1996
                                                    ESTIMATED
                                          AMORTIZED   MARKET
                                            COST      VALUE

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

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


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

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

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



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

Notes to Consolidated Financial Statements

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

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

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


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

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

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

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

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

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

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


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

Notes to Consolidated Financial Statements


<TABLE>

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

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

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


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

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

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

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

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




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

                                    Notes to Consolidated Financial Statements

                       (5)  SECURITIES GREATER THAN 10% OF SHAREHOLDERS EQUITY

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

<CAPTION>

                                 LONG-TERM DEBT                       CARRYING
                                    SECURITIES                           VALUE

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


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

<CAPTION>
      LONG-TERM DEBT                      CARRYING
        SECURITIES                         VALUE


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


                        (6)  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

                                                   FINANCIAL FUTURES CONTRACTS

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

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

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





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

Notes to Consolidated Financial Statements

(7)  POST-RETIREMENT AND POSTEMPLOYMENT BENEFITS

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

(8)  INCOME TAXES

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

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

<TABLE>

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

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



<PAGE>

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

Notes to Consolidated Financial Statements


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

<TABLE>

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

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


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

<CAPTION>
                                                    1996        1995
                                               (In thousands of dollars)

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

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

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

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

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


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

Notes to Consolidated Financial Statements

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

(9)  RELATED-PARTY TRANSACTIONS

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

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

(10)  STATUTORY SURPLUS AND DIVIDEND RESTRICTION

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

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

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


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

Notes to Consolidated Financial Statements

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

<TABLE>

<CAPTION>
                                                 1996        1995
                                             (in thousands of dollars)

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

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


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

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

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

(11)  GUARANTY FUND ASSESSMENTS

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



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

Notes to Consolidated Financial Statements

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

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





                                    PART C
                              OTHER INFORMATION


ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

a.         Financial Statements
           ---------------------------------------------------------------

           The following financial statements of the Separate Account are
           included in Part B hereof:
       

       1.  Statement of Assets and Liabilities September 30, 1997
           (unaudited).

       2.  Statement of Operations for the Nine Months Ended September
           30, 1997 (unaudited).

       3.  Statement of Changes in Contract Owners Equity for the Nine
           Months Ended September 30, 1997 (unaudited).

       4.  Statement of Changes in Contract Owners Equity for the Year
           Ended December 31, 1996.

       5.  Notes to Unaudited Financial Statements for the Nine Months
           Ended September 30, 1997.

       6.  Independent Auditors' Report.

       7.  Statement of Assets and Liabilities as of December 31, 1996.

       8.  Statement of Operations for the year ended December 31, 1996.

       9.  Statements of Changes in Contract Owners' Equity for the years
           ended December 31, 1996 and 1995.

      10.  Financial Highlights for the five years in the period ended December 
           31, 1996.

      11.  Notes to Financial Statements for the years ended December 31,
           1996 and 1995.

           The following consolidated financial statements of the Company
           are included in Part B hereof:

       1.  Independent Auditors' Report.

       2.  Consolidated Balance Sheets as of December 31, 1996 and 1995.

       3.  Consolidated Statements of Income for the years ended December
           31, 1996, 1995 and 1994.

       4.  Consolidated Statements of Shareholder's Equity for the years
           ended December 31, 1996, 1995 and 1994.

       5.  Consolidated Statements of Cash Flows for the years ended
           December 31, 1996, 1995 and 1994.

       6.  Notes to Consolidated Financial Statements - December 31, 1996,
           1995 and 1994.



    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.  Not Applicable
 

         * 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 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.
       ### incorporated by reference to Registrant's Amendment No. 18 to
           Form N-4 (File No. 811-5200) as electronically filed on April 24,
           1996.
      #### incorporated by reference to Registrant's Amendment No. 20 to
           Form N-4 (File No. 811-5200) as electronically filed on April 23, 
           1997.  

ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:
   

Name and Principal                Positions and Offices
 Business Address                 with Depositor
_______________________________   ____________________________________
Richard A. Liddy                  Chairman of the Board and Director
700 Market Street
St. Louis, MO 63101

Leonard Rubenstein                Director
700 Market Street
St. Louis, MO 63101

Lorry J. Stensrud                 President and Director
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

Connie Doern                      Vice President
1776 West Lakes Pkwy
West Des Moines, IA 50266

Judy M. Drew                      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

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

Lisa O. Kirchner                  Vice President
1776 West Lakes Pkwy
West Des Moines, IA 50266

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

Mark E. Reynolds                  Executive 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

Peter L. Witkewiz                 Vice President
1776 West Lakes Pkwy
West Des Moines, IA 50266

Kent R. Zimmerman                 Assistant Treasurer
700 Market Street
St. Louis, MO 63101
    


ITEM 26.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
           REGISTRANT

A company organizational chart was filed as Exhibit 14 in Registrant's Amendment
No. 18 to Form N-4 and is incorporated herein by reference.

ITEM 27.   NUMBER OF CONTRACT OWNERS

As of November 30, 1997, there were 22,081 Non-Qualified Contract Owners and
5,345 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) Cova Life Sales Company is the principal  underwriter for the following
investment companies (other than Registrant):

   Cova Variable Annuity Account Five
   Cova Variable Life Account One
   Cova Variable Life Account Five
   First Cova Variable Annuity Account One

     (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.

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

William C. Mair     Director

Philip A. Haley     Vice President

Frances S. Cook     Assistant Secretary

Robert A. Miner     Treasurer

     (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.

     d. Cova  Financial  Services  Life  Insurance  Company  ("Company")  hereby
represents that the fees and charges  deducted under the Contracts  described in
the  Prospectus,  in the  aggregate,  are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

                               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 it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement  to be signed  on its  behalf,  in the City of  Oakbrook
Terrace, and State of Illinois on this 16th day of December, 1997.

                                  COVA VARIABLE ANNUITY ACCOUNT ONE
                                  (Registrant)


                             By:  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY


                             By:   /s/ LORRY J. STENSRUD
                                  _________________________________________
                                   Lorry J. Stensrud, President
                                  

                                  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                  Depositor
                                   /s/ LORRY J. STENSRUD
                             By:  ________________________________________
                                  Lorry J. Stensrud, President



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.


                        Chairman of the Board and
- ----------------------  Director                  --------
Richard A. Liddy                                   Date

/S/ LORRY J. STENSRUD   President and Director    12/16/97    
- ----------------------                            --------
Lorry J. Stensrud                                  Date


- ----------------------  Director                  --------
Leonard M. Rubenstein                             Date

                        Director
- ----------------------                            --------
J. Robert Hopson                                   Date

William C. Mair*        Controller and Director   12/16/97
- ----------------------                            --------
William C. Mair                                    Date


E. Thomas Hughes, Jr.*  Treasurer and Director    12/16/97
- ----------------------                            --------
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  12/16/97
- ----------------------                            --------
Matthew P. McCauley                                Date

John W. Barber*         Director                  12/16/97
- ----------------------                            --------
John W. Barber                                     Date

/S/ MARK E. REYNOLDS    Director                  12/17/97
- ----------------------                            --------
Mark E. Reynolds                                   Date


                                         /S/ LORRY J. STENSRUD
                                  *By:  ____________________________________
                                        Lorry J. Stensrud, Attorney-in-Fact




                                 

                                INDEX TO EXHIBITS

EXHIBIT NO.

99.B10            Consent of Independent Accountants

99.B13            Calculation of Performance Information






                                    EXHIBITS

                                       TO

               POST-EFFECTIVE AMENDMENT NO. 10 (File No. 33-39100)

                                       TO

                                    FORM N-4

                                       FOR

                        COVA VARIABLE ANNUITY ACCOUNT ONE

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

                         Consent of Independent Auditors

The Board of Directors
Cova Financial Services Life Insurance Company

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
statement of additional information and to the use of our report with respect to
the consolidated  financial statements of Cova Financial Services Life Insurance
Company and subsidiaries as of December 31, 1996 and for the seven-month  period
ended December 31, 1995, and the preacquisition  five-month period ended May 31,
1995, and the year ended December 31, 1994,  dated March 7, 1997, and our report
with respect to the financial statements of Cova Variable Annuity Account One as
of December 31, 1996 and for the years ended  December 31, 1996 and 1995,  dated
February 13, 1997, in the  Post-Effective  Amendment No. 10 to the  Registration
Statement (Form N-4 No. 33-39100) of Cova Variable Annuity Account One.

                                     /S/ KPMG PEAT MARWICK LLP

Chicago, Illinois
December 29, 1997

<TABLE>
<CAPTION>
                  COVA VARIABLE ANNUITY ACCOUNT ONE (MISSOURI)
                         STANDARD FIVE YEAR RETURN DATA
                                  AS OF 9/30/97
<S>                      <C>                         <C>        <C>             <C>           <C>            <C>          <C>
VKM Quality Income

          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          12.792414     78.1713        78.1713    1,000.00
        09/30/93         Contract Fee                              (4.48)         14.087144     (0.3181)       77.8532    1,096.73
        09/30/94         Contract Fee                              (4.16)         13.197626     (0.3154)       77.5378    1,023.32
        09/29/95         Contract Fee                              (4.09)         14.749674     (0.2773)       77.2605    1,139.57
        09/30/96         Contract Fee                              (3.79)         15.132856     (0.2502)       77.0103    1,165.39
        09/30/97         Contract Fee                              (3.82)         16.290615     (0.2343)       76.7760    1,250.73
        09/30/97         Value                                                    16.290615      0.0000        76.7760    1,250.73
        09/30/97         Charge                       0.05        (45.00)         16.290615     (2.7623)       74.0137    1,205.73
        09/30/97         Remaining Value                                          16.290615      0.0000        74.0137    1,205.73


VKM High Yield

          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          14.957146     66.8577        66.8577    1,000.00
        09/30/93         Contract Fee                              (5.46)         17.151467     (0.3181)       66.5395    1,141.25
        09/30/94         Contract Fee                              (5.41)         17.166447     (0.3154)       66.2242    1,136.83
        09/29/95         Contract Fee                              (5.26)         18.986151     (0.2773)       65.9469    1,252.08
        09/30/96         Contract Fee                              (5.19)         20.731096     (0.2502)       65.6967    1,361.96
        09/30/97         Contract Fee                              (5.40)         23.069578     (0.2343)       65.4624    1,510.19
        09/30/97         Value                                                    23.069578      0.0000        65.4624    1,510.19
        09/30/97         Charge                       0.05        (45.00)         23.069578     (1.9506)       63.5118    1,465.19
        09/30/97         Remaining Value                                          23.069578      0.0000        63.5118    1,465.19


Lord Abbett Growth & Income

          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          13.582631     73.6234        73.6234    1,000.00
        09/30/93         Contract Fee                              (5.12)         16.101046     (0.3181)       73.3053    1,180.29
        09/30/94         Contract Fee                              (5.32)         16.883319     (0.3154)       72.9899    1,232.31
        09/29/95         Contract Fee                              (5.66)         20.421830     (0.2773)       72.7126    1,484.93
        09/30/96         Contract Fee                              (5.86)         23.418841     (0.2502)       72.4624    1,696.99
        09/30/97         Contract Fee                              (7.25)         30.940092     (0.2343)       72.2281    2,234.75
        09/30/97         Value                                                    30.940092      0.0000        72.2281    2,234.75
        09/30/97         Charge                       0.05        (45.00)         30.940092     (1.4544)       70.7737    2,189.75
        09/30/97         Remaining Value                                          30.940092      0.0000        70.7737    2,189.75







VKM Money Market

          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total      Total
                                                                                Unit Value    Transaction    Units Held   Value
        09/30/92         Purchase                              1,000.00          10.414435     96.0206        96.0206    1,000.00
        09/30/93         Contract Fee                             (3.37)         10.585828     (0.3181)       95.7024    1,013.09
        09/30/94         Contract Fee                             (3.40)         10.793761     (0.3154)       95.3871    1,029.59
        09/29/95         Contract Fee                             (3.13)         11.302712     (0.2773)       95.1098    1,075.00
        09/30/96         Contract Fee                             (2.94)         11.760162     (0.2502)       94.8596    1,115.56
        09/30/97         Contract Fee                             (2.87)         12.244078     (0.2343)       94.6253    1,158.60
        09/30/97         Value                                                   12.244078      0.0000        94.6253    1,158.60
        09/30/97         Charge                      0.05        (45.00)         12.244078     (3.6752)       90.9500    1,113.60
        09/30/97         Remaining Value                                         12.244078      0.0000        90.9500    1,113.60


VKM Stock Index

          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          10.655811     93.8455        93.8455    1,000.00
        09/30/93         Contract Fee                              (3.70)         11.645119     (0.3181)       93.5274    1,089.14
        09/30/94         Contract Fee                              (3.72)         11.789237     (0.3154)       93.2120    1,098.90
        09/29/95         Contract Fee                              (4.14)         14.939795     (0.2773)       92.9347    1,388.43
        09/30/96         Contract Fee                              (4.42)         17.669922     (0.2502)       92.6845    1,637.73
        09/30/97         Contract Fee                              (5.70)         24.342237     (0.2343)       92.4502    2,250.44
        09/30/97         Value                                                    24.342237      0.0000        92.4502    2,250.44
        09/30/97         Charge                       0.05        (45.00)         24.342237     (1.8486)       90.6016    2,205.44
        09/30/97         Remaining Value                                          24.342237      0.0000        90.6016    2,205.44


VKM Growth & Income

                                                                                              Units This       Total       Total
          Date           Transaction Type             Rate         Amount       Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00           9.912358    100.8842       100.8842    1,000.00
        09/30/93         Contract Fee                              (3.76)         11.826119     (0.3181)      100.5660    1,189.31
        09/30/94         Contract Fee                              (3.61)         11.450838     (0.3154)      100.2507    1,147.95
        09/29/95         Contract Fee                              (3.84)         13.849109     (0.2773)       99.9734    1,384.54
        09/30/96         Contract Fee                              (3.96)         15.811166     (0.2502)       99.7231    1,576.74
        09/30/97         Contract Fee                              (4.96)         21.166476     (0.2343)       99.4889    2,105.83
        09/30/97         Value Before Wthdrwl Chg                                 21.166476      0.0000        99.4889    2,105.83
        09/30/97         Wthdrwl Chg and Cont Fee     0.05        (45.00)         21.166476     (2.1260)       97.3629    2,060.83
        09/30/97         Remaining Value                                          21.166476      0.0000        97.3629    2,060.83
</TABLE>

<TABLE>
<CAPTION>
                  COVA VARIABLE ANNUITY ACCOUNT ONE (MISSOURI)
                           STANDARD FIVE YEAR RETURNS
                           AVERAGE ANNUAL TOTAL RETURN
                                  AS OF 9/30/97
<S>                                                 <C>          <C>              <C>
                   SUB-ACCOUNT                      PURCHASE     TOTAL VALUE      TOTAL
                                                     AMOUNT      UNITS HELD       RETURN

VKM Quality Income                                  1,000.00      1,205.73           3.81%

VKM High Yield                                      1,000.00      1,465.19           7.94%

Lord Abbett Growth & Income                         1,000.00      2,189.75          16.97%

VKM Stock Index                                     1,000.00      2,205.44          17.14%

VKM Money Market                                    1,000.00      1,113.60           2.18%

VKM Growth & Income                                 1,000.00      2,060.83          15.56%
</TABLE>














FOR  ILLUSTRATIVE  PURPOSES,  THE ABOVE RETURNS ASSUME THAT THE ANNUAL  CONTRACT
MAINTENANCE CHARGE IS PRORATED AMONG THE SUB-ACCOUNTS BASED ON THE RATIO OF EACH
SUB-ACCOUNT'S ACCOUNT VALUE TO THE TOTAL CONTRACT









<TABLE>
<CAPTION>
                  COVA VARIABLE ANNUITY ACCOUNT ONE (MISSOURI)
                        NON-STANDARD FIVE YEAR RETURN DATA
                                  AS OF 9/30/97
<S>                      <C>                          <C>       <C>             <C>           <C>            <C>          <C>
VKM Quality Income

          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          12.792414     78.1713        78.1713    1,000.00
        09/30/93         Contract Fee                                             14.087144      0.0000        78.1713    1,101.21
        09/30/94         Contract Fee                                             13.197626      0.0000        78.1713    1,031.68
        09/29/95         Contract Fee                                             14.749674      0.0000        78.1713    1,153.00
        09/30/96         Contract Fee                                             15.132856      0.0000        78.1713    1,182.96
        09/30/97         Contract Fee                                             16.290615      0.0000        78.1713    1,273.46
        09/30/97         Value                                                    16.290615      0.0000        78.1713    1,273.46
        09/30/97         Charge                       0.05                        16.290615      0.0000        75.4090    1,273.46
        09/30/97         Remaining Value                                          16.290615      0.0000        75.4090    1,273.46


VKM High Yield

          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          14.957146     66.8577        66.8577    1,000.00
        09/30/93         Contract Fee                                             17.151467      0.0000        66.8577    1,146.71
        09/30/94         Contract Fee                                             17.166447      0.0000        66.8577    1,147.71
        09/29/95         Contract Fee                                             18.986151      0.0000        66.8577    1,269.37
        09/30/96         Contract Fee                                             20.731096      0.0000        66.8577    1,386.03
        09/30/97         Contract Fee                                             23.069578      0.0000        66.8577    1,542.38
        09/30/97         Value                                                    23.069578      0.0000        66.8577    1,542.38
        09/30/97         Charge                       0.05                        23.069578      0.0000        64.9071    1,542.38
        09/30/97         Remaining Value                                          23.069578      0.0000        64.9071    1,542.38


Lord Abbett Growth and Income

          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          13.582631     73.6234        73.6234    1,000.00
        09/30/93         Contract Fee                                             16.101046      0.0000        73.6234    1,185.41
        09/30/94         Contract Fee                                             16.883319      0.0000        73.6234    1,243.01
        09/29/95         Contract Fee                                             20.421830      0.0000        73.6234    1,503.53
        09/30/96         Contract Fee                                             23.418841      0.0000        73.6234    1,724.18
        09/30/97         Contract Fee                                             30.940092      0.0000        73.6234    2,277.92
        09/30/97         Value                                                    30.940092      0.0000        73.6234    2,277.92
        09/30/97         Charge                       0.05                        30.940092      0.0000        73.6234    2,277.92
        09/30/97         Remaining Value                                          30.940092      0.0000        73.6234    2,277.92


          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          10.414435     96.0206        96.0206    1,000.00
        09/30/93         Contract Fee                                             10.585828      0.0000        96.0206    1,016.46
        09/30/94         Contract Fee                                             10.793761      0.0000        96.0206    1,036.42
        09/29/95         Contract Fee                                             11.302712      0.0000        96.0206    1,085.29
        09/30/96         Contract Fee                                             11.760162      0.0000        96.0206    1,129.22
        09/30/97         Contract Fee                                             12.244078      0.0000        96.0206    1,175.68
        09/30/97         Value                                                    12.244078      0.0000        96.0206    1,175.68
        09/30/97         Charge                       0.05                        12.244078      0.0000        96.0206    1,175.68
        09/30/97         Remaining Value                                          12.244078      0.0000        96.0206    1,175.68


Stock Index

          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00          10.655811     93.8455        93.8455    1,000.00
        09/30/93         Contract Fee                                             11.645119      0.0000        93.8455    1,092.84
        09/30/94         Contract Fee                                             11.789237      0.0000        93.8455    1,106.37
        09/29/95         Contract Fee                                             14.939795      0.0000        93.8455    1,402.03
        09/30/96         Contract Fee                                             17.669922      0.0000        93.8455    1,658.24
        09/30/97         Contract Fee                                             24.342237      0.0000        93.8455    2,284.41
        09/30/97         Value                                                    24.342237      0.0000        93.8455    2,284.41
        09/30/97         Charge                       0.05                        24.342237      0.0000        93.8455    2,284.41
        09/30/97         Remaining Value                                          24.342237      0.0000        93.8455    2,284.41


VKM Growth & Income

          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total       Total
                                                                                Unit Value    Transaction    Units Held    Value
        09/30/92         Purchase                               1,000.00           9.912358    100.8842       100.8842    1,000.00
        09/30/93         Contract Fee                                             11.826119      0.0000       100.8842    1,193.07
        09/30/94         Contract Fee                                             11.450838      0.0000       100.8842    1,155.21
        09/29/95         Contract Fee                                             13.849109      0.0000       100.8842    1,397.16
        09/30/96         Contract Fee                                             15.811166      0.0000       100.8842    1,595.10
        09/30/97         Contract Fee                                             21.166476      0.0000       100.8842    2,135.36
        09/30/97         Value                                                    21.166476      0.0000       100.8842    2,135.36
        09/30/97         Charge                       0.05                        21.166476      0.0000       100.8842    2,135.36
        09/30/97         Remaining Value                                          21.166476      0.0000       100.8842    2,135.36
</TABLE>

<TABLE>
<CAPTION>
                  COVA VARIABLE ANNUITY ACCOUNT ONE (MISSOURI)
                          NON-STANDARD FIVE YEAR RETURN
                           AVERAGE ANNUAL TOTAL RETURN
                                  AS OF 9/30/97

                   SUB-ACCOUNT                      PURCHASE     TOTAL VALUE      TOTAL
                                                     AMOUNT      UNITS HELD       RETURN
<S>                                                 <C>          <C>               <C>
VKM Quality Income                                  1,000.00     1,273.46           4.95%

VKM High Yield                                      1,000.00     1,542.38           9.05%

Lord Abbett Growth & Income                         1,000.00     2,277.92          17.90%

VKM Stock Index                                     1,000.00     2,284.41           3.29%

VKM Money Market                                    1,000.00     1,175.68           3.29%

VKM Growth & Income                                 1,000.00     2,135.36          16.38%
</TABLE>





FOR  ILLUSTRATIVE  PURPOSES,  THE ABOVE RETURNS ASSUME THAT THE ANNUAL  CONTRACT
MAINTENANCE CHARGE IS PRORATED AMONG THE SUB-ACCOUNTS BASED ON THE RATIO OF EACH
SUB-ACCOUNT'S ACCOUNT VALUE TO THE TOTAL CONTRACT VALUE.



<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                     STANDARD INCEPTION TO DATE RETURN DATA
                                 AS OF 09/30/97


VKM Quality Income                                                                                                                  
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        12/11/89         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/90         Contract Fee                              (7.88)         10.642864     (0.7404)       99.2596    1,056.41  
        12/11/91         Contract Fee                              (5.34)         11.793541     (0.4528)       98.8068    1,165.28  
        12/11/92         Contract Fee                              (4.52)         12.690512     (0.3562)       98.4506    1,249.39  
        12/11/93         Contract Fee                              (4.40)         13.997342     (0.3143)       98.1363    1,373.65  
        12/11/94         Contract Fee                              (4.29)         13.179662     (0.3255)       97.8108    1,289.11
        12/11/95         Contract Fee                              (4.07)         15.200779     (0.2677)       97.5430    1,482.73
        12/11/96         Contract Fee                              (2.32)         15.540342     (0.1492)       97.3938    1,513.53  
        09/30/97         Value                                                    16.290615      0.0000        97.3938    1,586.60  
        09/30/97         Charge                       0.05        (46.88)         16.290615     (2.8777)       94.5161    1,539.73  
        09/30/97         Remaining Value                                          16.290615      0.0000        94.5161    1,539.73  
                                                                                                                                    
                                                                                                                                    
VKM High Yield                                                                                                                      
          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        12/11/89         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        12/11/90         Contract Fee                              (7.43)         10.038196     (0.7402)       99.2598      996.39  
        12/11/91         Contract Fee                              (5.72)         12.639788     (0.4525)       98.8073    1,248.90  
        12/11/92         Contract Fee                              (5.31)         14.896607     (0.3565)       98.4508    1,466.58  
        12/11/93         Contract Fee                              (5.64)         17.930469     (0.3145)       98.1363    1,759.63  
        12/11/94         Contract Fee                              (5.47)         16.825188     (0.3251)       97.8112    1,645.69  
        12/11/95         Contract Fee                              (5.20)         19.405032     (0.2680)       97.5432    1,892.83  
        12/11/96         Contract Fee                              (3.17)         21.273774     (0.1492)       97.3940    2,071.94  
        09/30/97         Value                                                    23.069578      0.0000        97.3940    2,246.84  
        09/30/97         Charge                       0.05        (47.66)         23.069578     (2.0660)       95.3280    2,199.18
        09/30/97         Remaining Value                                          23.069578      0.0000        95.3280    2,199.18
                                                                                                                                    
                                                                                                                                    
Lord Abbett Growth & Income                                                                                                         
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        12/11/89         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/90         Contract Fee                              (7.39)          9.991916     (0.7396)       99.2604      991.80  
        12/11/91         Contract Fee                              (5.26)         11.635826     (0.4521)       98.8083    1,149.72  
        12/11/92         Contract Fee                              (5.07)         14.232895     (0.3562)       98.4521    1,401.26
        12/11/93         Contract Fee                              (5.10)         16.227131     (0.3143)       98.1378    1,592.50
        12/11/94         Contract Fee                              (5.25)         16.145116     (0.3252)       97.8127    1,579.20  
        12/11/95         Contract Fee                              (5.70)         21.265128     (0.2680)       97.5446    2,074.30  
        12/11/96         Contract Fee                              (3.76)         25.168559     (0.1492)       97.3954    2,451.30  
        09/30/97         Value                                                    30.940092      0.0000        97.3954    3,013.42  
        09/30/97         Charge                       0.05        (48.57)         30.940092     (1.5698)       95.8256    2,964.85  
        09/30/97         Remaining Value                                          30.940092      0.0000        95.8256    2,964.85  
                                                                                                                                    
                                                                                                                                    



VKM Stock Index                                                                                                                     
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        11/01/91         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/91         Contract Fee                              (4.36)          9.641255     (0.4522)       99.5478      959.77  
        12/11/92         Contract Fee                              (3.94)         11.042649     (0.3568)       99.1910    1,095.33  
        12/11/93         Contract Fee                              (3.73)         11.858110     (0.3146)       98.8764    1,172.49  
        12/11/94         Contract Fee                              (3.71)         11.401457     (0.3254)       98.5510    1,123.63  
        12/11/95         Contract Fee                              (4.25)         15.871130     (0.2678)       98.2832    1,559.87
        12/11/96         Contract Fee                              (2.84)         19.034668     (0.1492)       98.1340    1,867.95
        09/30/97         Value                                                    24.342237      0.0000        98.1340    2,388.80  
        09/30/97         Charge                       0.05        (47.81)         24.342237     (1.9640)       96.1700    2,340.99  
        09/30/97         Remaining Value                                          24.342237      0.0000        96.1700    2,340.99  
                                                                                                                                    
                                                                                                                                    
VKM Money Market                                                                                                                    
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        07/01/91         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        12/11/91         Contract Fee                              (4.61)         10.188527     (0.4525)       99.5475    1,014.24
        12/11/92         Contract Fee                              (3.72)         10.449186     (0.3560)       99.1915    1,036.47  
        12/11/93         Contract Fee                              (3.34)         10.617015     (0.3146)       98.8769    1,049.78  
        12/11/94         Contract Fee                              (3.53)         10.871571     (0.3247)       98.5522    1,071.42  
        12/11/95         Contract Fee                              (3.06)         11.397944     (0.2685)       98.2838    1,120.23  
        12/11/96         Contract Fee                              (1.77)         11.851727     (0.1492)       98.1345    1,163.06  
        09/30/97         Value                                                    12.244078      0.0000        98.1345    1,201.57  
        09/30/97         Charge                       0.05        (46.41)         12.244078     (3.7906)       94.3439    1,155.15  
        09/30/97         Remaining Value                                          12.244078      0.0000        94.3439    1,155.15  


VKM Growth & Income                                                                                                                 
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        05/01/92         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/92         Contract Fee                              (3.69)         10.352054     (0.3565)       99.6435    1,031.52  
        12/11/93         Contract Fee                              (3.71)         11.795195     (0.3145)       99.3290    1,171.61  
        12/11/94         Contract Fee                              (3.50)         10.773452     (0.3249)       99.0041    1,066.62  
        12/11/95         Contract Fee                              (3.89)         14.498752     (0.2683)       98.7358    1,431.55  
        12/11/96         Contract Fee                              (2.53)         16.954792     (0.1492)       98.5866    1,671.52
        09/30/97         Value                                                    21.166476      0.0000        98.5866    2,086.73
        09/30/97         Charge                       0.05        (47.44)         21.166476     (2.2414)       96.3453    2,039.29  
        09/30/97         Remaining Value                                          21.166476      0.0000        96.3453    2,039.29  
                                                                                                                                    
                                                                                                                                    
JPM Quality Bond                                                                                                                    
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        04/30/96         Purchase                               1,000.00           9.897228    101.0384       101.0384    1,000.00  
        12/11/96         Contract Fee                              (1.55)         10.364657     (0.1492)      100.8892    1,045.68
        09/30/97         Value                                                    10.877551      0.0000       100.8892    1,097.43
        09/30/97         Charge                       0.05        (46.25)         10.877551     (4.2523)       96.6368    1,051.17
        09/30/97         Remaining Value                                          10.877551      0.0000        96.6368    1,051.17





JPM Small Capital Stock                                                                                                             
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        04/30/96         Purchase                               1,000.00          10.512560     95.1243        95.1243    1,000.00  
        12/11/96         Contract Fee                              (1.65)         11.086421     (0.1492)       94.9751    1,052.93  
        09/30/97         Value                                                    13.775226      0.0000        94.9751    1,308.30  
        09/30/97         Charge                       0.05        (46.59)         13.775226     (3.3821)       91.5930    1,261.71  
        09/30/97         Remaining Value                                          13.775226      0.0000        91.5930    1,261.71  


JPM Large Capital Stock                                                                                                             
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        04/30/96         Purchase                               1,000.00          10.003025     99.9698        99.9698    1,000.00  
        12/11/96         Contract Fee                              (1.69)         11.353003     (0.1492)       99.8205    1,133.26  
        09/30/97         Value                                                    14.621557      0.0000        99.8205    1,459.53  
        09/30/97         Charge                       0.05        (46.69)         14.621557     (3.1930)       96.6275    1,412.84  
        09/30/97         Remaining Value                                          14.621557      0.0000        96.6275    1,412.84  


JPM Select Equity                                                                                                                   
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        04/30/96         Purchase                               1,000.00          10.083890     99.1681        99.1681    1,000.00  
        12/11/96         Contract Fee                              (1.61)         10.779321     (0.1492)       99.0188    1,067.36  
        09/30/97         Value                                                    14.200213      0.0000        99.0188    1,406.09  
        09/30/97         Charge                       0.05        (46.64)         14.200213     (3.2843)       95.7345    1,359.45  
        09/30/97         Remaining Value                                          14.200213      0.0000        95.7345    1,359.45  


JPM International Equity
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        04/30/96         Purchase                                1,000.00          10.214899     97.8962        97.8962    1,000.00
        12/11/96         Contract Fee                               (1.60)         10.726728     (0.1492)       97.7470    1,048.51
        09/30/97         Value                                                     12.101316      0.0000        97.7470    1,182.87
        09/30/97         Charge                        0.05        (46.40)         12.101316     (3.8340)       93.9130    1,136.47
        09/30/97         Remaining Value                                           12.101316      0.0000        93.9130    1,136.47


Lord Abbett Bond Debenture
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        04/30/96         Purchase                               1,000.00          10.097690     99.0326        99.0326    1,000.00
        12/11/96         Contract Fee                              (1.67)         11.194096     (0.1492)       98.8833    1,106.91
        09/30/97         Value                                                    12.656085      0.0000        98.8833    1,251.48
        09/30/97         Charge                       0.05        (46.46)         12.656085     (3.6709)       95.2124    1,205.02
        09/30/97         Remaining Value                                          12.656085      0.0000        95.2124    1,205.02


GAIMCO Money Market                                                                                                                 
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        06/03/96         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/96         Contract Fee                              (1.52)         10.210737     (0.1492)       99.8508    1,019.55
        09/30/97         Value                                                    10.553104      0.0000        99.8508    1,053.74
        09/30/97         Charge                       0.05        (46.22)         10.553104     (4.3795)       95.4713    1,007.52
        09/30/97         Remaining Value                                          10.553104      0.0000        95.4713    1,007.52  
                                                                                                                                    

MVA Balanced                                                                                                                        
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        09/30/97         Value                                                    10.478753      0.0000       100.0000    1,047.88  
        09/30/97         Charge                       0.05        (46.21)         10.478753     (4.4098)       95.5902    1,001.67
        09/30/97         Remaining Value                                          10.478753      0.0000        95.5902    1,001.67  

                                                                                                                                    
MVA Small Cap Equity
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        09/30/97         Value                                                    11.156281      0.0000       100.0000    1,115.63
        09/30/97         Charge                       0.05        (46.29)         11.156281     (4.1489)       95.8511    1,069.34  
        09/30/97         Remaining Value                                          11.156281      0.0000        95.8511    1,069.34
                                                                                                                                    

MVA Equity Income                                                                                                                   
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        09/30/97         Value                                                    10.870351      0.0000       100.0000    1,087.04  
        09/30/97         Charge                       0.05        (46.25)         10.870351     (4.2550)       95.7450    1,040.78
        09/30/97         Remaining Value                                          10.870351      0.0000        95.7450    1,040.78  


MVA  Growth & Income
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        09/30/97         Value                                                    10.741146      0.0000       100.0000    1,074.11
        09/30/97         Charge                       0.05        (46.24)         10.741146     (4.3048)       95.6952    1,027.88
        09/30/97         Remaining Value                                          10.741146      0.0000        95.6952    1,027.88
</TABLE>



<TABLE>
<CAPTION>

              Cova Variable Annuity Separate Account One (Missouri)
                        Standard Inception to Date Return
                           Average Annual Total Return
                                  As of 9/30/97




                   Sub-Account                Purchase     Total Value      Total        Inception      Current      Days Since
                                                Amount      Units Held       Return         Date           Date        Inception
<S>                                            <C>           <C>                <C>          <C>            <C>        <C>
VKM Quality Income                             1,000.00      1,539.73           5.68%        12/11/89       09/30/97   2,850

VKM High Yield                                 1,000.00      2,199.18          10.62%        12/11/89                  2,850

Lord Abbett Growth & Income                    1,000.00      2,964.85          14.93%        12/11/89                  2,850

VKM Stock Index                                1,000.00      2,340.99          15.46%        11/01/91                  2,160

VKM Money Market                               1,000.00      1,155.15           2.33%        07/01/91                  2,283

VKM Growth & Income                            1,000.00      2,039.29          14.05%        05/01/92                  1,978

JPM Quality Bond                               1,000.00      1,051.17           3.58%        04/30/96                    518

JPM Small Capital Stock                        1,000.00      1,261.71          17.80%        04/30/96                    518

JPM Large Capital Stock                        1,000.00      1,412.84          27.57%        04/30/96                    518

JPM Select Equity                              1,000.00      1,359.45          24.16%        04/30/96                    518

JPM International Equity                       1,000.00      1,136.47           9.43%        04/30/96                    518

Lord Abbett Bond Debenture                     1,000.00      1,205.02          14.04%        04/30/96                    518

GAIMCO Money Market                            1,000.00      1,007.52           0.57%        06/03/96                    484

MVA Balanced                                   1,000.00      1,001.67           0.67%        07/01/97                     91

MVA Small Cap Equity                           1,000.00      1,069.34          30.85%        07/01/97                     91

MVA Equity Income                              1,000.00      1,040.78          17.39%        07/01/97                     91

MVA  Growth & Income                           1,000.00      1,027.88          11.66%        07/01/97                     91
</TABLE>


For illustrative purposes, the above returns assume that the annual contract
maintenance charge is prorated among the sub-accounts based on the ratio of each
sub-account's account value to the total contract value.

<TABLE>
<CAPTION>
              Cova Variable Annuity Separate Account One (Missouri)
                        Standard Inception to Date Return
                                  Total Return
                                  As of 9/30/97




                   Sub-Account                            Purchase     Total Value      Total
                                                            Amount      Units Held       Return
<S>                                                       <C>           <C>              <C>
VKM Quality Income                                        1,000.00      1,539.73          53.97%

VKM High Yield                                            1,000.00      2,199.18         119.92%

Lord Abbett Growth & Income                               1,000.00      2,964.85         196.49%

VKM Stock Index                                           1,000.00      2,340.99         134.10%

VKM Money Market                                          1,000.00      1,155.15          15.52%

VKM Growth & Income                                       1,000.00      2,039.29         103.93%

JPM Quality Bond                                          1,000.00      1,051.17           5.12%

JPM Small Capital Stock                                   1,000.00      1,261.71          26.17%

JPM Large Capital Stock                                   1,000.00      1,412.84          41.28%

JPM Select Equity                                         1,000.00      1,359.45          35.95%

JPM International Equity                                  1,000.00      1,136.47          13.65%

Lord Abbett Bond Debenture                                1,000.00      1,205.02          20.50%

GAIMCO Money Market                                       1,000.00      1,007.52           0.75%

MVA Balanced                                              1,000.00      1,001.67           0.17%

MVA Small Cap Equity                                      1,000.00      1,069.34           6.93%

MVA Equity Income                                         1,000.00      1,040.78           4.08%

MVA  Growth & Income                                      1,000.00      1,027.88           2.79%
</TABLE>

For  illustrative  purposes,  the above returns assume that the annual  contract
maintenance charge is prorated among the sub-accounts based on the ratio of each
sub-account's account value to the total contract.


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                          Standard One Year Return Data
                                 As of 09/30/97
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
VKM Quality Income                                                                                                                  
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         15.132856      66.0814       66.0814    1,000.00    
       09/30/97         Value                                                   16.290615       0.0000       66.0814    1,076.51    
       09/30/97         Charge                      0.05         (50.00)        16.290615      (3.0693)      63.0121    1,026.51    
       09/30/97         Contract Fee                              (2.25)        16.290615      (0.1384)      62.8738    1,024.25    
       09/30/97         Remaining Value                                         16.290615       0.0000       62.8738    1,024.25    
                                                                                                                                    
                                                                                                                                    
VKM High Yield                                                                                                                      
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                                 000.00         20.731096      48.2367       48.2367    1,000.00    
       09/30/97         Value                                                   23.069578       0.0000       48.2367    1,112.80    
       09/30/97         Charge                      0.05         (50.00)        23.069578      (2.1674)      46.0694    1,062.80    
       09/30/97         Contract Fee                              (3.19)        23.069578      (0.1384)      45.9310    1,059.61    
       09/30/97         Remaining Value                                         23.069578       0.0000       45.9310    1,059.61    
                                                                                                                                    
                                                                                                                                    
Lord Abbett Growth & Income                                                                                                         
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                              1,000.00         23.418841      42.7007       42.7007    1,000.00     
       09/30/97         Value                                                  30.940092       0.0000       42.7007    1,321.16     
       09/30/97         Charge                      0.05        (50.00)        30.940092      (1.6160)      41.0846    1,271.16     
       09/30/97         Contract Fee                             (4.28)        30.940092      (0.1384)      40.9463    1,266.88     
       09/30/97         Remaining Value                                        30.940092       0.0000       40.9463    1,266.88     
                                                                                                                                    
                                                                                                                                    
VKM Money Market                                                                                                                    
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         11.760162      85.0328       85.0328    1,000.00    
       09/30/97         Value                                                   12.244078       0.0000       85.0328    1,041.15    
       09/30/97         Charge                      0.05         (50.00)        12.244078      (4.0836)      80.9492      991.15    
       09/30/97         Contract Fee                              (1.69)        12.244078      (0.1384)      80.8109      989.45    
       09/30/97         Remaining Value                                         12.244078       0.0000       80.8109      989.45    
                                                                                                                                    
                                                                                                                                    
VKM Stock Index                                                                                                                     
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         17.669922      56.5933       56.5933    1,000.00    
       09/30/97         Value                                                   24.342237       0.0000       56.5933    1,377.61    
       09/30/97         Charge                      0.05         (50.00)        24.342237      (2.0540)      54.5393    1,327.61    
       09/30/97         Contract Fee                              (3.37)        24.342237      (0.1384)      54.4010    1,324.24    
       09/30/97         Remaining Value                                         24.342237       0.0000       54.4010    1,324.24    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
VKM Growth & Income                                                                                                                 
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         15.811166      63.2464       63.2464    1,000.00    
       09/30/97         Value                                                   21.166476       0.0000       63.2464    1,338.70    
       09/30/97         Charge                      0.05         (50.00)        21.166476      (2.3622)      60.8842    1,288.70    
       09/30/97         Contract Fee                              (2.93)        21.166476      (0.1384)      60.7459    1,285.78    
       09/30/97         Remaining Value                                         21.166476       0.0000       60.7459    1,285.78    
                                                                                                                                    
                                                                                                                                    
JPM Quality Bond                                                                                                                    
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         10.107693      98.9345       98.9345    1,000.00    
       09/30/97         Value                                                   10.877551       0.0000       98.9345    1,076.17    
       09/30/97         Charge                      0.05         (50.00)        10.877551      (4.5966)      94.3379    1,026.17    
       09/30/97         Contract Fee                              (1.50)        10.877551      (0.1384)      94.1996    1,024.66    
       09/30/97         Remaining Value                                         10.877551       0.0000       94.1996    1,024.66    
                                                                                                                                    
                                                                                                                                    
JPM Small Capital Stock                                                                                                             
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>

       09/30/96         Purchase                               1,000.00         10.601053      94.3303       94.3303    1,000.00    
       09/30/97         Value                                                   13.775226       0.0000       94.3303    1,299.42    
       09/30/97         Charge                      0.05         (50.00)        13.775226      (3.6297)      90.7005    1,249.42    
       09/30/97         Contract Fee                              (1.91)        13.775226      (0.1384)      90.5622    1,247.51    
       09/30/97         Remaining Value                                         13.775226       0.0000       90.5622    1,247.51    
                                                                                                                                    
                                                                                                                                    
Large Capital Stock                                                                                                                 
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         10.434763      95.8335       95.8335    1,000.00    
       09/30/97         Value                                                   14.621557       0.0000       95.8335    1,401.24    
       09/30/97         Charge                      0.05         (50.00)        14.621557      (3.4196)      92.4139    1,351.24    
       09/30/97         Contract Fee                              (2.02)        14.621557      (0.1384)      92.2756    1,349.21    
       09/30/97         Remaining Value                                         14.621557       0.0000       92.2756    1,349.21    
                                                                                                                                    
                                                                                                                                    
JPM Large Capital Stock                                                                                                             
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>

       09/30/96         Purchase                               1,000.00         10.098491      99.0247       99.0247    1,000.00    
       09/30/97         Value                                                   14.200213       0.0000       99.0247    1,406.17    
       09/30/97         Charge                      0.05         (50.00)        14.200213      (3.5211)      95.5036    1,356.17    
       09/30/97         Contract Fee                              (1.96)        14.200213      (0.1384)      95.3653    1,354.21    
       09/30/97         Remaining Value                                         14.200213       0.0000       95.3653    1,354.21    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
JPM International Equity                                                                                                            
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>

       09/30/96         Purchase                               1,000.00         10.359859      96.5264       96.5264    1,000.00    
       09/30/97         Value                                                   12.101316       0.0000       96.5264    1,168.10    
       09/30/97         Charge                      0.05         (50.00)        12.101316      (4.1318)      92.3946    1,118.10    
       09/30/97         Contract Fee                              (1.67)        12.101316      (0.1384)      92.2563    1,116.42    
       09/30/97         Remaining Value                                         12.101316       0.0000       92.2563    1,116.42    
                                                                                                                                    
                                                                                                                                    
Lord Abbett Bond Debenture                                                                                                          
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         10.837855      92.2692       92.2692    1,000.00    
       09/30/97         Value                                                   12.656085       0.0000       92.2692    1,167.77    
       09/30/97         Charge                      0.05         (50.00)        12.656085      (3.9507)      88.3185    1,117.77    
       09/30/97         Contract Fee                              (1.75)        12.656085      (0.1384)      88.1802    1,116.02    
       09/30/97         Remaining Value                                         12.656085       0.0000       88.1802    1,116.02    
                                                                                                                                    
                                                                                                                                    
GAIMCO Money Market                                                                                                                 
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>         <C>            <C>          <C>
       09/30/96         Purchase                               1,000.00         10.131477      98.7023       98.7023    1,000.00    
       09/30/97         Value                                                   10.553104       0.0000       98.7023    1,041.62    
       09/30/97         Charge                      0.05         (50.00)        10.553104      (4.7379)      93.9643      991.62    
       09/30/97         Contract Fee                              (1.46)        10.553104      (0.1384)      93.8260      990.16    
       09/30/97         Remaining Value                                         10.553104       0.0000       93.8260      990.16    
</TABLE>

<TABLE>
<CAPTION>                                                                                                                          
                  Cova Variable Annuity Account One (Missouri)
                            Standard One Year Return
                                  As of 9/30/97
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
      Sub-Account                                       Purchase     Total Value       Total                                        
                                                         Amount       Units Held      Return                                        
<S>                                                     <C>            <C>               <C>                
VKM Quality Income                                      1,000.00       1,024.25          2.43%              
                                                                                                            
VKM High Yield                                          1,000.00       1,059.61          5.96%              
                                                                                                            
Lord Abbett Growth & Income                             1,000.00       1,266.88         26.69%              
                                                                                                            
VKM Money Market                                        1,000.00         989.45         -1.05%              
                                                                                                            
VKM Stock Index                                         1,000.00       1,324.24         32.42%              
                                                                                                            
VKM Growth & Income                                     1,000.00       1,285.78         28.58%              
                                                                                                            
JPM Quality Bond                                        1,000.00       1,024.66          2.47%              
                                                                                                            
JPM Small Capital Stock                                 1,000.00       1,247.51         24.75%              
                                                                                                            
JPM Large Capital Stock                                 1,000.00       1,349.21         34.92%              
                                                                                                            
JPM Select Equity                                       1,000.00       1,354.21         35.42%              
                                                                                                            
JPM International Equity                                1,000.00       1,166.42         11.64%              
                                                                                                            
Lord Abbett Bond Debenture                              1,000.00       1,166.02         11.60%              
                                                                                                            
GAIMCO Money Market                                     1,000.00         990.16         -0.98%              
</TABLE>





For  illustrative  purposes,  the above returns assume that the annual  contract
maintenance charge is prorated among the sub-accounts based on the ratio of each
sub-account's account value to the total contract value. 




<TABLE>
<CAPTION>
                                                                             
                  Cova Variable Annuity Account One (Missouri)
                   Non-Standard Inception to Date Return Data
                                 As of 09/30/97



VKM Quality Income                                                                                                                  
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        12/11/89         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/90         Contract Fee                                             10.642864      0.0000       100.0000    1,064.29  
        12/11/91         Contract Fee                                             11.793541      0.0000       100.0000    1,179.35  
        12/11/92         Contract Fee                                             12.690512      0.0000       100.0000    1,269.05  
        12/11/93         Contract Fee                                             13.997342      0.0000       100.0000    1,399.73  
        12/11/94         Contract Fee                                             13.179662      0.0000       100.0000    1,317.97
        12/11/95         Contract Fee                                             15.200779      0.0000       100.0000    1,520.08
        12/11/96         Contract Fee                                             15.540342      0.0000       100.0000    1,554.03  
        09/30/97         Value                                                    16.290615      0.0000       100.0000    1,629.06  
        09/30/97         Charge                       0.05                        16.290615      0.0000       100.0000    1,629.06  
        09/30/97         Remaining Value                                          16.290615      0.0000       100.0000    1,629.06  
                                                                                                                                    
                                                                                                                                    
VKM High Yield                                                                                                                      
          Date               Transaction Type         Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        12/11/89         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        12/11/90         Contract Fee                                             10.038196      0.0000       100.0000    1,003.82  
        12/11/91         Contract Fee                                             12.639788      0.0000       100.0000    1,263.98  
        12/11/92         Contract Fee                                             14.896607      0.0000       100.0000    1,489.66  
        12/11/93         Contract Fee                                             17.930469      0.0000       100.0000    1,793.05  
        12/11/94         Contract Fee                                             16.825188      0.0000       100.0000    1,682.52  
        12/11/95         Contract Fee                                             19.405032      0.0000       100.0000    1,940.50  
        12/11/96         Contract Fee                                             21.273774      0.0000       100.0000    2,127.38  
        09/30/97         Value                                                    23.069578      0.0000       100.0000    2,306.96  
        09/30/97         Charge                       0.05                        23.069578      0.0000       100.0000    2,306.96
        09/30/97         Remaining Value                                          23.069578      0.0000       100.0000    2,306.96
                                                                                                                                    
                                                                                                                                    
Lord Abbett Growth & Income                                                                                                         
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        12/11/89         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/90         Contract Fee                                              9.991916      0.0000       100.0000      999.19  
        12/11/91         Contract Fee                                             11.635826      0.0000       100.0000    1,163.58  
        12/11/92         Contract Fee                                             14.232895      0.0000       100.0000    1,423.29  
        12/11/93         Contract Fee                                             16.227131      0.0000       100.0000    1,622.71
        12/11/94         Contract Fee                                             16.145116      0.0000       100.0000    1,614.51
        12/11/95         Contract Fee                                             21.265128      0.0000       100.0000    2,126.51  
        12/11/96         Contract Fee                                             25.168559      0.0000       100.0000    2,516.86  
        09/30/97         Value                                                    30.940092      0.0000       100.0000    3,094.01  
        09/30/97         Charge                       0.05                        30.940092      0.0000       100.0000    3,094.01  
        09/30/97         Remaining Value                                          30.940092      0.0000       100.0000    3,094.01  
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    


VKM Stock Index                                                                                                                     
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        11/01/91         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/91         Contract Fee                                              9.641255      0.0000       100.0000      964.13  
        12/11/92         Contract Fee                                             11.042649      0.0000       100.0000    1,104.26  
        12/11/93         Contract Fee                                             11.858110      0.0000       100.0000    1,185.81  
        12/11/94         Contract Fee                                             11.401457      0.0000       100.0000    1,140.15  
        12/11/95         Contract Fee                                             15.871130      0.0000       100.0000    1,587.11
        12/11/96         Contract Fee                                             19.034668      0.0000       100.0000    1,903.47
        09/30/97         Value                                                    24.342237      0.0000       100.0000    2,434.22  
        09/30/97         Charge                       0.05                        24.342237      0.0000       100.0000    2,434.22  
        09/30/97         Remaining Value                                          24.342237      0.0000       100.0000    2,434.22  
                                                                                                                                    
                                                                                                                                    
VKM Money Market                                                                                                                    
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        07/01/91         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        12/11/91         Contract Fee                                             10.188527      0.0000       100.0000    1,018.85
        12/11/92         Contract Fee                                             10.449186      0.0000       100.0000    1,044.92  
        12/11/93         Contract Fee                                             10.617015      0.0000       100.0000    1,061.70  
        12/11/94         Contract Fee                                             10.871571      0.0000       100.0000    1,087.16  
        12/11/95         Contract Fee                                             11.397944      0.0000       100.0000    1,139.79  
        12/11/96         Contract Fee                                             11.851727      0.0000       100.0000    1,185.17  
        09/30/97         Value                                                    12.244078      0.0000       100.0000    1,224.41  
        09/30/97         Charge                       0.05                        12.244078      0.0000       100.0000    1,224.41  
        09/30/97         Remaining Value                                          12.244078      0.0000       100.0000    1,224.41  


VKM Growth & Income                                                                                                                 
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        05/01/92         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/92         Contract Fee                                             10.352054      0.0000       100.0000    1,035.21  
        12/11/93         Contract Fee                                             11.795195      0.0000       100.0000    1,179.52  
        12/11/94         Contract Fee                                             10.773452      0.0000       100.0000    1,077.35  
        12/11/95         Contract Fee                                             14.498752      0.0000       100.0000    1,449.88  
        12/11/96         Contract Fee                                             16.954792      0.0000       100.0000    1,695.48
        09/30/97         Value                                                    21.166476      0.0000       100.0000    2,116.65
        09/30/97         Charge                       0.05                        21.166476      0.0000       100.0000    2,116.65  
        09/30/97         Remaining Value                                          21.166476      0.0000       100.0000    2,116.65  
                                                                                                                                    
                                                                                                                                    
JPM Quality Bond                                                                                                                    
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        04/30/96         Purchase                               1,000.00           9.897228    101.0384       101.0384    1,000.00  
        12/11/96         Contract Fee                                             10.364657      0.0000       101.0384    1,047.23
        09/30/97         Value                                                    10.877551      0.0000       101.0384    1,099.05
        09/30/97         Charge                       0.05                        10.877551      0.0000       101.0384    1,099.05
        09/30/97         Remaining Value                                          10.877551      0.0000       101.0384    1,099.05





JPM Small Capital Stock                                                                                                             
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        04/30/96         Purchase                               1,000.00          10.512560     95.1243        95.1243    1,000.00  
        12/11/96         Contract Fee                                             11.086421      0.0000        95.1243    1,054.59  
        09/30/97         Value                                                    13.775226      0.0000        95.1243    1,310.36  
        09/30/97         Charge                       0.05                        13.775226      0.0000        95.1243    1,310.36  
        09/30/97         Remaining Value                                          13.775226      0.0000        95.1243    1,310.36  


JPM Large Capital Stock                                                                                                             
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        04/30/96         Purchase                               1,000.00          10.003025     99.9698        99.9698    1,000.00  
        12/11/96         Contract Fee                                             11.353003      0.0000        99.9698    1,134.96  
        09/30/97         Value                                                    14.621557      0.0000        99.9698    1,461.71  
        09/30/97         Charge                       0.05                        14.621557      0.0000        99.9698    1,461.71  
        09/30/97         Remaining Value                                          14.621557      0.0000        99.9698    1,461.71  


JPM Select Equity                                                                                                                   
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        04/30/96         Purchase                               1,000.00          10.083890     99.1681        99.1681    1,000.00  
        12/11/96         Contract Fee                                             10.779321      0.0000        99.1681    1,068.96  
        09/30/97         Value                                                    14.200213      0.0000        99.1681    1,408.21  
        09/30/97         Charge                       0.05                        14.200213      0.0000        99.1681    1,408.21  
        09/30/97         Remaining Value                                          14.200213      0.0000        99.1681    1,408.21  


JPM International Equity
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        04/30/96         Purchase                               1,000.00          10.214899     97.8962        97.8962    1,000.00
        12/11/96         Contract Fee                                             10.726728      0.0000        97.8962    1,050.11
        09/30/97         Value                                                    12.101316      0.0000        97.8962    1,184.67
        09/30/97         Charge                       0.05                        12.101316      0.0000        97.8962    1,184.67
        09/30/97         Remaining Value                                          12.101316      0.0000        97.8962    1,184.67


Lord Abbett Bond Debenture
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        04/30/96         Purchase                               1,000.00          10.097690     99.0326        99.0326    1,000.00
        12/11/96         Contract Fee                                             11.194096      0.0000        99.0326    1,108.58
        09/30/97         Value                                                    12.656085      0.0000        99.0326    1,253.36
        09/30/97         Charge                       0.05                        12.656085      0.0000        99.0326    1,253.36
        09/30/97         Remaining Value                                          12.656085      0.0000        99.0326    1,253.36



GAIMCO Money Market                                                                                                                 
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        06/03/96         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        12/11/96         Contract Fee                                             10.210737      0.0000       100.0000    1,021.07
        09/30/97         Value                                                    10.553104      0.0000       100.0000    1,055.31
        09/30/97         Charge                       0.05                        10.553104      0.0000       100.0000    1,055.31
        09/30/97         Remaining Value                                          10.553104      0.0000       100.0000    1,055.31  
                                                                                                                                    

MVA Balanced                                                                                                                        
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        09/30/97         Value                                                    10.478753      0.0000       100.0000    1,047.88  
        09/30/97         Charge                       0.05                        10.478753      0.0000       100.0000    1,047.88
        09/30/97         Remaining Value                                          10.478753      0.0000       100.0000    1,047.88  

                                                                                                                                    
MVA Small Cap Equity
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total 
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00  
        09/30/97         Value                                                    11.156281      0.0000       100.0000    1,115.63
        09/30/97         Charge                       0.05                        11.156281      0.0000       100.0000    1,115.63  
        09/30/97         Remaining Value                                          11.156281      0.0000       100.0000    1,115.63
                                                                                                                                    

MVA Equity Income                                                                                                                   
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value 
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        09/30/97         Value                                                    10.870351      0.0000       100.0000    1,087.04  
        09/30/97         Charge                       0.05                        10.870351      0.0000       100.0000    1,087.04
        09/30/97         Remaining Value                                          10.870351      0.0000       100.0000    1,087.04  


MVA  Growth & Income
          Date                 Transaction            Rate         Amount       Unit Value    Units This       Total          Total
                                                                                              Transaction    Units Held       Value
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
        07/01/97         Purchase                               1,000.00          10.000000    100.0000       100.0000    1,000.00
        09/30/97         Value                                                    10.741146      0.0000       100.0000    1,074.11
        09/30/97         Charge                       0.05                        10.741146      0.0000       100.0000    1,074.11
        09/30/97         Remaining Value                                          10.741146      0.0000       100.0000    1,074.11
</TABLE>

<TABLE>
<CAPTION>
              Cova Variable Annuity Separate Account One (Missouri)
                      Non-Standard Inception to Date Return
                           Average Annual Total Return
                                  As of 9/30/97




                   Sub-Account                            Purchase     Total Value      Total        Inception       Portfolio
                                                           Amount      Units Held       Return         Date           Return
<S>                                                       <C>           <C>               <C>           <C>             <C>
VKM Quality Income                                        1,000.00      1,629.06           6.45%        12/11/89         7.85%

VKM High Yield                                            1,000.00      2,306.96          11.30%        12/11/89        12.70%

Lord Abbett Growth & Income                               1,000.00      3,094.01          15.56%        12/11/89        16.96%

VKM Stock Index                                           1,000.00      2,434.22          16.22%        11/01/91        17.62%

VKM Money Market                                          1,000.00      1,224.41           3.29%        07/01/91         4.69%

VKM Growth & Income                                       1,000.00      2,116.65          14.84%        05/01/92        16.24%

JPM Quality Bond                                          1,000.00      1,099.05           6.88%        04/30/96         8.28%

JPM Small Capital Stock                                   1,000.00      1,310.36          20.98%        04/30/96        22.38%

JPM Large Capital Stock                                   1,000.00      1,461.71          30.67%        04/30/96        32.07%

JPM Select Equity                                         1,000.00      1,408.21          27.28%        04/30/96        28.68%

JPM International Equity                                  1,000.00      1,184.67          12.68%        04/30/96        14.08%

Lord Abbett Bond Debenture                                1,000.00      1,253.36          17.25%        04/30/96        18.65%

GAIMCO Money Market                                       1,000.00      1,055.31           4.14%        06/03/96         5.54%

MVA Balanced                                              1,000.00      1,047.88          20.63%        07/01/97        22.03%

MVA Small Cap Equity                                      1,000.00      1,115.63          55.10%        07/01/97        56.50%

MVA Equity Income                                         1,000.00      1,087.04          39.76%        07/01/97        41.16%

MVA  Growth & Income                                      1,000.00      1,074.11          33.21%        07/01/97        34.61%
</TABLE>





For  illustrative  purposes,  the above returns assume that the annual  contract
maintenance charge is prorated among the sub-accounts based on the ratio of each
sub-account's account value to the total contract value.

<TABLE>
<CAPTION>
              Cova Variable Annuity Separate Account One (Missouri)
                      Non-Standard Inception to Date Return
                                  Total Return
                                  As of 9/30/97




                   Sub-Account                             Purchase     Total Value      Total
                                                            Amount      Units Held       Return
<S>                                                       <C>           <C>              <C>
VKM Quality Income                                        1,000.00      1,629.06          62.91%

VKM High Yield                                            1,000.00      2,306.96         130.70%

Lord Abbett Growth & Income                               1,000.00      3,094.01         209.40%

VKM Stock Index                                           1,000.00      2,434.22         143.42%

VKM Money Market                                          1,000.00      1,224.41          22.44%

VKM Growth & Income                                       1,000.00      2,116.65         111.66%

JPM Quality Bond                                          1,000.00      1,099.05           9.91%

JPM Small Capital Stock                                   1,000.00      1,310.36          31.04%

JPM Large Capital Stock                                   1,000.00      1,461.71          46.17%

JPM Select Equity                                         1,000.00      1,408.21          40.82%

JPM International Equity                                  1,000.00      1,184.67          18.47%

Lord Abbett Bond Debenture                                1,000.00      1,253.36          25.34%

GAIMCO Money Market                                       1,000.00      1,055.31           5.53%

MVA Balanced                                              1,000.00      1,047.88           4.79%

MVA Small Cap Equity                                      1,000.00      1,115.63          11.56%

MVA Equity Income                                         1,000.00      1,087.04           8.70%

MVA  Growth & Income                                      1,000.00      1,074.11           7.41%
</TABLE>





For  illustrative  purposes,  the above returns assume that the annual  contract
maintenance charge is prorated among the sub-accounts based on the ratio of each
sub-account's account value to the total contract.

<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                        Non-Standard One Year Return Data
                                 As of 09/30/97
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
VKM Quality Income                                                                                                                  
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         15.132856      66.0814       66.0814    1,000.00   
       09/30/97         Value                                                   16.290615       0.0000       66.0814    1,076.51   
       09/30/97         Charge                      0.05                        16.290615       0.0000       66.0814    1,076.51   
       09/30/97         Contract Fee                                            16.290615       0.0000       66.0814    1,076.51   
       09/30/97         Remaining Value                                         16.290615       0.0000       66.0814    1,076.51   
                                                                                                                                    
                                                                                                                                    
VKM High Yield                                                                                                                      
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         20.731096      48.2367       48.2367    1,000.00   
       09/30/97         Value                                                   23.069578       0.0000       48.2367    1,112.80   
       09/30/97         Charge                      0.05                        23.069578       0.0000       48.2367    1,112.80   
       09/30/97         Contract Fee                                            23.069578       0.0000       48.2367    1,112.80   
       09/30/97         Remaining Value                                         23.069578       0.0000       48.2367    1,112.80   
                                                                                                                                    
                                                                                                                                    
Lord Abbett Growth & Income                                                                                                         
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         23.418841      42.7007       42.7007    1,000.00   
       09/30/97         Value                                                   30.940092       0.0000       42.7007    1,321.16   
       09/30/97         Charge                      0.05                        30.940092       0.0000       42.7007    1,321.16   
       09/30/97         Contract Fee                                            30.940092       0.0000       42.7007    1,321.16   
       09/30/97         Remaining Value                                         30.940092       0.0000       42.7007    1,321.16   
                                                                                                                                    
                                                                                                                                    
VKM Money Market                                                                                                                    
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         11.760162      85.0328       85.0328    1,000.00   
       09/30/97         Value                                                   12.244078       0.0000       85.0328    1,041.15   
       09/30/97         Charge                      0.05                        12.244078       0.0000       85.0328    1,041.15   
       09/30/97         Contract Fee                                            12.244078       0.0000       85.0328    1,041.15   
       09/30/97         Remaining Value                                         12.244078       0.0000       85.0328    1,041.15   
                                                                                                                                    
                                                                                                                                    
VKM Stock Index                                                                                                                     
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         17.669922      56.5933       56.5933    1,000.00   
       09/30/97         Value                                                   24.342237       0.0000       56.5933    1,377.61   
       09/30/97         Charge                      0.05                        24.342237       0.0000       56.5933    1,377.61   
       09/30/97         Contract Fee                                            24.342237       0.0000       56.5933    1,377.61   
       09/30/97         Remaining Value                                         24.342237       0.0000       56.5933    1,377.61   
                                                                                                                                    
                                                                                                                                    
VKM Growth & Income                                                                                                                 
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         15.811166      63.2464       63.2464    1,000.00   
       09/30/97         Value                                                   21.166476       0.0000       63.2464    1,338.70   
       09/30/97         Charge                      0.05                        21.166476       0.0000       63.2464    1,338.70   
       09/30/97         Contract Fee                                            21.166476       0.0000       63.2464    1,338.70   
       09/30/97         Remaining Value                                         21.166476       0.0000       63.2464    1,338.70   
                                                                                                                                    
                                                                                                                                    
JPM Quality Bond                                                                                                                    
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         10.107693      98.9345       98.9345    1,000.00   
       09/30/97         Value                                                   10.877551       0.0000       98.9345    1,076.17   
       09/30/97         Charge                      0.05                        10.877551       0.0000       98.9345    1,076.17   
       09/30/97         Contract Fee                                            10.877551       0.0000       98.9345    1,076.17   
       09/30/97         Remaining Value                                         10.877551       0.0000       98.9345    1,076.17   
                                                                                                                                    
                                                                                                                                    
JPM Small Capital Stock                                                                                                             
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         10.601053      94.3303       94.3303    1,000.00   
       09/30/97         Value                                                   13.775226       0.0000       94.3303    1,299.42   
       09/30/97         Charge                      0.05                        13.775226       0.0000       94.3303    1,299.42   
       09/30/97         Contract Fee                                            13.775226       0.0000       94.3303    1,299.42   
       09/30/97         Remaining Value                                         13.775226       0.0000       94.3303    1,299.42   
                                                                                                                                    
                                                                                                                                    
Large Capital Stock                                                                                                                 
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         10.434763      95.8335       95.8335    1,000.00   
       09/30/97         Value                                                   14.621557       0.0000       95.8335    1,401.24   
       09/30/97         Charge                      0.05                        14.621557       0.0000       95.8335    1,401.24   
       09/30/97         Contract Fee                                            14.621557       0.0000       95.8335    1,401.24   
       09/30/97         Remaining Value                                         14.621557       0.0000       95.8335    1,401.24   
                                                                                                                                    
                                                                                                                                    
JPM Large Capital Stock                                                                                                             
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         10.098491      99.0247       99.0247    1,000.00   
       09/30/97         Value                                                   14.200213       0.0000       99.0247    1,406.17   
       09/30/97         Charge                      0.05                        14.200213       0.0000       99.0247    1,406.17   
       09/30/97         Contract Fee                                            14.200213       0.0000       99.0247    1,406.17   
       09/30/97         Remaining Value                                         14.200213       0.0000       99.0247    1,406.17   
                                                                                                                                    
JPM International Equity                                                                                                            
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                              1,000.00         10.359859      96.5264       96.5264    1,000.00   
       09/30/97         Value                                                  12.101316       0.0000       96.5264    1,168.10   
       09/30/97         Charge                      .05                        12.101316       0.0000       96.5264    1,168.10   
       09/30/97         Contract Fee                                           12.101316       0.0000       96.5264    1,168.10   
       09/30/97         Remaining Value                                        12.101316       0.0000       96.5264    1,168.10   
                                                                                                                                    
                                                                                                                                    
Lord Abbett Bond Debenture                                                                                                          
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         10.837855      92.2692       92.2692    1,000.00   
       09/30/97         Value                                                   12.656085       0.0000       92.2692    1,167.77   
       09/30/97         Charge                      0.05                        12.656085       0.0000       92.2692    1,167.77   
       09/30/97         Contract Fee                                            12.656085       0.0000       92.2692    1,167.77   
       09/30/97         Remaining Value                                         12.656085       0.0000       92.2692    1,167.77   
                                                                                                                                    
                                                                                                                                    
GAIMCO Money Market                                                                                                                 
         Date                 Transaction           Rate          Amount      Unit Value     Units This       Total         Total   
                                                                                            Transaction    Units Held       Value   
<S>                      <C>                          <C>       <C>               <C>          <C>            <C>         <C>
       09/30/96         Purchase                               1,000.00         10.131477      98.7023       98.7023    1,000.00   
       09/30/97         Value                                                   10.553104       0.0000       98.7023    1,041.62   
       09/30/97         Charge                      0.05                        10.553104       0.0000       98.7023    1,041.62   
       09/30/97         Contract Fee                                            10.553104       0.0000       98.7023    1,041.62   
       09/30/97         Remaining Value                                         10.553104       0.0000       98.7023    1,041.62   
</TABLE>

<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                          Non-Standard One Year Return
                                  As of 9/30/97
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
      Sub-Account                                      Purchase     Total Value       Total       Portfolio                      
                                                        Amount       Units Held      Return        Return                        
<S>                                                     <C>            <C>              <C>           <C>                           
VKM Quality Income                                      1,000.00       1,076.51          7.65%         9.05%                
                                                                                                                            
VKM High Yield                                          1,000.00       1,112.80         11.28%        12.68%                
                                                                                                                            
Lord Abbett Growth & Income                             1,000.00       1,321.16         32.12%        33.52%                
                                                                                                                            
VKM Money Market                                        1,000.00       1,041.15          4.11%         5.51%                
                                                                                                                            
VKM Stock Index                                         1,000.00       1,377.61         37.76%        39.16%                
                                                                                                                            
VKM Growth & Income                                     1,000.00       1,338.70         33.87%        35.27%                
                                                                                                                            
JPM Quality Bond                                        1,000.00       1,076.17          7.62%         9.02%                
                                                                                                                            
JPM Small Capital Stock                                 1,000.00       1,299.42         29.94%        31.34%                
                                                                                                                            
JPM Large Capital Stock                                 1,000.00       1,401.24         40.12%        41.52%                
                                                                                                                            
JPM Select Equity                                       1,000.00       1,406.17         40.62%        42.02%                
                                                                                                                            
JPM International Equity                                1,000.00       1,168.10         16.81%        18.21%                
                                                                                                                            
Lord Abbett Bond Debenture                              1,000.00       1,167.77         16.78%        18.18%                
                                                                                                                            
GAIMCO Money Market                                     1,000.00       1,041.62          4.16%         5.56%                
</TABLE>

For  illustrative  purposes,  the above returns assume that the annual  contract
maintenance charge is prorated among the sub-accounts based on the ratio of each
sub-account's account value to the total contract value


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission