COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1997-05-27
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                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

Marketing  and                                    Annuity Service Office:
Executive  Office:                                Cova Financial Services Life
One  Tower  Lane,  Suite  3000                       Insurance Company
Oakbrook  Terrace,  IL  60181-4644                Policy Service Office
(800)  831-LIFE                                   P.O. Box 10366
                                                  Des  Moines,  IA  50306-9989
                                                  (515)  243-5834
                                                  (800)  343-8496


    INDIVIDUAL SINGLE PURCHASE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
                                  ISSUED BY
                      COVA VARIABLE ANNUITY ACCOUNT ONE
                                     AND
                COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY


The Individual  Single Purchase  Payment  Deferred  Variable  Annuity  Contracts
(the "Contracts") described  in this  Prospectus  provide  for  accumulation  of
Contract Values and payment of monthly annuity  payments on a fixed and variable
basis.  The Contracts are designed for use by individuals in retirement plans on
a Qualified or Non-Qualified basis. (See "Definitions".)

At the Contract Owner's direction, the purchase payment for the Contract will be
allocated to a segregated  investment  account of Cova  Financial  Services Life
Insurance  Company  (the  "Company")  which  account  has been  designated  Cova
Variable  Annuity  Account  One (the  "Variable  Account")  or to the  Company's
General  Account.  The Variable  Account  invests in shares of Cova Series Trust
(see "Cova Series  Trust") and Lord Abbett  Series Fund,  Inc. (see "Lord Abbett
Series Fund, Inc."). Cova Series Trust is a series fund with nineteen Portfolios
eleven of which are currently available in connection with the Contracts:  Money
Market Portfolio,  Quality Income Portfolio,  High Yield Portfolio,  Stock Index
Portfolio, VKAC Growth and Income Portfolio,  Select Equity Portfolio, Small Cap
Stock Portfolio,  International Equity Portfolio,  Quality Bond Portfolio, Large
Cap Stock Portfolio and Bond Debenture Portfolio.  Lord Abbett Series Fund, Inc.
is a series  fund  with two  Portfolios,  one of which is  currently  available:
Growth and Income Portfolio.

This  Prospectus  concisely  sets forth the  information a prospective  investor
should know before  investing.  Additional  information  about the  Contracts is
contained in the "Statement of Additional  Information" which is available at no
charge.  The  Statement  of  Additional  Information  has  been  filed  with the
Securities and Exchange Commission and is incorporated herein by reference.  The
Table of Contents of the  Statement of  Additional  Information  can be found on
Page 39 of this Prospectus.  For the Statement of Additional  Information,  call
(800) 831-LIFE or write the Marketing and Executive Office address listed above.

INQUIRIES:

Any  inquiries  regarding  purchasing  a Contract can be made by telephone or in
writing to Cova Life Sales  Company at (800)  831-LIFE or One Tower Lane,  Suite
3000,  Oakbrook  Terrace,  Illinois  60181-4644.  All other questions  should be
directed to the Annuity Service Office listed above.

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.

This  Prospectus  and  the  Statement  of  Additional  Information  are  dated
May 1, 1997.

The Prospectus should be kept for future reference.


                              TABLE OF CONTENTS

                                                                   PAGE

DEFINITIONS

HIGHLIGHTS

FEE  TABLE

CONDENSED  FINANCIAL  INFORMATION

THE  COMPANY

THE  VARIABLE  ACCOUNT
Cova  Series  Trust
Lord  Abbett  Series  Fund,  Inc.
General American Capital Company
Voting  Rights
Substitution  of  Securities

CHARGES  AND  DEDUCTIONS
Deduction  for  Withdrawal  Charge  (Sales  Load)
Reduction  or  Elimination  of  the  Withdrawal  Charge
Deduction  for  Mortality  and  Expense  Risk  Premium
Deduction  for  Administrative  Expense  Charge
Deduction  for  Contract  Maintenance  Charge
Deduction  for  Premium  Taxes
Deduction  for  Income  Taxes
Deduction  for  Trust  and  Fund  Expenses
Deduction  for  Transfer  Fee

THE  CONTRACTS
Ownership
Annuitant
Assignment
Beneficiary
Change  of  Beneficiary
Transfers  of  Contract  Values  During  the  Accumulation  Period
Death  of  the  Annuitant
Death  of  the  Contract  Owner

ANNUITY  PROVISIONS
Annuity  Date  and  Annuity  Option
Change  in  Annuity  Date  and  Annuity  Option
Allocation  of  Annuity  Payments
Transfers  During  the  Annuity  Period
Annuity  Options
Frequency  and  Amount  of  Annuity  Payments

PURCHASE  PAYMENTS  AND  CONTRACT  VALUE
Purchase  Payments
Allocation  of  Purchase  Payments
Dollar  Cost  Averaging
Distributor
Contract  Value
Accumulation  Unit

WITHDRAWALS
Texas  Optional  Retirement  Program
Suspension  of  Payments  or  Transfers

PERFORMANCE  INFORMATION
Money  Market  Portfolio
Other  Portfolios

TAX  STATUS
General
Diversification
Contracts Owner by Other Than Natural Persons  
Multiple  Contracts 
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

FINANCIAL  STATEMENTS

LEGAL  PROCEEDINGS

TABLE  OF  CONTENTS  OF  THE  STATEMENT  OF  ADDITIONAL  INFORMATION


                                 DEFINITIONS

ACCOUNT - General Account and/or one or more of the Sub-Accounts of the Variable
Account.

ACCUMULATION UNIT - An accounting unit of measure used to calculate the Contract
Value in a Sub-Account of the Variable Account prior to the Annuity Date.

ANNUITANT - The natural person on whose life Annuity Payments are based.

ANNUITY DATE - The date on which Annuity Payments begin.

ANNUITY  PAYMENTS  - The  series of  payments  made to the  Annuitant  after the
Annuity Date under the Annuity Option elected.

ANNUITY PERIOD - The period starting on the Annuity Date.

ANNUITY UNIT - An accounting unit of measure used to calculate  Annuity Payments
after the Annuity Date.

BENEFICIARY - The person(s) who will receive the death benefit.

COMPANY - Cova Financial  Services Life Insurance Company at its Annuity Service
Office shown on the cover page of this Prospectus.

CONTRACT ANNIVERSARY - An anniversary of the Issue Date.

CONTRACT VALUE - The sum of the Contract Owner's interest in the General Account
and the Sub-Accounts of the Variable Account.

CONTRACT YEAR - One year from the Issue Date and from each Contract Anniversary.

DISTRIBUTOR  - Cova Life Sales  Company,  One Tower Lane,  Suite 3000,  Oakbrook
Terrace, Illinois 60181-4644.

ELIGIBLE  INVESTMENT(S)  - An  investment  entity  which can be  selected by the
Contract Owner to be an underlying investment of the Contract.

FIXED  ANNUITY - 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 Variable Account.

GENERAL ACCOUNT - The Company's general account which contains all the assets of
the Company  with the  exception of the  Variable  Account and other  segregated
asset accounts.

GENERAL ACCOUNT VALUE - The Contract Owner's interest in the General Account.

ISSUE DATE - The date on which the first Contract Year begins.

NON-QUALIFIED  CONTRACTS - Contracts issued under  Non-Qualified  Plans which do
not receive  favorable tax treatment  under  Sections 401,  403(b) or 408 of the
Internal Revenue Code of 1986, as amended (the "Code").

PORTFOLIO - A segment of an Eligible Investment which constitutes a separate and
distinct class of shares.

QUALIFIED  CONTRACTS - Contracts  issued  under  Qualified  Plans which  receive
favorable  tax  treatment  under  Sections  401,  403(b) or 408 of the Code.

SUB-ACCOUNT - A segment of the Variable Account.

SUB-ACCOUNT VALUE - The Contract Owner's interest in a Sub-Account.

VALUATION DATE - The Variable  Account will be valued each day that the New York
Stock  Exchange is open for trading which is Monday through  Friday,  except for
normal business holidays.

VALUATION PERIOD - The period beginning at the close of business of the New York
Stock  Exchange on each  Valuation  Date and ending at the close of business for
the next succeeding Valuation Date.

VARIABLE ACCOUNT - A separate  investment account of the Company,  designated as
Cova  Variable  Annuity  Account  One,  into  which  purchase  payments  will be
allocated.

VARIABLE ACCOUNT VALUE - The sum of the Contract Owner's interest in each of the
Sub-Accounts of the Variable Account.

VARIABLE  ANNUITY - A series of payments  made during the Annuity  Period  which
vary in amount with the investment experience of each applicable Sub-Account.

WITHDRAWAL VALUE - The Withdrawal Value is:

     1)    the  Contract  Value  for  the  Valuation Period next following the
Valuation  Period  during  which  the  written  request  to  the  Company  for
withdrawal  is  received;  less

     2)    any  applicable  taxes  not  previously  deducted;  less

     3)    the  Withdrawal  Charge,  if  any;  less

     4)    the  Contract  Maintenance  Charge,  if  any.


                                  HIGHLIGHTS

At the Contract Owner's direction, the purchase payment for the Contract will be
allocated to a segregated  investment  account of Cova  Financial  Services Life
Insurance  Company  (the  "Company")  which  account  has been  designated  Cova
Variable  Annuity  Account  One (the  "Variable  Account")  or to the  Company's
General  Account.  The Variable  Account  invests in shares of Cova Series Trust
(see "Cova Series  Trust") and Lord Abbett  Series Fund,  Inc. (see "Lord Abbett
Series Fund,  Inc.")  Contract  Owners bear the investment  risk for all amounts
allocated to the Variable Account.

Within ten days of the day the  Contract is received by the Contract  Owner,  it
may be  returned  by  delivering  or  mailing it to the  Company at its  Annuity
Service Office or to the agent through whom it was purchased.  When the Contract
is received by the Company,  it will be voided as if it had never been in force.
The Company will refund the  Contract  Value (which may be more or less than the
purchase  payment)  computed at the end of the Valuation Period during which the
Contract is received by the Company.  Under certain  circumstances,  the Company
may be required to refund the purchase payment.

A Withdrawal Charge (sales load) may be deducted in the event of a withdrawal of
all or a portion of the  Contract  Value.  The  Withdrawal  Charge is imposed on
withdrawals  of all or a portion of the Contract Value and is equal to 5% of the
withdrawn  purchase payment.  After the first Contract  Anniversary,  a Contract
Owner may, not more  frequently  than once annually on a  non-cumulative  basis,
make a withdrawal  each Contract Year of up to ten percent (10%) of the purchase
payment free from  Withdrawal  Charges  provided the Contract Value prior to the
withdrawal exceeds $5,000.  Additionally,  the Contract Owner may, within thirty
(30) days  following the fifth  Contract  Anniversary  and every fifth  Contract
Anniversary  thereafter,  make a withdrawal  of all or a portion of the Contract
Value free from the Withdrawal Charge.  (See "Charges and Deductions - Deduction
for Withdrawal Charge" (Sales Load).)

There is a charge for the Mortality and Expense Risk Premium which is equal,  on
an annual basis, to 1.25% of the daily net asset value of the Variable  Account.
This Charge compensates the Company for assuming the mortality and expense risks
under the Contracts.  (See "Charges and Deductions - Deduction for Mortality and
Expense Risk Premium".)

There is an Administrative Expense Charge which is equal, on an annual basis, to
 .15%  of the  daily  net  asset  value  of the  Variable  Account.  This  Charge
compensates  the Company for costs  associated  with the  administration  of the
Contract and the Variable Account.  (See "Charges and Deductions - Deduction for
Administrative Expense Charge".)

There is an annual Contract  Maintenance  Charge of $30 each Contract Year. (See
"Charges and  Deductions - Deduction  for Contract  Maintenance  Charge".)

Premium  taxes  or other taxes payable to a state or other governmental entity
will  be  charged  against  the  Contract Values. (See "Charges and Deductions
- -Deduction  for  Premium  Taxes".)

Under  certain  circumstances,  a Transfer  Fee may be assessed  when a Contract
Owner transfers  Contract Values from one Sub-Account to another  Sub-Account or
to or from the General  Account.  (See  "Charges and  Deductions - Deduction for
Transfer Fee".)

There is a ten percent (10%)  federal  income tax penalty that may be applied to
the income portion of any distribution from the Contracts.  However, the penalty
is not imposed under certain  circumstances.(See  "Tax Status - Tax Treatment of
Withdrawals - Qualified  Contracts"  and  "Tax  Treatment  of  Withdrawals
- - Non-Qualified Contracts".) For a further discussion of the taxation of the 
Contracts, see "Tax Status".

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

Because of certain  exemptive  and  exclusionary  provisions,  interests  in the
General  Account are not  registered  under the  Securities  Act of 1933 and the
General Account is not registered as an investment  company under the Investment
Company Act of 1940, as amended.  Accordingly,  neither the General  Account nor
any  interests  therein are  subject to the  provisions  of these Acts,  and the
Company  has  been  advised  that  the  staff  of the  Securities  and  Exchange
Commission has not reviewed the  disclosures  in the Prospectus  relating to the
General  Account.  Disclosures  regarding the General Account may,  however,  be
subject to certain  generally  applicable  provisions of the federal  securities
laws  relating  to  the  accuracy  and   completeness   of  statements  made  in
prospectuses.


                      COVA VARIABLE ANNUITY ACCOUNT ONE
                                  FEE TABLE


CONTRACT  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            $30 per contract per year

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%


COVA  SERIES  TRUST'S  ANNUAL  EXPENSES
(as  a  percentage  of  the  average  daily  net  assets  of  a  Portfolio)

<TABLE>
<CAPTION>
<S>                                 <C>          <C>                <C>
                                                 Other Expenses
                                                 (after expense     Total
                                    Management   reimbursement -    Annual
Portfolio                           Fees         see Note 4 below)  Expenses
_________________________________   ___________  _________________  ________

Managed by Van Kampen American 
Capital Investment Advisory Corp.
  VKAC Growth and Income              .60%             .10%         .70%
  Money Market#                       .00%             .11%         .11%
  Quality Income                      .50%             .10%         .60%
  High Yield                          .75%             .10%         .85%
  Stock Index                         .50%             .10%         .60%
Managed by J.P. Morgan
Investment Management Inc.
  Select Equity*                      .75%             .10%         .85%
  Small Cap Stock*                    .85%             .10%         .95%
  International Equity*               .85%             .10%         .95%
  Quality Bond*                       .55%             .10%         .65%
  Large Cap Stock*                    .65%             .10%         .75%
Managed by Lord, Abbett & Co.
  Bond Debenture*                     .75%             .10%         .85%
<FN>
     * ANNUALIZED. THE PORTFOLIO COMMENCED REGULAR INVESTMENT OPERATIONS ON
APRIL 2, 1996.

     # COVA  INVESTMENT  ADVISORY  CORPORATION  ("COVA  ADVISORY"),  THE TRUST'S
INVESTMENT  ADVISER,  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.
</TABLE>


LORD  ABBETT  SERIES  FUND,  INC.'S  ANNUAL  EXPENSES
(as  a  percentage  of  the  average  daily  net  assets  of  a  Portfolio)

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

                     Management   12b-1   Other            Total Annual
Portfolio            Fees         Fees    Expenses         Expenses
                                          (After expense
                                          reimbursement -
                                          See Note 4 below
___________________ ___________ _______  _________________ ____________

Growth and Income##         .50%    .07%       .02%           .59%

<FN>
## THE GROWTH AND INCOME  PORTFOLIO OF LORD ABBETT SERIES FUND, INC. HAS A 12b-1
PLAN WHICH PROVIDES FOR PAYMENTS TO LORD,  ABBETT & CO. FOR REMITTANCE TO A LIFE
INSURANCE COMPANY FOR CERTAIN  DISTRIBUTION  EXPENSES (SEE THE FUND PROSPECTUS).
THE 12b-1 PLAN PROVIDES THAT SUCH REMITTANCES, IN THE AGGREGATE, WILL NOT EXCEED
 .15%, ON AN ANNUAL  BASIS,  OF THE DAILY NET ASSET VALUE OF SHARES OF THE GROWTH
AND INCOME PORTFOLIO.  AS OF THE DATE OF THIS PROSPECTUS,  NO PAYMENTS HAVE BEEN
MADE UNDER THE 12b-1 PLAN. FOR THE YEAR ENDING DECEMBER 31, 1997, THE 12b-1 FEES
ARE  ESTIMATED TO BE .07%.  THE EXAMPLES  BELOW FOR THIS  PORTFOLIO  REFLECT THE
ESTIMATED 12b-1 FEES.
</TABLE>

EXAMPLES

A  Contract  Owner  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>       <C>
                                                TIME      PERIODS
                                        1 year   3 years   5 years   10 years
                                       _______ _________ _________ __________

COVA SERIES TRUST
Managed by Van Kampen American
Capital Investment Advisory Corp.
Money Market Portfolio             a)  $ 66.36  $  95.62  $ 132.07  $  188.79
                                   b)  $ 16.36  $  50.62  $  87.07  $  188.79

Quality Income Portfolio           a)  $ 71.29  $ 110.60  $ 157.34  $  240.77
                                   b)  $ 21.29  $  65.60  $ 112.34  $  240.77

High Yield Portfolio               a)  $ 73.80  $ 118.16  $ 169.99  $  266.24
                                   b)  $ 23.80  $  73.16  $ 124.99  $  266.24 

VKAC Growth and Income Portfolio   a)  $ 72.29  $ 113.63  $ 162.42  $  251.04 
                                   b)  $ 22.29  $  68.63  $ 117.42  $  251.04 

Stock Index Portfolio              a)  $ 71.29  $ 110.60  $ 157.34  $  240.77 
                                   b)  $ 21.29  $  65.60  $ 112.34  $  240.77 

Managed by J.P. Morgan Investment
Management Inc.
Select Equity Portfolio            a)  $ 73.80  $ 118.16
                                   b)  $ 23.80  $  73.16

Small Cap Stock Portfolio          a)  $ 74.80  $ 121.17
                                   b)  $ 24.80  $  76.17

International Equity Portfolio     a)  $ 74.80  $ 121.17
                                   b)  $ 24.80  $  76.17

Quality Bond Portfolio             a)  $ 71.79  $ 112.12
                                   b)  $ 21.79  $  67.12

Large Cap Stock Portfolio          a)  $ 72.80  $ 115.15
                                   b)  $ 22.80  $  70.15

Managed by Lord, Abbett & Co.
Bond Debenture Portfolio           a)  $ 73.80  $ 118.16
                                   b)  $ 23.80  $  73.16

LORD ABBETT SERIES FUND, INC.
Growth and Income Portfolio        a)  $ 70.49  $ 108.17  $ 153.26  $  232.47
                                   b)  $ 20.49  $  63.17  $ 108.26  $  232.47
</TABLE>

EXPLANATION  OF  FEE  TABLE  AND  EXAMPLES

     1. The  purpose  of the above  Table is to  assist  the  Contract  Owner in
understanding  the various costs and expenses that a Contract  Owner will incur,
directly or indirectly.  The Table reflects  expenses of the Variable Account as
well as of the Eligible Investments.  For additional  information,  see "Charges
and Deductions" in this Prospectus and the Prospectuses  for Cova Series Trust 
and Lord Abbett Series Fund, Inc.

     2. After the first  Contract  Anniversary,  a Contract  Owner may, not more
frequently than once annually on a non-cumulative  basis, make a withdrawal each
Contract  Year of up to ten  percent  (10%) of the  purchase  payment  free from
Withdrawal  Charges provided the Contract Value prior to the withdrawal  exceeds
$5,000.  The 10% free  withdrawal has been factored into the Examples  above. In
addition,  the Contract  Owner may,  within thirty (30) days following the fifth
Contract  Anniversary and every fifth Contract  Anniversary  thereafter,  make a
withdrawal  of all or a portion of the Contract  Value free from the  Withdrawal
Charge.  (See "Charges and Deductions - Deduction for Withdrawal  Charge (Sales
Load).")

     3. No Transfer Fee will be assessed for a transfer made in connection  with
the Dollar Cost Averaging program providing for the automatic  transfer of funds
from  the  Money  Market  Sub-Account  or  the  General  Account  to  any  other
Sub-Account(s).  (See  "Charges and  Deductions - Deduction for Transfer Fee" 
and "Purchase  Payments and Contract  Value - Dollar Cost  Averaging".)

     4. Since  August 20,  1990,  the Company has been  reimbursing  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 Expenses for the Trust (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.

     5. Premium taxes are not reflected.  Premium taxes may apply.  See "Charges
and Deductions - Deduction for Premium Taxes".

     6.    The  assumed  single  purchase  payment  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.

                       CONDENSED FINANCIAL INFORMATION

                           Accumulation Unit Values

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

<TABLE>
<CAPTION>
<S>                                <C>      <C>         <C>         <C>         <C>         <C>         <C>
                                   For the
                                   Year or  Year or     Year or     Year or     Year or     Year or     Year or
                                   Period   Period      Period      Period      Period      Period      Period
                                   Ended    Ended       Ended       Ended       Ended       Ended       Ended
                                   12/31/96 12/31/95    12/31/94    12/31/93    12/31/92    12/31/91    12/31/90
                                   ________ _________   _________   __________ __________   ________    ________

COVA SERIES TRUST
Quality Income Sub-Account
  Beginning of Period              $ 15.33  $    13.17  $    13.97  $    12.75  $    12.02  $    10.62  $     9.97
  End of Period                    $ 15.54  $    15.33  $    13.17  $    13.97  $    12.75  $    12.02  $    10.62
  Number of Accum.
  Units Outstanding                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              $ 19.52  $    16.98  $    18.02  $    14.99  $    12.75  $    10.06  $    10.02
  End of Period                    $ 21.42  $    19.52  $    16.98  $    18.02  $    14.99  $    12.75  $    10.06
  Number of Accum.
  Units Outstanding                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              $ 11.43  $    10.90  $    10.61  $    10.46  $    10.21  $    10.00           *
  End of Period                    $ 11.88  $    11.43  $    10.90  $    10.61  $    10.46  $    10.21
  Number of Accum.
  Units Outstanding                2,584,926 2,987,132   6,963,421     617,575     385,448     527,571

VKAC Growth and Income Sub-Account
  Beginning of Period (5/1/92 -    $ 14.61  $    11.20  $    11.92  $    10.47  $    10.00           *           *
  commencement of operations)                                          
  End of Period                    $ 17.01  $    14.61  $    11.20  $    11.92  $    10.47
  Number of Accum.
  Units Outstanding                1,905,896 1,342,833     977,209     547,643     250,919

Stock Index Sub-Account
  Beginning of Period              $ 15.77  $    11.68  $    11.87  $    11.05  $    10.55  $    10.00           *
  End of Period                    $ 19.04  $    15.77  $    11.68  $    11.87  $    11.05  $    10.55
  Number of Accum.
  Units Outstanding                4,680,855 5,436,980   3,151,443   7,691,151   3,164,251     639,923

Select Equity Sub-Account
  Beginning of Period (4/1/96)     $ 10.08          **          **          **          **          **          **
  End of Period                    $ 10.84          **          **          **          **          **          **
  Number of Accum.
  Units Outstanding                2,044,523        **          **          **          **          **          **

Small Cap Stock Sub-Account
  Beginning of Period (4/1/96)     $ 10.51          **          **          **          **          **          **
  End of Period                    $ 11.31          **          **          **          **          **          **
  Number of Accum.
  Units Outstanding                1,237,405        **          **          **          **          **          **

International Equity Sub-Account
  Beginning of Period (4/1/96)     $ 10.21          **          **          **          **          **          **
  End of Period                    $ 10.97          **          **          **          **          **          **
  Number of Accum.
  Units Outstanding                1,306,892        **          **          **          **          **          **

Quality Bond Sub-Account
  Beginning of Period (4/1/96)     $  9.90          **          **          **          **          **          **
  End of Period                    $ 10.37          **          **          **          **          **          **
  Number of Accum.
  Units Outstanding                508,830          **          **          **          **          **          **

Large Cap Stock Sub-Account
  Beginning of Period (4/1/96)     $ 10.00          
  End of Period                    $ 11.33          
  Number of Accum.
  Units Outstanding                1,389,606        

Bond Debenture Sub-Account
  Beginning of Period (4/1/96)     $ 10.10          **          **          **          **          **          **
  End of Period                    $ 11.29          **          **          **          **          **          **
  Number of Accum.
  Units Outstanding                659,663          **          **          **          **          **          **

LORD ABBETT
SERIES FUND, INC.
Growth and Income Sub-Account
  Beginning of Period              $ 21.31  $    16.64  $    16.42  $    14.50  $    12.73  $    10.15  $    10.06
  End of Period                    $ 25.09  $    21.31  $    16.64  $    16.42  $    14.50  $    12.73  $    10.15
  Number of Accum.
  Units Outstanding                11,732,301 8,947,108   6,875,139   4,994,582   2,560,999   1,426,577   1,041,342




<S>                                <C>
                                   For the period from
                                   December 11, 1989
                                   (Commencement of
                                   Operations)through
                                   December 31, 1989
                                   ____________________

COVA SERIES TRUST
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

Growth and Income Sub-Account
  Beginning of Period (5/1/92 -
  commencement of operations)                         *
  End of Period
  Number of Accum.
  Units Outstanding

Stock Index Sub-Account
  Beginning of Period                                 *
  End of Period
  Number of Accum.
  Units Outstanding

Select Equity Sub-Account
  Beginning of Period (4/1/96)                       **
  End of Period                                      **
  Number of Accum.
  Units Outstanding                                  **

Small Cap Stock Sub-Account
  Beginning of Period (4/1/96)                       **
  End of Period                                      **
  Number of Accum.
  Units Outstanding                                  **

International Equity Sub-Account
  Beginning of Period (4/1/96)                       **
  End of Period                                      **
  Number of Accum.
  Units Outstanding                                  **

Quality Bond Sub-Account
  Beginning of Period (4/1/96)                       **
  End of Period                                      **
  Number of Accum.
  Units Outstanding                                  **

Large Cap Stock Sub-Account
  Beginning of Period (5/1/96)                       **
  End of Period                                      **
  Number of Accum.
  Units Outstanding                                  **

Bond Debenture Sub-Account
  Beginning of Period (4/1/96)                       **
  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

<FN>
     * The Cova Series  Money  Market  Portfolio  commenced  regular  investment
operations  on July  1,  1991.  The  Stock  Index  Portfolio  commenced  regular
investment  operations  on  November  1,  1991,  and the VKAC  Growth and Income
Portfolio commenced regular investment operations on May 1, 1992.

     **  Beginning  of period  dates for the  Select  Equity,  Small Cap  Stock,
International  Equity,   Quality  Bond,  Large  Cap  Stock  and  Bond  Debenture
Sub-Accounts reflect the dates the shares of these Portfolios were first offered
for sale to the public.
</TABLE>



                                 THE 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. On June 1, 1995, the Company changed its name
to Cova Financial  Services Life  Insurance  Company.  The Company  presently is
licensed  to do  business in the  District  of  Columbia  and all states  except
California, Maine, New Hampshire, New York and Vermont.

General American is a St. Louis-based mutual company with more than $250 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.

                             THE VARIABLE ACCOUNT

The Board of  Directors  of the  Company  adopted a  resolution  to  establish a
segregated  asset  account  pursuant to Missouri  insurance  law on February 24,
1987.  This segregated  asset account has been designated Cova Variable  Annuity
Account  One (the  "Variable  Account").  The  Company  has caused the  Variable
Account to be registered  with the Securities and Exchange  Commission as a unit
investment  trust pursuant to the  provisions of the  Investment  Company Act of
1940.

The assets of the Variable Account are the property of the Company. However, the
assets  of the  Variable  Account,  equal to the  reserves  and  other  contract
liabilities  with  respect to the  Variable  Account,  are not  chargeable  with
liabilities  arising out of any other business the Company may conduct.  Income,
gains  and  losses,  whether  or not  realized,  are,  in  accordance  with  the
Contracts, credited to or charged against the Variable Account without regard to
other income, gains or losses of the Company. The Company's  obligations arising
under the Contracts are general obligations.

The Variable  Account  meets the  definition of a "separate  account"  under the
federal securities laws.

The  Variable  Account is  divided  into  Sub-Accounts,  with the assets of each
Sub-Account invested in one Portfolio of Cova Series Trust or Lord Abbett Series
Fund,  Inc. There is no assurance  that the  investment  objective of any of the
Portfolios will be met.  Contract  Owners bear the complete  investment risk for
purchase payments allocated to a Sub-Account.  Contract Values will fluctuate in
accordance  with  the  investment  performance  of the  Sub-Account(s)  to which
purchase  payments are allocated,  and in accordance  with the imposition of the
fees and charges assessed under the Contracts.

COVA  SERIES  TRUST

Cova Series Trust  ("Trust") has been  established  to act as one of the funding
vehicles for the Contracts offered. Prior to May 1, 1996, the Trust was known as
Van  Kampen  Merritt  Series  Trust.  The Trust is  managed  by Cova  Investment
Advisory  Corporation  ("Investment  Adviser"),  which  is an  affiliate  of the
Company.  The Investment  Adviser has retained  Sub-Advisers  to make investment
decisions  and to place  orders for the  Portfolios.  Prior to May 1, 1996,  Van
Kampen  American  Capital  Investment  Advisory  Corp.  served as the investment
adviser to the Trust. The Trust is an open-end  management  investment  company.
See the Trust  prospectus for a discussion of the investment  objectives and the
potential  risks  involved  in  investing  in the Trust  portfolios.  Additional
Prospectuses  and the  Statement of  Additional  Information  can be obtained by
calling or writing the  Company's  Marketing and  Executive  Office.  Purchasers
should read the Trust prospectus carefully before investing.

The following is a list of the available Portfolios and the Sub-Adviser for each
Portfolio:

Van  Kampen  American Capital Investment Advisory Corp. is the Sub-Adviser for
the  following  Portfolios:

     VKAC Growth  and  Income Portfolio
     Money  Market Portfolio
     Quality  Income Portfolio
     High  Yield Portfolio
     Stock  Index Portfolio

J.P.  Morgan  Investment  Management Inc. is the Sub-Adviser for 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  for  the  following  Portfolio:

     Bond  Debenture Portfolio

LORD  ABBETT  SERIES  FUND,  INC.

Lord Abbett Series Fund, Inc. ("Fund") has been established to act as one of the
funding vehicles for the Contracts offered.  The Fund is managed by Lord, Abbett
& Co.  ("Investment  Manager").  The Fund is a diversified  open-end  management
investment  company.  See the Fund prospectus for a discussion of the investment
objectives and the potential risks involved in investing in the Fund portfolios.
Additional  Prospectuses  and the  Statement of  Additional  Information  can be
obtained by calling or writing the Company's  Marketing  and  Executive  Office.
Purchasers should read the Fund prospectus carefully before investing.

The following Portfolio is available:

     Growth  and  Income

Additional  Portfolios  and/or  Eligible  Investments  may be made  available to
Contract Owners.

VOTING  RIGHTS

In accordance with its view of present applicable law, the Company will vote the
shares  of the Eligible Investments held in the  Variable  Account  at  special
meetings of the  shareholders  in  accordance  with  instructions  received from
persons  having the voting  interest in the Variable  Account.  The Company will
vote  shares  for  which it has not  received  instructions,  as well as  shares
attributable  to it, in the same  proportion as it votes shares for which it has
received instructions.  The Eligible Investments do not hold regular meetings of
shareholders.

The number of shares which a person has a right to vote will be determined as of
a date to be  chosen  by the  Company  prior to a  shareholder  meeting.  Voting
instructions  will be solicited by written  communication at least ten (10) days
prior to the meeting.

SUBSTITUTION  OF  SECURITIES

If the shares of the Eligible  Investments (or any Portfolio within the Eligible
Investment  or any  other  Eligible  Investment),  are no longer  available  for
investment  by the  Variable  Account  or, if in the  judgment  of the  Company,
further  investment  in the shares should  become  inappropriate  in view of the
purpose of the Contracts,  the Company may substitute shares of another Eligible
Investment (or Portfolio) for shares already purchased or to be purchased in the
future by purchase  payments under the Contracts.  No substitution of securities
may take place without prior approval of the Securities and Exchange  Commission
and under the requirements it may impose.


                            CHARGES AND DEDUCTIONS

Various  charges and deductions  are made from Contract  Values and the Variable
Account. These charges and deductions are:

DEDUCTION  FOR  WITHDRAWAL  CHARGE  (SALES  LOAD)

If all or a portion of the Contract Value (see  "Withdrawals")  is withdrawn,  a
Withdrawal Charge (sales load) will be calculated at the time of each withdrawal
and will be deducted from the Contract Value. This Charge reimburses the Company
for expenses incurred in connection with the promotion, sale and distribution of
the Contracts. The Withdrawal Charge is 5% of the purchase payment withdrawn.

After the first Contract Anniversary,  a Contract Owner may, not more frequently
than once annually on a  non-cumulative  basis,  make a withdrawal each Contract
Year of up to ten percent (10%) of the purchase payment free from the Withdrawal
Charge provided the Contract Value prior to the withdrawal exceeds $5,000.

Additionally,  the Contract  Owner may,  within  thirty (30) days  following the
fifth Contract Anniversary and every fifth Contract Anniversary thereafter, make
a withdrawal of all or a portion of the Contract  Value free from the Withdrawal
Charge.

For a partial  withdrawal,  the  Withdrawal  Charge  will be  deducted  from the
remaining  Withdrawal  Value, if sufficient;  otherwise it will be deducted from
the  amount  withdrawn.  The amount  deducted  from the  Contract  Value will be
determined by  subtracting  values from the General  Account  and/or  cancelling
Accumulation Units from each applicable  Sub-Account in the ratio that the value
of each Account  bears to the total  Contract  Value.  The  Contract  Owner must
specify in writing in advance which  Accumulation Units are to be cancelled from
each  Sub-Account  and/or  whether  values are to be  deducted  from the General
Account if other than the above method of cancellation is desired.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be  paid  commissions  up to an  amount  equal  to 5.5% of
purchase payments. During the initial period in which the Contracts are offered,
the Company may pay an additional  .5%  commission.  In addition,  under certain
circumstances,  the Company may pay certain  broker-dealers a persistency  bonus
which will take into account,  among other factors,  the length of time purchase
payments  have been held under the Contract and Contract  Values.  To the extent
that  the  Withdrawal  Charge  is  insufficient  to  cover  the  actual  cost of
distribution,  the  Company  may  use  any of its  corporate  assets,  including
potential  profit  which may arise from the  Mortality  and Expense Risk Premium
(see below), to provide for any difference.

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 a reduction of the Withdrawal Charge will be  determined  by the
Company after examination of all the relevant factors such as:

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

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

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

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

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

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

DEDUCTION  FOR  MORTALITY  AND  EXPENSE  RISK  PREMIUM

The Company  deducts on each Valuation  Date, both prior to the Annuity Date and
during the Annuity Period,  a Mortality and Expense Risk Premium which is equal,
on an  annual  basis,  to 1.25% of the daily  net  asset  value of the  Variable
Account.  The mortality  risks assumed by the Company 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.  The  expense  risk  assumed by the  Company is that all actual
expenses involved in administering the Contracts, including Contract maintenance
costs,  administrative  costs, mailing costs, data processing costs, legal fees,
accounting  fees,  filing  fees and the costs of other  services  may exceed the
amount  recovered from the Contract  Maintenance  Charge and the  Administrative
Expense Charge.

If the  Mortality and Expense Risk Premium is  insufficient  to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount deducted
proves more than  sufficient,  the excess will be a profit to the  Company.  The
Company expects a profit from this charge.

The  Mortality  and Expense Risk Premium is guaranteed by the Company and cannot
be increased.

DEDUCTION  FOR  ADMINISTRATIVE  EXPENSE  CHARGE

The Company  deducts on each Valuation  Date, both prior to the Annuity Date and
during the Annuity Period, an  Administrative  Expense Charge which is equal, on
an annual basis,  to .15% of the daily net asset value of the Variable  Account.
This charge,  together with the Contract  Maintenance  Charge (see below), is to
reimburse  the  Company  for the  expenses  it incurs in the  establishment  and
maintenance of the Contracts and the Variable  Account.  These expenses  include
but are not limited to:  preparation  of the  Contracts,  confirmations,  annual
reports and  statements,  maintenance of Contract Owner records,  maintenance of
Variable Account records,  administrative  personnel costs,  mailing costs, data
processing costs,  legal fees,  accounting fees, filing fees, the costs of other
services  necessary for Contract Owner servicing and all accounting,  valuation,
regulatory  and  reporting  requirements.  Since this  charge is an  asset-based
charge, the amount of the charge  attributable to a particular Contract may have
no relationship to the administrative  costs actually incurred by that Contract.
The  Company  does not intend to profit  from this  charge.  This charge will be
reduced  to the  extent  that the  amount  of this  charge  is in excess of that
necessary to reimburse the Company for its administrative expenses.  Should this
charge prove to be  insufficient,  the Company will not increase this charge and
will incur the loss.

DEDUCTION  FOR  CONTRACT  MAINTENANCE  CHARGE

The  Company  deducts  an  annual  Contract  Maintenance  Charge of $30 from the
Contract  Value on each Contract  Anniversary.  (In South  Carolina the Contract
Maintenance Charge is the lesser of $30 each Contract Year or 2% of the Contract
Value on the Contract  Anniversary.) This charge is to reimburse the Company for
its administrative  expenses. This charge is deducted by subtracting values from
the General Account and/or  cancelling  Accumulation  Units from each applicable
Sub-Account  in the  ratio  that the  value of each  Account  bears to the total
Contract Value. When the Contract is withdrawn for its full Withdrawal Value, on
other than the Contract  Anniversary,  the Contract  Maintenance  Charge will be
deducted  at the  time of  withdrawal.  If the  Annuity  Date is not a  Contract
Anniversary, a prorata portion of the annual Contract Maintenance Charge will be
deducted.  After the  Annuity  Date,  the  Contract  Maintenance  Charge will be
collected  on a monthly  basis and will  result in a reduction  of each  Annuity
Payment.  The Company has set this charge at a level so that, when considered in
conjunction  with  the   Administrative   Expense  Charge  (see  "Deduction  for
Administrative  Expense  Charge"), it will not make a profit from the
charges assessed for administration.

DEDUCTION  FOR  PREMIUM  TAXES

Premium  taxes or other taxes  payable to a state or other  governmental  entity
will be charged against the Contract Values. Some states assess premium taxes at
the time purchase  payments are made;  others  assess  premium taxes at the time
annuity  payments begin.  The Company  currently  intends to advance any premium
taxes due at the time purchase  payments are made and then deduct  premium taxes
from a Contract  Owner's  Contract  Value at the time annuity  payments begin or
upon  withdrawal  if the  Company  is unable to  obtain a refund.  The  Company,
however, reserves the right to deduct premium taxes when incurred. Premium taxes
generally range from 0% to 4%.

DEDUCTION  FOR  INCOME  TAXES

While the Company is not currently  maintaining  a provision for federal  income
taxes with respect to the Variable  Account,  the Company has reserved the right
to  establish  a  provision  for  income  taxes  if it  determines,  in its sole
discretion,  that  it will  incur  a tax as a  result  of the  operation  of the
Variable Account. The Company will deduct for any income taxes incurred by it as
a result of the  operation  of the Variable  Account  whether or not there was a
provision for taxes and whether or not it was sufficient.

DEDUCTION FOR EXPENSES OF THE ELIGIBLE INVESTMENTS

There are  other  deductions  from and  expenses  paid out of the  assets of the
Portfolios which are described in the accompanying prospectuses.

DEDUCTION  FOR  TRANSFER  FEE

Prior to the Annuity  Date,  a Contract  Owner may  transfer all or a part of an
Account  without the  imposition of any fee or charge if there have been no more
than 12 transfers made in the Contract Year. If more than 12 transfers have been
made in the  Contract  Year,  the Company  will deduct a transfer fee of $25 per
transfer or, if less,  2% of the amount  transferred.  If the Contract  Owner is
participating in the Dollar Cost Averaging  program  providing for the automatic
transfer of funds from the Money Market  Sub-Account  or the General  Account to
any  other  Sub-Account(s),  such  transfers  are  not  taken  into  account  in
determining any transfer fee. (See "Purchase Payments and Contract Value -Dollar
Cost Averaging".)

                                THE CONTRACTS
OWNERSHIP

The  Contract  Owner has all  rights  and may  receive  all  benefits  under the
Contract. Prior to the Annuity Date, the Contract Owner is the person designated
in the Application, unless changed. On and after the Annuity Date, the Annuitant
is the Contract Owner. On and after the death of the Annuitant,  the Beneficiary
is the Contract Owner.

The  Contract  Owner may  change  the  Contract  Owner at any time.  A change of
Contract  Owner will  automatically  revoke any prior  designation  of  Contract
Owner.  A request for change must be: (1) made in writing;  and (2)  received at
the Company. The change will become effective as of the date the written request
is signed.  A new  designation  of Contract  Owner will not apply to any payment
made or action taken by the Company prior to the time it was received.

ANNUITANT

The  Annuitant  is the  person on whose life  Annuity  Payments  are based.  The
Annuitant is the person designated in the Application, unless changed.

ASSIGNMENT

The Contract  Owner may, at any time during his or her  lifetime,  assign his or
her rights under the Contract.  The Company will not be bound by any  assignment
until written notice is received by the Company.  The Company is not responsible
for the  validity of any  assignment.  The Company  will not be liable as to any
payment  or  other  settlement  made  by  the  Company  before  receipt  of  the
assignment.

If the Contract is issued pursuant to a retirement plan which receives favorable
tax  treatment  under  the  provisions  of  Sections  401,  403(b) or 408 of the
Code, it may not be assigned,  pledged or otherwise transferred except as may be
allowed under applicable law.

BENEFICIARY

The Beneficiary is named in the Application,  unless changed, and is entitled to
receive the benefits to be paid at the death of the Contract Owner.

Unless the Contract Owner provides otherwise,  the Death Benefit will be paid in
equal shares or all to the survivor as follows:

     (1)  to the primary Beneficiaries who survive the Contract Owner's death;
or  if  there  are  none,

     (2)    to  the  contingent Beneficiaries who survive the Contract Owner's
death;  or  if  there  are  none,

     (3)    to  the  estate  of  the  Contract  Owner.

CHANGE  OF  BENEFICIARY

Subject to the rights of any  irrevocable  Beneficiary,  the Contract  Owner may
change the Beneficiary or contingent Beneficiary. A change may be made by filing
a written  request with the Company.  The change will take effect as of the date
the notice is signed.  The Company  will not be liable for any  payment  made or
action taken before it records the change.

TRANSFERS  OF  CONTRACT  VALUES  DURING  THE  ACCUMULATION  PERIOD

Prior to the Annuity  Date,  the  Contract  Owner may transfer all or part of an
Account  without the  imposition of any fee or charge if there have been no more
than 12 transfers made in the Contract Year. If more than 12 transfers have been
made in the  Contract  Year,  the  Company  will  deduct a transfer  fee. If the
Contract Owner is participating in the Dollar Cost Averaging  program  providing
for the  automatic  transfer of funds from the Money Market  Sub-Account  or the
General  Account to the  Variable  Account,  such  transfers  are not taken into
account in determining any transfer fee. (See "Charges and Deductions -Deduction
for  Transfer  Fee" and  "Purchase  Payments  and  Contract  Value - Dollar Cost
Averaging".) After the Annuity Date, the Contract Owner may make a transfer once
in each Contract Year. All transfers are subject to the following:

     (1) the  deduction  of any  transfer fee that may be imposed (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).  The transfer fee will be deducted
from the  Account  from  which the  transfer  is made.  However,  if the  entire
interest in the Account is being transferred,  the transfer fee will be deducted
from the amount which is transferred.

     (2) The minimum amount which may be transferred is the lesser of (i) $1000;
or (ii) the Contract Owner's entire interest in the Account.

     (3) Transfers will be effected  during the Valuation  Period next following
receipt by the  Company  of a written  transfer  request  (or by  telephone,  if
authorized)  containing all required  information.  However,  no transfer may be
made effective within seven (7) calendar days of the Annuity Date.

     (4) Any transfer  direction must clearly  specify the amount which is to be
transferred and the Accounts which are to be affected.

     (5) The Company  reserves the right at any time and without prior notice to
any party  including,  but not limited to, the  circumstances  described  in the
Suspension of Payments or Transfers provision,  to terminate,  suspend or modify
the transfer privileges described above.

A Contract  Owner may elect to make  transfers by telephone.  If there are joint
owners,  unless the Company is informed to the  contrary,  instructions  will be
accepted  from either one of the joint owners.  The Company will use  reasonable
procedures to confirm that  instructions  communicated by telephone are genuine.
If it does not, the Company may be liable for any losses due to  unauthorized or
fraudulent instructions. The Company tape records all telephone instructions.

DEATH  OF  THE  ANNUITANT

Upon death of the Annuitant  prior to the Annuity Date,  the Contract Owner must
designate a new Annuitant. If no designation is made within 30 days of the death
of the Annuitant, the Contract Owner will become the Annuitant.  However, if the
Contract  Owner is a  non-natural  person,  then  the  death  or  change  of the
Annuitant will be treated as the death of the Contract Owner. (See "Death of the
Contract Owner".)

Upon death of the Annuitant  after the Annuity Date, the Death Benefit,  if any,
will be as specified in the Annuity Option elected.

DEATH  OF  THE  CONTRACT  OWNER

Upon  death of the Contract Owner prior to the Annuity Date, the Death Benefit
will  be  paid  to the Beneficiary designated by the Contract Owner. The Death
Benefit  will  be  the  greater  of:

     (1)    the  purchase  payment  less  any  withdrawals  and any applicable
Withdrawal  Charge;  or

     (2)    the  Contract  Value;  or

     (3) the  Contract  Value on the fifth  Contract  Anniversary  or, if later,
every  fifth  Contract  Anniversary  thereafter  less  any  withdrawals  and any
applicable Withdrawal Charge made since the last fifth Contract Anniversary.

The Death  Benefit will be determined  and paid as of the Valuation  Period next
following  the date of receipt by the  Company of both due proof of death and an
election for a single sum payment or election  under an Annuity Option as of the
date of death.

If a single sum payment is requested, the proceeds will be paid within seven (7)
days of receipt  of proof of death and the  election.  Payment  under an Annuity
Option may be elected  during the sixty-day  period  beginning  with the date of
receipt  of  proof  of  death  or a  single  sum  payment  will  be  made to the
Beneficiary at the end of the sixty-day period.

The entire Death Benefit must be paid within five (5) years of the date of death
unless:

     (1) the Beneficiary is the spouse of the Contract Owner, in which event the
Beneficiary  will  become the  Contract  Owner and may elect  that the  Contract
remain in effect; or

     (2) the Beneficiary is not the spouse of the Contract Owner, in which event
the Death  Benefit is payable  under an Annuity  Option over the lifetime of the
Beneficiary beginning within one year of the date of death.

The Contract can be held by joint owners.  Any joint owner must be the spouse of
the other owner. Upon the death of either joint owner, the surviving spouse will
be  the  designated  Beneficiary.   Any  other  Beneficiary  designated  in  the
Application  or  as  subsequently  changed  will  be  treated  as  a  contingent
Beneficiary unless otherwise indicated.

                              ANNUITY PROVISIONS

ANNUITY  DATE  AND  ANNUITY  OPTION

The Contract Owner selects an Annuity Date and Annuity Option at the time of the
Application.  The Annuity Date must always be the first day of a calendar  month
and must be at least one month after the Issue Date. The Annuity Date may not be
later than the first day of the first calendar month  following the  Annuitant's
85th  birthday.  If no  Annuity  Option  is  elected,  Option  2 with  10  years
guaranteed will automatically be applied.

CHANGE  IN  ANNUITY  DATE  AND  ANNUITY  OPTION

Prior to the Annuity  Date,  the Contract  Owner may,  upon at least thirty (30)
days prior written  notice to the Company,  change the Annuity Date. The Annuity
Date must always be the first day of a calendar month.  The Annuity Date may not
be  later  than  the  first  day of  the  first  calendar  month  following  the
Annuitant's 85th birthday.

The Contract  Owner may, upon at least thirty (30) days prior written  notice to
the Company, at any time prior to the Annuity Date, change the Annuity Option.

ALLOCATION  OF  ANNUITY  PAYMENTS

If all of the Contract Value on the seventh calendar day before the Annuity Date
is  allocated  to the  General  Account,  the  annuity  will  be paid as a Fixed
Annuity.  If all of the Contract Value on that date is allocated to the Variable
Account,  the annuity will be paid as a Variable Annuity.  If the Contract Value
on that date is allocated to both the General Account and the Variable  Account,
the  Annuity  will be paid as a  combination  of a Fixed  Annuity and a Variable
Annuity to reflect the allocation between the Accounts.

TRANSFERS  DURING  THE  ANNUITY  PERIOD

During the Annuity  Period,  payees under the Contract may transfer,  by written
request, Contract Values among the Accounts subject to the following:

     (1) the Contract  Owner may make a transfer once each Contract Year between
Sub-Accounts of the Variable Account.

     (2) During the Annuity  Period,  the payee(s) may, by written notice to the
Company,  convert  Variable  Annuity  Payments to Fixed  Annuity  Payments.  The
payee(s) may not convert Fixed Annuity  Payments to Variable  Annuity  Payments.
The amount  converted to Fixed Annuity Payments from a Sub-Account is subject to
certain procedures set out in the General Account provisions.

ANNUITY  OPTIONS

The actual dollar amount of Variable  Annuity Payments is dependent upon (i) the
Contract  Value on the Annuity  Date,  (ii) the annuity  table  specified in the
Contract, (iii) the Annuity Option selected, and (iv) the investment performance
of the Sub-Account selected.

The annuity  tables  contained in the Contract are based on a three percent (3%)
assumed investment rate. If the actual net investment rate exceeds three percent
(3%),  Annuity  Payments will increase.  Conversely,  if the actual rate is less
than three percent (3%),  Annuity  Payments will  decrease.  If a higher assumed
investment  rate was used, the initial  payment would be higher,  but the actual
net  investment  rate would have to be higher in order for  Annuity  Payments to
increase.

Variable  Annuity  Payments  will  reflect  the  investment  performance  of the
Variable  Account in accordance with the allocation of the Contract Value to the
Sub-Account(s) on the Annuity Date.  Thereafter, allocations  may not be changed
except as provided in  Transfers  During the Annuity  Period,  above.  The total
dollar amount of each Annuity Payment is the sum of the Variable Annuity Payment
and the Fixed Annuity Payment reduced by the Contract Maintenance Charge (except
in  Oregon  where the Fixed  Annuity  Payment  is not  reduced  by the  Contract
Maintenance Charge).

The amount  payable  under the Contract  may be made under one of the  following
options or any other option acceptable to the Company:

     OPTION  1.  LIFE  ANNUITY.  An annuity payable  monthly during the lifetime
of the Annuitant.  Payments cease at the death of the Annuitant.

     OPTION  2.  LIFE  ANNUITY  WITH 5, 10 OR 20 YEARS  GUARANTEED.  An  annuity
payable monthly during the lifetime of the Annuitant with the guarantee that, if
at the  death of the  Annuitant,  payments  have  been  made  for less  than the
selected  guaranteed  period,  payments will be continued to the Beneficiary for
the  remainder of the  guaranteed  period.  If the  Beneficiary  does not desire
payments to continue for the remainder of the guaranteed  period,  he or she may
elect to have the present value of the guaranteed Annuity Payments remaining, as
of the date notice of death is received by the Company,  commuted at the assumed
investment rate.

     OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  An annuity  payable  monthly
during the joint lifetime of the Annuitant and another  person.  At the death of
either Payee,  Annuity  Payments will continue to be made to the survivor Payee.
The  survivor's  Annuity  Payments  will be equal to 100%, 66 2/3% or 50% of the
amount payable during the joint lifetime, as chosen.

FREQUENCY  AND  AMOUNT  OF  ANNUITY  PAYMENTS

Annuity  Payments  will be paid as  monthly  installments.  However,  if the net
amount  available to apply under any Annuity  Option is less than $5,000 ($2,000
in Massachusetts and Texas),  the Company has the right to pay the amount in one
single lump sum. In addition,  if the  payments  provided for would be or become
less than $100 ($20 in Texas), the Company has the right to change the frequency
of payments to provide payments of at least $100 ($20 in Texas).

                     PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE  PAYMENTS

The Contracts are purchased  under a single  purchase  payment plan.  The single
purchase  payment  is due on the Issue Date and must be at least  $5,000.  Prior
Company  approval  must be  obtained  for any  purchase  payment  in  excess of
$1,000,000.  The  Company  reserves  the right to  decline  any  Application  or
purchase payment.

ALLOCATION  OF  PURCHASE  PAYMENT

The purchase payment is  allocated  to  the  General   Account  or  appropriate
Sub-Account(s) within the Variable Account as elected by the Contract Owner. For
each Sub-Account, the purchase payment is converted into Accumulation Units. The
number of Accumulation  Units credited to the Contract is determined by dividing
the  purchase  payment  allocated  to  the  Sub-Account  by  the  value  of  the
Accumulation  Unit  for the  Sub-Account. A purchase payment  allocated  to the
General Account is credited in dollars.

For the single  purchase  payment,  if the Application for a Contract is in good
order,  the Company will apply the purchase  payment to the Variable Account and
credit the Contract with  Accumulation  Units and/or to the General  Account and
credit the Contract  with dollars  within two business  days of receipt.  If the
Application for a Contract is not in good order, the Company will attempt to get
it in good order or the Company  will return the  Application  and the  purchase
payment  within five (5) business  days.  The Company will not retain a purchase
payment for more than five (5)  business  days while  processing  an  incomplete
Application unless it has been so authorized by the purchaser.

DOLLAR  COST  AVERAGING

Dollar Cost Averaging is a program which,  if elected,  permits a Contract Owner
to systematically  transfer each month amounts from the Money Market Sub-Account
or the  General  Account  to any  Sub-Account(s).  By  allocating  amounts  on a
regularly  scheduled  basis as opposed  to  allocating  the total  amount at one
particular  time,  a  Contract  Owner may be less  susceptible  to the impact of
market  fluctuations.  The minimum  amount which may be  transferred  is $500. A
Contract  Owner  must have a minimum  of $6,000 of  Contract  Value in the Money
Market  Sub-Account or the General  Account,  or the amount required to complete
the Contract Owner's designated  program,  in order to participate in the Dollar
Cost Averaging program.

All Dollar Cost  Averaging  transfers will be made on the 15th of each month (or
the next  Valuation Date if the 15th of the month is not a Valuation  Date).  If
the Contract Owner is participating in the Dollar Cost Averaging  program,  such
transfers  are not taken into account in  determining  any transfer  fee.  Under
certain  circumstances,  there may be  restrictions  with  respect to a Contract
Owner's ability to participate in the Dollar Cost Averaging program.

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 the Company.  The Contracts are offered on a continuous
basis.

CONTRACT  VALUE

The value of the Contract is the sum of the values for each  Sub-Account and the
value in the General  Account.  The value of each  Sub-Account  is determined by
multiplying the number of Accumulation  Units attributable to the Sub-Account by
the value of an Accumulation Unit for the Sub-Account.

ACCUMULATION  UNIT

Purchase payments  allocated to the Variable Account and amounts  transferred to
or within the Variable Account are converted into  Accumulation  Units.  This is
done by dividing each purchase payment by the value of an Accumulation  Unit for
the  Valuation  Period  during  which the  purchase  payment is allocated to the
Variable Account or the transfer is made. The  Accumulation  Unit value for each
Sub-Account was arbitrarily  set initially at $10. The  Accumulation  Unit value
for any later  Valuation  Period is determined by  subtracting  (b) from (a) and
dividing the result by (c) where:

     (a)    is  the  net  result  of

          (1) the assets of the  Sub-Account;  i.e., the aggregate  value of the
underlying  Eligible Investment shares held at the end of such Valuation Period,
plus or minus

          (2) the  cumulative  charge or  credit  for  taxes  reserved  which is
determined   by  the  Company  to  have  resulted  from  the  operation  of  the
Sub-Account;

     (b) is the  cumulative  unpaid  charge for the  Mortality  and Expense Risk
Premium  and  for  the  Administrative  Expense  Charge  (see  "Charges  and 
Deductions"); and

     (c)    is the number of Accumulation Units outstanding at the end of such
Valuation  Period.

The  Accumulation  Unit value may increase or decrease from Valuation  Period to
Valuation Period.

                                 WITHDRAWALS

While the Contract is in force and before the Annuity  Date,  the Company  will,
upon written request to the Company by the Contract Owner,  allow the withdrawal
of all or a portion of the Contract for its Withdrawal  Value.  Withdrawals will
result  in  the   cancellation  of  Accumulation   Units  from  each  applicable
Sub-Account of the Variable  Account or a reduction in the General Account Value
in the ratio that the  Sub-Account  Value and/or the General Account Value bears
to the total  Contract  Value.  The  Contract  Owner must  specify in writing in
advance  which  units are to be  cancelled  or values are to be reduced if other
than the above mentioned method of cancellation is desired. The Company will pay
the  amount of any  withdrawal  within  seven (7) days of  receipt of a request,
unless the  Suspension  of Payments  or  Transfers  provision  is in effect (see
"Suspension of Payments or Transfers").

The  Withdrawal  Value is the  Contract  Value  for the  Valuation  Period  next
following the Valuation  Period during which a written request for withdrawal is
received at the Company reduced by the sum of:

     (1)    any  applicable  taxes  not  previously  deducted;

     (2)    any  applicable  Contract  Maintenance  Charge;  and

     (3)    any  applicable  Withdrawal  Charge.

Each partial  withdrawal must be for an amount which is not less than $1,000 or,
if smaller,  the remaining  value in the  Sub-Account  or General  Account.  The
remaining  value in each  Sub-Account  or General  Account  from which a partial
withdrawal is requested must be at least $1,000 after the partial  withdrawal is
completed.

Certain tax withdrawal  penalties and restrictions may apply to withdrawals from
Contracts. (See "Tax Status".) For Contracts purchased in connection with 403(b)
plans,  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 Contract 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 Contract
Owner's Contract Value which represents contributions made by the Contract 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  rollovers  or transfers
between certain  Qualified  Plans.  Contract Owners should consult their own tax
counsel or other tax adviser regarding any distributions.

TEXAS  OPTIONAL  RETIREMENT  PROGRAM

A Contract  issued to a participant  in the Texas  Optional  Retirement  Program
("ORP") will contain an ORP endorsement that will amend the Contract as follows:
A) If for any reason a second year of ORP  participation is not begun, the total
amount of the State of Texas'  first-year  contribution  will be returned to the
appropriate  institute of higher education upon its request. B) No benefits will
be  payable,  through  surrender  of  the  Contract  or  otherwise,   until  the
participant  dies,  accepts  retirement,  terminates  employment  in  all  Texas
institutions of higher education or attains the age of 70 1/2.  The value of the
Contract may, however,  be transferred to other contracts or carriers during the
period of ORP  participation.  A participant  in the ORP is required to obtain a
certificate of termination from the participant's employer before the value of a
Contract can be withdrawn.

SUSPENSION  OF  PAYMENTS  OR  TRANSFERS

The Company  reserves  the right to suspend or postpone  payments 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 securities held in
the  Variable  Account is not  reasonably  practicable  or it is not  reasonably
practicable to determine the value of the Variable Account's net assets; or

     (4) during any other period when the Securities and Exchange Commission, by
order,  so  permits  for  the  protection  of  Contract  Owners;  provided  that
applicable rules and regulations of the Securities and Exchange  Commission will
govern as to whether the conditions described in (2) and (3) exist.

The Company  reserves the right to defer  payment for a  withdrawal  or transfer
from the General  Account for the period  permitted by law but not for more than
six months after written election is received by the Company.

                           PERFORMANCE INFORMATION

MONEY  MARKET  PORTFOLIO

From time to time,  the Money Market  Sub-Account  of the  Variable  Account may
advertise  its  yield and  effective  yield.  Both  yield  figures  are based on
historical  earnings and are not intended to indicate  future  performance.  The
yield of the Money Market Sub-Account refers to the income generated by Contract
Values in the Money Market  Sub-Account  over a seven-day  period  (which period
will be stated in the  advertisement).  This income is annualized.  That is, the
amount of income  generated by the investment  during that week is assumed to be
generated  each week over a 52-week  period and is shown as a percentage  of the
Contract  Values  in the  Money  Market  Sub-Account.  The  effective  yield  is
calculated similarly.  However,  when annualized,  the income earned by Contract
Values is assumed to be  reinvested.  This results in the effective  yield being
slightly higher than the yield because of the compounding  effect of the assumed
reinvestment.  The yield  figure will reflect the  deduction of any  asset-based
charges and any applicable Contract Maintenance Charge, but 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.

OTHER  PORTFOLIOS

From time to time,  the Company may advertise  performance  data for the various
other Portfolios under the Contract.  Such data will show the percentage  change
in the value of an  Accumulation  Unit based on the  performance  of a Portfolio
medium 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.  This percentage  figure will reflect the deduction
of any asset-based charges and any applicable Contract Maintenance Charges under
the Contracts,  but 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.

Any  advertisement  will  also  include  average  annual  total  return  figures
calculated as described in the Statement of  Additional  Information.  The total
return  figures  reflect the deduction of any  applicable  Contract  Maintenance
Charges and Withdrawal Charges, as well as any asset-based charges and the
expenses of the Portfolio.

The Company may make  available  yield  information  with respect to some of the
Portfolios.  Such yield  information  will be  calculated  as  described  in the
Statement of  Additional  Information.  The yield  information  will reflect the
deduction  of  any  applicable  Contract  Maintenance  Charge  as  well  as  any
asset-based charges.

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 Portfolios  against
established  market  indices such as the Standard & Poor's 500  Composite  Stock
Index, the Dow Jones Industrial Average or other management investment companies
which have investment  objectives  similar to the 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.

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

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.

                                  TAX STATUS

GENERAL

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING  OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE  TREATED AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN  SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

Section 72 of the Code  governs  taxation of  annuities  in general.  A Contract
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  certain  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. Contract 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  Variable  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 imposition of federal income tax
to the Contract  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 consists 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 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 Contract Owner control
of the  investment of the Variable  Account will cause the Contract  Owner to be
treated as the owner of the assets of the Variable 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 Contract  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 Contract  Owner's  ability to transfer
among investment choices or the number and type of investment choices available,
would cause the Contract  Owner to be  considered  as the owner of the assets of
the Variable  Account  resulting in the  imposition of federal income tax to the
Contract  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 Contract Owners being
retroactively determined to be the owners of the assets of the Variable 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.

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 Contract Owner if the Contract 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 agent for a natural person nor to Contracts held by Qualified
Plans.  Purchasers  should  consult their own tax counsel or tax adviser  before
purchasing a Contract to be owned by a non-natural person.

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.  Contract Owners should consult a tax adviser prior to
purchasing more than one non-qualified annuity contract in any calendar year.

TAX  TREATMENT  OF  ASSIGNMENTS

An assignment or pledge of a Contract may be a taxable  event.  Contract  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 Contract 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 Contract 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; 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
Contract  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".)

QUALIFIED  PLANS

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

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

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".)  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".) 
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".) 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".)
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 Contract  Owner or Annuitant (as  applicable)  reaches age 59 1/2; (b)
distributions  following  the  death  or  disability  of the  Contract  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 Contract  Owner or Annuitant
(as applicable) or the joint lives (or joint life expectancies) of such Contract
Owner or Annuitant (as  applicable) and his or her designated  Beneficiary;  (d)
distributions to a Contract Owner or Annuitant (as applicable) who has separated
from  service  after  he has  attained  age 55;  (e)  distributions  made to the
Contract 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
Contract 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; and (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  Contract  Owner or  Annuitant  (as
applicable)  and his or her  spouse  and  dependents  if the  Contract  Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks. This exception will no longer apply after the Contract Owner or Annuitant
(as applicable) has been re-employed for at least 60 days. 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  maximum
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 Contract 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 Contract  Owner's
Contract  Value which  represents  contributions  made by the Contract 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  rollovers and transfers between certain  Qualified
Plans. Contract Owners should consult their own tax counsel or other tax adviser
regarding any distributions.

                             FINANCIAL STATEMENTS

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

                              LEGAL PROCEEDINGS

There are no material pending legal  proceedings to which the Variable  Account,
the Distributor or the Company is a party.


         TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

                                                                         PAGE

Company                                                                      3
Experts                                                                      3
Legal  Opinions                                                              3
Distributor                                                                  3
Yield  Calculation  For Money Market Sub-Account                             3
Performance  Information                                                     4
Annuity  Provisions                                                          5
     Variable  Annuity                                                       5
     Fixed  Annuity                                                          6
     Annuity  Unit                                                           6
     Net  Investment  Factor                                                 6
     Mortality  and  Expense Guarantee                                       6
Financial  Statements                                                        6



                       STATEMENT OF ADDITIONAL INFORMATION

                 INDIVIDUAL SINGLE PURCHASE PAYMENT DEFERRED
                           VARIABLE ANNUITY CONTRACTS

                                    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 MAY 1, 1997, FOR THE INDIVIDUAL
SINGLE PURCHASE PAYMENT DEFERRED  VARIABLE ANNUITY  CONTRACTS WHICH ARE REFERRED
TO 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-LIFE.

       THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1997.




                                TABLE OF CONTENTS

                                                                            PAGE

Company................................................................      3

Experts................................................................      3

Legal  Opinion..........................................................     3

Distributor............................................................      3

Yield  Calculation  for  Money Market Sub-Account.........................   3

Performance  Information................................................     4

Annuity  Provisions.....................................................     5
  Variable  Annuity.....................................................     5
  Fixed  Annuity........................................................     6
  Annuity  Unit.........................................................     6
  Net  Investment  Factor................................................    6
  Mortality  and  Expense  Guarantee......................................   6

Financial  Statements...................................................     6


                                     COMPANY

Information  regarding  Cova  Financial  Services  Life  Insurance  Company (the
"Company")  and its ownership is contained in the  Prospectus.  On June 1, 1995,
the  Company  changed  its name from Xerox  Financial  Services  Life  Insurance
Company to its present name.

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 December 31, 1996,
the  capital  contributed  to  the  Quality  Bond  Sub-Account  by  the  Company
represented  approximately  36% of the total assets of such  Sub-Account and the
capital   contributed  to  the  Large  Cap  Stock  Sub-Account  by  the  Company
represented  approximately  75% 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 and contract  owners' equity of the Separate  Account as of December
31, 1996 and the related  combined  statement  of  operations  for the year then
ended and the statement of change 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.

                                   DISTRIBUTOR

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.

                YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT

The Money Market  Sub-Account of the Variable Account will calculate its current
yield  based upon the seven days ended on the date of  calculation.  The current
yield of the Money Market  Sub-Account is computed by determining the net change
(exclusive  of  capital  changes)  in the value of a  hypothetical  pre-existing
Contract  Owner  account  having  a  balance  of one  Accumulation  Unit  of the
Sub-Account  at the  beginning  of the period,  subtracting  the  Mortality  and
Expense  Risk  Premium,  the  Administrative  Expense  Charge  and the  Contract
Maintenance  Charge,  dividing the difference by the value of the account at the
beginning  of the same period to obtain the base period  return and  multiplying
the result by (365/7).

The Money Market Sub-Account  computes its effective compound yield according to
the method prescribed by the Securities and Exchange  Commission.  The effective
yield  reflects  the  reinvestment  of net income  earned  daily on Money Market
Sub-Account assets.

Net  investment  income for yield  quotation  purposes  will not include  either
realized capital gains and losses or unrealized  appreciation and  depreciation,
whether  reinvested  or not.  The Company  does not  currently  advertise  yield
information for the Money Market Sub-Account.

The yields quoted should not be considered a representation  of the yield of the
Money  Market  Sub-Account  in the future  since the yield is not fixed.  Actual
yields  will  depend  not  only  on the  type,  quality  and  maturities  of the
investments  held by the Money  Market  Sub-Account  and changes in the interest
rates on such investments, but also on changes in the Money Market Sub-Account's
expenses during the period.

Yield information may be useful in reviewing the performance of the Money Market
Sub-Account  and for  providing  a basis for  comparison  with other  investment
alternatives.  However, the Money Market Sub-Account's yield fluctuates,  unlike
bank  deposits  or other  investments  which  typically  pay a fixed yield for a
stated period of time. The yield  information  does not reflect the deduction of
any applicable Withdrawal Charge at the time of the surrender. (See "Charges and
Deductions - Deduction for Withdrawal Charge (Sales Load)" in the Prospectus.)

                             PERFORMANCE INFORMATION

From time to time,  the Company may advertise  performance  data as described in
the Prospectus. Any such advertisement will include total return figures for the
time periods  indicated  in the  advertisement.  Such total return  figures will
reflect the  deduction of a 1.25%  Mortality  and Expense Risk  Premium,  a .15%
Administrative  Expense Charge, the investment advisory fee and expenses for the
underlying  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 Charge  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
Where:

     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.

In addition to total return data,  the Company may include yield  information in
its   advertisements.   For  each  Sub-Account  (other  than  the  Money  Market
Sub-Account)  for which the Company will advertise  yield,  it will show a yield
quotation  based on a 30 day (or one month) period ended on the date of the most
recent  balance  sheet of the  Separate  Account  included  in the  registration
statement,  computed by dividing the net investment income per Accumulation Unit
earned during the period by the maximum  offering price per Unit on the last day
of the period, according to the following formula:

                                                  6
                                           a - b
                             Yield  =  2[(_______ + 1) - 1]
                                            cd
     Where:

          a    = Net investment income earned during the period by the 
                 Portfolio attributable to shares owned by the Sub-Account.

          b    = Expenses  accrued  for the period (net of reimbursements).

          c    = The average daily number of Accumulation  Units outstanding
                 during the period.

          d    = The maximum offering price per Accumulation Unit on the last
                 day  of  the  period.

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.

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

                               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  Sub-Account(s) of the Variable Account.  At the Annuity Date,
the Contract Value in each Sub-Account 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
Sub-Account  Variable  Annuity  Payments  reduced  by the  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  Sub-Account was arbitrarily set initially
at $10. This was done when the first Eligible  Investment shares were purchased.
The Sub-Account Annuity Unit value at the end of any subsequent Valuation Period
is  determined  by  multiplying  the  Sub-Account  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  Sub-Account  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

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






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