COVA VARIABLE ANNUITY ACCOUNT ONE, 497, 1998-03-09

COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1998-03-09

Previous: EASTERN ENVIRONMENTAL SERVICES INC, S-3/A, 1998-03-09

Next: COACHMAN INC, 8-K, 1998-03-09

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
COVA VARIABLE ANNUITY ACCOUNT ONE

SUPPLEMENT DATED DECEMBER 30, 1997
TO PROSPECTUS DATED DECEMBER 30, 1997

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

GROWTH AND INCOME PORTFOLIO SUBSTITUTION
The purpose of this supplement is to notify you of a proposal to substitute
shares of the Lord Abbett Growth and Income Portfolio of Cova Series Trust
("Cova Trust") for shares of the Growth and Income Portfolio of Lord Abbett
Series Fund, Inc. ("Lord Abbett Fund") held by Variable Account One to fund
certain single purchase payment and flexible purchase payment variable annuity
contracts ("Contracts") issued by Cova Life.

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

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

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

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

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

CUSTOMER SERVICE: (800) 343-8496
ISSUED BY: COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
DISTRIBUTED BY: COVA LIFE SALES COMPANY
ONE TOWER LANE, SUITE 3000
OAKBROOK TERRACE, ILLINOIS 60181-4644

COVA SERIES TRUST
SUPPLEMENT DATED NOVEMBER 3, 1997
TO PROSPECTUS DATED MAY 1, 1997, AS AMENDED
SEPTEMBER 8, 1997

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

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

CL-3068 (2/98)

Cova Financial Services Life Insurance Company
December 30, 1997

PROFILE

of the Fixed and Variable Annuity Contract

This Profile is a summary of some of the more important points that you should
consider and know before purchasing the Contract. The Contract is more fully
described in the prospectus which accompanies this Profile. Please read the
prospectus carefully.

1. THE ANNUITY CONTRACT The fixed and variable annuity contract offered by Cova
is a contract between you, the owner, and Cova, an insurance company. The
Contract provides a means for investing on a tax-deferred basis in a fixed
account of Cova and 25 investment portfolios. The Contract is intended for
retirement savings or other long-term investment purposes and provides for a
death benefit and guaranteed income options.

The fixed account offers an interest rate that is guaranteed by the
insurance company, Cova. While your money is in the fixed account, the interest
your money will earn as well as your principal is guaranteed by Cova.

This Contract also offers 25 investment portfolios which are listed in
Section 4. These portfolios are designed to offer a better return than the fixed
account. However, this is NOT guaranteed. You can also lose your money.

You can put money into any or all of the investment portfolios (except as
noted) and the fixed account. You can transfer between accounts up to 12 times a
year without charge or tax implications. After 12 transfers, the charge is $25
or 2% of the amount transferred, whichever is less.

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

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

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

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

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

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

Managed by J.P. Morgan
Investment Management Inc.
Select Equity
Small Cap Stock
Large Cap Stock
International Equity
Quality Bond

Managed by Lord, Abbett & Co.
Bond Debenture
Growth and Income
Mid-Cap Value
Large Cap Research
Developing Growth

Managed by Conning Asset
Management Company
(formerly General American
Investment Management Company)
Money Market

Managed by A I M Advisors, Inc.
AIM V.I. Capital
Appreciation
AIM V.I. International
Equity
AIM V.I. Value

Managed by Fidelity Management & Research Company
VIP III Growth
Opportunities
VIP Growth
VIP III Growth & Income
VIP Equity-Income
VIP II Contrafund
(VIP, VIP II and VIP III
refer to Variable Insurance
Products Fund, Variable
Insurance Products
Fund II and Variable
Insurance Products
Fund III, respectively)

Managed by Massachusetts
Financial Services Company
MFS Emerging Growth
MFS Research
MFS Growth With Income
MFS High Income
MFS World Governments
MFS/Foreign & Colonial
Emerging Markets Equity

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

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

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

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

There are also investment charges which currently range from .205% to 1.50%
of the average daily value of the investment portfolio depending upon the
investment portfolio.

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

The premium tax is assumed to be 0% in both examples.

<TABLE>
<CAPTION>
Examples:
Total Annual
Total Annual Total Annual Total Expenses At End of :
Insurance Portfolio Annual (1) (2)
Portfolio Charges Expenses Expenses 1 Year 10 Years
- ---------------------------------------------------------------------------------------------------------------------------
Managed by J.P. Morgan Investment Management Inc.
<S> <C> <C> <C> <C> <C>
Select Equity 1.50% 0.85% 2.35% $73.80 $266.24
Small Cap Stock 1.50% 0.95% 2.45% $74.80 $276.23
Large Cap Stock 1.50% 0.75% 2.25% $72.80 $256.13
International Equity 1.50% 0.95% 2.45% $74.80 $276.23
Quality Bond 1.50% 0.65% 2.15% $71.79 $245.92
- ---------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.

Bond Debenture 1.50% 0.85% 2.35% $73.80 $266.24
Growth and Income 1.50% 0.59% 2.09% $71.19 $239.74
Mid-Cap Value 1.50% 1.10% 2.60% $76.30 $291.02
Large Cap Research 1.50% 1.10% 2.60% $76.30 $291.02
Developing Growth 1.50% 1.00% 2.50% $75.30 $281.19
- ---------------------------------------------------------------------------------------------------------------------------
Managed by Conning Asset Management Company

Money Market 1.50% 0.205% 1.705% $67.31 $199.08
- ---------------------------------------------------------------------------------------------------------------------------
Managed by Fidelity Management & Research Company

VIP III Growth Opportunities1.50% 0.77% 2.27% $73.00 $258.16
VIP Growth 1.50% 0.69% 2.19% $72.19 $250.02
VIP III Growth & Income 1.50% 1.00% 2.50% $75.30 $281.19
VIP Equity-Income 1.50% 0.58% 2.08% $71.09 $238.70
VIP II Contrafund 1.50% 0.74% 2.24% $72.69 $255.12
- ---------------------------------------------------------------------------------------------------------------------------
Managed by A I M Advisors, Inc.

AIM V.I. Capital
Appreciation 1.50% 0.73% 2.23% $72.59 $254.10
AIM V.I. International
Equity 1.50% 0.96% 2.46% $74.90 $277.23
AIM V.I. Value 1.50% 0.73% 2.23% $72.59 $254.10
- ---------------------------------------------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company

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

For the newly formed Portfolios the expenses have been estimated. The expenses
reflect any expense reimbursement or fee waiver. For more detailed information,
see the Fee Table in the prospectus for the Contract.

6. TAXES Your earnings are not taxed until you take them out. If you take money
out during the accumulation phase, earnings come out first and are taxed as
income. If you are younger than 59 1/2 when you take money out, you may be
charged a 10% federal tax penalty on the earnings. Payments during the income
phase are considered partly a return of your original investment. That part of
each payment is not taxable as income.

7. ACCESS TO YOUR MONEY You can take money out at any time during the
accumulation phase. After the first year, you can take up to 10% of your total
purchase payments each year without charge from Cova. Withdrawals in excess of
that will be charged 5% of each payment you take out. Each purchase payment you
add to your Contract has its own 5 year withdrawal charge period. After Cova has
had a payment for 5 years, there is no charge for withdrawing that payment. Of
course, you may also have to pay income tax and a tax penalty on any money you
take out.

8. PERFORMANCE The value of the Contract will vary up or down depending upon the
investment performance of the Portfolio(s) you choose. The following chart shows
total returns for the Growth and Income Portfolio of Lord Abbett Series Fund,
Inc. for the time periods shown. These numbers reflect the insurance charges,
the contract maintenance charge, the investment expenses and all other expenses
of the investment portfolio. These numbers do not reflect any withdrawal charges
which if applied would reduce such performance. Past performance is not a
guarantee of future results. Performance is not shown for any of the other
Portfolios because the Separate Account was not invested in the other Portfolios
for a complete calendar year as of December 31, 1996.

<TABLE>
<CAPTION>
Calendar Year

Portfolio 1996 1995 1994 1993 1992 1991 1990
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Growth and Income 16.23% 26.73% 0.26% 12.28% 12.69% 24.23% 0.74%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

[] You can arrange to have money automatically sent to you each month while
your Contract is still in the accumulation phase. Of course, you'll have to pay
taxes on money you receive. We call this feature the Systematic Withdrawal
Program.

[] You can arrange to have a regular amount of money automatically invested in
investment portfolios each month, theoretically giving you a lower average cost
per unit over time than a single one time purchase. We call this feature Dollar
Cost Averaging.

[] You can arrange to automatically readjust the money between investment
portfolios periodically to keep the blend you select. We call this feature
Automatic Rebalancing.

[] Under certain circumstances, Cova will give you your money without a
withdrawal charge if you need it while you're in a nursing home. We call this
feature the Nursing Home Waiver.

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

11. INQUIRIES

If you need more information, please contact us at:

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

The Fixed
And Variable Annuity

issued by

COVA VARIABLE ANNUITY
ACCOUNT ONE

and

COVA FINANCIAL SERVICES
LIFE INSURANCE COMPANY

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

The annuity contract has 26 investment choices a fixed account which offers an
interest rate which is guaranteed by Cova, and 25 investment portfolios listed
below. The 25 investment portfolios are part of Cova Series Trust, Lord Abbett
Series Fund, Inc., General American Capital Company, Variable Insurance Products
Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III,
AIM Variable Insurance Funds, Inc., and MFS Variable Insurance Trust. You can
put your money in the fixed account and/or any of these investment portfolios
(except as noted).

Cova Series Trust:
Managed by J.P. Morgan
Investment Management Inc.
Select Equity
Small Cap Stock
International Equity
Quality Bond
Large Cap Stock

Managed by Lord, Abbett & Co.
Bond Debenture
Mid-Cap Value
Large Cap Research
Developing Growth

Lord Abbett Series Fund, Inc.:
Managed by Lord, Abbett & Co.
Growth and Income

General American Capital Company:
Managed by Conning Asset
Management Company
Money Market

Variable Insurance Products Fund:

Managed by Fidelity Management
& Research Company
VIP Growth
VIP Equity-Income

Variable Insurance Products Fund II:
Managed by Fidelity Management
& Research Company
VIP II Contrafund

Variable Insurance Products Fund III:

Managed by Fidelity Management
& Research Company
VIP III Growth Opportunities
VIP III Growth & Income

AIM Variable Insurance Funds, Inc.:
Managed by A I M Advisors, Inc.
AIM V.I. Capital Appreciation
AIM V.I. International Equity
AIM V.I. Value

MFS Variable Insurance Trust:
Managed by Massachusetts Financial Services Company
MFS Emerging Growth
MFS Research
MFS Growth With Income
MFS High Income
MFS World Governments
MFS/Foreign & Colonial Emerging Markets Equity

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional Information (SAI) dated December 30 ,
1997. The SAI has been filed with the Securities and Exchange Commission (SEC)
and is legally a part of the prospectus. The Table of Contents of the SAI is on
Page 15 of this prospectus. For a free copy of the SAI, call us at (800)
831-5433 or write us at: One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois
60181-4644.

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

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

December 30, 1997

TABLE OF CONTENTS Page

INDEX OF SPECIAL TERMS 3
FEE TABLE 4
EXAMPLES 6
1. THE ANNUITY CONTRACT 9
2. ANNUITY PAYMENTS (THE INCOME PHASE) 9
3. PURCHASE 9
Purchase Payments 9
Allocation of Purchase Payments 9
Accumulation Units 10
4. INVESTMENT OPTIONS 10
Cova Series Trust 10
Lord Abbett Series Fund, Inc. 10
General American Capital Company 10
Variable Insurance Products Fund 10
Variable Insurance Products Fund II 10
Variable Insurance Products Fund III 10
AIM Variable Insurance Funds, Inc. 11
MFS Variable Insurance Trust 11
Transfers 11
Dollar Cost Averaging Program 11
Automatic Rebalancing Program 11
Approved Asset Allocation Programs 11
Voting Rights 12
Substitution 12
5. EXPENSES 12
Insurance Charges 12
Contract Maintenance Charge 12
Withdrawal Charge 12
Reduction or Elimination of the
Withdrawal Charge 12
Premium Taxes 12
Transfer Fee 13
Income Taxes 13
Investment Portfolio Expenses 13
6. TAXES 13
Annuity Contracts in General 13
Qualified and Non-Qualified Contracts 13
Withdrawals - Non-Qualified Contracts 13
Withdrawals - Qualified Contracts 13
Withdrawals - Tax-Sheltered Annuities 13
Diversification 13
7. ACCESS TO YOUR MONEY 14
Systematic Withdrawal Program 14
8. PERFORMANCE 14
9. DEATH BENEFIT 14
Upon Your Death 14
Death of Annuitant 15
10. OTHER INFORMATION 15
Cova 15
The Separate Account 15
Distributor 15
Ownership 15
Beneficiary 15
Assignment 15
Suspension of Payments or Transfers 15
Financial Statements
15
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION 15

APPENDIX A
Condensed Financial Information A-1

APPENDIX B
Performance Information B-1

INDEX OF SPECIAL TERMS

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

Page

Accumulation Phase 9
Accumulation Unit 10
Annuitant 9
Annuity Date 9
Annuity Options 9
Annuity Payments 9
Annuity Unit 10
Beneficiary 15
Fixed Account 9
Income Phase 9
Investment Portfolios 10
Joint Owner 15
Non-Qualified 13
Owner 15
Purchase Payment 9
Qualified 13
Tax Deferral 13

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE
<S> <C>
Owner Transaction Expenses
Withdrawal Charge (see Note 2 below)
5% of purchase payment withdrawn
Transfer Fee (see Note 3 below)
No charge for first 12 transfers in a contract year; thereafter,
2% of the amount transferred.
Contract Maintenance Charge (see Note 4 below)
$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%

</TABLE>

<TABLE>
<CAPTION>
Investment Portfolio Expenses
(as a percentage of the average daily net assets of an investment portfolio)

Other Expenses
(after expense Total Annual
Management 12b-1 reimbursement for Portfolio
Fees Fees certain Portfolios) Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust (a)
Managed by J.P. Morgan
Investment Management Inc.
<S> <C> <C> <C>
Select Equity(b) .75% - - .10% .85%
Small Cap Stock(b) .85% - - .10% .95%
International Equity(b) .85% - - .10% .95%
Quality Bond(b) .55% - - .10% .65%
Large Cap Stock(b) .65% - - .10% .75%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Lord, Abbett & Co.

Bond Debenture(b) .75% - - .10% .85%
Mid-Cap Value(c) 1.00% - - .10% 1.10%
Large Cap Research(c) 1.00% - - .10% 1.10%
Developing Growth(c) .90% - - .10% 1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.

Growth and Income(d) .50% .07% .02% .59%
- ------------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset
Management Company

Money Market .205% - - .00% .205%
- ------------------------------------------------------------------------------------------------------------------------------------
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Managed by Fidelity Management
& Research Company

VIP III Growth Opportunities(e) .61% - - .16% .77%
VIP Growth(e) .61% - - .08% .69%
VIP III Growth & Income .50% - - .50% 1.00%
VIP Equity-Income(e) .51% - - .07% .58%
VIP II Contrafund(e) .61% - - .13% .74%
- ------------------------------------------------------------------------------------------------------------------------------------
AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.

AIM V.I. Capital Appreciation .64% - - .09% .73%
AIM V.I. International Equity .75% - - .21% .96%
AIM V.I. Value .64% - - .09% .73%
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Variable Insurance Trust
Managed by Massachusetts Financial
Services Company

MFS Emerging Growth(f) .75% - - .25% 1.00%
MFS Research(f) .75% - - .25% 1.00%
MFS Growth With Income(f) .75% - - .25% 1.00%
MFS High Income(f) .75% - - .25% 1.00%
MFS World Governments(f) .75% - - .25% 1.00%
MFS/Foreign & Colonial Emerging
Markets Equity(f) 1.25% - - .25% 1.50%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Investment Portfolio Expenses (continued)
(as a percentage of the average daily net assets of an investment portfolio)

(a) Since August 20, 1990, Cova has been reimbursing the investment portfolios
of Cova Series Trust for all operating expenses (exclusive of the management
fees) in excess of approximately .10%. Absent the expense reimbursement and
management fee waiver, the percentages shown for total annual portfolio expenses
(on an annualized basis) for the year or period ended December 31, 1996 would
have been 1.70% for the Select Equity Portfolio, 2.68% for the Small Cap Stock
Portfolio, 3.80% for the International Equity Portfolio, 1.52% for the Quality
Bond Portfolio, 1.23% for the Large Cap Stock Portfolio and 2.05% for the Bond
Debenture Portfolio.

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

(d) 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 had been
made under the 12b-1 plan. For the year ending December 31, 1997, the 12b-1 fees
are estimated to be .07%. The examples below for this Portfolio reflect the
estimated 12b-1 fees.

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

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

<TABLE>
<CAPTION>
Examples

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets:

(a) upon surrender at the end of each time period;
(b) if the contract is not surrendered or is annuitized.

Time Periods

1 year 3 years 5 years 10 years
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan
Investment Management Inc.
<S> <C> <C> <C> <C>
Select Equity (a) $73.80 (a) $118.16 (a) $169.99 (a) $266.24
(b) $23.80 (b) $ 73.16 (b) $124.99 (b) $266.24
Small Cap Stock (a) $74.80 (a) $121.17 (a) $175.00 (a) $276.23
(b) $24.80 (b) $ 76.17 (b) $130.00 (b) $276.23
International Equity (a) $74.80 (a) $121.17 (a) $175.00 (a) $276.23
(b) $24.80 (b) $ 76.17 (b) $130.00 (b) $276.23
Quality Bond (a) $71.79 (a) $112.12 (a) $159.89 (a) $245.92
(b) $21.79 (b) $ 67.12 (b) $114.89 (b) $245.92
Large Cap Stock (a) $72.80 (a) $115.15 (a) $164.95 (a) $256.13
(b) $22.80 (b) $ 70.15 (b) $119.95 (b) $256.13
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Lord, Abbett & Co.

Bond Debenture (a) $73.80 (a) $118.16 (a) $169.99 (a) $266.24
(b) $23.80 (b) $ 73.16 (b) $124.99 (b) $266.24
Mid-Cap Value (a) $76.30 (a) $125.66
(b) $26.30 (b) $ 80.66
Large Cap Research (a) $76.30 (a) $125.66
(b) $26.30 (b) $ 80.66
Developing Growth (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.

Growth and Income (a) $71.19 (a) $110.30 (a) $156.83 (a) $239.74
(b) $21.19 (b) $ 65.30 (b) $111.83 (b) $239.74
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Managed by Conning Asset
Management Company

Money Market (a) $67.31 (a) $98.54 (a) $137.02 (a) $199.08
(b) $17.31 (b) $53.54 (b) $92.02 (b) $199.08
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Examples (continued)

Time Periods
1 year 3 years 5 years 10 years
- ------------------------------------------------------------------------------------------------------------------------------------

Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
Managed by Fidelity Management
& Research Company

<S> <C> <C>
VIP III Growth Opportunities (a) $73.00 (a) $115.75
(b) $23.00 (b) $ 70.75
VIP Growth (a) $72.19 (a) $113.33
(b) $22.19 (b) $ 68.33
VIP III Growth & Income (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
VIP Equity-Income (a) $71.09 (a) $110.00
(b) $21.09 (b) $ 65.00
VIP II Contrafund (a) $72.69 (a) $114.84
(b) $22.69 (b) $ 69.84
- ------------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.

AIM V.I. Capital Appreciation (a) $72.59 (a) $114.54
(b) $22.59 (b) $ 69.54
AIM V.I. International Equity (a) $74.90 (a) $121.47
(b) $24.90 (b) $ 76.47
AIM V.I. Value (a) $72.59 (a) $114.54
(b) $22.59 (b) $ 69.54
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
Managed by Massachusetts Financial
Services Company

MFS Emerging Growth (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
MFS Research (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
MFS Growth With Income (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
MFS High Income (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
MFS World Governments (a) $75.30 (a) $122.67
(b) $25.30 (b) $ 77.67
MFS/Foreign & Colonial Emerging (a) $80.29 (a) $137.54
Markets Equity (b) $30.29 (b) $ 92.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table and Examples

1. The purpose of the Fee Table is to show you the various expenses you will
incur directly or indirectly with the contract. The Fee Table reflects
expenses of the Separate Account as well as the investment portfolios.

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

3. Cova will not charge you the transfer fee even if there are more than 12
transfers in a year if the transfer is for the Dollar Cost Averaging,
Automatic Rebalancing or Approved Asset Allocation Programs.

4. Cova will not charge the contract maintenance charge if the value of your
contract is $50,000 or more, although, if you make a complete withdrawal,
Cova will charge the contract maintenance charge.

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

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

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

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

1. THE ANNUITY CONTRACT

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

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

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

The contract is called a variable annuity because you can choose among 25
investment portfolios and, depending upon market conditions, you can make or
lose money in any of these portfolios. If you select the variable annuity
portion of the contract, the amount of money you are able to accumulate in your
contract during the accumulation phase depends upon the investment performance
of the investment portfolio(s) you select. The amount of the annuity payments
you receive during the income phase from the variable annuity portion of the
contract also depends upon the investment performance of the investment
portfolios you select for the income phase.

The contract also contains a fixed account. The fixed account offers an interest
rate that is guaranteed by Cova. Cova guarantees that the interest credited to
the fixed account will not be less than 3% per year with respect to contracts
issued on or after May 1, 1996. If you select the fixed account, your money will
be placed with the other general assets of Cova. If you select the fixed
account, the amount of money you are able to accumulate in your contract during
the accumulation phase depends upon the total interest credited to your
contract. The amount of the annuity payments you receive during the income phase
from the fixed account portion of the contract will remain level for the entire
income phase.

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

2. ANNUITY PAYMENTS (THE INCOME PHASE)

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

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

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

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

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

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

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

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

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

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

3. PURCHASE

Purchase Payments

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

Allocation of Purchase Payments

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

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

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

Accumulation Units

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

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

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

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

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

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

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

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

Example:

On Monday we receive an additional purchase payment of $5,000 from you. You
have told us you want this to go to the Quality Bond Portfolio. When the New
York Stock Exchange closes on that Monday, we determine that the value of an
accumulation unit for the Quality Bond Portfolio is $13.90. We then divide
$5,000 by $13.90 and credit your contract on Monday night with 359.71
accumulation units for the Quality Bond Portfolio.

4. INVESTMENT OPTIONS

The contract offers 25 investment portfolios which are listed below. Additional
investment portfolios may be available in the future. YOU SHOULD READ THE
PROSPECTUSES FOR THESE FUNDS CAREFULLY BEFORE INVESTING. COPIES OF THESE
PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS. CERTAIN PORTFOLIOS CONTAINED IN
THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR CONTRACT.

Cova Series Trust

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

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

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

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

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

Lord Abbett Series Fund, Inc.

Lord Abbett Series Fund, Inc. is a mutual fund. The following portfolio which is
managed by Lord, Abbett & Co. is available under the contract:

Growth and Income Portfolio

General American Capital Company

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

Money Market Fund

Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III

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

Variable Insurance Products Fund:

VIP Growth Portfolio
VIP Equity-Income Portfolio

Variable Insurance Products Fund II:

VIP II Contrafund Portfolio (seeks capital appreciation)

Variable Insurance Products Fund III:

VIP III Growth Opportunities Portfolio
VIP III Growth & Income Portfolio

AIM Variable Insurance Funds, Inc.

AIM Variable Insurance Funds, Inc. is a mutual fund with multiple portfolios.
AIM Advisors, Inc. is the investment adviser to each portfolio. The following
portfolios are available under the contract:

AIM V.I. Capital Appreciation Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

MFS Variable Insurance Trust

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

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

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

Transfers

You can transfer money among the fixed account and the 25 investment portfolios.

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

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

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

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

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

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

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

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

Dollar Cost Averaging Program

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

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

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

Automatic Rebalancing Program

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

Example:

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

Approved Asset Allocation Programs

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

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

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

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

Voting Rights

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

Substitution

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

5. EXPENSES

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

Insurance Charges

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

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge

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

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

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

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

Reduction or Elimination of the Withdrawal Charge

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

Premium Taxes

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

Transfer Fee

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

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

Income Taxes

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

Investment Portfolio Expenses

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

6. TAXES

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

Annuity Contracts in General

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

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

Withdrawals - Qualified Contracts

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

Withdrawals - Tax-Sheltered Annuities

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

Diversification

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

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

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

7. ACCESS TO YOUR MONEY

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

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

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

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

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

Systematic Withdrawal Program

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

INCOME TAXES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

8. PERFORMANCE

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

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

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

9. DEATH BENEFIT

Upon Your Death

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

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

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

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

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

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

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

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

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

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

The death benefit provisions described above may not be available in your state.
In those states where they are not available, the death benefit will be as
follows:

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

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

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

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

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

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

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

Death of Annuitant

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

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

10. OTHER INFORMATION

Cova

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

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

The Separate Account

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

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

Distributor

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

Commissions will be paid to broker-dealers who sell the contracts.
Broker-dealers will be paid commissions up to 5.5% of purchase payments but,
under certain circumstances, may be paid an additional .5% commission.
Sometimes, Cova enters into an agreement with the broker-dealer to pay the
broker-dealer persistency bonuses, in addition to the standard commissions. To
the extent that the withdrawal charge is insufficient to cover the actual cost
of distribution, Cova may use any of its corporate assets, including any profit
from the mortality and expense risk premium, to make up any difference.

Ownership

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

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

Beneficiary

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

Assignment

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

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

Suspension of Payments or Transfers

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

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

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

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

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

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

Financial Statements

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

Table of Contents of the Statement of Additional Information

Company
Experts
Legal Opinions
Distribution
Performance Information
Tax Status
Annuity Provisions
Financial Statements

APPENDIX A
CONDENSED FINANCIAL INFORMATION

Accumulation Unit Value History

The following schedule includes accumulation unit values for the periods
indicated. This data has been extracted from the Separate Account's Financial
Statements. The Separate Account's Financial Statements (except for the
unaudited Financial Statements for the period ended September 30, 1997) have
been audited by KPMG Peat Marwick LLP, independent certified public accountants,
whose report is included in the Statement of Additional Information. This
information should be read in conjunction with the Separate Account's Financial
Statements and related notes which are included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
Period Year or Year or Year or Year or Year or Year or Year or For the period
Ended Period Period Period Period Period Period Period from 12/11/89
9/30/97 Ended Ended Ended Ended Ended Ended Ended (Start of Operations)
(unaudited) 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 through 12/31/89
- ------------------------------------------------------------------------------------------------------------------------------------
Cova Series Trust
Managed by Lord Abbett & Co.
Bond Debenture Sub-Account
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of Period $11.29 $10.10 * * * * * * *
End of Period 12.66 11.29
Number of Accum. Units
Outstanding 3,058,369 659,663
- ------------------------------------------------------------------------------------------------------------------------------------

Mid-Cap Value Sub-Account

Beginning of Period $10.00 * * * * * * * *
End of Period 10.44
Number of Accum. Units
Outstanding 10,000

Large Cap Research Sub-Account

Beginning of Period $10.00 * * * * * * * *
End of Period 10.04
Number of Accum. Units
Outstanding 100,000

Developing Growth Sub-Account

Beginning of Period $10.00 * * * * * * * *
End of Period 11.19
Number of Accum. Units
Outstanding 10,000
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* The accumulation unit values shown above for the beginning of the period for
the Select Equity, Small Cap Stock, International Equity, Quality Bond and Large
Cap Stock Portfolios managed by J.P. Morgan Investment Management Inc., and the
Bond Debenture Portfolio managed by Lord, Abbett & Co. reflect the date these
investment portfolios were offered for sale to the public (5/1/96). The Money
Market Fund managed by Conning Asset Management Company started regular
investment operations on June 3, 1996. The Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios started regular investment operations on August 19,
1997. As of September 30, 1997, the investment portfolios managed by Fidelity
Management & Research Company Inc., A I M Advisors, Inc., and Massachusetts
Financial Services Company had not yet commenced regular investment operations.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Accumulation Unit Value History (continued)

Period Year or Year or Year or Year or Year or Year or Year or For the period
Ended Period Period Period Period Period Period Period from 12/11/89
9/30/97 Ended Ended Ended Ended Ended Ended Ended (Start of Operations)
(unaudited) 12/31/96 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 through 12/31/89
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by J.P. Morgan
Investment Management Inc.
Select Equity Sub-Account
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of Period $10.84 $10.08 * * * * * * *
End of Period 14.20 10.84
Number of Accum. Units
Outstanding 5,494,928 2,044,523
- ------------------------------------------------------------------------------------------------------------------------------------

Small Cap Stock Sub-Account

Beginning of Period $11.31 $10.51 * * * * * * *
End of Period 13.78 11.31
Number of Accum. Units
Outstanding 3,179,176 1,237,405
- ------------------------------------------------------------------------------------------------------------------------------------

International Equity Sub-Account

Beginning of Period $10.97 $10.21 * * * * * * *
End of Period 12.10 10.97
Number of Accum. Units
Outstanding 4,390,462 1,306,892

Quality Bond Sub-Account

Beginning of Period $10.37 $ 9.90 * * * * * * *
End of Period 10.88 10.37
Number of Accum. Units
Outstanding 1,017,806 508,830

Large Cap Stock Sub-Account

Beginning of Period $11.33 $10.00 * * * * * * *
End of Period 14.62 11.33
Number of Accum. Units
Outstanding 865,130 1,389,606

Lord Abbett Series Fund, Inc.
Growth and Income Sub-Account

Beginning of Period $25.09 $21.31 $16.64 $16.42 $14.50 $12.73 $10.15 $10.06 $10.00
End of Period 30.94 25.09 21.31 16.64 16.42 14.50 12.73 10.15 10.06
Number of Accum. Units
Outstanding 14,473,804 11,732,301 8,947,108 6,875,1394,994,582 2,560,999 1,426,5771,041,342 14,482
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company
Money Market Sub-Account

Beginning of Period $10.23 $10.00 * * * * * * *
End of Period 10.50 10.23
Number of Accum. Units
Outstanding 154,036 32,964
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* The accumulation unit values shown above for the beginning of the period for
the Select Equity, Small Cap Stock, International Equity, Quality Bond and Large
Cap Stock Portfolios managed by J.P. Morgan Investment Management Inc., and the
Bond Debenture Portfolio managed by Lord, Abbett & Co. reflect the date these
investment portfolios were offered for sale to the public (5/1/96). The Money
Market Fund managed by Conning Asset Management Company started regular
investment operations on June 3, 1996. The Mid-Cap Value, Large Cap Research and
Developing Growth Portfolios started regular investment operations on August 19,
1997. As of September 30, 1997, the investment portfolios managed by Fidelity
Management & Research Company Inc., A I M Advisors, Inc., and Massachusetts
Financial Services Company had not yet commenced regular investment operations.
</FN>
</TABLE>

APPENDIX B
PERFORMANCE INFORMATION

Future performance will vary and the results shown are not necessarily
representative of future results.

PART 1

Cova Series Trust, Lord Abbett Series Fund, Inc. and General American Capital
Company Existing Portfolios

J.P. Morgan Investment Management Inc. is the sub-adviser for the following
portfolios of Cova Series Trust: Select Equity, Small Cap Stock, International
Equity, Quality Bond and Large Cap Stock. Lord, Abbett & Co. is the sub-adviser
to the Bond Debenture Portfolio of Cova Series Trust. Lord, Abbett & Co. is the
investment adviser for Lord Abbett Series Fund, Inc. which currently has one
operating portfolio: Growth and Income. Conning Asset Management Company is the
adviser for the Money Market Fund of General American Capital Company. All of
these portfolios began operations before May 1, 1997. As a result, performance
information is available for these portfolios as well as for the accumulation
unit values.

The performance figures shown for the portfolios in Column A in the chart below
reflect the actual fees and expenses paid by the portfolio. Column B presents
performance figures for the accumulation units which reflect the insurance
charges as well as the fees and expenses of the investment portfolio. Column C
presents performance figures for the accumulation units which reflect the
insurance charges, the contract maintenance charge, the fees and expenses of the
investment portfolio, and assume that you make a withdrawal at the end of the
period and therefore the withdrawal charge is reflected. For the following Cova
Series Trust Portfolios performance is shown from May 1, 1996, the date shares
were first offered to the public: the Select Equity, Small Cap Stock,
International Equity, Quality Bond, Large Cap Stock and Bond Debenture
Portfolios. For the Lord Abbett Series Fund, Inc. Growth and Income Portfolio
operations commenced on December 11, 1989 and June 3, 1996 for the Money Market
Fund of General American Capital Company.

<TABLE>
<CAPTION>
Part 1 Cova Series Trust
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
since since since
Portfolio 1 yr 5 yrs inception 1 yr 5 yrs inception 1 yr 5 yrs inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Select Equity 42.02% - - 28.68% 40.62% - - 27.28% 35.42% - - 24.16%
Small Cap Stock 31.34% - - 22.38% 29.94% - - 20.98% 24.75% - - 17.80%
International Equity 18.21% - - 14.08% 16.81% - - 12.68% 11.64% - - 9.43%
Quality Bond 9.02% - - 8.28% 7.62% - - 6.88% 2.47% - - 3.58%
Large Cap Stock 41.52% - - 32.07% 40.12% - - 30.67% 34.92% - - 27.57%
Bond Debenture 18.18% - - 18.65% 16.78% - - 17.25% 11.60% - - 14.04%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 1 Lord Abbett Series Fund, Inc.
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
since since since
Portfolio 1 yr 5 yrs inception 1 yr 5 yrs inception 1 yr 5 yrs inception
- ------------------------------------------------------------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
Part 1 General American Capital Company
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
1 yr since 1 yr since 1 yr since
Portfolio inception inception inception
- ------------------------------------------------------------------------------------------------------------------------------------

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

APPENDIX B

PERFORMANCE INFORMATION (continued)

PART 2 - General American Capital Company, Variable Insurance Products Fund,
Variable Insurance Products Fund II, Variable Insurance Products Fund III,
AIM Variable Insurance Funds, Inc. and MFS Variable Insurance Trust
("Existing Funds")

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

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

The performance figures in Column A for the Existing Funds reflect the fees and
expenses paid by the Portfolio. Column B presents performance figures for the
accumulation units which reflect the insurance charges as well as the fees and
expenses of the Portfolio. Column C presents performance figures for the
accumulation units which reflect the insurance charges, the contract maintenance
charge, the fees and expenses of the Portfolio and assumes that you make a
withdrawal at the end of the period and therefore the withdrawal charge is
reflected.

<TABLE>
<CAPTION>
Part 2 General American Capital Company Money Market Fund
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Fund Performance Accumulation Unit Performance
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio
Inception
Portfolio Date 1 yr 5 yrs 10 yrs 1 yr 5 yrs 10 yrs 1 yr 5 yrs 10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------
Money Market 10/1/87 5.63 4.75 6.04 4.23 3.35 4.64 (0.87) (1.25) 4.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 Variable Insurance Products Fund
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Fund Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio
Inception
Portfolio Date 1 yr 5 yrs 10 yrs 1 yr 5 yrs 10 yrs 1 yr 5 yrs 10 yrs
- ------------------------------------------------------------------------------------------------------------------------------------
VIP Growth 10/9/86 27.05% 21.38% 14.70% 25.65% 19.98% 13.30% 20.55% 15.38% 13.20%
VIP Equity-Income 10/9/86 33.92% 21.48% 14.04% 32.52% 20.08% 12.64% 27.42% 15.48% 12.54%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
APPENDIX B

PERFORMANCE INFORMATION (continued)
Part 2 Variable Insurance Products Fund II

Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Fund Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Inception since since since
Date 1 yr inception 1 yr inception 1 yr inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
VIP II Contrafund 1/3/95 36.56% 31.71% 35.16% 30.31% 30.06% 25.71%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 Variable Insurance Products Fund III
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Fund Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Inception since since since
Date 1 yr inception 1 yr inception 1 yr inception
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
VIP III Growth
Opportunities 1/3/95 36.01% 27.62% 34.61% 26.22% 29.51% 21.62%
VIP III Growth
& Income 12/31/96 - - 32.22% - - 30.82% - - 26.22%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 AIM Variable Insurance Funds, Inc.
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Fund Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Inception since since since
Date 1 yr inception 1 yr inception 1 yr inception
- ------------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIM V.I. Capital
Appreciation 5/5/93 25.01% 22.19% 23.61% 20.79% 18.51% 16.19%
AIM V.I. International
Equity 5/5/93 22.53% 15.73% 21.13% 14.33% 16.03% 9.73%
AIM V.I. Value 5/5/93 34.08% 21.43% 32.68% 20.03% 27.58% 15.43%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Part 2 MFS Variable Insurance Trust
Average Annual Total Return for the periods ended 9/30/97
- ------------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C
Portfolio Fund Performance Accumulation Unit Performance
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Inception since since since
Date 1 yr inception 1 yr inception 1 yr inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MFS Emerging Growth 7/24/95 23.78% 28.49% 22.47% 27.09% 17.37% 22.49%
MFS Research 7/26/95 28.99% 26.18% 27.59% 24.78% 22.49% 20.18%
MFS Growth With Income 10/9/95 33.88% 29.23% 32.48% 27.83% 27.38% 23.23%
MFS High Income 7/26/95 14.74% 13.24% 13.34% 11.84% 8.24% 7.24%
MFS World Governments 6/14/94 2.06% 5.58% .66% 4.18% (4.44)% (0.42)%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Please send me, at no charge, the Statement of Additional Information dated
December 30, 1997, for The Annuity Contract issued by Cova.

(Please print or type and fill in all information)

................................................................................
Name

................................................................................
Address

................................................................................
City State Zip Code

CL-3054 (12/97) COVA VA

COVA
Cova Financial Services Life Insurance Company

MARKETING AND EXECUTIVE OFFICE
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644
800-523-1661

ANNUITY SERVICE OFFICE
P.O. Box 10366
Des Moines, IA 50306-9775
800-343-8496

CL-3053 (2/98) Policy Form Series 21-PREM-MO (2/98)
XL-407, CL-407,
XL-617, CL-617