COVA VARIABLE ANNUITY ACCOUNT ONE
485BPOS, 1998-04-30
Previous: COVA VARIABLE ANNUITY ACCOUNT ONE, 485BPOS, 1998-04-30
Next: AIR METHODS CORP, DEF 14A, 1998-04-30



                                                         File Nos. 333-34741
                                                                   811-05200
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                   FORM N-4
   
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [ ]
     Pre-Effective Amendment No.                                         [ ]
     Post-Effective Amendment No. 2                                      [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          [ ]
     Amendment No. 27                                                   [X]

                          (Check appropriate box or boxes.)

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

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

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

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

     Name and Address of Agent for Service
          Lorry J. Stensrud, President
          Cova Financial Services Life Insurance Company
          One Tower Lane, Suite 3000
          Oakbrook Terrace, Illinois  60181-4644
          (800) 523-1661

     Copies to:
          Judith A. Hasenauer            and   Frances S. Cook
          Blazzard, Grodd & Hasenauer, P.C.    First Vice President and
          P.O Box 5108                         Associate Counsel
          Westport, CT  06881                  Cova Financial Services
                                                 Life Insurance Company
          (203) 226-7866                       One Tower Lane, Suite 3000
                                               Oakbrook Terrace, IL 60181-4644


It is proposed that this filing will become effective:
     
     _____ immediately upon filing pursuant to paragraph (b) of Rule 485
     __x__ on May 1, 1998 pursuant to paragraph (b) of Rule 485
     _____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
     _____ on (date) pursuant to paragraph (a)(1) of Rule 485.     

If appropriate, check the following:

     ____ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
   
Title of Securities Registered:
   Individual Variable Annuity Contracts     


                               EXPLANATORY NOTE

==============================================================================
   
This Registration Statement contains two Prospectuses (Version A and Version 
B).  The two versions are identical except for the funding options. The 
Prospectuses will be filed with the Commission pursuant to Rule 497 under the
Securities Act of 1933.  The Registrant undertakes to update this Explanatory
Note, as needed, each time a Post-Effective Amendment is filed.     
  
==============================================================================


<TABLE>
<CAPTION>

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

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

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

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

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

Item 4.   Condensed Financial Information  . . .   Not Applicable

Item 5.   General Description of Registrant,
          Depositor, and Portfolio Companies . .   Other Information - Cova; The
                                                   Separate Account; Investment 
                                                   Options
                                                   
                                                   

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 19.  Purchase of Securities Being Offered .   Not Applicable

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

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

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

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



                                    PART C

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


                               PART A - VERSION A




                                 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 44 investment choices - a fixed account which offers
an interest rate which is guaranteed by Cova, and 43 investment portfolios
listed below.  You can put your money in the fixed account  and/or  any  of  
these investment portfolios.  CURRENTLY, IF YOU ARE NOT PARTICIPATING IN AN
ASSET ALLOCATION PROGRAM, YOU CAN ONLY INVEST IN 15 INVESTMENT PORTFOLIOS AT
ANY ONE TIME.


AIM VARIABLE INSURANCE FUNDS, INC.:
      MANAGED A I M ADVISORS, INC.
      AIM V.I. Capital Appreciation Fund
      AIM V.I. International Equity Fund
      AIM V.I. Value Fund
            
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:
      MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
      Premier Growth Portfolio
      Real Estate Investment Portfolio

COVA SERIES TRUST:
      MANAGED BY J. P. MORGAN INVESTMENT MANAGEMENT INC.
      Small Cap Stock Portfolio
      Large Cap Stock Portfolio
      Select Equity Portfolio
      International Equity Portfolio
      Quality Bond Portfolio
      MANAGED BY LORD, ABBETT & CO.
      Bond Debenture Portfolio
      Large Cap Research Portfolio
      Developing Growth Portfolio
      Mid Cap Value Portfolio
      Lord Abbett Growth & Income Portfolio
     
GENERAL AMERICAN CAPITAL COMPANY:
      MANAGED BY CONNING ASSET MANAGEMENT COMPANY
      Money Market Fund

GOLDMAN SACHS VARIABLE INSURANCE TRUST:
      MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT
      Goldman Sachs Growth and Income Fund
      MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
      Goldman Sachs International Equity Fund
      Goldman Sachs Global Income Fund

INVESTORS FUND SERIES:
      MANAGED BY SCUDDER KEMPER INVESTMENTS, INC.
      Kemper Small Cap Value Portfolio
      Kemper Government Securities Portfolio
      Kemper Small Cap Growth Portfolio

LIBERTY VARIABLE INVESTMENT TRUST:
      MANAGED BY NEWPORT FUND MANAGEMENT INC.
      Newport Tiger, Variable Series

LORD ABBETT SERIES FUND, INC.:
      MANAGED BY LORD, ABBETT & CO.
      Growth and Income Portfolio

MFS VARIABLE INSURANCE TRUST:
      MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY
      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 

OPPENHEIMER VARIABLE ACCOUNT FUNDS:
      MANAGED BY OPPENHEIMERFUNDS, INC.
      Oppenheimer High Income Fund
      Oppenheimer Bond Fund
      Oppenheimer Growth Fund
      Oppenheimer Growth & Income Fund
      Oppenheimer Strategic Bond Fund

PUTNAM VARIABLE TRUST:
      MANAGED BY PUTNAM INVESTMENT MANAGEMENT, INC.
      Putnam VT Growth and Income Fund
      Putnam VT International Growth Fund
      Putnam VT International New Opportunities Fund
      Putnam VT New Value Fund
      Putnam VT Vista Fund

TEMPLETON VARIABLE PRODUCTS SERIES FUND
      MANAGED BY TEMPLETON ASSET MANAGEMENT LTD.
      Templeton Developing Markets Fund, Class 1 Shares
      MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
       Templeton International Fund, Class 1 Shares
      MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
      Mutual Shares Investments Fund, Class 1 Shares

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 
May 1, 1998. The SAI has been filed with the Securities and Exchange 
Commission (SEC) and is  legally a part of the prospectus.  The SEC maintains
a Web site (http://www.sec.gov) that contains the SAI, material incorporated
by reference, and other information regarding registrants that file 
electronically with the SEC. The Table of  Contents of the SAI is on Page __
of this prospectus. For a free copy of the SAI, call us at (800)523-1661 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.
   
May 1, 1998.     


TABLE  OF  CONTENTS                                                       Page

INDEX  OF  SPECIAL  TERMS
   
SUMMARY     

FEE  TABLE

EXAMPLES

1.  THE  ANNUITY  CONTRACT

2.  ANNUITY  PAYMENTS  (THE  INCOME  PHASE)

3.  PURCHASE
    Purchase  Payments
    Allocation  of  Purchase  Payments
    Accumulation  Units

4.  INVESTMENT  OPTIONS
    AIM Variable Insurance Funds, Inc.
    Alliance Variable Products Series Fund, Inc.
    Cova Series Trust

    General American Capital Company
    Goldman Sachs Variable Insurance Trust
    Investors Fund Series
    Liberty Variable Investment Trust  
    Lord Abbett Series Fund, Inc.
    MFS Variable Insurance Trust
    Oppenheimer Variable Account Funds
    Putnam Variable Trust
    Templeton Variable Products Series Fund     
    Transfers
    Dollar  Cost  Averaging  Program
    Automatic  Rebalancing  Program
    Approved  Asset  Allocation  Programs
    Voting  Rights
    Substitution

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

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

7.  ACCESS  TO  YOUR  MONEY
    Systematic  Withdrawal  Program

8.  PERFORMANCE

9.  DEATH  BENEFIT
    Upon  Your  Death
    Death  of  Annuitant


10. OTHER  INFORMATION
    Cova
    The  Separate  Account
    Distributor
    Ownership
    Beneficiary
    Assignment
    Suspension  of  Payments  or  Transfers
    Financial  Statements

TABLE  OF  CONTENTS  OF  THE  STATEMENT  OF
ADDITIONAL  INFORMATION

APPENDIX - PERFORMANCE INFORMATION

INDEX  OF  SPECIAL  TERMS

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

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

SUMMARY

THE SECTIONS IN THIS SUMMARY CORRESPOND TO SECTIONS IN THIS PROSPECTUS WHICH
DISCUSS THE TOPICS IN MORE DETAIL.
   
1. THE ANNUITY CONTRACT. The fixed and variable annuity contract offered by Cova
is a contract  between  you, the 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 43  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 43 investment  portfolios  which are listed in Section
4. These  portfolios are designed to offer a potentially  better return than the
fixed account. However, this is NOT guaranteed. You can also lose your money.
    
You can put money in up to 15 of the investment portfolios and the fixed
account.  (If you are participating in an asset allocation program, this limit
may not apply.) 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. 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 $500 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 the following investment
portfolios which are described in the prospectuses for the funds. Currently,
if you are not participating in an asset allocation program, you can only 
invest in 15 investment portfolios at any one time.  

AIM VARIABLE INSURANCE FUNDS, INC.:
      MANAGED A I M ADVISORS, INC.
      AIM V.I. Capital Appreciation Fund
      AIM V.I. International Equity Fund
      AIM V.I. Value Fund
            
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.:
      MANAGED BY ALLIANCE CAPITAL MANAGEMENT L.P.
      Premier Growth Portfolio
      Real Estate Investment Portfolio

COVA SERIES TRUST:
      MANAGED BY J. P. MORGAN INVESTMENT MANAGEMENT INC.
      Small Cap Stock Portfolio
      Large Cap Stock Portfolio
      Select Equity Portfolio
      International Equity Portfolio
      Quality Bond Portfolio
      MANAGED BY LORD, ABBETT & CO.
      Bond Debenture Portfolio
      Large Cap Research Portfolio
      Developing Growth Portfolio
      Mid Cap Value Portfolio
      Lord Abbett Growth & Income Portfolio

GENERAL AMERICAN CAPITAL COMPANY:
      MANAGED BY CONNING ASSET MANAGEMENT COMPANY
      Money Market Fund

GOLDMAN SACHS VARIABLE INSURANCE TRUST:
      MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT
      Goldman Sachs Growth and Income Fund
      MANAGED BY GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
      Goldman Sachs International Equity Fund
      Goldman Sachs Global Income Fund

INVESTORS FUND SERIES:
      MANAGED BY SCUDDER KEMPER INVESTMENTS, INC.
      Kemper Small Cap Value Portfolio

      Kemper Government Securities Portfolio
      Kemper Small Cap Growth Portfolio

LIBERTY VARIABLE INVESTMENT TRUST:
      MANAGED BY NEWPORT FUND MANAGEMENT INC.
      Newport Tiger, Variable Series

LORD ABBETT SERIES FUND, INC.:
      MANAGED BY LORD, ABBETT & CO.
      Growth and Income Portfolio

MFS VARIABLE INSURANCE TRUST:
      MANAGED BY MASSACHUSETTS FINANCIAL SERVICES COMPANY
      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

OPPENHEIMER VARIABLE ACCOUNT FUNDS:
      MANAGED BY OPPENHEIMERFUNDS, INC.
      Oppenheimer High Income Fund
      Oppenheimer Bond Fund
      Oppenheimer Growth Fund
      Oppenheimer Growth & Income Fund
      Oppenheimer Strategic Bond Fund

PUTNAM VARIABLE TRUST:
      MANAGED BY PUTNAM INVESTMENT MANAGEMENT, INC.
      Putnam VT Growth and Income Fund
      Putnam VT International Growth Fund
      Putnam VT International New Opportunities Fund
      Putnam VT New Value Fund
      Putnam VT Vista Fund
   
TEMPLETON VARIABLE PRODUCTS SERIES FUND
      MANAGED BY TEMPLETON ASSET MANAGEMENT LTD.
      Templeton Developing Markets Fund, Class 1 Shares
      MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
      Templeton International Fund, Class 1 Shares
      MANAGED BY FRANKLIN MUTUAL ADVISERS, INC.
      Mutual Shares Investments Fund, Class 1 Shares    

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. 
During the accumulation phase, 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, if applicable, which ranges from 0%-4% depending upon the state.

There are also investment charges which currently range from .205% to 1.60% of
the average daily  value of the investment portfolio depending upon the
investment portfolio.

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.  Cova provides
performance information in the Appendix and the SAI.  Past performance is not a
guarantee of future results.    
   
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.    
   
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 reserve
the right to put your money in the Money Market Fund during the free look period
and will refund the greater of your original payment (less any withdrawals) or
the value of your contract.     

     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?  The 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


COVA  VARIABLE  ANNUITY  ACCOUNT  ONE  FEE  TABLE

OWNER  TRANSACTION  EXPENSES
Withdrawal  Charge  (see  Note  2  below) 5%  of  purchase  payment  withdrawn

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

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

AIM VARIABLE INSURANCE FUNDS, INC.
    
<S>                                     <C>                  <C>                     <C>
                                        Management                                   Total Annual           
                                        Fees                 Other Expenses          Portfolio Expenses
                                        -----------          ---------------------  --------------------

Managed by A I M Advisors, Inc.
 
    AIM V.I. Capital Appreciation Fund+     .63%                      .05%                .68%
    AIM V.I. International Equity Fund+     .75%                      .18%                .93%
    AIM V.I. Value Fund+                    .62%                      .08%                .70%

+ A I M Advisors, Inc. ("AIM") may from time to time voluntarily waive or reduce 
its respective fees.  Effective May 1, 1998, the Funds reimburse AIM in an amount 
up to 0.25% of the average net asset value of each Fund, for expenses incurred
in providing or assuring that participating insurance companies provide, certain
administrative services.  Currently the fee only applies to the average net asset
value of each Fund in excess of the net asset value of each fund as calculated 
on April 30, 1998. 

</TABLE>

<TABLE>
<CAPTION>
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
<S>                                         <C>                  <C>                    <C>
                                                                                        Total Annual
                                                                 Other Expenses         Portfolio Expenses
                                            Management                                                  
                                            Fees                                                           
                                            -----------          ---------------------  -----------------

Managed by Alliance Capital
Management L.P.

    Premier Growth Portfolio*                 1.00%                     .08%                  1.08%
    Real Estate Investment Portfolio**/***       0%                     .95%                   .95%

<FN>
* The adviser to the Fund discontinued the expense reimbursement with respect to the
Premier Growth Portfolio effective May 1, 1998.

**The expenses shown with respect to the Real Estate Investment Portfolio are net of 
voluntary reimbursements.  Expenses have been capped at .95% annually and the adviser 
to the Fund intends to continue such reimbursements for the foreseeable future.  The 
estimated expenses for the Real Estate Investment Portfolio, before reimbursement, 
are: .90% management fees and 1.41% for other expenses.  

***Annualized.  
</FN>
</TABLE>

   
<TABLE>
<CAPTION>
COVA SERIES TRUST
<S>                                <C>                  <C>                    <C>
                                                                               
                                                                               Total Annual
                                                        Other Expenses         Portfolio
                                   Management           (after expense         (after expense
                                   Fees                  reimbursement)(1)     reimbursement)(1)
                                   -----------          ---------------------  -----------------

Managed by J.P. Morgan
Investment Management Inc.
  Select Equity Portfolio                 .75%                           .10%           .85%
  Small Cap Stock Portfolio               .85%                           .10%           .95%
  International Equity Portfolio          .85%                           .10%           .95%
  Quality Bond Portfolio                  .55%                           .10%           .65%
  Large Cap Stock Portfolio               .65%                           .10%           .75%

Managed by Lord, Abbett & Co.
  Bond Debenture Portfolio                .75%                           .10%           .85%
  Mid Cap Value Portfolio*               1.00%                           .10%          1.10%
  Large Cap Research Portfolio*          1.00%                           .10%          1.10%
  Developing Growth Portfolio*            .90%                           .10%          1.00%
  Lord Abbett Growth and Income          
     Portfolio**                          .65%                           .10%           .75%
- ---------------------------------  -----------           ---------------------  -------------

<FN>
(1)  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, 
the percentages shown  for  total annual  portfolio expenses (on an annualized basis) 
for the year  or  period ended December 31, 1997 would have been 1.00% for the Select 
Equity Portfolio, 1.39% for the  Small Cap Stock Portfolio, 1.53% for the International 
Equity Portfolio, 1.08% for  the  Quality  Bond Portfolio, 1.08% for the Large Cap Stock 
Portfolio, 1.07%  for  the  Bond  Debenture  Portfolio, 8.41% for the Mid-Cap Value
Portfolio, 10.04% for the Large Cap Research Portfolio and 9.00% for the Developing 
Growth Portfolio.

* Annualized.  The Portfolio commenced investment operations on August 20, 1997.
** Estimated.   The Portfolio has not commenced investment operations yet.
</FN>
</TABLE>
    


<TABLE>
<CAPTION>
GENERAL AMERICAN CAPITAL COMPANY

                                        Management                                   Total Annual           
                                        Fees                 Other Expenses          Portfolio Expenses
                                        -----------          ---------------------  --------------------

Managed by Conning Asset
Management Company
    
<S>                                       <C>                       <C>                   <C>  
    Money Market Fund                     .125%                     .08%                  .205%
</TABLE>

<TABLE>
<CAPTION>

GOLDMAN SACHS VARIABLE INSURANCE TRUST


                                                                                     Total Annual           
                                                             Other Expenses          Portfolio Expenses
                                        Management           (after expense          (after expense
                                        Fees                 reimbursement)*         reimbursement)*
                                        -----------          ---------------------  --------------------

Managed by Goldman Sachs Asset 
Management

<S>                                        <C>                       <C>                 <C> 
   Goldman Sachs Growth and Income Fund    .75%                      .15%                .90%

Managed by Goldman Sachs Asset 
Management International

   Goldman Sachs International 
    Equity Fund                           1.00%                      .25%               1.25%

   Goldman Sachs Global Income Fund        .90%                      .15%               1.05%

<FN>
*The investment advisers have voluntarily agreed to reduce or limit certain "Other 
Expenses" of such Funds (excluding management fees, taxes, interest and brokerage
fees and litigation, indemnification and other extraordinary expenses) to the
extent such expenses exceed the amounts set forth above under "Other Expenses".  
The reductions or limits, if any, are calculated monthly on a non-cumulative 
basis and may be discontinued or modified by the investment advisers in their
discretion at any time.
</FN>
</TABLE>

<TABLE>
<CAPTION>
INVESTORS FUND SERIES
<S>                                     <C>                  <C>                     <C>

                                        Management                                   Total Annual           
                                        Fees                 Other Expenses          Portfolio Expenses
                                        -----------          ---------------------  --------------------

Managed by Scudder Kemper 
 Investments, Inc.

    Kemper Small Cap Value Portfolio       .75%                     .09%                    .84%
    Kemper Government Securities Portfolio .55%                     .09%                    .64%
    Kemper Small Cap Growth Portfolio      .65%                     .06%                    .71%
</TABLE>


<TABLE>
<CAPTION>
LIBERTY VARIABLE INVESTMENT TRUST
<S>                                     <C>                  <C>                    <C>

                                        Management                                   Total Annual           
                                        Fees                 Other Expenses          Portfolio Expenses
                                        -----------          ---------------------  --------------------

Managed by Newport Fund
Management Inc.

    Newport Tiger, Variable Series        .90%                      .37%                  1.27%


LORD ABBETT SERIES FUND, INC.

                                                                   
                                            Management   12b-1                          Total Annual
                                            Fees          Fees    Other Expenses        Portfolio Expenses
                                            ----------   -----    ---------------      -------------------

Managed by Lord, Abbett & Co.
    
    Growth and Income Portfolio*              .50%        .15%         .02%                 .67%
   
<FN>
*The Growth and Income Portfolio of Lord Abbett Series Fund, Inc. has a 12b-1
plan which provides for payments to Lord, Abbett & Co. for remittance to a
life insurance company for certain distribution expenses (see the Fund
Prospectus).  The 12b-1 plan provides that such remittances, in the aggregate,  
will not exceed .15%, on an annual basis, of the daily net asset value of
shares of the Growth and Income Portfolio. For the year ending December 31,
1998, the 12b-1 fees are estimated to be .15%.  The examples below for this
Portfolio reflect the 12b-1 fees estimated.
</FN>  
</TABLE>
    

<TABLE>
<CAPTION>
MFS VARIABLE INSURANCE TRUST
<S>                                        <C>                   <C>                    <C>

                                                                                        Total Annual
                                                                 Other Expenses         Portfolio Expenses
                                            Management           (after expense         (after expense
                                            Fees                  reimbursement)*       reimbursement)*
                                            -----------          ---------------------  -------------------


Managed by Massachusetts Financial
Services Company

    MFS Emerging Growth Series                 .75%                     .12%                 .87%
    MFS Research Series                        .75%                     .13%                 .88%
    MFS Growth With Income Series              .75%                     .25%                1.00%
    MFS High Income Series                     .75%                     .25%                1.00%
    MFS World Governments Series               .75%                     .25%                1.00%
    MFS/Foreign & Colonial Emerging 
     Markets Equity Series                    1.25%                     .25%                1.50%

<FN>
*The adviser has agreed to bear expenses for the Series, subject to
reimbursement by the Series, so that the Series' "Other Expenses" do not
exceed .25% annually.  Absent such reimbursement, "Total Annual Portfolio 
Expenses" would be: 1.10% for the MFS Growth With Income
Series; 1.15% for the MFS High Income Series and the MFS World Governments
Series; and are estimated to be 5.92% for the MFS/Foreign & Colonial
Emerging Markets Equity Series.
</FN>
</TABLE>

<TABLE>
<CAPTION>
OPPENHEIMER VARIABLE ACCOUNT FUNDS
<S>                                         <C>                  <C>                    <C>

                                                                                        
                                                                                        Total Annual
                                                                 Other Expenses         Portfolio Expenses
                                            Management                                                
                                            Fees                                                        
                                            -----------          ---------------------  -------------------

Managed by OppenheimerFunds, Inc.

    Oppenheimer High Income Fund              .75%                     .07%                 .82%
    Oppenheimer Bond Fund                     .73%                     .05%                 .78%
    Oppenheimer Growth Fund                   .73%                     .02%                 .75%
    Oppenheimer Growth & Income Fund          .75%                     .08%                 .83%
    Oppenheimer Strategic Bond Fund           .75%                     .08%                 .83%
<FN>
  
</FN>
</TABLE>

<TABLE>
<CAPTION>
PUTNAM VARIABLE TRUST

                                            Management                                  Total Annual
                                            Fees                  Other Expenses        Portfolio Expenses
                                            ----                  --------------        ------------------
 <S>                                         <C>                  <C>                    <C>
Managed by Putnam Investment
Management, Inc.

    Putnam VT Growth and Income Fund          .47%                     .04%                  .51%
    Putnam VT International Growth Fund*      .73%                     .47%                 1.20% 
    Putnam VT International New 
      Opportunities Fund                      .92%                     .68%                 1.60% 
    Putnam VT New Value Fund                  .70%                     .15%                  .85% 
    Putnam VT Vista Fund                      .65%                     .22%                  .87% 

*The management fees and "Other Expenses" shown in the table reflect an expense
limitation.  In the absence of an expense limitation, management fees, "Other
Expenses" and total annual portfolio expenses would have been: .80%, .47% and
1.27% respectively for the Putnam VT International Growth Fund and 1.20%, .68%
and 1.88% respectively for the Putnam VT International New Opportunites Fund.
</TABLE>
   
<TABLE>
<CAPTION>



TEMPLETON VARIABLE PRODUCTS SERIES FUND

                                                                                               
                                        Management                                   Total Annual
                                        Fees                 Other Expenses          Portfolio Expenses
                                        -----------          ---------------------  --------------------

Templeton Developing Markets Fund,
<S>    <C>                                <C>                      <C>                   <C>  
 Class 1 Shares                           1.25%                    .33%                  1.58%

Templeton International Fund,
 Class 1 Shares*                           .69%                    .19%                   .88%

Mutual Shares Investments Fund,
 Class 1 Shares (Estimates)**              .40%                    .60%                  1.00%
<FN>
*Management Fees and Total Annual Portfolio expenses have been restated to 
reflect the management fee schedule approved by shareholders and effective
May 1, 1997.  See fund prospectus for details.  Actual Management Fees and
Total Annual Portfolio Expenses during 1997 were lower.

**The Manager has agreed in advance to waive management fees and make 
certain payments to reduce fund expenses as necessary so that Total Annual
Portfolio Expenses do not exceed 1.00% of the fund's Class 1 net assets
through 1998.  The Manager may end this arrangement without notice at a 
later date.  Estimated Management Fees, Other Expenses and Total Annual
Portfolio Expenses before any waivers would be .60%, .60% and 1.20%,
respectively.
</FN>
</TABLE>
    

EXAMPLES

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

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

   
<TABLE>
<CAPTION>

                                               Time  Periods


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

AIM VARIABLE INSURANCE FUNDS, INC.

    Managed by A I M Advisors, Inc.
                                  
<S>                                            <C>        <C>        
    AIM V.I. Capital Appreciation Fund      (a)$72.09  (a)$113.03    
                                            (b)$22.09  (b)$ 68.03    
    AIM V.I. International Equity Fund      (a)$74.60  (a)$120.57     
                                            (b)$24.60  (b)$ 75.57     
    AIM V.I. Value Fund                     (a)$72.29  (a)$113.63     
                                            (b)$22.29  (b)$ 68.63     


ALLIANCE VARIABLE PRODUCTS SERIES FUND,
INC.

    Managed by Alliance Capital
    Management L.P.

    Premier Growth Portfolio                (a)$76.10  (a)$125.06     
                                            (b)$26.10  (b)$ 80.06      
    Real Estate Investment Portfolio        (a)$74.80  (a)$121.17     
                                            (b)$24.80  (b)$ 76.17     

COVA SERIES TRUST

    Managed by J.P. Morgan Investment
    Management Inc.

    Small Cap Stock Portfolio               (a)$74.80  (a)$121.17     (a)$175.00      (a)$276.23 
                                            (b)$24.80  (b)$ 76.17     (b)$130.00      (b)$276.23
    Large Cap Stock Portfolio               (a)$72.80  (a)$115.15     (a)$164.95      (a)$256.13
                                            (b)$22.80  (b)$ 70.15     (b)$119.95      (b)$256.13
    Select Equity Portfolio                 (a)$73.80  (a)$118.16     (a)$169.99      (a)$266.24
                                            (b)$23.80  (b)$ 73.16     (b)$124.99      (b)$266.24
    International Equity Portfolio          (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 Portfolio                  (a)$71.79  (a)$112.12     (a)$159.89      (a)$245.92
                                            (b)$21.79  (b)$ 67.12     (b)$114.89      (b)$245.92
    
    Managed by Lord, Abbett & Co.

    Bond Debenture Portfolio                (a)$73.80  (a)$118.16     (a)$169.99      (a)$266.24
                                            (b)$23.80  (b)$ 73.16     (b)$124.99      (b)$266.24
    Large Cap Research Portfolio            (a)$76.30  (a)$125.66     
                                            (b)$26.30  (b)$ 80.66   
    Developing Growth Portfolio             (a)$75.30  (a)$122.67     
                                            (b)$25.30  (b)$ 77.67     
    Mid Cap Value Portfolio                 (a)$76.30  (b)$125.66     
                                            (b)$26.30  (b)$ 80.66   
    Lord Abbett Growth & Income Portfolio   (a)$72.80  (a)$115.15
                                            (b)$22.80  (b)$ 70.15


GENERAL AMERICAN CAPITAL COMPANY

   Managed by Conning Asset Management
   Company

   Money Market Fund                        (a)$67.31  (a)$ 98.54     (a)$137.02      (a)$199.08 
                                            (b)$17.31  (b)$ 53.54     (a)$ 92.02      (b)$199.08





GOLDMAN SACHS VARIABLE INSURANCE TRUST:

   Managed by Goldman Sachs Asset 
   Management

   Goldman Sachs Growth and Income Fund     (a)$74.30   (a)$119.67
                                            (b)$24.30   (b)$ 74.67

   Managed by Goldman Sachs Asset 
   Management International

   Goldman Sachs International Equity
    Fund                                    (a)$77.80   (a)$130.14
                                            (b)$27.80   (b)$ 85.14

   Goldman Sachs Global Income Fund         (a)$75.80   (a)$124.17
                                            (b)$25.80   (b)$ 79.17


INVESTORS FUND SERIES

    Managed by Scudder Kemper Investments, Inc.

    Kemper Small Cap Value Portfolio        (a)$73.70  (a)$117.86
                                            (b)$23.70  (b)$ 72.86
    Kemper Government Securities Portfolio  (a)$71.69  (a)$111.82
                                            (b)$21.69  (b)$ 66.82
    Kemper Small Cap Growth Portfolio       (a)$72.39  (a)$113.94
                                            (b)$22.39  (b)$ 68.94

LIBERTY VARIABLE INVESTMENT TRUST

   Managed by Newport Fund Management Inc.

   Newport Tiger, Variable Series           (a)$78.00  (a)$130.73
                                            (b)$28.00  (b)$ 85.73

LORD ABBETT SERIES FUND, INC.

    Managed by Lord, Abbett & Co.          

    Growth and Income Portfolio             (a)$71.99  (a)$112.73
                                            (b)$21.99  (b)$ 67.73

MFS VARIABLE INSURANCE TRUST           

    Managed by Massachusetts Financial
    Services Company

    MFS Emerging Growth Series              (a)$74.00  (a)$118.76
                                            (b)$24.00  (b)$ 73.76
    MFS Research Series                     (a)$74.10  (a)$119.07
                                            (b)$24.10  (b)$ 74.07
    MFS Growth With Income Series           (a)$75.30  (a)$122.67
                                            (b)$25.30  (b)$ 77.67
    MFS High Income Series                  (a)$75.30  (a)$122.67
                                            (b)$25.30  (b)$ 77.67
    MFS World Governments Series            (a)$75.30  (a)$122.67
                                            (b)$25.30  (b)$ 77.67
    MFS/Foreign & Colonial Emerging 
      Markets Equity Series                 (a)$80.29  (a)$137.54
                                            (b)$30.29  (b)$ 92.54

OPPENHEIMER VARIABLE ACCOUNT FUNDS

    Managed by Oppenheimer Funds, Inc.

    Oppenheimer High Income Fund            (a)$73.50  (a)$117.26
                                            (b)$23.50  (b)$ 72.26
    Oppenheimer Bond Fund                   (a)$73.10  (a)$116.05
                                            (b)$23.10  (b)$ 71.05
    Oppenheimer Growth Fund                 (a)$72.80  (a)$115.15 
                                            (b)$22.80  (b)$ 70.15  
    Oppenheimer Growth & Income Fund        (a)$73.60  (a)$117.56 
                                            (b)$23.60  (b)$ 72.56
    Oppenheimer Strategic Bond Fund         (a)$73.60  (a)$117.56 
                                            (b)$23.60  (b)$ 72.56

PUTNAM VARIABLE TRUST

    Managed by Putnam Investment Management, Inc.

    Putnam VT Growth and Income Fund        (a)$70.39  (a)$107.87
                                            (b)$20.39  (b)$ 62.87
    Putnam VT International Growth Fund     (a)$77.30  (a)$128.65
                                            (b)$27.30  (b)$ 83.65
    Putnam VT International New
      Opportunities Fund                    (a)$81.28  (a)$140.49
                                            (b)$31.28  (b)$ 95.49
    Putnam VT New Value Fund                (a)$73.80  (a)$118.16
                                            (b)$23.80  (b)$ 73.16
    Putnam VT Vista Fund                    (a)$74.00  (a)$118.76
                                            (b)$24.00  (b)$ 73.76
TEMPLETON VARIABLE PRODUCTS SERIES FUND

    Managed by Templeton Asset Management
    Ltd.

    Templeton Developing Markets Fund, 
      Class 1 Shares                        (a)$81.08  (a)$139.90
                                            (b)$31.08  (b)$ 94.90

    Managed by Templeton Investment
    Counsel, Inc.

    Templeton International Fund, Class
      1 Shares                              (a)$74.10  (a)$119.07
                                            (b)$24.10  (b)$ 74.07

    Managed by Franklin Mutual Advisers, Inc.
   
    Mutual Shares Investments Fund, 
      Class 1 Shares                        (a)$75.30  (a)$122.67
                                            (b)$25.30  (b)$ 77.67
</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 of 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.    During the accumulation phase, 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.

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 43
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.  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 or any other annuity
option acceptable to Cova. 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 $500 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.
   
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 reserve the
right to put your purchase payment in the Money Market Fund of General 
American Capital Company for 15 days before we allocate  your first purchase
payment to the investment portfolio(s) you have selected. (In some states,
the period  may be longer.) Currently, Cova directly allocates your purchase
payment to the investment portfolios and/or fixed  account you select.     

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 43  investment  portfolios  which  are  listed  below.
Currently, if you are not participating in an asset allocation program, you
can only invest in 15 investment portfolios at any one time.  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.


AIM VARIABLE INSURANCE FUNDS, INC.

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

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

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

Alliance Variable Products Series Fund, Inc. is a mutual fund with multiple
portfolios.  Alliance Capital Management L.P. is the investment adviser to 
each portfolio.  The following portfolios are available under the contract:
 
     Premier Growth Portfolio
     Real Estate Investment Portfolio


COVA SERIES TRUST

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

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

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

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

     Bond Debenture Portfolio
     Large Cap Research Portfolio
     Developing Growth Portfolio
     Mid Cap Value Portfolio
     Lord Abbett Growth & 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.  The following
portfolio is available under the contract:

     Money Market Fund

GOLDMAN SACHS VARIABLE INSURANCE TRUST

Goldman Sachs Variable Insurance Trust is a mutual fund with multiple 
portfolios.  Goldman Sachs Asset Management is the investment adviser for the
Goldman Sachs Growth and Income Fund and Goldman Sachs Asset Management 
International is the investment adviser for the Goldman Sachs International
Equity Fund and Goldman Sachs Global Income Fund.  The following portfolios 
are available under the contract:

     Goldman Sachs Growth and Income Fund
     Goldman Sachs International Equity Fund
     Goldman Sachs Global Income Fund

INVESTORS FUND SERIES

Investors Fund Series is a mutual fund with multiple portfolios. Scudder 
Kemper Investments, Inc. is the investment adviser for the Kemper 
Government Securities Portfolio, the Kemper Small Cap Growth Portfolio and  
the Kemper Small Cap Value Portfolio. The following portfolios are available
under the contract:

     Kemper Small Cap Value Portfolio
     Kemper Government Securities Portfolio
     Kemper Small Cap Growth Portfolio


LIBERTY VARIABLE INVESTMENT TRUST

Liberty Variable Investment Trust is a mutual fund with multiple portfolios. 
Liberty Advisory Services Corp. (LASC) is the investment manager to the
Trust. LASC has engaged Newport Fund Management, Inc. as sub-adviser to
provide  investment advice for the Newport Tiger, Variable Series.  The
following  portfolio is available under the contract:

Newport Tiger, Variable Series (a portfolio investing in equity securities of
companies located in certain countries of Asia).

LORD ABBETT SERIES FUND, INC.

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

     Growth and Income Portfolio

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

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

     Oppenheimer High Income Fund
     Oppenheimer Bond Fund
     Oppenheimer Growth Fund
     Oppenheimer Growth & Income Fund
     Oppenheimer Strategic Bond Fund

PUTNAM VARIABLE TRUST

Putnam Variable Trust is a mutual fund with multiple portfolios.  Putnam
Investment Management, Inc. is the investment adviser to each portfolio.  The
following portfolios are available under the contract:

     Putnam VT Growth and Income Fund
     Putnam VT International Growth Fund
     Putnam VT International New Opportunities Fund
     Putnam VT New Value Fund
     Putnam VT Vista Fund (a stock portfolio)
   
TEMPLETON VARIABLE PRODUCTS SERIES FUND

Templeton Variable Products Series Fund is a mutual fund with multiple 
portfolios.  Each portfolio has two classes of shares: Class 1 and Class
2.  The portfolios available in connection with your contract are Class 1
shares. Templeton Asset Management Ltd. is the investment adviser for the
Templeton Developing Markets Fund, Templeton Investment Counsel, Inc. is
the  investment adviser for the Templeton International Fund and Franklin
Mutual Advisers, Inc. is the investment adviser for the Mutual Shares 
Investments  Fund.  The following portfolios are available under the
contract:

     Templeton Developing Markets Fund, Class 1 Shares
     Templeton International Fund, Class 1 Shares
     Mutual Shares Investments Fund, Class 1 Shares
    

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.

Cova may enter into certain arrangements under which it is reimbursed by the
investment portfolios' advisors, distributors and/or affiliates for the
administrative services which it provides to the portfolios.

TRANSFERS

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

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.

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

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

3.  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.      

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
Dollar Cost Averaging Program is available only during the accumulation
phase.    

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.  There is no additional charge for 
participating 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. The Automatic Rebalancing Program is available only during the
accumulation phase.  There is no additional charge for participating in the 
Automatic Rebalancing Program.  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  cannot  be  increased.

   
Cova  will  not deduct this charge during the accumulation phase 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,
become 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 (confinement must begin after the first 
contract anniversary). 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 and
the investment portfolio expenses.  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, withdrawal  
charges and the investment portfolio expenses.

For periods starting prior to the date the contracts were first offered, the
performance will be based on the historical performance of the corresponding
investment portfolios for the periods commencing from the date on which the
particular investment portfolio was made available through the Separate
Account.  In addition, for certain investment portfolios performance may be
shown for the period commencing from the inception date of the investment
portfolio.  These figures should not be interpreted to reflect actual 
historical  performance of the Separate Account.

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.

The Appendix contains performance information that you may find informative.  
Future performance will vary and results shown are not necessarily 
representative of future results.  

9.    DEATH  BENEFIT

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

1.  Total purchase payments, less 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 greatest of the values resulting from taking the contract value on any
five (5) year contract anniversary prior to the date of your death or the
joint owner's death, plus any payments you made subsequent to that contract
anniversary, less any withdrawals (and any withdrawal charges paid on the
withdrawals) subsequent to that contract anniversary.

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

1.  Total purchase payments, less 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 greatest of the values resulting from taking the contract value on any
prior five (5) year contract anniversary on or before your or the joint 
owner's 80th birthday, plus any purchase payments made after that contract
anniversary, less any withdrawals (and any withdrawal charges paid on the
withdrawals) made after that contract anniversary.

If you have a joint owner, the death benefit is determined based on the age of
the oldest joint owner and the death benefit is payable on the death of the
first joint owner.

The death benefit described above may not be available in your state.  In 
those states where it is not available, the death benefit will be as follows:
    
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);

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

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

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

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

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

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

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 5.75% 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.
    

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
     Federal Tax  Status
     Annuity  Provisions
     Financial  Statements


                                  APPENDIX 

PERFORMANCE INFORMATION

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

PART 1 
   
The contracts are relatively new and therefore have no performance history.  
However, the Separate Account has invested in certain portfolios for some time
and has an investment performance history.  In order to show how the historical
performance of the Separate Account affects the contract's accumulation unit 
values, the following performance was developed.  The information is based upon
the historical experience of the Separate Account and portfolios and is for the
periods shown.  The chart below shows the investment performance of the Separate
Account and the accumulation unit performance calculated by assuming that the
contracts were invested in the Separate Account for the same periods.    

Column A presents performance figures for the accumulation units which reflect
the insurance charges and fees and expenses of each portfolio. Column B presents
performance figures for the accumulation units which reflect the insurance
charges, the contract maintenance charge, the fees and expenses of each
portfolio, and assumes that you make a withdrawal at the end of the period and 
herefore the withdrawal charge is reflected.
   
TOTAL RETURN FOR THE PERIODS ENDED 12/31/97:

<TABLE>
<CAPTION>
<S>                                           <C>                          <C>
                                                    Accumulation Unit Performance
                                              Column A                     Column B
                                             (reflects insurance          (reflects all charges
                                              charges and portfolio        and portfolio
                                              expenses)                    expenses)
                                              -----------------------      ------------------------
                          Separate Account
                          Inception Date                     Since                         Since
Portfolio                 in Portfolio        1 yr   5 yrs   Inception      1 yr   5 yrs   Inception
- ---------                 -----------------   -------------------------     ------------------------                             

COVA SERIES TRUST

Small Cap Stock              5/1/96           19.31%   ---    16.10%        14.12%   ---     13.38%

Large Cap Stock              5/1/96           31.36%   ---    26.87%        26.15%   ---     24.29%

Select Equity                5/1/96           29.67%   ---    21.97%        24.48%   ---     19.33%

International Equity         5/1/96            4.52%   ---     7.14%        (0.64)%  ---      4.31%

Quality Bond                 5/1/96            7.58%   ---     7.42%         2.43%   ---      4.60%

Bond Debenture               5/1/96           14.05%   ---    15.69%         8.87%   ---     12.97%
    
Mid-Cap Value                8/20/97           ---     ---     4.68%         ---     ---     (0.54)%

Large Cap Research           8/20/97           ---     ---    (1.00)%        ---     ---     (6.21)%

Developing Growth            8/20/97           ---     ---     5.28%         ---     ---      0.06%

GENERAL AMERICAN
CAPITAL COMPANY

Money Market                 6/3/96            4.24%   ---     4.18%       (0.91)%   ---      1.13%   

LORD ABBETT SERIES
FUND, INC.

Growth and Income           12/11/89          22.91%  16.28%  14.99%       17.48%   15.25%   14.59%
</TABLE>
    

PART 2
   
The contracts are relatively new and therefore have no performance history.
However, certain portfolios have been in existence for some time and have an
investment performance history.  In order to show how the historical
performance of the portfolios affects the contract's accumulation unit 
values, the following performance was developed.  The information is based
upon the historical experience of the portfolios and is for the periods 
shown.  The chart below shows the investment performance of the portfolios
and the accumulation unit performance calculated by assuming that the
contracts were invested in the  portfolios for the same periods.    

The performance figures in Column A reflect the fees and expenses paid by each
portfolio.  Column B presents performance figures for the accumulation units
which reflect the insurance charges and the fees and expenses of each portfolio.
Column C presents performance figures for the accumulation units which reflect
the insurance charges, the contract maintenance charge, the fees and expenses 
of each portfolio, and assumes that you make a withdrawal at the end of the 
period and therefore the withdrawal charge is reflected.
   
TOTAL RETURN FOR THE PERIODS ENDED 12/31/97:
<TABLE>
<CAPTION>


<S>                                               <C>                     <C>                     <C>
                                           Portfolio Performance        Accumulation       Unit Performance  
                                                  Column A                Column B                Column C
                                                                   (reflects insurance     (reflects all charges
                                                                   charges and             and portfolio expenses)
                                                                   portfolio expenses)
                                       ----------------------     -----------------------  ----------------------
                            Portfolio                 10 yrs or                  10 yrs or                 10 yrs or
                            Inception                 since                      since                     since
Portfolio                     Date     1 yr    5 yrs  inception   1 yr    5 yrs  inception   1 yr   5 yrs  inception
- -----------------          ----------- ------------------------   ------------------------   -----------------------

AIM VARIABLE INSURANCE
FUNDS, INC.
AIM V.I. Capital            5/5/93     13.51%   --     18.65%     12.11%    --    17.25%     7.01%    --     12.65%
Appreciation
AIM V.I. International      5/5/93      6.94%   --     12.91%      5.54%    --    11.51%     0.44%    --      6.91%
Equity
AIM V.I. Value              5/5/93     23.69%   --     19.76%     22.29%    --    18.36%    17.19%    --     13.76% 

ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC.
Premier Growth              6/26/92    33.86%  21.06%  21.72%     32.46%  19.66%  20.32%    27.36%  15.06%   20.22%       
Real Estate Investment      1/9/97      --      --     23.40%       --      --    22.00%      --      --     16.90%        


LIBERTY VARIABLE INVESTMENT
TRUST
Newport Tiger, Variable 
Series                      5/1/95    (31.14)%  --     (4.47)%   (32.54)%   --    (5.87)%  (37.64)%   --    (10.47)%

GENERAL AMERICAN CAPITAL COMPANY
Money Market                10/1/87     5.71%   4.89%   5.99%      4.31%   3.49%   4.59%    (0.79)% (1.11)%   4.49%

INVESTORS FUND SERIES
Kemper Small Cap Value      5/1/96     21.73%   --     13.74%     20.33%    --    12.34%    15.23%    --      7.74%
Kemper Government
Securities                  9/3/87      8.96%   6.61%   7.98%      7.56%   5.21%   6.58%     2.46%   0.61%    6.48%

Kemper Small Cap Growth     5/2/94     34.20%   --     25.83%     32.80%    --    24.43%    27.70%    --     19.83%           

MFS VARIABLE INSURANCE TRUST
MFS Emerging Growth         7/24/95    21.90%   --     23.53%     20.50%    --    22.13%    15.40%    --     17.53%
MFS Research                7/26/95    20.26%   --     22.13%     18.86%    --    20.73%    13.76%    --     16.13%
MFS Growth with Income      10/9/95    29.78%   --     27.61%     28.38%    --    26.21%    23.28%    --     21.61%          
MFS High Income             7/26/95    13.62%   --     12.66%     12.22%    --    11.26%     7.12%    --      6.66%
MFS World Governments       6/14/94    (1.13)%  --      4.92%     (2.53)%   --     3.52%    (7.63)%   --     (1.08)%        
  

OPPENHEIMER VARIABLE ACCOUNT
FUNDS
Oppenheimer High Income     4/30/86    12.21%  13.75%  14.32%     10.81%  12.35%  12.92%     5.71%   7.75%   12.82% 
Oppenheimer Bond            4/3/85      9.25%   8.23%   9.50%      7.85%   6.83%   8.10%     2.75%   2.23%    8.00%
Oppenheimer Growth          4/3/85     26.68%  18.61%  16.67%     25.28%  17.21%  15.27%    20.18%  12.61%   15.17%
Oppenheimer Growth & Income 7/5/95     32.48%   --     37.24%     31.08%    --    35.84%    25.98%    --     31.24%
Oppenheimer Strategic Bond  5/3/93      8.71%   --      7.64%      7.31%    --     6.24%     2.21%    --      1.64%

PUTNAM VARIABLE TRUST
Putnam VT Growth and Income 2/1/88     24.15  18.87%   16.64%     22.75%  17.47%  15.24%    17.65%  12.87%   15.14%
Putnam VT New Value         1/2/97       --     --     17.60%       --      --    16.20%      --      --     11.10%
Putnam VT Vista             1/2/97       --     --     23.21%       --      --    21.81%      --      --     16.71%           
Putnam VT International 
   Growth                   1/2/97       --     --     16.13%       --      --    14.73%      --      --      9.63%            
Putnam VT International New 
   Opportunities            1/2/97       --     --     (0.10)%      --      --    (1.50)%     --      --     (6.60)%               

TEMPLETON VARIABLE PRODUCTS
SERIES FUND
Templeton Developing 
 Markets Fund, Class 1 
 Shares*                    3/1/96    (29.22)%  --    (19.78)%   (30.62)%   --   (21.18)%  (35.72)%   --    (25.78)%   
Templeton International 
 Fund, Class 1 Shares       5/1/92     13.95% 18.71%   15.05%     12.55% 17.31%   13.65%     7.45%  12.71%   13.55%

*Past fee waivers by the portfolio's manager increased its total returns.
</TABLE>
    

================================================================================
                              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 May 1, 1998 for The Annuity Contract issued by Cova.    




                  (Please print or type and fill in all information)




     ---------------------------------------------------------------------------
     Name

     ---------------------------------------------------------------------------
     Address

     ---------------------------------------------------------------------------
     City                                         State               Zip Code

CL-___(_/97)                                                       COVA VA

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

                                    PART A - VERSION B
 
                                        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 6 investment  choices - a fixed account which offers an
interest rate which is guaranteed by Cova,  and 5 investment  portfolios  listed
below.  The 5 investment  portfolios are part of the Russell  Insurance Funds or
General American Capital Company. You can put your money in the fixed account 
and/or any of these investment portfolios.

RUSSELL INSURANCE FUNDS:

     MANAGED BY FRANK RUSSELL
     INVESTMENT MANAGEMENT COMPANY
         Multi-Style Equity
         Aggressive Equity
         Non-U.S.
         Core Bond

GENERAL AMERICAN CAPITAL COMPANY:

     MANAGED BY CONNING ASSET
     MANAGEMENT COMPANY
         Money Market

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 May 1, 1998.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
legally a part of the prospectus. The SEC maintains a Web site (http://www.sec.
gov) that contains the SAI, material incorporated by reference, and other 
information regarding registrants that file electronically with the SEC.  The 
Table of Contents of the SAI is on Page __ of this  prospectus.  For a free copy
of the SAI,  call us at (800) 523-1661 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.
   
May 1, 1998

TABLE OF CONTENTS                                                     Page

INDEX OF SPECIAL TERMS                                 

SUMMARY     
FEE TABLE                                              
   
  EXAMPLES                                               

  1. THE ANNUITY CONTRACT                                

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                 

  3. PURCHASE                                            
     Purchase Payments                                   
     Allocation of Purchase Payments                     
     Accumulation Units                                  

  4. INVESTMENT OPTIONS                                  
     Russell Insurance Funds                             
     General American Capital Company                   
     Transfers                                           
     Dollar Cost Averaging Program                       
     Automatic Rebalancing Program                       
     Approved Asset Allocation Programs                  
     Voting Rights                                       
     Substitution                                        

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

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

  7. ACCESS TO YOUR MONEY                                
     Systematic Withdrawal Program                       

  8. PERFORMANCE                                         

  9. DEATH BENEFIT                                       
     Upon Your Death                                     
     Death of Annuitant                                  

10. OTHER INFORMATION                                    
     Cova                                                
     The Separate Account                                
     Distributor                                         
     Ownership                                           
     Beneficiary                                         
     Assignment                                          
     Suspension of Payments or Transfers                 
     Financial Statements                                
    
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION                                   

APPENDIX
Performance Information                                  

INDEX OF SPECIAL TERMS

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

                                                          Page

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

SUMMARY

THE SECTIONS IN THIS SUMMARY CORRESPOND TO SECTIONS IN THIS PROSPECTUS WHICH
DISCUSS THE TOPICS IN MORE DETAIL.

1. THE ANNUITY CONTRACT. The fixed and variable annuity contract offered by Cova
is a contract  between  you, the 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 5  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 5  investment  portfolios  which are listed in
Section 4. These  portfolios  are designed to offer a potentially  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  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. 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  $500  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 Frank Russell
Investment Management Company
Multi-Style Equity
Aggressive Equity
Non-U.S.
Core Bond

Managed by Conning Asset
Management Company
Money Market

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.
During the accumulation phase, 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, if applicable, which ranges from 0% - 4% depending upon the state.

     There are also investment charges which currently range from .205% to 1.30%
of the  average  daily  value of the  investment  portfolio  depending  upon the
investment portfolio.

       

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.  Cova has provided
performance  information in the Appendix and the SAI. Past  performance is not a
guarantee of future results.    
   
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.    
   
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 reserve
the right to put your money in the Money Market Fund of General  American
Capital Company during the free-look period and will refund the greater of your
original  payment (less any withdrawals) or the value of your contract.     

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

COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE

OWNER TRANSACTION EXPENSES

Withdrawal Charge (see Note 2 below)
     5% of purchase payment withdrawn

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

Contract Maintenance Charge (see Note 4 below)
     $30 per contract per year

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

                                                                                    Other Expenses          Total Annual
                                                        Management Fees             (after expense            Portfolio
                                                      (after fee waiver)            reimbursement)            Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                       <C>                       <C>
RUSSELL INSURANCE FUNDS*
Managed by Frank Russell
Investment Management Company
       Multi-Style Equity                                   .09%                        .83%                     .92%
       Aggressive Equity                                      0%                       1.25%                    1.25%
       Non-U.S.                                               0%                       1.30%                    1.30%
       Core Bond                                              0%                        .80%                     .80%
- ------------------------------------------------------------------------------------------------------------------------------------

GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
       Money Market                                         .125%                       .08%                    .205%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*The  manager  of  Russell  Insurance  Funds has  voluntarily  agreed to waive a
portion of the  management  fee, up to the full amount of the fee,  equal to the
amount by which the Fund's total operating expenses exceed the amounts set forth
above under "Total Annual  Portfolio  Expenses."  Additionally,  the manager has
voluntarily  agreed to reimburse the Fund for all remaining  expenses  after fee
waivers  which  exceed  the amount  set forth  above for each Fund under  "Total
Annual Portfolio Expenses". Absent such waiver and reimbursement, the management
fees and total  operating  expenses would be .78% and 1.61% for the  Multi-Style
Equity Fund;  .95% and 2.22% for the Aggressive  Equity Fund; .95% and 3.65% for
the Non-U.S. Fund; and .60% and 2.30% for the Core Bond Fund.
</FN>
</TABLE>

<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
- --------------------------------------------------------------------------------
<S>                                               <C>            <C>
RUSSELL INSURANCE FUNDS
Managed by Frank Russell
Investment Management Company
       Multi-Style Equity                         (a)  $74.50     (a) $120.27
                                                  (b)  $24.50     (b) $ 75.27
       Aggressive Equity                          (a)  $77.80     (a) $130.14
                                                  (b)  $27.80     (b) $ 85.14
       Non-U.S.                                   (a)  $78.30     (a) $131.62
                                                  (b)  $28.30     (b) $ 86.62
       Core Bond                                  (a)  $73.30     (a) $116.65
                                                  (b)  $23.30     (b) $ 71.65
- --------------------------------------------------------------------------------
GENERAL AMERICAN CAPITAL COMPANY
Managed by Conning Asset
Management Company
       Money Market                               (a)  $67.31     (a) $ 98.54
                                                  (b)  $17.31     (b) $ 53.54
- --------------------------------------------------------------------------------
</TABLE>

EXPLANATION OF FEE TABLE AND EXAMPLES

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

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 5
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.  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 or any annuity option
acceptable to Cova.  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 $500 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.
   
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 reserve the right to put your  purchase
payment in the Money  Market  Fund of General  American  Capital Company  for 15
days before we allocate  your  first  purchase  payment to the investment
portfolio(s) you have selected.  (In some  states,  the period may be longer.)
Currently, Cova directly allocates your purchase payment to the investment 
portfolios and/or fixed account you select.     

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 Multi-Style Equity Fund. When the New
   York Stock Exchange closes on that Monday,  we determine that the value of an
   accumulation  unit for the Multi-Style  Equity Fund 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 Multi-Style Equity Fund.

4.   INVESTMENT OPTIONS

The Contract offers 5 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.

RUSSELL INSURANCE FUNDS

Russell  Insurance  Funds is  managed  by Frank  Russell  Investment  Management
Company.  Russell  Insurance Funds is a mutual fund with four  portfolios,  each
with its own investment objective.  The following portfolios are available under
the contract:

  Multi-Style Equity Fund
  Aggressive Equity Fund
  Non-U.S. Fund
  Core Bond Fund

GENERAL AMERICAN CAPITAL COMPANY

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

  Money Market Fund


Cova may enter into certain arrangements under which it is reimbursed by the 
investment portfolios' advisors, distributors and/or affiliates for the
administrative services which it provides to the portfolios.

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

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.

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

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

3.   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.    

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 Dollar Cost Averaging
Program is available only during the accumulation phase.    

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.  There is no additional charge for participating
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.
The Automatic Rebalancing Program is available only during the accumulation 
phase. There is no additional  charge for  participating  in the Automatic  
Rebalancing Program. 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  Core  Bond  Fund and 60% to be in the
   Multi-Style Equity Fund. 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 Core  Bond  Fund  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 Core Bond Fund to bring its value  back to 40% and use the money
   to buy more units in the  Multi-Style  Equity Fund 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 cannot be increased.
   
Cova will not deduct this charge during the accumulation phase, 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,
become 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 (confinement must begin after the first contract anniversary).
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 and the
expenses of the investment  portfolio.  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,  withdrawal charges and
the expenses of the investment portfolio.

For periods  starting prior to the date the contracts  were first  offered,  the
performance  will be based on the  performance of the  corresponding  investment
portfolios  for the  periods  commencing  from the date on which the  particular
investment  portfolio  was made  available  through  the  Separate  Account.  In
addition,  for certain  investment  portfolios  performance may be shown for the
period  commencing  from the inception date of the investment  portfolio.  These
figures should not be interpreted to reflect actual historical performance of
the Separate Account.

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.

The Appendix  contains  performance  information that you may find  informative.
Future   performance   will  vary  and   results   shown  are  not   necessarily
representative of future results.

9.   DEATH BENEFIT

UPON YOUR DEATH

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

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

1.  Total purchase payments, less 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 greatest of the values resulting from taking the contract value on any
five (5) year contract anniversary prior to the date of your death or the joint
owner's death, plus any payments you made subsequent to that contract 
anniversary, less any withdrawals (and any withdrawal charges paid on the
withdrawals) subsequent to that contract anniversary.

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

1. Total purchase payments less 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 greatest of the values resulting from taking the contract value on any 
prior five (5) year contract anniversary on or before your or the joint owner's
80th birthday, plus any purchase payments made after that contract anniversary,
less any withdrawals (and any withdrawal charges paid on the withdrawals) made
after that contract anniversary.

If you have a joint owner, the death benefit is determined based on the age of
the oldest joint owner and the death benefit is payable on the death of the
first joint owner.

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

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);

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

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

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

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

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

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

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 5.75% 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. 

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
     Federal Tax Status
     Annuity Provisions
     Financial Statements

APPENDIX
PERFORMANCE INFORMATION

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

PART 1

   
The contracts are relatively new and therefore have no performance  history.
However, the Separate  Account  has  invested in the Money  Market  Fund of
General  American Capital  Company for some time and has an  investment
performance  history.  In order to show how the historical performance of the
Separate Account affects the contract's  accumulation unit values,  the
following  performance was developed. The information is based upon the 
historical  experience of the Separate Account and the Money  Market Fund and is
for the periods  shown.  The chart below shows the investment performance of the
Separate Account and the  accumulation  units performance calculated by assuming
that the contracts were invested in the Separate Account for the same periods.
    

Column A presents  performance  figures for the  accumulation  units which
reflect the insurance  charges and the fees and expenses of the portfolio.
Column B 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.
   
TOTAL RETURN FOR THE PERIODS ENDED 12/31/97:
<TABLE>
<CAPTION>
                                                             Accumulation Unit Performance
                                                    Column A                   Column B
                                                   (reflects insurance        (reflects all charges
                                                    charges and                and portfolio
                                                    portfolio expenses         expenses)
- -------------------------------------------------------------------------------------------------------
                           Separate Account
                           Inception Date                    since                       since
Portfolio                  in Portfolio           1 yr       inception         1 yr      inception
- -------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>        <C>                 <C>        <C>    
GENERAL AMERICAN
CAPITAL COMPANY

   Money Market             6/3/96                 4.24%      4.18%           (0.91)%      1.13%
</TABLE>
    

APPENDIX - PERFORMANCE INFORMATION (CONTINUED)

PART 2

   
The contracts are relatively new and therefore have no performance  history.
However,  the portfolios of Russell Insurance Funds and the Money Market
Fund of General American Capital Company have been in existence for some
time and have an investment performance history.  In order to show  how the  
historical performance of the portfolios  affects the contract's accumulation
unit values, the following  performance  was  developed.  The  information  is
based upon the historical  experience of the portfolios and is for the periods
shown. The chart below shows the investment  performance  of the portfolios and
the  accumulation unit performance  calculated by assuming that the contracts
were invested in the portfolios for the same periods.    

The  performance  figures in Column A reflect the fees and expenses paid by each
portfolio.  Column B presents  performance  figures for the  accumulation  units
which reflect the insurance charges and the fees and expenses of each portfolio.
Column C presents  performance  figures for the accumulation units which reflect
the insurance charges, the contract maintenance charge, the fees and expenses of
each portfolio,  and assumes that you make a withdrawal at the end of the period
and therefore the withdrawal charge is reflected.
   
TOTAL RETURN FOR THE PERIODS ENDED 12/31/97:    
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                         Accumulation Unit Performance
                                                                                      Column B                   Column C
                                                                                 (reflects insurance       (reflects all charges
                                                   Portfolio Performance            charges and                and portfolio
                                                         Column A                portfolio expenses)             expenses)
- ------------------------------------------------------------------------------------------------------------------------------------
                                Portfolio                   10 yrs or                     10 yrs or                      10 yrs or
                                Inception                   since                         since                          since
Portfolio                       Date        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>      <C>
RUSSELL INSURANCE FUNDS

   Multi-Style Equity           1/2/97       - -    - -      28.53%         - -    - -     27.13%        - -     - -      22.03%

   Aggressive Equity            1/2/97       - -    - -      35.07%         - -    - -     33.67%        - -     - -      28.57%

   Non-U.S.                     1/2/97       - -    - -       0.30%         - -    - -     (1.10)%       - -     - -      (6.20)%

   Core Bond                    1/2/97       - -    - -       9.73%         - -    - -      8.33%        - -     - -       3.23%

GENERAL AMERICAN CAPITAL COMPANY

   Money Market                10/1/87     5.71%   4.89%      5.99%        4.31%   3.49%    4.59%       (0.79)% (1.11)%    4.49%
- ------------------------------------------------------------------------------------------------------------------------------------
</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
May 1, 1998, for The Annuity Contract issued by Cova.    

           (Please print or type and fill in all information)

 Name

 ................................................................................

 Address

 ................................................................................


 ................................................................................
 City                                            State                  Zip Code
  
 CL-2093 (       )                              COVA VA


                                       PART B


                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by

                        COVA VARIABLE ANNUITY ACCOUNT ONE
                                    
                                       AND

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                    

   
THIS  IS NOT A PROSPECTUS.  THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS DATED May 1, 1998,  FOR THE INDIVIDUAL
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.

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

 THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED MAY 1, 1998.     


                              TABLE OF CONTENTS



Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION
Reduction or Elimination of the Withdrawal Charge

PERFORMANCE INFORMATION
Total Return
Historical Unit Values
Reporting Agencies

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

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

FINANCIAL STATEMENTS




                                   COMPANY

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

General  American  is  a  St.  Louis-based  mutual company with more than $300
billion   of life insurance in force and approximately $24 billion in assets. 
It provides life and health insurance, retirement plans, and related financial
services to individuals and groups. 

   
                                   EXPERTS

The consolidated balance sheets of the Company as of December 31, 1997 and 1996,
and the related  consolidated  statements of income,  shareholder's  equity, and
cash flows for the years ended  December 31, 1997 and 1996, and the periods from
June 1, 1995 to December 31, 1995 and January 1, 1995 to May 31,  1995,  and the
statement of assets and  liabilities of the Separate  Account as of December 31,
1997, and the related statement of operations for the year or period then ended,
the  statements of changes in contract  owners'  equity for each of the years or
periods presented, and the financial highlights for each of the years or periods
presented,  have been included  herein in reliance upon the reports of KPMG Peat
Marwick LLP,  independent  certified  public  accountants,  appearing  elsewhere
herein,  and upon the  authority  of said  firm as  experts  in  accounting  and
auditing.  The report of KPMG Peat Marwick LLP covering the Company's  financial
statements referred to above contains an explanatory paragraph stating that as a
result of its 1995 acquisition,  the consolidated  financial information for the
periods  subsequent to the  acquisition  is presented on a different  cost basis
than for the period prior to the acquisition and, therefore, is not comparable.

    

                                LEGAL OPINIONS
   
Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice on
certain matters relating to the federal securities and income tax laws in 
connection with the Contracts.    

                                 DISTRIBUTION

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

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

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

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

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

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

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

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

                           PERFORMANCE INFORMATION

Total Return

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

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

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

                                         n
                               P (1  + T)  =  ERV

Where:

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


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

Owners  should  note  that the investment results of each investment portfolio
will  fluctuate  over time, and any presentation of the investment portfolio's
total  return  for  any period should not be considered as a representation of
what  an  investment  may  earn  or what an Owner's total return may be in any
future period.
   
The Contracts are relatively new and therefore have no performance  history.
However,  the Separate Account and certain Portfolios have been in existence 
for sometime and consequently have an investment performance history. In order
to show how the historical investment performance of the Separate Account and
the Portfolios affect accumulation unit values,  performance information was
developed.  The information is based upon the historical experience of the
Separate Account and the Portfolios and is for the periods shown. The prospectus
contains a chart of performance information.    

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

Historical Unit Values

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

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

Reporting Agencies

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

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

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

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


                                FEDERAL TAX STATUS

GENERAL

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

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

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

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

DIVERSIFICATION

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

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

The  Code  provides  that,  for  purposes  of  determining  whether or not the
diversification  standards  imposed  on  the  underlying  assets  of  variable
contracts  by  Section  817(h)  of the Code have been met, "each United States
government agency or instrumentality shall be treated as a separate issuer."

The   Company  intends that all investment portfolios underlying the Contracts
will  be  managed  in  such  a  manner as to comply with these diversification
requirements.

The  Treasury Department has indicated that the diversification Regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments  of the Separate Account will cause the Owner to be treated as the
owner  of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Contract. At this time it cannot be determined
whether  additional  guidance  will  be  provided  and  what  standards may be
contained in such guidance.

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

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

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

MULTIPLE CONTRACTS

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

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

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

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

QUALIFIED PLANS

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

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

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

a.     H.R. 10 Plans

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

b.     Tax-Sheltered Annuities

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

c.     Individual Retirement Annuities

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

   

     Roth IRAs

Beginning in 1998, individuals may purchase a new type of non-deductible IRA,
known as a Roth IRA.  Purchase payments for a Roth IRA are limited to a
maximum of $2,000 per year.  Lower maximum limitations apply to individuals
with adjusted gross incomes between $95,000 and $110,000 in the case of
single taxpayers, between $150,000 and $160,000 in the case of married
taxpayers filing joint returns, and between $0 and $10,000 in the case of
married taxpayers filing separately.  An overall $2,000 annual limitation
continues to apply to all of a taxpayer's  IRA contributions, including Roth
IRA and non-Roth IRAs.

Qualified distributions from Roth IRAs are free from federal income tax.  A
qualified distribution requires that an individual has held the Roth IRA
for at least five years and, in addition, that the distribution is made
either after the individual reaches age 59 1/2, on the individual's death or
disability, or as a qualified first-time home purchase, subject to a $10,000
lifetime maximum, for the individual, a spouse, child, grandchild, or
ancestor.  Any distribution which is not a qualified distribution is taxable
to the extent of earnings in the distribution.  Distributions are treated as
made from contributions first and therefore no distributions are taxable
until distributions exceed the amount of contributions to the Roth IRA.  The
10% penalty tax and the regular IRA exceptions to the 10% penalty tax apply
to taxable distributions from a Roth IRA.

Amounts may be rolled over from one Roth IRA to another Roth IRA. Furthermore,
an individual may make a rollover contribution from a non-Roth IRA to a Roth
IRA, unless the individual has adjusted gross income over $100,000 or the
individual is a married taxpayer filing a separate return.  The individual
must pay tax on any portion of the IRA being rolled over that represents 
income or a previously deductible IRA contribution.  However, for rollovers
in 1998, the individual may pay that tax ratably over the four taxable year
period beginning with tax year 1998.

Purchasers of Contracts to be qualified as a Roth IRA should obtain competent
tax advice as to the tax treatment and suitability of such an investment.
    

d.     Corporate Pension and Profit-Sharing Plans

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

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In  the  case of a withdrawal under a Qualified Contract, a ratable portion of
the  amount  received  is  taxable,  generally  based  on  the  ratio  of  the
individual's    cost   basis  to  the individual's total accrued benefit under
the  retirement  plan.    Special  tax  rules  may  be  available  for certain
distributions  from  a Qualified Contract. Section 72(t) of the Code imposes a
10%  penalty  tax on  the  taxable  portion of any distribution from qualified
retirement  plans,  including    Contracts  issued  and  qualified  under Code
Sections 401 (H.R. 10 and Corporate  Pension and Profit-Sharing Plans), 403(b)
(Tax-Sheltered  Annuities) and  408(b)  (Individual  Retirement Annuities). To
the  extent amounts are not includible  in gross income because they have been
rolled  over  to  an IRA or to another eligible Qualified Plan, no tax penalty
will  be  imposed.  The  tax  penalty    will  not  apply  to  the  following
distributions:  (a)  if distribution is made on or after the date on which the
Owner  or  Annuitant  (as  applicable)  reaches   age 59 1/2; (b) 
distributions following  the  death or disability of the Owner  or Annuitant 
(as applicable) (for  this  purpose disability is as defined in Section 72(m)
(7) of the Code); (c)  after  separation  from  service,  distributions that
are  part  of substantially equal periodic payments made not less  frequently
than annually for  the life (or life expectancy) of the Owner or  Annuitant  
(as applicable) or the joint lives (or joint life expectancies) of such Owner 
or Annuitant (as applicable)  and his or her designated Beneficiary;  (d)  
distributions  to an Owner or Annuitant (as applicable) who has  separated  
from  service  after he has  attained  age  55;  (e)  distributions made to 
the Owner or Annuitant (as applicable)  to  the  extent  such  distributions  
do  not  exceed  the amount allowable as a deduction under Code Section  213 
to the Owner or Annuitant (as applicable)  for  amounts  paid during the  
taxable year for medical care; (f) distributions made to an alternate payee
pursuant to a qualified domestic relations order;(g) distributions from 
an Individual Retirement Annuity for the purchase of medical insurance (as 
described in Section 213(d)(1)(D) of the Code) for the Owner or Annuitant (as 
applicable) and his or her spouse and dependents if the Owner or Annuitant 
(as applicable) has received unemployment compensation for at least 12 weeks 
(this exception will no longer apply after the Owner or Annuitant (as 
applicable) has been re-employed for at least 60 days); (h) distributions from
an Individual Retirement Annuity made to the Owner or Annuitant (as applicable)
to the extent such distributions do not exceed the qualified higher education
expenses (as defined in Section 72(t)(7) of the Code) of the Owner or Annuitant
(as applicable) for the taxable year; and (i) distributions from an Individual
Retirement Annuity made to the Owner or Annuitant (as applicable) which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8)
of the Code). The exceptions stated in (d) and (f) above do not apply in  the
case of an Individual Retirement Annuity. The exception stated in (c) above
applies to an Individual Retirement Annuity  without the requirement that there
be a separation from service.

Generally, distributions from a qualified plan must begin no later than April 
1st of the calendar  year  following the later of (a) the year in which the 
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires.  The date  set  forth  in (b) does not  apply  to an  Individual  
Retirement  Annuity.  Required  distributions  must be over a period not 
exceeding the life expectancy of the individual or the joint lives or life 
expectancies of the individual and his or her designated beneficiary. If the
required minimum distributions are not made, a 50% penalty tax is imposed as to
the amount not distributed.

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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

                              ANNUITY PROVISIONS

VARIABLE ANNUITY

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

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

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



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

FIXED ANNUITY

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

ANNUITY UNIT

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

NET INVESTMENT FACTOR

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

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

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

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

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

MORTALITY AND EXPENSE GUARANTEE

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

                             FINANCIAL STATEMENTS

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


COVA VARIABLE ANNUITY
ACCOUNT ONE

Financial Statements

December 31, 1997

(With Independent Auditors' Report Thereon)



                          Independent Auditors' Report


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

We have  audited the  accompanying  statement of assets and  liabilities  of the
Quality Income,  Money Market,  High Yield, Stock Index, Growth and Income, Bond
Debenture,  Developing Growth, Large Cap Research,  Mid-Cap Value, Quality Bond,
Small Cap Stock, Large Cap Stock, Select Equity,  International Equity, Balanced
Portfolio,  Small Cap  Equity,  Equity  Income,  and Growth  and  Income  Equity
sub-accounts  (investment  options  within the Cova Series Trust) and the Growth
and Income  sub-account  (investment  option within the Lord Abbett Series Fund,
Inc.) and the Money Market  sub-account  (investment  option  within the General
American Capital Company) of Cova Variable Annuity Account One of Cova Financial
Services Life Insurance Company (the Separate Account), as of December 31, 1997,
and the related  statement of operations for the year or period then ended,  the
statements  of  changes  in  contract  owners'  equity  for each of the years or
periods presented, and the financial highlights for each of the years or periods
presented.   These  financial   statements  and  financial  highlights  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December  31,  1997,  by  correspondence  with  transfer  agents.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
sub-accounts  of Cova Variable  Annuity  Account One of Cova Financial  Services
Life  Insurance  Company as of December 31, 1997,  the results of its operations
for the year or period then ended,  the changes in its contract  owners'  equity
for each of the years or periods  presented,  and the financial  highlights  for
each of the years or periods  presented,  in conformity with generally  accepted
accounting principles.



Chicago, Illinois
February 20, 1998







<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Assets and Liabilities

December 31, 1997

(In thousands of dollars)

- ----------------------------------------------------------------------------------------------------------------------------
                                                    Assets
- ----------------------------------------------------------------------------------------------------------------------------

Investments:
   Cova Series Trust:
      Quality Income Portfolio - 4,505,192 shares at a net asset value of $10.90 per share
<S>           <C>                                                                                              <C>         
        (cost $47,803)                                                                                         $     49,105
      Money Market Portfolio - 21,610,549 shares at a net asset value of $1.00 per share
        (cost $21,611)                                                                                               21,611
      High Yield Portfolio - 3,051,753 shares at a net asset value of $10.90 per share
        (cost $32,420)                                                                                               33,262
      Stock Index Portfolio - 4,206,886 shares at a net asset value of $21.07 per share
        (cost $63,640)                                                                                               88,640
      Growth and Income Portfolio - 2,706,448 shares at a net asset value of $17.05 per share
        (cost $35,262)                                                                                               46,149
      Bond Debenture Portfolio - 4,195,836 shares at a net asset value of $12.11 per share
        (cost $48,864)                                                                                               50,822
      Developing Growth Portfolio -148,362 shares at a net asset value of $10.55 per share
        (cost $1,558)                                                                                                 1,565
      Large Cap Research Portfolio -124,489 shares at a net asset value of $9.91 per share
        (cost $1,227)                                                                                                 1,233
      Mid-Cap Value Portfolio - 194,149 shares at a net asset value of $10.48 per share
        (cost $1,995)                                                                                                 2,035
      Quality Bond Portfolio - 1,536,461 shares at a net asset value of $10.40 per share
        (cost $15,801)                                                                                               15,987
      Small Cap Stock Portfolio - 4,057,416 shares at a net asset value of $13.10 per share
        (cost $46,648)                                                                                               53,171
      Large Cap Stock Portfolio - 1,588,261 shares at a net asset value of $13.85 per share
        (cost $19,135)                                                                                               21,990
      Select Equity Portfolio - 6,950,455 shares at a net asset value of $13.97 per share
        (cost $83,547)                                                                                               97,067
      International Equity Portfolio - 5,437,189 shares at a net asset value of $11.47 per share
        (cost $61,064)                                                                                               62,373
      Balanced Portfolio - 38,606 shares at a net asset value of $10.39 per share
        (cost $401)                                                                                                     401
      Small Cap Equity Portfolio - 26,146 shares at a net asset value of $10.42 per share
        (cost $277)                                                                                                     272
      Equity Income Portfolio - 50,388 shares at a net asset value of $11.05 per share
         (cost $536)                                                                                                    557
      Growth and Income Equity Portfolio - 122,207 shares at a net asset value of $10.71 per share
        (cost $1,291)                                                                                                 1,309
   Lord Abbett Series Fund, Inc. Growth and Income Portfolio - 24,988,059 shares
      at a net asset value of $19.51 per share (cost $399,658)                                                      487,519
   General American Capital Company Money Market Portfolio - 182,049 shares
      at a net asset value of $18.23 per share (cost $3,272)                                                          3,318
- ----------------------------------------------------------------------------------------------------------------------------

Total assets                                                                                                   $  1,038,386
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to financial statements.




<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Assets and Liabilities

December 31, 1997

(In thousands of dollars)

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

                                                 LIABILITIES

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

Liabilities:

<S>                                                                                                            <C>         
   Trust Quality Income                                                                                        $          2
   Trust Money Market                                                                                                     1
   Trust High Yield                                                                                                       1
   Trust Stock Index                                                                                                      3
   Trust Growth and Income                                                                                                2
   Trust Bond Debenture                                                                                                   2
   Trust Quality Bond                                                                                                     1
   Trust Small Cap Stock                                                                                                  2
   Trust Large Cap Stock                                                                                                  1
   Trust Select Equity                                                                                                    4
   Trust International Equity                                                                                             2
   Fund Growth and Income                                                                                                19
- ----------------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                                                        40

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

Contract owners' equity:
   Accumulation phase:

      Trust Quality Income - 2,931,053 accumulation units at $16.716329 per unit                                     48,997
      Trust Money Market - 1,742,444 accumulation units at $12.375226 per unit                                       21,563
      Trust High Yield - 1,409,290 accumulation units at $23.571992 per unit                                         33,220
      Trust Stock Index - 3,547,220 accumulation units at $24.963514 per unit                                        88,552
      Trust Growth and Income - 2,198,250 accumulation units at $20.978325 per unit                                  46,115
      Trust Bond Debenture - 3,945,097 accumulation units at $12.881792 per unit                                     50,820
      Trust Developing Growth - 148,658 accumulation units at $10.527554 per unit                                     1,565
      Trust Large Cap Research - 124,559 accumulation units at $9.899560 per unit                                     1,233
      Trust Mid-Cap Value - 194,386 accumulation units at $10.467957 per unit                                         2,035
      Trust Quality Bond - 1,433,081 accumulation units at $11.155126 per unit                                       15,986
      Trust Small Cap Stock - 3,940,243 accumulation units at $13.491466 per unit                                    53,159
      Trust Large Cap Stock - 1,473,929 accumulation units at $14.889462 per unit                                    21,946
      Trust Select Equity - 6,903,606 accumulation units at $14.053502 per unit                                      97,020
      Trust International Equity - 5,440,592 accumulation units at $11.462435 per unit                               62,362
      Trust Balanced - 38,079 accumulation units at $10.531920 per unit                                                 401
      Trust Small Cap Equity - 26,148 accumulation units at $10.418047 per unit                                         272
      Trust Equity Income - 49,725 accumulation units at $11.194166 per unit                                            557
      Trust Growth and Income Equity - 121,673 accumulation units at $10.756082 per unit                              1,309
      Fund Growth and Income - 15,788,404 accumulation units at $30.837057 per unit                                 486,867
      GACC Money Market - 311,051 accumulation units at $10.667011 per unit                                           3,318

   Annuitization phase:

      Trust Quality Income - 8,069 annuity units at $13.173884 per unit                                                 106
      Trust Money Market - 4,562 annuity units at $10.211104 per unit                                                    47
      Trust High Yield - 2,229 annuity units at $18.576727 per unit                                                      41
      Trust Stock Index - 4,097 annuity units at $20.804263 per unit                                                     85
      Trust Growth and Income - 1,803 annuity units at $17.739841 per unit                                               32
      Trust Small Cap Stock - 773 annuity units at $12.807785 per unit                                                   10
      Trust Large Cap Stock - 3,028 annuity units at $14.134938 per unit                                                 43
      Trust Select Equity - 3,237 annuity units at $13.341341 per unit                                                   43
      Trust International Equity - 790 annuity units at $10.881576 per unit                                               9
      Fund Growth and Income - 26,046 annuity units at $24.302215 per unit                                              633
- ----------------------------------------------------------------------------------------------------------------------------

Total contract owners' equity                                                                                     1,038,346

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

Total liabilities and contract owners' equity                                                                  $  1,038,386
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year or period ended December 31, 1997

(In thousands of dollars)

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

                                                                                                              Cova Series

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

                                                               Growth

                            Quality   Money  High    Stock     and      Bond         Developing  Large Cap Mid-Cap
                             Income  Market  Yield   Index     Income    Debenture    Growth     Research  Value
- -----------------------------------------------------------------------------------------------------------------

Investment income -
   dividends and capital
<S>                          <C>     <C>     <C>      <C>     <C>       <C>                       <C>       <C>                     
     gains distributions     3,311   2,483   3,144    1,321   1,044     1,611         -           2         2                       
- -----------------------------------------------------------------------------------------------------------------

Expenses:
   Mortality and expense

     risk fee                  647     564     483      992     507       301         2           1         2
   Administrative fee           78      68      58      119      61        36         -           -         -
- -----------------------------------------------------------------------------------------------------------------

Total expenses                 725     632     541    1,111     568       337         2           1         2
- -----------------------------------------------------------------------------------------------------------------

Net investment income        2,586   1,851   2,603      210     476     1,274        (2)          1         -
- -----------------------------------------------------------------------------------------------------------------

Net realized gain (loss)
   on investments              503       -     835   15,709     906        27         -           -         -

Net change in unrealized
   gain (loss) on investments  367       -     351    4,729   6,685     1,687         7           6        40
- -----------------------------------------------------------------------------------------------------------------

Net realized and change in
   unrealized gain (loss) on
   investments                 870       -   1,186   20,438   7,591     1,714         7           6        40
- -----------------------------------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations 3,456   1,851   3,789   20,648   8,067     2,988         5           7        40                       
- -----------------------------------------------------------------------------------------------------------------


See accompanying notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                                                                Lord Abbett
- ----------------------------------------------------------------------------------------------------------------
                                                                        Growth Series Fund, Inc.

         Small    Large             Interna-          Small              and    Growth         GACC
Quality   Cap     Cap     Select    tional            Cap      Equity   Income  and     Global       Money
  Bond   Stock   Stock    Equity    Equity   Balanced  Equity   Income  Equity  Income  Equity  Market   Total

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



<S>        <C>    <C>        <C>    <C>       <C>       <C>     <C>      <C>   <C>                       <C>   
  626      262    1,346      747    547       8         2       11       14    38,031     -        -     54,512
- ----------------------------------------------------------------------------------------------------------------



  109      386      186      704    472       1         1        2        4     4,843     8       21     10,236
   13       47       22       84     57       -         -        -        1       581     1        3      1,229
- ----------------------------------------------------------------------------------------------------------------

  122      433      208      788    529       1         1        2        5     5,424     9       24     11,465
- ----------------------------------------------------------------------------------------------------------------

  504     (171)   1,138      (41)    18       7         1        9        9    32,607    (9)     (24)    43,047
- ----------------------------------------------------------------------------------------------------------------


   51       46    1,668       30     15       1         -        -        1       842   (36)      55     20,653


  156    5,990    1,324   12,310    513       -        (5)      21       18    41,372    (1)      40     75,610
- ----------------------------------------------------------------------------------------------------------------



  207    6,036    2,992   12,340    528       1        (5)      21       19    42,214   (37)      95     96,263
- ----------------------------------------------------------------------------------------------------------------



  711    5,865    4,130   12,299    546       8        (4)      30       28    74,821   (46)      71    139,310
- ----------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Contract Owners' Equity

Year or period ended December 31, 1997

(In thousands of dollars)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Cova SeTrust
                              -----------------------------------------------------------------------------------------------------
                                                                  Growth                                                    Small
                              Quality  Money    High     Stock     and      Bond      Developing Large Cap Mid-Cap Quality   Cap
                              Income   Market   Yield    Index    Income   Debenture   Growth    Research  Value    Bond    Stock
- -----------------------------------------------------------------------------------------------------------------------------------

From operations:

<S>                            <C>      <C>      <C>        <C>      <C>    <C>          <C>         <C>              <C>     <C>  
   Net investment income (loss)2,586    1,851    2,603      210      476    1,274        (2)         1         -      504     (171)
   Net realized gain (loss)
     on investments              503        -      835   15,709      906       27         -          -         -       51       46
   Net change in unrealized
     gain (loss) on investments  367        -      351    4,729    6,685    1,687         7          6        40      156    5,990
- -----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity
   resulting from operations   3,456    1,851    3,789   20,648    8,067    2,988         5          7        40      711    5,865
- -----------------------------------------------------------------------------------------------------------------------------------

From account unit
   transactions:
     Contributions by Cova         -        -        -        -        -        -       100        100       100        -        -
     Redemptions by Cova           -        -        -        -        -        -         -          -         -   (2,144)       -
     Proceeds from units
       of the account sold       504   45,236      795    2,638    2,541    8,751       503        359       463    2,671    9,550
     Payments for units of
       the account redeemed   (9,775)  (8,119)  (2,972)  (14,588) (1,993)    (978)       (2)        (2)      (28)    (731)  (1,221)
     Account transfers, net    3,092  (48,066) (11,222)  (9,170)   5,116   32,608       959        769     1,460   10,203   24,982
- -----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity
   from account unit
   transactions               (6,179) (10,949) (13,399)  (21,120)  5,664   40,381     1,560      1,226     1,995    9,999   33,311
- -----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity    (2,723)  (9,098)  (9,610)    (472)  13,731   43,369     1,565      1,233     2,035   10,710   39,176
Contract owners' equity:
   Beginning of period        51,826   30,708   42,871   89,109   32,416    7,451         -          -         -    5,276   13,993
- -----------------------------------------------------------------------------------------------------------------------------------

   End of period            $ 49,103   21,610   33,261   88,637   46,147   50,820     1,565      1,233     2,035   15,986   53,169
- -----------------------------------------------------------------------------------------------------------------------------------


See accompanying notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                             Lord Abbett
- ----------------------------------------------------------------------------------------------
                                                   Growth Series Fund, Inc.

  Large              Interna-          Small          and    Growth          GACC
  Cap      Select  tional             Cap    Equity Income   and    Global   Money
 Stock     Equity   Equity    BalancedEquity Income Equity  Income  Equity   Market   Total
- ----------------------------------------------------------------------------------------------


<S>           <C>       <C>     <C>      <C>   <C>      <C> <C>         <C>    <C>     <C>   
   1,138      (41)      18      7        1     9        9   32,607      (9)    (24)    43,047

   1,668       30       15      1        -     -        1      842     (36)     55     20,653

   1,324   12,310      513      -       (5)   21       18   41,372      (1)     40     75,610
- ----------------------------------------------------------------------------------------------



   4,130   12,299      546      8       (4)   30       28   74,821     (46)     71    139,310
- ----------------------------------------------------------------------------------------------



       -        -        -      1        1     1        1        -       -       -        304
 (15,455)       -        -     (1)      (1)   (1)      (1)       -       -       -    (17,603)

   7,691   19,507   11,213    184      116   219      679   47,264       5   5,197    166,086

    (421)  (1,556)  (1,224)   (26)       -    (1)     (44) (23,254)   (114)   (312)   (67,361)
  10,293   44,654   37,503    235      160   309      646   94,311  (2,228) (1,996)   194,618
- ----------------------------------------------------------------------------------------------




   2,108   62,605   47,492    393      276   527    1,281  118,321  (2,337)  2,889    276,044
- ----------------------------------------------------------------------------------------------


   6,238   74,904   48,038    401      272   557    1,309  193,142  (2,383)  2,960    415,354


  15,751   22,159   14,333      -        -     -      -    294,358   2,383     358    622,992
- ----------------------------------------------------------------------------------------------

  21,989   97,063   62,371    401      272   557    1,309  487,500       -   3,318   1,038,346
- ----------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Contract Owners' Equity

Year or period ended December 31, 1996

(In thousands of dollars)
- ------------------------------------------------------------------------------------------------------------------

                                                                                                               Cova Series

                                        --------------------------------------------------------------------------
                                                                                             Growth
                                        Quality      Money         High        Stock         and          Bond
                                          Income     Market       Yield        Index         Income      Debenture
- ------------------------------------------------------------------------------------------------------------------

From operations:

<S>                                   <C>              <C>          <C>          <C>         <C>            <C>
   Net investment income (loss)       $   1,465        1,284        2,924        3,048       1,322          200
   Net realized gain (loss)
      on investments                         44            -         (169)       3,892         164           13
   Net change in unrealized
      gain (loss) on investments           (534)           -          952        9,295       2,566          271
- ------------------------------------------------------------------------------------------------------------------

Net increase in contract
   owners' equity resulting
   from operations                          975        1,284        3,707       16,235       4,052          484
- ------------------------------------------------------------------------------------------------------------------

From account unit
   transactions:
      Contributions by Cova                   -            -            -            -           -          500
      Redemptions by Cova                     -            -            -            -           -         (508)
      Proceeds from units of
        the account sold                  1,603       43,943        1,989        3,731       2,777        3,795
      Payments for units of
        the account redeemed             (4,251)      (3,044)      (2,299)      (4,891)       (866)        (164)
      Account transfers                  12,246      (45,603)       2,962      (11,728)      6,836        3,344
- ------------------------------------------------------------------------------------------------------------------

Net decrease (decrease) in
   contract owners' equity
   from account unit
   transactions                           9,598       (4,704)       2,652      (12,888)      8,747        6,967
- ------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in
   contract owners' equity               10,573       (3,420)       6,359        3,347      12,799        7,451
Contract owners' equity:
   Beginning of period                   41,253       34,128       36,512       85,762      19,617            -
- ------------------------------------------------------------------------------------------------------------------

   End of period                      $  51,826       30,708       42,871       89,109      32,416        7,451
- ------------------------------------------------------------------------------------------------------------------


See accompanying notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                                                       Lord Abbett
Trust                                                               Series Fund, Inc.
- ---------------------------------------------------------------    ---------------------
                  Small        Large                    Interna-    Growth                      GACC
       Quality     Cap          Cap        Select      tional         and          Global      Money
      Bond        Stock        Stock       Equity      Equity       Income         Equity      Market     Total

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


<S>      <C>          <C>         <C>          <C>          <C>       <C>           <C>         <C>        <C>   
         143          509         310          228          25        15,839        262         (1)        27,558

          44           47          85          (17)         72           532         43          -          4,750

          30          533       1,531        1,210         796        24,020       (151)         6         40,525
- ------------------------------------------------------------------------------------------------------------------



         217        1,089       1,926        1,421         893        40,391        154          5         72,833
- ------------------------------------------------------------------------------------------------------------------



       5,000        5,000      15,000        5,000       5,000             -          -          -         35,500
      (3,000)      (5,135)     (3,846)      (4,922)     (5,128)            -          -          -        (22,539)

         995        6,112         800       10,306       5,710        31,434        231         88        113,514

         (19)         (71)          -         (115)        (60)      (13,615)      (328)         -        (29,723)
       2,083        6,998       1,871       10,469       7,918        45,518       (174)       265         43,005
- ------------------------------------------------------------------------------------------------------------------




       5,059       12,904      13,825       20,738      13,440        63,337       (271)       353        139,757
- ------------------------------------------------------------------------------------------------------------------


       5,276       13,993      15,751       22,159      14,333       103,728       (117)       358        212,590


           -            -           -            -           -       190,630      2,500          -        410,402
- ------------------------------------------------------------------------------------------------------------------

       5,276       13,993      15,751       22,159      14,333       294,358      2,383        358        622,992
- ------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Quality Income Portfolio

(Managed by Van Kampen American Capital Investment Advisory Corp.)

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

                                         1997             1996             1995            1994            1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                <C>                          <C>              <C>             <C>             <C>  
    beginning of period            $           15.54            15.33            13.17           13.97           12.75
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                            .84              .45              .72             .60            1.00

Net realized and unrealized
    gain (loss) from security
    transactions                                 .34             (.24)            1.44           (1.40)            .22
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                  1.18              .21             2.16            (.80)           1.22
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                  $           16.72            15.54            15.33           13.17           13.97
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                   7.57%            1.36%           16.41%         (5.70%)           9.50%

Contract owners' equity,
    end of period (in thousands)   $       49,103           51,826           41,253          33,933           5,111

Ratio of expenses to average
    contract owners' equity                     1.40%             1.40%             1.40%            1.40%           1.40%

Ratio of net investment
    income to average
    contract owners' equity                     5.00%             2.94%             4.99%            4.48%           8.30%
- --------------------------------------------------------------------------------------------------------------------------
<FN>
*Investment  returns do not reflect any contract  based fees  (withdrawal  fees,
  contract maintenance fees, or account transfer fees), but do reflect mortality
  and expense fees,  administration  expense fees as well as all expenses of the
  underlying  portfolio   (investment  advisory  fees  and  portfolio  operating
  expenses).
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Money Market Portfolio

(Managed by Van Kampen American Capital Investment Advisory Corp.)

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

                                         1997             1996             1995            1994            1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                <C>                          <C>              <C>             <C>             <C>  
    beginning of period            $           11.88            11.43            10.90           10.61           10.46
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                            .50              .45              .50             .30             .19

Net realized and unrealized
    gain (loss) from security
    transactions                                -                -                 .03            (.01)           (.04)
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                   .50              .45              .53             .29             .15
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                  $           12.38            11.88            11.43           10.90           10.61
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                   4.17%             3.98%             4.85%            2.70%          1.45%

Contract owners' equity,
    end of period (in thousands)   $       21,610           30,708           34,128          75,878           6,552

Ratio of expenses to average
    contract owners' equity                     1.40%             1.40%             1.40%            1.40%            1.40%

Ratio of net investment
    income to average
    contract owners' equity                     4.10%             3.90%             4.48%            2.90%            1.78%

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - High Yield Portfolio

(Managed by Van Kampen American Capital Investment Advisory Corp.)

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

                                         1997             1996             1995            1994            1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                <C>                          <C>              <C>             <C>             <C>  
    beginning of period            $           21.42            19.52            16.98           18.02           14.99
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                           1.58             1.55             1.44            1.38            1.80

Net realized and unrealized
    gain (loss) from security
    transactions                                 .57              .35             1.10           (2.42)           1.23
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                  2.15             1.90             2.54           (1.04)           3.03
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                  $           23.57            21.42            19.52           16.98           18.02
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                  10.03%             9.73%            14.99%           (5.79%)       20.21%

Contract owners' equity,
    end of period (in thousands)   $       33,261           42,871           36,512          19,653          18,846

Ratio of expenses to average
    contract owners' equity                     1.40%             1.40%             1.40%            1.40%            1.40%

Ratio of net investment
    income to average
    contract owners' equity                     6.74%             7.52%             7.98%            7.92%          13.05%

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Stock Index Portfolio

(Managed by Van Kampen American Capital Investment Advisory Corp.)

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

                                         1997             1996             1995            1994            1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                <C>                          <C>              <C>             <C>             <C>  
    beginning of period            $           19.04            15.77            11.68           11.87           11.05
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                            .09              .67              .51             .37             .22

Net realized and unrealized
    gain (loss) from security
    transactions                                5.83             2.60             3.58            (.56)            .60
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                  5.92             3.27             4.09            (.19)            .82
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                  $           24.96            19.04            15.77           11.68           11.87
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                  31.13%            20.69%            35.06%         (1.58%)         7.35%

Contract owners' equity,
    end of period (in thousands)   $       88,637           89,109           85,762          36,807          91,269

Ratio of expenses to average
    contract owners' equity                     1.40%            1.40%             1.40%           1.40%           1.40%

Ratio of net investment
    income to average
    contract owners' equity                      .27%             3.53%             4.85%            2.10%          2.99%

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Growth and Income Portfolio  (Managed by Van Kampen American
Capital Investment Advisory Corp.)

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

                                         1997             1996             1995            1994            1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                <C>                          <C>              <C>             <C>             <C>  
    beginning of period            $           17.01            14.61            11.20           11.92           10.47
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                            .23              .68             1.02             .19             .54

Net realized and unrealized
    gain (loss) from security
    transactions                                3.74             1.72             2.39            (.91)            .91
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                  3.97             2.40             3.41            (.72)           1.45
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                  $           20.98            17.01            14.61           11.20           11.92
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                  23.34%            16.42%            30.49%           (6.07%)       13.84%

Contract owners' equity,
    end of period (in thousands)   $       46,147           32,416           19,617          10,941           6,528

Ratio of expenses to average
    contract owners' equity                     1.40%             1.40%            1.40%           1.40%           1.40%

Ratio of net investment
    income to average
    contract owners' equity                     1.18%             5.16%             9.92%           2.05%           7.54%
- --------------------------------------------------------------------------------------------------------------------------
<FN>
*Investment  returns do not reflect any contract  based fees  (withdrawal  fees,
  contract maintenance fees, or account transfer fees), but do reflect mortality
  and expense fees,  administration  expense fees as well as all expenses of the
  underlying  portfolio   (investment  advisory  fees  and  portfolio  operating
  expenses).
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Bond Debenture Portfolio
(Managed by Lord, Abbett & Co.)

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

                                                                 Period from
                                                                 May 1, 1996
                                                                through
                                                                 December 31,
                                                  1997            1996
- ---------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                          <C>                        <C>  
    beginning of period                      $          11.29           10.10
- ---------------------------------------------------------------------------------------------------------------------

Net investment income                                     .40             .32

Net realized and unrealized
    gain from security
    transactions                                         1.19             .87
- ---------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                           1.59            1.19
- ---------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                            $          12.88           11.29
- ---------------------------------------------------------------------------------------------------------------------

Total return*                                           14.05%           11.86%

Contract owners' equity,
    end of period (in thousands)             $      50,820           7,451

Ratio of expenses to average
    contract owners' equity                              1.40%            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                              5.26%            7.76%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997
See accompanying notes to consolidated financial statements.

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Developing Growth Portfolio
(Managed by Lord, Abbett & Co.)

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

                                                                Period from
                                                              August 20, 1997
                                                                  through
                                                                December 31,
                                                                    1997
- ---------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                                        <C>             
    beginning of period                                    $          10.00
- ---------------------------------------------------------------------------------------------------------------------------

Net investment loss                                                    (.02)

Net realized and unrealized
    gain from security
    transactions                                                        .55

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

Total from investment
    operations                                                          .53

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

Accumulation unit value,
    end of period                                          $          10.53
- ---------------------------------------------------------------------------------------------------------------------------

Total return*                                                          5.28%

Contract owners' equity,
    end of period (in thousands)                           $       1,565

Ratio of expenses to average
    contract owners' equity                                            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                           (0.98)%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Large Cap Research Portfolio
(Managed by Lord, Abbett & Co.)

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

                                                                Period from
                                                              August 20, 1997
                                                                  through
                                                                December 31,
                                                                    1997

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

Accumulation unit value,

<S>                                                        <C>             
    beginning of period                                    $          10.00
- ---------------------------------------------------------------------------------------------------------------------------

Net investment loss                                                    (.01)

Net realized and unrealized
    loss from security
    transactions                                                       (.09)

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

Total from investment
    operations                                                         (.10)

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

Accumulation unit value,
    end of period                                          $           9.90
- ---------------------------------------------------------------------------------------------------------------------------

Total return*                                                         (1.00%)

Contract owners' equity,
    end of period (in thousands)                           $       1,233

Ratio of expenses to average
    contract owners' equity                                            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                            0.55%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Mid-Cap Value Portfolio
(Managed by Lord, Abbett & Co.)

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

                                                                Period from
                                                              August 20, 1997
                                                                  through
                                                                December 31,
                                                                    1997

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

Accumulation unit value,

<S>                                                        <C>             
    beginning of period                                    $          10.00
- ---------------------------------------------------------------------------------------------------------------------------

Net investment loss                                                    (.01)

Net realized and unrealized
    gain from security
    transactions                                                        .48

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

Total from investment
    operations                                                          .47

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

Accumulation unit value,
    end of period                                          $          10.47
- ---------------------------------------------------------------------------------------------------------------------------

Total return*                                                          4.68%

Contract owners' equity,
    end of period (in thousands)                           $       2,035

Ratio of expenses to average
    contract owners' equity                                            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                            (.16%)**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Quality Bond Portfolio
(Managed by J.P. Morgan Investment Management, Inc.)

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

                                                                     Period from
                                                                     May 1, 1996
                                                                    through
                                                                     December 31,
                                                      1997            1996
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                              <C>                         <C> 
    beginning of period                          $          10.37            9.90
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                                         .44             .28

Net realized and unrealized
    gain from security
    transactions                                              .35             .19
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                                .79             .47
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                                $          11.16           10.37
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                                7.58%           4.76%

Contract owners' equity,
    end of period (in thousands)                 $      15,986           5,276

Ratio of expenses to average
    contract owners' equity                                  1.40%           1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                  5.76%            3.75%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Small Cap Stock Portfolio
(Managed by J. P. Morgan Investment Management, Inc.)

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

                                                                     Period from
                                                                     May 1, 1996
                                                                    through
                                                                     December 31,
                                                      1997            1996
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                              <C>                        <C>  
    beginning of period                          $          11.31           10.51
- --------------------------------------------------------------------------------------------------------------------------

Net investment income (loss)                                 (.08)            .39

Net realized and unrealized
    gain from security
    transactions                                             2.26             .41
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                               2.18             .80
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                                $          13.49           11.31
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                               19.31%            7.57%

Contract owners' equity,
    end of period (in thousands)                 $      53,169          13,993

Ratio of expenses to average
    contract owners' equity                                  1.40%            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                  (.55%)           9.65%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Large Cap Stock Portfolio
(Managed by J. P. Morgan Investment Management, Inc.)

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

                                                                     Period from
                                                                     May 1, 1996
                                                                    through
                                                                     December 31,
                                                      1997            1996
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                              <C>                        <C>  
    beginning of period                          $          11.33           10.00
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                                         .77             .22

Net realized and unrealized
    gain from security
    transactions                                             2.79            1.11
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                               3.56            1.33
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                                $          14.89           11.33
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                               31.36%           13.32%

Contract owners' equity,
    end of period (in thousands)                 $      21,989          15,751

Ratio of expenses to average
    contract owners' equity                                  1.40%            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                  7.64%            3.02%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Select Equity Portfolio
(Managed by J. P. Morgan Investment Management, Inc.)

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

                                                                     Period from
                                                                     May 1, 1996
                                                                    through
                                                                     December 31,
                                                      1997            1996
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                              <C>                        <C>  
    beginning of period                          $          10.84           10.08
- --------------------------------------------------------------------------------------------------------------------------

Net investment income (loss)                                 (.03)            .10

Net realized and unrealized
    gain from security
    transactions                                             3.24             .66
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                               3.21             .76
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                                $          14.05           10.84
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                               29.67%            7.48%

Contract owners' equity,
    end of period (in thousands)                 $      97,063          22,159

Ratio of expenses to average
    contract owners' equity                                  1.40%            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                  (.07%)           3.12%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - International Equity Portfolio
(Managed by J. P. Morgan Investment Management, Inc.)

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

                                                                     Period from
                                                                     May 1, 1996
                                                                    through
                                                                     December 31,
                                                      1997            1996
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                              <C>                        <C>  
    beginning of period                          $          10.97           10.21
- --------------------------------------------------------------------------------------------------------------------------

Net investment income (loss)                                 (.01)            .02

Net realized and unrealized
    gain from security
    transactions                                              .50             .74
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                                .49             .76
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                                $          11.46           10.97
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                                4.52%            7.36%

Contract owners' equity,
    end of period (in thousands)                 $      62,371          14,333

Ratio of expenses to average
    contract owners' equity                                  1.40%            1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                   .05%             .46%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Balanced Portfolio
(Managed by Mississippi Advisors, Inc.)

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

                                                          Period from
                                                         July 1, 1997
                                                           through
                                                         December 31,
                                                             1997

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

Accumulation unit value,

<S>                                                <C>               
    beginning of period                            $            10.00
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                                             .14

Net realized and unrealized
    gain from security
    transactions                                                  .39

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

Total from investment
    operations                                                    .53

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

Accumulation unit value,
    end of period                                  $            10.53
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                                    5.32%

Contract owners' equity,
    end of period (in thousands)                   $           401

Ratio of expenses to average
    contract owners' equity                                      1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                      6.75%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Small Cap Equity Portfolio
(Managed by Mississippi Advisors, Inc.)

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

                                                          Period from
                                                         July 1, 1997
                                                           through
                                                         December 31,
                                                             1997

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

Accumulation unit value,

<S>                                                <C>               
    beginning of period                            $            10.00
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                                            -

Net realized and unrealized
    gain from security
    transactions                                                  .42

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

Total from investment
    operations                                                    .42

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

Accumulation unit value,
    end of period                                  $            10.42
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                                    4.18%

Contract owners' equity,
    end of period (in thousands)                   $           272

Ratio of expenses to average
    contract owners' equity                                      1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                      1.01%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Equity Income Portfolio
(Managed by Mississippi Advisors, Inc.)

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

                                                          Period from
                                                         July 1, 1997
                                                            through
                                                         December 31,
                                                              1997

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

Accumulation unit value,

<S>                                                <C>               
    beginning of period                            $            10.00
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                                             .15

Net realized and unrealized
    gain from security
    transactions                                                 1.04

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

Total from investment
    operations                                                   1.19

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

Accumulation unit value,
    end of period                                  $            11.19
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                                   11.94%

Contract owners' equity,
    end of period (in thousands)                   $           557

Ratio of expenses to average
    contract owners' equity                                      1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                      6.79%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Cova Series Trust - Growth and Income Equity Portfolio
(Managed by Mississippi Advisors, Inc.)

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

                                                          Period from
                                                         July 1, 1997
                                                           through
                                                         December 31,
                                                             1997

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

Accumulation unit value,

<S>                                                <C>               
    beginning of period                            $            10.00
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                                             .05

Net realized and unrealized
    gain from security
    transactions                                                  .71

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

Total from investment
    operations                                                    .76

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

Accumulation unit value,
    end of period                                  $            10.76
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                                    7.56%

Contract owners' equity,
    end of period (in thousands)                   $         1,309

Ratio of expenses to average
    contract owners' equity                                      1.40%**

Ratio of net investment
    income to average
    contract owners' equity                                      3.25%**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Lord Abbett Series Fund, Inc. Growth and Income Portfolio
(Managed by Lord, Abbett & Co.)

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

                                         1997               1996            1995            1994           1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                 <C>                            <C>            <C>             <C>            <C>  
    beginning of period             $          25.09               21.31          16.64           16.42          14.50
- --------------------------------------------------------------------------------------------------------------------------

Net investment income                           2.01                1.32           1.37             .76            .88

Net realized and unrealized
    gain (loss) from security
    transactions                                3.74                2.46           3.30            (.54)          1.04
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                  5.75                3.78           4.67             .22           1.92
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                   $          30.84               25.09          21.31           16.64          16.42
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                  22.91%               17.76%          28.03%           1.32%        13.24%

Contract owners' equity,
    end of period (in thousands)    $     487,500             294,358        190,630         114,416         82,033

Ratio of expenses to average
    contract owners' equity                     1.40%                1.40%           1.40%            1.40%        1.40%

Ratio of net investment
    income to average
    contract owners' equity                     8.40%                6.59%           8.57%            5.40%         8.12%
- --------------------------------------------------------------------------------------------------------------------------
<FN>
*Investment  returns do not reflect any contract  based fees  (withdrawal  fees,
  contract maintenance fees, or account transfer fees), but do reflect mortality
  and expense fees,  administration  expense fees as well as all expenses of the
  underlying  portfolio   (investment  advisory  fees  and  portfolio  operating
  expenses).
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period  from  January 1, 1997  through  April 18,  1997 and the four years ended
December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

Lord Abbett Series Fund, Inc. Global Equity Portfolio
(Managed by Lord, Abbett & Co.)

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

                                     Period from
                                     January 1,
                                    1997 through
                                    April 18, 1997

                                         1997     ***       1996            1995            1994           1993
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                 <C>                            <C>            <C>             <C>            <C>  
    beginning of period             $          15.41               14.52          13.33           13.29          10.64
- --------------------------------------------------------------------------------------------------------------------------

Net investment income (loss)                    (.06)               1.70            .91            1.45            .24

Net realized and unrealized
    gain (loss) from security
    transactions                                (.29)               (.81)           .28           (1.41)          2.41
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                  (.35)                .89           1.19             .04           2.65
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                   $          15.06               15.41          14.52           13.33          13.29
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                  (2.28%)               6.18%           8.91%           .27%         24.91%

Contract owners' equity,
    end of period (in thousands)    $           -               2,383          2,500           3,108          3,635

Ratio of expenses to average
    contract owners' equity                     1.40%**               1.40%           1.40%           1.40%         1.40%

Ratio of net investment
    income to average
    contract owners' equity                    (1.40)%**              10.33%           5.36%           9.78%        1.88%
- --------------------------------------------------------------------------------------------------------------------------
<FN>
    *Investment returns do not reflect any contract based fees (withdrawal fees,
      contract  maintenance  fees,  or account  transfer  fees),  but do reflect
      mortality  and expense  fees,  administration  expense fees as well as all
      expenses  of  the  underlying  portfolio  (investment  advisory  fees  and
      portfolio operating expenses).

  **Annualized

***Sub-account ceased operations on April 18, 1997.
</FN>
</TABLE>

See accompanying notes to financial statements.




<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Year ended  December 31, 1997 and the period from commencement of operations
through  December 31, 1996

Financial  Highlights  for each  accumulation  unit  outstanding  throughout the
period are presented below:

General American Capital Company Money Market Portfolio
(Managed by Conning Asset Management Company)

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

                                                             Period from
                                                             June 3, 1996
                                                                through
                                                             December 31,
                                                 1997           1996
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,

<S>                                        <C>                        <C>  
    beginning of period                    $           10.23          10.00
- --------------------------------------------------------------------------------------------------------------------------

Net investment loss                                     (.14)          (.08)

Net realized and unrealized
    gain from security
    transactions                                         .58            .31
- --------------------------------------------------------------------------------------------------------------------------

Total from investment
    operations                                           .44            .23
- --------------------------------------------------------------------------------------------------------------------------

Accumulation unit value,
    end of period                          $           10.67          10.23
- --------------------------------------------------------------------------------------------------------------------------

Total return*                                           4.24%           2.34%

Contract owners' equity,
    end of period (in thousands)           $        3,318            358

Ratio of expenses to average
    contract owners' equity                             1.40%           1.40%**

Ratio of net investment
    income to average
    contract owners' equity                            (1.40%)         (1.40%)**

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements
- --------------------------------------------------------------------------------


COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

December 31, 1997 and 1996
- --------------------------------------------------------------------------------


(1)  Organization

     Cova  Variable  Annuity  Account One (the  Separate  Account) is a separate
     investment account established by a resolution of the Board of Directors of
     Cova Financial Services Life Insurance Company (Cova). The Separate Account
     operates as a Unit  Investment  Trust under the  Investment  Company Act of
     1940.

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

     The Trust Developing  Growth,  Trust Large Cap Research,  and Trust Mid-Cap
     Value  sub-accounts  commenced  operations  on August 20,  1997.  The Trust
     Balanced, Trust Small Cap Equity, Trust Equity Income, and Trust Growth and
     Income Equity sub-accounts commenced operations on July 1, 1997.

     The assets and  liabilities  of the Fund Global  Equity  Portfolio and Fund
     Global  Equity  sub-account  were  transferred  to the Trust  International
     Portfolio and Trust International  Equity sub-accounts in accordance with a
     substitution order. The Fund Global Equity sub-account ceased operations on
     April 18, 1997.

     In order to satisfy  diversification  requirements  and provide for optimum
     policyholder returns, Cova has made periodic contributions to the Trust and
     Fund to provide for the initial purchases of investments.  In return,  Cova
     has been  credited  with  accumulation  units of the Separate  Account.  As
     additional funds are received through policyholder  deposits,  Cova has, at
     its discretion and without adversely impacting the investment operations of
     the Trust and Fund,  removed its capital investment in the Separate Account
     by liquidating  accumulation  units.  Cova contributed  approximately  $0.3
     million and $35.5 million in 1997 and 1996,  respectively,  to the Separate
     Account  of  which,  after  subsequent  redemptions,  net of  realized  and
     unrealized  gains and losses on  investments,  approximately  $0.3  million
     remains as of December 31, 1997.


(2)  Significant Accounting Policies

     (a)  Investment Valuation

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

     (b)  Reinvestment of Dividends

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

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

     (c)  Federal Income Taxes

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

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

     (d)  Annuity Reserves

     Annuity reserves are computed for currently payable contracts  according to
     the 1983  Mortality  Table.  The assumed  interest  rate is 3%.  Charges to
     annuity  reserves for mortality and expense risks experience are reimbursed
     to Cova if the reserves  required are less than  originally  estimated.  If
     additional  reserves are required,  Cova  reimburses  the variable  annuity
     account. The 1997 charges were not material.


(3)  Contract Fees

     There are no deductions  made from purchase  payments for sales fees at the
     time of purchase.  However,  if all or a portion of the  contract  value is
     withdrawn,  a withdrawal  fee is calculated  and deducted from the contract
     value.  The withdrawal  fee is imposed on  withdrawals  of contract  values
     attributable  to purchase  payments  within five years after receipt and is
     equal to 5% of the purchase  payment  withdrawn.  After the first  contract
     anniversary,  provided that the contract value prior to withdrawal  exceeds
     $5,000,  an owner may make a withdrawal  each contract year of up to 10% of
     the aggregate purchase payments free from withdrawal fees.

     An annual contract  maintenance fee of $30 is imposed on all contracts with
     contract  values less than  $50,000 on their  policy  anniversary.  The fee
     covers the cost of contract  administration  for the  previous  year and is
     prorated between the sub-accounts to which the contract value is allocated.

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

     For the year ended  December 31,  1997,  withdrawal  and  account  transfer
     charges of  approximately  $113 thousand and contract  maintenance  fees of
     approximately  $317 thousand were deducted from the contract  values in the
     Separate Account.

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

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

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

(4)  Gain (Loss) on Investments

     The table below  summarizes the realized and change in unrealized gains and
     losses on investments.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Realized gain (loss) on investments:

              Trust Quality Income Portfolio:
<S>                                                                                                 <C>             <C>   
                 Aggregate proceeds from sales                                                      $    33,851     13,850
                 Aggregate cost of redemptions                                                           33,348     13,806
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $       503         44
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Money Market Portfolio:
                 Aggregate proceeds from sales                                                           63,852     36,177
                 Aggregate cost of redemptions                                                           63,852     36,177
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         -          -
- ---------------------------------------------------------------------------------------------------------------------------
              Trust High Yield Portfolio:
                 Aggregate proceeds from sales                                                           27,472     22,909
                 Aggregate cost of redemptions                                                           26,637     23,078
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain (loss) on investments                                               $       835       (169)
- ---------------------------------------------------------------------------------------------------------------------------
              Trust Stock Index Portfolio:
                 Aggregate proceeds from sales                                                           55,951     21,062
                 Aggregate cost of redemptions                                                           40,242     17,170
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $    15,709      3,892
- ---------------------------------------------------------------------------------------------------------------------------


                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Realized gain (loss) on investments:

              Trust Growth and Income Portfolio:
                 Aggregate proceeds from sales                                                      $     4,135      1,508
                 Aggregate cost of redemptions                                                            3,229      1,344
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $       906        164
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Bond Debenture Portfolio:
                 Aggregate proceeds from sales                                                              646        635
                 Aggregate cost of redemptions                                                              619        622
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $        27         13
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Developing Growth Portfolio:
                 Aggregate proceeds from sales                                                                -
                 Aggregate cost of redemptions                                                                -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Large Cap Research Portfolio:
                 Aggregate proceeds from sales                                                                1
                 Aggregate cost of redemptions                                                                1        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Mid-Cap Value Portfolio:
                 Aggregate proceeds from sales                                                                -
                 Aggregate cost of redemptions                                                                -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Quality Bond Portfolio:
                 Aggregate proceeds from sales                                                            3,837      2,991
                 Aggregate cost of redemptions                                                            3,786      2,947
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $        51         44
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Small Cap Stock Portfolio:
                 Aggregate proceeds from sales                                                              513      1,882
                 Aggregate cost of redemptions                                                              467      1,835
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $        46         47
- ---------------------------------------------------------------------------------------------------------------------------


                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Realized gain (loss) on investments:

              Trust Large Cap Stock Portfolio:
                 Aggregate proceeds from sales                                                      $     7,686      1,423
                 Aggregate cost of redemptions                                                            6,018      1,338
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $     1,668         85
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Select Equity Portfolio:
                 Aggregate proceeds from sales                                                              305      1,680
                 Aggregate cost of redemptions                                                              275      1,697
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain (loss) on investments                                               $        30        (17)
- ---------------------------------------------------------------------------------------------------------------------------

              Trust International Equity Portfolio:
                 Aggregate proceeds from sales                                                              616      4,568
                 Aggregate cost of redemptions                                                              601      4,496
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $        15         72
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Balanced Portfolio:
                 Aggregate proceeds from sales                                                               38
                 Aggregate cost of redemptions                                                               37        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         1
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Small Cap Equity Portfolio:
                 Aggregate proceeds from sales                                                                2
                 Aggregate cost of redemptions                                                                2        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Equity Income Portfolio:
                 Aggregate proceeds from sales                                                                3
                 Aggregate cost of redemptions                                                                3        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Growth and Income Equity Portfolio:
                 Aggregate proceeds from sales                                                               34
                 Aggregate cost of redemptions                                                               33        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $         1
- ---------------------------------------------------------------------------------------------------------------------------



                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Realized gain (loss) on investments:

              Fund Growth and Income Portfolio:
                 Aggregate proceeds from sales                                                      $     3,701      2,696
                 Aggregate cost of redemptions                                                            2,859      2,164
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $       842        532
- ---------------------------------------------------------------------------------------------------------------------------

              Fund Global Equity Portfolio:
                 Aggregate proceeds from sales                                                            2,353        372
                 Aggregate cost of redemptions                                                            2,389        329
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain (loss) on investments                                               $       (36)        43
- ---------------------------------------------------------------------------------------------------------------------------

              GACC Money Market Portfolio:
                 Aggregate proceeds from sales                                                            2,883          6
                 Aggregate cost of redemptions                                                            2,828          6
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net realized gain on investments                                                      $        55          -
- ---------------------------------------------------------------------------------------------------------------------------

        Net change in unrealized gain (loss) on investments:

              Trust Quality Income Portfolio:
                 End of period                                                                            1,302        935
                 Beginning of period                                                                        935      1,469
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain (loss) on investments                                   $       367       (534)
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Money Market Portfolio:
                 End of period                                                                                -          -
                 Beginning of period                                                                          -          -
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $         -          -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust High Yield Portfolio:
                 End of period                                                                              842        491
                 Beginning of period                                                                        491       (461)
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $       351        952
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Stock Index Portfolio:
                 End of period                                                                           25,000     20,271
                 Beginning of period                                                                     20,271     10,976
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $     4,729      9,295
- ---------------------------------------------------------------------------------------------------------------------------



                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Net change in unrealized gain (loss) on investments:

              Trust Growth and Income Portfolio:
                 End of period                                                                      $    10,887      4,202
                 Beginning of period                                                                      4,202      1,636
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $     6,685      2,566
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Bond Debenture Portfolio:
                 End of period                                                                            1,958        271
                 Beginning of period                                                                        271         - 
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $     1,687        271
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Developing Growth Portfolio:
                 End of period                                                                                7
                 Beginning of period                                                                          -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $         7
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Large Cap Research Portfolio:
                 End of period                                                                                6
                 Beginning of period                                                                          -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $         6
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Mid-Cap Value Portfolio:
                 End of period                                                                               40
                 Beginning of period                                                                         -         N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $        40
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Quality Bond Portfolio:
                 End of period                                                                              186         30
                 Beginning of period                                                                         30         - 
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $       156         30
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Small Cap Stock Portfolio:
                 End of period                                                                            6,523        533
                 Beginning of period                                                                        533         - 
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $     5,990        533
- ---------------------------------------------------------------------------------------------------------------------------



                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Net change in unrealized gain (loss) on investments:

              Trust Large Cap Stock Portfolio:
                 End of period                                                                      $     2,855      1,531
                 Beginning of period                                                                      1,531         - 
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $     1,324      1,531
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Select Equity Portfolio:
                 End of period                                                                           13,520      1,210
                 Beginning of period                                                                      1,210         - 
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $    12,310      1,210
- ---------------------------------------------------------------------------------------------------------------------------

              Trust International Equity Portfolio:
                 End of period                                                                            1,309        796
                 Beginning of period                                                                        796         - 
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $       513        796
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Balanced Portfolio:
                 End of period                                                                                -
                 Beginning of period                                                                          -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $         -
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Small Cap Equity Portfolio:
                 End of period                                                                               (5)
                 Beginning of period                                                                          -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized loss on investments                                          $        (5)
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Equity Income Portfolio:
                 End of period                                                                               21
                 Beginning of period                                                                          -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $        21
- ---------------------------------------------------------------------------------------------------------------------------

              Trust Growth and Income Equity Portfolio:
                 End of period                                                                               18
                 Beginning of period                                                                          -        N/A
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $        18
- ---------------------------------------------------------------------------------------------------------------------------



                                                                                                          1997      1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)
        Net change in unrealized gain (loss) on investments:

              Fund Growth and Income Portfolio:
                 End of period                                                                      $    87,861     46,489
                 Beginning of period                                                                     46,489     22,469
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $    41,372     24,020
- ---------------------------------------------------------------------------------------------------------------------------

              Fund Global Equity Portfolio:
                 End of period                                                                                -          1
                 Beginning of period                                                                          1        152
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized loss on investments                                          $        (1)      (151)
- ---------------------------------------------------------------------------------------------------------------------------

              GACC Money Market Portfolio:
                 End of period                                                                               46          6
                 Beginning of period                                                                          6          -
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $        40          6
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>




<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

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

(5)  UNIT TRANSACTIONS

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

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

                                                                                                         Cova SeTrust

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

                           Quality    Money      High    Stock    Growth and  Bond     DevelopinLarge CapMid-Cap  Quality
                            Income    Market    Yield    Index    Income     Debenture  Growth  Research Value     Bond

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

Accumulation phase:

<S>                     <C>  <C>       <C>       <C>                <C>                                                    
Balance at December 31, 1995 2,690,633 2,987,132 1,870,2325,436,980 1,342,833      N/A      N/A      N/A      N/A       N/A

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

Balance at December 31, 1996  334,960 2,584,926 2,001,1844,680,855 1,905,896  659,663      N/A      N/A      N/A   508,830

   Contributions by Cova          -         -         -        -        -          -   10,000   10,000   10,000         -
   Redemptions by Cova            -         -         -        -        -          -        -        -        -   (205,846)
   Units sold                33,059  3,712,455   36,057  125,947  130,796    715,126   47,968   36,718   45,300   256,670
   Units redeemed          (623,489) (683,810) (135,503)(654,828) (101,374)  (79,865)    (322)    (274)  (2,730)  (67,027)
   Units transferred        186,523  (3,871,127(492,448)(604,754) 262,932    2,650,173 91,012   78,115   141,816  940,454

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

Balance at December 31, 1992,931,053 1,742,444 1,409,2903,547,220 2,198,250  3,945,097 148,658  124,559  194,386  1,433,081
- --------------------------------------------------------------------------------------------------------------------------

Annuity phase:

   Balance at December 31, 1996 N/A       N/A       N/A      N/A      N/A        N/A      N/A      N/A      N/A       N/A

   Units sold                 8,913     4,793     2,641    4,293    1,875          -        -        -        -         -
   Units redeemed              (844)     (231)     (412)    (196)     (72)         -        -        -        -         -
- --------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1997  8,069     4,562     2,229    4,097    1,803        N/A      N/A      N/A      N/A       N/A
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

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





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

                                                                               Lord Abbett

- ---------------------------------------------------------------------------
                                  Interna-          Small          Growth anSeries Fund, Inc.   GACC
   Small Cap Large Cap  Select    tional             Cap   Equity   Income  Growth andGlobal    Money
    Stock     Stock     Equity    Equity    BalancedEquity Income  Equity    Income   Equity   Market

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


<S>    <C>   <C>        <C>       <C>         <C>     <C>     <C>      <C>  <C>       <C>       <C>   
       N/A        N/A       N/A       N/A     N/A     N/A     N/A      N/A  8,947,108 172,206      N/A

   500,000   1,500,000  500,000   500,000                                          -        -        -
   (500,000) (367,586) (500,000) (500,000)                                         -        -        -
   580,659     76,199  1,024,461  550,620                                   1,374,562  15,160    8,787
    (6,730)      (522)  (11,729)   (5,835)                                  (587,874) (21,479)     (96)
   663,476    181,515  1,031,791  762,107                                   1,998,505 (11,278)  26,273
- -------------------------------------------------------------------------------------------------------

   1,237,405 1,389,606 2,044,523 1,306,892    N/A     N/A     N/A      N/A  11,732,301154,609   34,964

         -          -         -         -     100     100     100      100         -        -        -
         -   (1,132,414)      -         -    (100)   (100)   (100)    (100)        -        -        -
   786,201    538,054  1,538,506  974,793   17,711  10,694 17,814   46,324  1,642,859     350  509,800
   (90,427)   (36,558) (116,499) (107,953)  (2,450)     -     (56)  (4,084) (816,777)  (7,330) (29,528)
   2,007,064  715,241  3,437,076 3,266,860  22,818  15,454 31,967   79,433  3,230,021 (147,629)(204,185)
- -------------------------------------------------------------------------------------------------------

   3,940,243 1,473,929 6,903,606 5,440,592  38,079  26,148 49,725  121,673  15,788,404      -  311,051
- -------------------------------------------------------------------------------------------------------


       N/A        N/A       N/A       N/A     N/A     N/A     N/A      N/A       N/A      N/A      N/A

       804      3,384     3,617       822       -       -       -        -    28,068        -        -
       (31)      (356)     (380)      (32)      -       -       -        -    (2,022)       -        -
- -------------------------------------------------------------------------------------------------------

       773      3,028     3,237       790     N/A     N/A     N/A      N/A    26,046      N/A      N/A
- -------------------------------------------------------------------------------------------------------
</TABLE>



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

Consolidated Financial Statements

December 31, 1997, 1996, and 1995

(With Independent Auditors' Report Thereon)



                          INDEPENDENT AUDITORS' REPORT

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

     We have  audited  the  accompanying  consolidated  balance  sheets  of Cova
     Financial  Services Life Insurance Company and subsidiaries (a wholly owned
     subsidiary of Cova  Corporation)  (the Company) as of December 31, 1997 and
     1996,  and the related  consolidated  statements  of income,  shareholder's
     equity,  and cash flows for the years ended December 31, 1997 and 1996, and
     the period from June 1, 1995 to December 31, 1995 (Successor periods),  and
     the period from January 1, 1995 to May 31, 1995 (Predecessor period). These
     consolidated  financial  statements are the responsibility of the Company's
     management.   Our   responsibility  is  to  express  an  opinion  on  these
     consolidated financial statements based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
     present fairly, in all material  respects,  the financial  position of Cova
     Financial  Services Life Insurance  Company and subsidiaries as of December
     31, 1997 and 1996, and the results of their operations and their cash flows
     for the Successor periods, in conformity with generally accepted accounting
     principles.  Also, in our opinion, the Predecessor  consolidated  financial
     statements present fairly, in all material  respects,  the results of their
     operations and their cash flows for the Predecessor  period   in conformity
     with generally accepted accounting principles.

     As discussed in note 1 to the consolidated financial statements,  effective
     June 1, 1995, the predecessor to Cova Corporation,  a subsidiary of General
     American Life Insurance  Company,  acquired all of the outstanding stock of
     Cova Financial  Services Life Insurance  Company in a business  combination
     accounted  for  as  a  purchase.  As  a  result  of  the  acquisition,  the
     consolidated  financial  information  for  the  periods  subsequent  to the
     acquisition is presented on a different cost basis than that for the period
     prior to the acquisition and, therefore, is not comparable.


     Chicago, Illinois
     March 5, 1998



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

Consolidated Balance Sheets

December 31, 1997 and 1996

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

                              ASSETS                                                         1997         1996
- -------------------------------------------------------------------------------------------------------------------
                                                                                              (in thousands)

Investments:

    Debt securities available for sale, at fair value (cost of

<S>                                                                                    <C>                 <C>    
       $1,269,362 in 1997 and $952,824 in 1996)                                        $    1,280,247      949,611
    Mortgage loans, net of allowance for potential loan loss
       of $237 in 1997 and $88 in 1996                                                        348,206      244,103
    Policy loans                                                                               24,228       22,336
    Short-term investments, at fair value                                                       -            4,404
- -------------------------------------------------------------------------------------------------------------------

Total investments                                                                           1,652,681    1,220,454
- -------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents - interest-bearing                                                   12,910       38,322
Cash - noninterest-bearing                                                                      3,666        5,501
Receivable from sale of securities                                                              1,870        1,064
Accrued investment income                                                                      20,602       15,011
Deferred policy acquisition costs                                                              84,326       49,833
Present value of future profits                                                                41,486       46,389
Goodwill                                                                                       19,717       20,849
Federal and state income taxes recoverable                                                      -            1,461
Deferred tax benefits, net                                                                      7,933       13,537
Receivable from OakRe                                                                       1,544,567    1,973,813
Reinsurance receivables                                                                         9,293        3,504
Other assets                                                                                    2,184        2,205
Separate account assets                                                                     1,108,125      641,871
- -------------------------------------------------------------------------------------------------------------------

Total assets                                                                           $    4,509,360    4,033,814
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

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

Consolidated Balance Sheets

December 31, 1997 and 1996

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

        LIABILITIES AND SHAREHOLDER'S EQUITY                                                1997         1996
- ------------------------------------------------------------------------------------------------------------------
                                                                                             (in thousands)

Liabilities:

<S>                                                                                   <C>               <C>      
    Policyholder deposits                                                             $    3,098,287    3,135,325
    Future policy benefits                                                                    38,361       32,342
    Payable on purchase of securities                                                          7,261       15,978
    Federal and state income taxes payable                                                     1,312        -
    Accounts payable and other liabilities                                                    21,912       19,764
    Future purchase price payable to OakRe                                                    12,173       16,051
    Guaranty fund assessments                                                                  9,700       12,409
    Separate account liabilities                                                           1,107,816      626,901
- ------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                          4,296,822    3,858,770
- ------------------------------------------------------------------------------------------------------------------


Shareholder's equity:

    Common stock, $2 par value.  Authorized
       5,000,000 shares; issued and outstanding

       2,899,446 shares in 1997 and 1996                                                       5,799        5,799
    Additional paid-in capital                                                               191,491      166,491
    Retained earnings                                                                         12,516        3,538
    Net unrealized appreciation (depreciation)

       on securities, net of tax                                                               2,732         (784)
- ------------------------------------------------------------------------------------------------------------------

Total shareholder's equity                                                                   212,538      175,044
- ------------------------------------------------------------------------------------------------------------------

Total liabilities and shareholder's equity                                            $    4,509,360    4,033,814
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



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

Consolidated Statements of Income

Years ended December 31, 1997, 1996, and 1995

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                 The Company                  Predecessor
                                                                 ----------------------------------------------------------
                                                                                         Seven months         Five months
                                                                                             ended               ended
                                                                                         December 31,           May 31,
                                                                    1997       1996        1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands)

Revenues:

<S>                                                            <C>               <C>             <C>               <C>  
    Premiums                                                   $      9,368      3,154           921               1,097
    Net investment income                                           111,661     70,629        24,188              92,486
    Net realized gains (losses) on sales of

       investments                                                      563        472         1,324             (12,414)
    Separate account fees                                            12,455      7,205         2,957               1,818
    Other income                                                      2,400      1,320           725               1,037
- ---------------------------------------------------------------------------------------------------------------------------

Total revenues                                                      136,447     82,780        30,115              84,024
- ---------------------------------------------------------------------------------------------------------------------------

Benefits and expenses:

    Interest on policyholder deposits                                81,129     50,100        17,706              97,867
    Current and future policy benefits                               11,496      5,130         1,785               1,830
    Operating and other expenses                                     19,208     14,573         7,126              12,777
    Amortization of purchased

       intangible assets                                              3,668      2,332         3,030               -
    Amortization of deferred acquisition
       costs                                                          6,307      4,389           100              11,157
- ---------------------------------------------------------------------------------------------------------------------------

Total benefits and expenses                                         121,808     76,524        29,747             123,631
- ---------------------------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                                    14,639      6,256           368             (39,607)
- ---------------------------------------------------------------------------------------------------------------------------

Income tax expense (benefit):

    Current                                                           1,951      1,740         1,011             (16,404)
    Deferred                                                          3,710        915          (580)              6,340
- ---------------------------------------------------------------------------------------------------------------------------

Total income tax expense (benefit)                                    5,661      2,655           431             (10,064)
- ---------------------------------------------------------------------------------------------------------------------------

Net income (loss)                                              $      8,978      3,601           (63)            (29,543)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




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

Consolidated Statements of Shareholder's Equity

Years ended December 31, 1997, 1996, and 1995

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                    The Company                Predecessor
                                                                      ------------------------------------------------------
                                                                                            Seven months       Five months
                                                                                               ended              ended
                                                                                            December 31,         May 31,
                                                                        1997      1996        1995               1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands)

Common stock, balance at beginning

<S>                                                                 <C>             <C>          <C>               <C>  
    and end of period                                               $     5,799     5,799        5,799             5,799
- ----------------------------------------------------------------------------------------------------------------------------

Additional paid-in capital:

    Balance at beginning of period                                      166,491   129,586      137,749           136,534
    Adjustment to reflect purchase acquisition
      indicated in note 2                                                 -         -          (52,163)            -
    Capital contribution                                                 25,000    36,905       44,000             1,215
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                191,491   166,491      129,586           137,749
- ----------------------------------------------------------------------------------------------------------------------------

Retained earnings (deficit):

    Balance at beginning of period                                        3,538       (63)     (36,441)            1,506
    Adjustment to reflect purchase acquisition
      indicated in note 2                                                 -         -           36,441             -
    Net income (loss)                                                     8,978     3,601          (63)          (29,543)
    Dividends to shareholder                                              -         -            -                (8,404)
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                 12,516     3,538          (63)          (36,441)
- ----------------------------------------------------------------------------------------------------------------------------

Net unrealized appreciation (depreciation) of securities:

      Balance at beginning of period                                       (784)    2,764      (28,837)          (65,228)
      Adjustment to reflect purchase acquisition
         indicated in note 2                                              -         -           28,837             -
      Change in unrealized appreciation (depreciation)
         of debt and equity securities                                   14,077   (13,915)      10,724           178,010
      Change in deferred Federal income taxes                            (1,893)    1,910       (1,489)          (18,458)
      Change in deferred acquisition costs                               (5,342)    1,561        -              (123,161)
      Change in present value of future profits

         attributable to unrealized losses (gains)                       (3,326)    6,896       (6,471)            -
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                  2,732      (784)       2,764           (28,837)
- ----------------------------------------------------------------------------------------------------------------------------

Total shareholder's equity                                          $   212,538   175,044      138,086            78,270
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




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

Consolidated Statements of Cash Flows

Years ended December 31, 1997, 1996, and 1995

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                The Company                   Predecessor
                                                                 -----------------------------------------------------------
                                                                                          Seven months        Five months
                                                                                             ended               ended
                                                                                          December 31,          May 31,
                                                                    1997       1996         1995                1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                       (in thousands)

Cash flows from operating activities:

<S>                                                            <C>               <C>          <C>                <C>    
    Interest and dividend receipts                             $    109,731      68,622       18,744             131,439
    Premiums received                                                 9,579       3,154          921               1,097
    Insurance and annuity benefit payments                           (5,219)     (3,729)      (2,799)             (1,809)
    Operating disbursements                                         (21,839)    (17,158)     (10,480)             (9,689)
    Taxes on income refunded (paid)                                     970      (3,016)          60              48,987
    Commissions and acquisition costs paid                          (55,067)    (36,735)     (17,456)            (23,872)
    Separate account charges                                         12,455       7,205        2,957               1,818
    Other                                                            (1,429)        937          529               1,120
    ------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating activities                  49,181      19,280       (7,524)            149,091
- ----------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:

    Cash used for the purchase of investment securities            (809,814)   (715,274)    (875,996)           (575,891)
    Proceeds from investment securities sold and matured            382,783     262,083      253,814           2,885,053
    Other                                                            15,400     (14,166)         179              (8,557)
- ----------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) investing activities                (411,631)   (467,357)    (622,003)          2,300,605
- ----------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:

    Policyholder deposits                                           841,174     446,784      132,752             130,660
    Transfers from (to) OakRe                                       637,168     574,010      628,481          (3,048,531)
    Transfer to separate accounts                                  (450,303)   (126,797)     (40,903)             (6,653)
    Return of policyholder deposits                                (597,425)   (491,025)    (436,271)           (290,586)
    Transfers to RGA                                               (120,411)      -            -                   -
    Dividends to shareholder                                          -           -            -                  (8,404)
    Capital contributions received                                   25,000      20,000       44,000               1,215
- ----------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) financing activities                 335,203     422,972      328,059          (3,222,299)
- ----------------------------------------------------------------------------------------------------------------------------

Decrease in cash and cash equivalents                               (27,247)    (25,105)    (301,468)           (772,603)

Cash and cash equivalents at beginning of period                     43,823      62,256      363,724           1,136,327
CFLIC contributed cash (note 9)                                       -           6,672        -                   -
- ----------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                     $     16,576      43,823       62,256             363,724
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                                                     (Continued)

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

Consolidated Statements of Cash Flows

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

                                                                                The Company                   Predecessor
                                                                 -----------------------------------------------------------
                                                                                          Seven months        Five months
                                                                                             ended               ended
                                                                                          December 31,          May 31,
                                                                    1997       1996         1995                1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                       (in thousands)

Reconciliation  of net income (loss) to net cash provided by (used in) operating
    activities:

<S>                                                            <C>                <C>            <C>             <C>     
      Net income (loss)                                        $      8,978       3,601          (63)            (29,543)
      Adjustments to reconcile net income (loss) to net
         cash provided by operating activities:
           Increase (decrease) in future policy benefits              6,019         680       (1,013)                 11
           Increase (decrease) in payables and accrued
              liabilities                                            (1,194)      2,900         (392)            (10,645)
           Decrease (increase) in accrued investment
              income                                                 (5,591)     (4,778)      (7,904)             32,010
           Amortization of intangible assets                          9,975       6,721        3,831              11,309
           Amortization and accretion of securities
              premiums and discounts                                  1,664       2,751          307               2,410
           Recapture commissions paid to OakRe                       (4,837)     (4,483)      (4,777)              -
           Net realized loss (gain) on sale of investments             (563)       (472)      (1,324)             12,414
           Interest accumulated on policyholder deposits             81,129      50,100       17,706              97,867
           Investment expenses paid                                   1,936       1,151          642               2,373
           Decrease (increase) in guaranty fund assessments           -           -             (104)              5,070
           Increase (decrease) in current and deferred
              Federal income taxes                                    5,917        (351)         491              38,923
           Separate account net loss (income)                        (2,637)     (2,008)           1                   1
           Commissions and expenses deferred                        (46,142)    (34,803)     (14,568)            (13,354)
           Other                                                     (5,473)     (1,729)        (357)                245
- ----------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating activities            $     49,181      19,280       (7,524)            149,091
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




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

Notes to Consolidated Financial Statements

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

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

Notes to Consolidated Financial Statements

December 31, 1997, 1996, and 1995

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

 (1)    NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

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

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

        Although the Company markets its products through numerous distributors,
        including regional brokerage firms, national brokerage firms, and banks,
        approximately 73%, 66%, and 59% of the company's sales have been through
        two specific  brokerage  firms, A. G. Edwards & Sons,  Incorporated  and
        Edward Jones & Company in 1997, 1996, and 1995, respectively.

              ORGANIZATION

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

        On June 1, 1995, XFSI sold 100% of the issued and outstanding  shares of
        the Predecessor to Cova  Corporation,  a subsidiary of General  American
        Life  Insurance  Company  (GALIC),  a Missouri  domiciled life insurance
        company,  in exchange for approximately  $91.4 million in cash and $22.7
        million in future  payables.  In conjunction  with this  Agreement,  the
        Predecessor also entered into a financing  reinsurance  transaction with
        OakRe Life Insurance  Company (OakRe),  a subsidiary of the Predecessor,
        to assume the economic benefits and risks of the existing single premium
        deferred  annuity  deposits  (SPDAs)  of Cova  Financial  Services  Life
        Insurance Company, which had an aggregate carrying value at June 1, 1995
        of $2,982 million. In exchange, the Predecessor transferred specifically
        identified assets to OakRe with a market value at June 1, 1995 of $2,986
        million.  Ownership of OakRe was retained by XFSI subsequent to the sale
        of the Predecessor and other affiliates.  The "Receivable from OakRe" to
        the Company that was created by this transaction will be liquidated over
        the   remaining   crediting   rate   guaranty   periods  which  will  be
        substantially  expired in three  years,  by the  transfer of cash in the
        amount of the then current  account value,  less a recapture  commission
        fee to OakRe on policies  retained beyond their 30-day no-fee  surrender
        window by the Company,  upon the next  crediting rate reset date of each
        annuity  policy.  The  Company  may then  reinvest  that  cash for those
        policies that are retained and thereafter  assume the benefits and risks
        of those deposits.

        In the event that both OakRe and XFSI  default  on the  receivable,  the
        Company may draw funds from a standby bank irrevocable  letter of credit
        established  by XFSI in the amount of $500 million.  No funds were drawn
        on this letter of credit during the periods ending December 31, 1997 and
        1996.


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

Notes to Consolidated Financial Statements

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

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

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

 (2)    PURCHASE ACCOUNTING

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

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

                                                                                                             June 1, 1995

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                             (in millions)

        Assets acquired:

<S>                                                                                                         <C>       
           Debt securities                                                                                  $     32.4
           Policy loans                                                                                           18.3
           Cash and cash equivalents                                                                             363.7
           Present value of future profits                                                                        47.4
           Goodwill                                                                                               20.5
           Deferred tax benefit                                                                                   24.9
           Receivable from OakRe                                                                               2,969.0
           Other assets                                                                                            5.9
           Separate account assets                                                                               332.7
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                               3,814.8

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

        Liabilities assumed:

           Policyholder deposits                                                                               3,299.2
           Future policy benefits                                                                                 27.2
           Future purchase price payable                                                                          22.7
           Deferred Federal income taxes                                                                          12.6
           Other liabilities                                                                                      29.0
           Separate account liabilities                                                                          332.7
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                               3,723.4

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

        Adjusted purchase price                                                                             $     91.4
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

 (3)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              DEBT SECURITIES

        Investments  in all debt  securities  with readily  determinable  market
        values are classified  into one of three  categories:  held to maturity,
        trading,  or available for sale.  Classification of investments is based
        on management's current intent. All debt securities at December 31, 1997
        and 1996 were classified as available for sale. Securities available for
        sale are carried at market  value,  with  unrealized  holding  gains and
        losses reported as a separate component of stockholder's  equity, net of
        deferred   effects  of  income  tax  and  related  effects  on  deferred
        acquisition costs and present value of future profits.

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

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

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

              MORTGAGE LOANS AND OTHER INVESTED ASSETS

        Mortgage  loans and policy loans are carried at their  unpaid  principal
        balances. Other invested assets are carried at lower of cost or market.

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

              CASH AND CASH EQUIVALENTS

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

              SEPARATE ACCOUNT ASSETS

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

        In order to provide for optimum  policyholder  returns, and to allow for
        the  replication  of the  investment  performance  of existing  "cloned"
        mutual funds,  the Company has periodically  transferred  capital to the
        separate  account to provide for the initial  purchase of investments in
        new  portfolios.   As  additional   funds  have  been  received  through
        policyholder  deposits, the Company has periodically reduced its capital
        investment  in  the  separate   accounts.   As  of  December  31,  1997,
        approximately  $309,000  of  capital  investments  remained  within  the
        separate accounts.

              DEFERRED POLICY ACQUISITION COSTS

        The costs of  acquiring  new  business  which vary with and are directly
        related to the  production  of new  business,  principally  commissions,
        premium taxes, sales costs, and certain policy issuance and underwriting
        costs, are deferred. These deferred costs are amortized in proportion to
        estimated future gross profits derived from investment income,  realized
        gains and losses on sales of securities, unrealized securities gains and
        losses, interest credited to accounts,  surrender fees, mortality costs,
        and policy maintenance expenses.  The estimated gross profit streams are
        periodically   reevaluated  and  the  unamortized  balance  of  deferred
        acquisition  costs is adjusted to the amount that would have existed had
        the actual  experience and revised estimates been known and applied from
        the  inception of the  policies  and  contracts.  The  amortization  and
        adjustments resulting from unrealized gains and losses is not recognized
        currently in income but as an offset to the unrealized  gains and losses
        reflected as a separate component of equity. The amortization  period is
        the remaining  life of the  policies,  which is estimated to be 20 years
        from the date of original policy issue.

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

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

                                                                                    The Company                Predecessor
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                 Seven            Five
                                                                                                months           months
                                                                                                 ended            ended
                                                                                             December 31,        May 31,
                                                                         1997       1996         1995             1995

                                                                                           (in thousands)

        Deferred policy acquisition costs,

<S>                                                                <C>             <C>            <C>             <C>    
           beginning of period                                     $    49,833     14,468         92,398          213,362
        Effects of push down purchase accounting                            -          -         (92,398)              -
        Commissions and expenses deferred                               46,142     34,803         14,568           13,354
        Amortization                                                    (6,307)    (4,389)          (100)         (11,157)
        Deferred policy acquisition costs attributable
           to unrealized (gains) losses                                 (5,342)     1,561             -          (123,161)
        Effects on deferred policy acquisition costs
           of CFLIC consolidation                                           -       3,390             -                -
- ---------------------------------------------------------------------------------------------------------------------------

        Deferred policy acquisition costs, end of period           $    84,326     49,833         14,468           92,398
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              PURCHASE-RELATED INTANGIBLE ASSETS AND LIABILITIES

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

              Present Value of Future Profits

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

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

        Based on current assumptions, amortization of the original in-force PVFP
        asset,  expressed as a percentage  of the original  in-force  asset,  is
        projected to be 5.3%,  4.3%,  4.4%,  4.7%,  and 4.7% for the years ended
        December  31,  1998  through  2002,  respectively.  Actual  amortization
        incurred  during  these  years  may be more or less as  assumptions  are
        modified to incorporate actual results.

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

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Seven
                                                                                                                  months
                                                                                                                   ended
                                                                                                               December 31,

                                                                                          1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

<S>                                                                                 <C>               <C>          <C>   
        Present value of future profits - beginning of period                       $     46,389      38,155       46,709
        Net amortization                                                                  (1,577)       (473)      (2,083)
        Present value of future profits attributable to

           unrealized (gains) losses                                                      (3,326)      6,896       (6,471)
        Adjustment due to revised push-down purchase accounting                               -          698           -
        Effects on present value of future profits of CFLIC consolidation                     -        1,113           -
- ---------------------------------------------------------------------------------------------------------------------------

        Present value of future profits - end of period                             $     41,486      46,389       38,155
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Goodwill

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

<TABLE>
<CAPTION>
                                                                                                                 Seven
                                                                                                                  months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                          1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

<S>                                                                                 <C>               <C>          <C>   
        Goodwill - beginning of period                                              $     20,849      23,358       24,060
        Amortization                                                                      (1,132)       (916)        (702)
        Adjustment due to revised push down purchase accounting                               -       (3,626)          -
        Effects on goodwill of CFLIC consolidation                                            -        2,033           -
- ---------------------------------------------------------------------------------------------------------------------------

        Goodwill - end of period                                                    $     19,717      20,849       23,358
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Future Payable

        Pursuant  to  the  financial   reinsurance  agreement  with  OakRe,  the
        receivable from OakRe becomes due in installments when the SPDA policies
        reach their next crediting rate reset date. For any recaptured  policies
        that continue in force into the next guarantee period,  the Company will
        pay a commission  to OakRe of 1.75% up to 40% of policy  account  values
        originally  reinsured  and  3.50%  thereafter.   On  policies  that  are
        recaptured and subsequently  exchanged to a variable annuity policy, the
        Company will pay a commission to OakRe of 0.50%.

        The Company has recorded a future  payable that  represents  the present
        value of the anticipated  future  commission  payments  payable to OakRe
        over  the  remaining  life  of  the  financial   reinsurance   agreement
        discounted  at an  estimated  borrowing  rate of 6.50%.  This  liability
        represents  a  contingent   purchase  price  payable  for  the  policies
        transferred  to OakRe on the  purchase  date and has been pushed down to
        the Company  through the financial  reinsurance  agreement.  The Company
        expects that this payable will be substantially extinguished by the year
        2000.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Seven
                                                                                                                 months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                          1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

<S>                                                                                 <C>               <C>          <C>   
        Future payable - beginning of period                                        $     16,051      23,967       27,797
        Interest added                                                                       959         943          947
        Payments to OakRe                                                                 (4,837)     (4,483)      (4,777)
        Adjustment due to revised push-down purchase accounting                               -       (5,059)          -
        Effects on future payable of CFLIC consolidation                                      -          683           -
- ---------------------------------------------------------------------------------------------------------------------------

        Future payable - end of period                                              $     12,173      16,051       23,967
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

        XFSI and GALIC  agreed to file an election to treat the  acquisition  of
        the Company as an asset  acquisition  under the  provisions  of Internal
        Revenue Code Section 338(h)(10).  As a result of that election,  the tax
        basis  of the  Company's  assets  as of the  date  of  acquisition  were
        revalued  based upon fair market  values.  The  principal  effect of the
        election was to establish a tax asset on the tax-basis  balance sheet of
        approximately  $37.9 million for the value of the business acquired that
        is amortizable for tax purposes over ten to fifteen years.

              POLICYHOLDER DEPOSITS

        The Company  recognizes  its liability  for policy  amounts that are not
        subject  to  policyholder  mortality  nor  longevity  risk at the stated
        contract value, which is the sum of the original deposit and accumulated
        interest, less any withdrawals.  The average weighted interest crediting
        rate on the Company's  policyholder deposits as of December 31, 1997 was
        5.95%.

              FUTURE POLICY BENEFITS

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

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

              PREMIUM REVENUE

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

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

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

              FEDERAL INCOME TAXES

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

        Subsequent to June 1, 1995, the Company files a consolidated  income tax
        return with its  subsidiaries.  Allocations  of Federal income taxes are
        based upon separate return calculations.

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

              RISKS AND UNCERTAINTIES

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

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

                    Investment market valuation

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

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

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

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

        In accordance  with SFAS No. 121,  Accounting for the Impairment of Long
        Lived  Assets and for Long Lived  Assets to the  Disposed  of, which was
        adopted by the  Company in the fourth  quarter of 1995,  the Company has
        considered  the  recoverability  of goodwill and has  concluded  that no
        circumstances  have  occurred  which  would give rise to  impairment  of
        goodwill at December 31, 1997.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

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

        These  techniques are  significantly  affected by the assumptions  used,
        including the discount rate and estimates of future cash flows. Although
        fair value estimates are calculated  using  assumptions  that management
        believes  are  appropriate,  changes in  assumptions  could  cause these
        estimates to vary  materially.  In that  regard,  the derived fair value
        estimates cannot be  substantiated by comparison to independent  markets
        and, in many cases, might not be realized in the immediate settlement of
        the instruments. SFAS No. 107 excludes certain financial instruments and
        all nonfinancial instruments from its disclosure  requirements.  Because
        of this, and further  because the value of a business is also based upon
        its  anticipated   earning  power,  the  aggregate  fair  value  amounts
        represented do not present the underlying value of the Company.

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

              Cash and Cash Equivalents, Short-Term Investments,
                 and Accrued Investment Income

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

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

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

              Policy Loans

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

              Interest Rate Swaps and Financial Futures Contracts

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

              Investment Contracts

        The Company's  policy  contracts  require the  beneficiaries to commence
        receipt of payments  by the later of age 85 or 10 years after  purchase,
        and  substantially all permit earlier  surrenders,  generally subject to
        fees and  adjustments.  Fair values for the  Company's  liabilities  for
        investment type contracts  (Policyholder  Deposits) are estimated as the
        amount  payable on demand.  As of December  31, 1997 and 1996,  the cash
        surrender value of policyholder funds on deposit was approximately $41.2
        million and $29.1 million less than their stated  carrying value. Of the
        contracts permitting surrender,  substantially all provide the option to
        surrender  without fee or adjustment  during the 30 days following reset
        of  guaranteed  crediting  rates.  The  Company  has  not  determined  a
        practical method to determine the present value of this option.

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

              REINSURANCE

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

        During 1997, the Company entered into a financing  reinsurance agreement
        with RGA Reinsurance Company (RGA), an affiliate,  related to certain of
        the Company's single premium deferred  annuity  products.  The agreement
        contains recapture provisions,  at the option of the Company,  beginning
        in 1999 at a rate of 20% per year.  Deposits recorded under the contract
        during  1997 were  approximately  $120  million,  and are  reflected  as
        policyholder  deposits in the consolidated balance sheet at December 31,
        1997.

              OTHER

        Certain 1996 and 1995 amounts have been  reclassified  to conform to the
1997 presentation.

 (4)    INVESTMENTS

        The Company's  investments in debt and equity  securities are considered
        available  for  sale and  carried  at  estimated  fair  value,  with the
        aggregate  unrealized  appreciation or depreciation  being recorded as a
        separate   component  of  shareholder's   equity.  The  amortized  cost,
        estimated fair value,  and carrying value of investments at December 31,
        1997 and 1996 were as follows:

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

                                                                                    1997

                                                                       Gross          Gross      Estimated
                                                       Amortized    unrealized     unrealized      fair         Carrying
                                                         cost          gains         losses        value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                            (in thousands of dollars)

        Debt securities:

<S>                                                <C>                    <C>                          <C>           <C>  
             U.S. Government treasuries            $        8,067         121              -           8,188         8,188
             Collateralized mortgage
                obligations                               370,802       4,504            (524)       374,782       374,782
             Corporate, state, municipalities,
                and political subdivisions                890,493      14,867          (8,083)       897,277       897,277
- ---------------------------------------------------------------------------------------------------------------------------

        Total debt securities                           1,269,362      19,492          (8,607)     1,280,247     1,280,247

        Mortgage loans                                    348,206      24,346              -         372,552       348,206
        Policy loans                                       24,228          -               -          24,228        24,228
        Short-term investments                                 -           -               -              -             -
- ---------------------------------------------------------------------------------------------------------------------------

        Total investments                          $    1,641,796      43,838          (8,607)     1,677,027     1,652,681
- ---------------------------------------------------------------------------------------------------------------------------

        Company's beneficial interest

             in separate accounts                  $           -           -               -             309           309
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                    1996

                                                                       Gross          Gross      Estimated
                                                       Amortized    unrealized     unrealized      fair         Carrying
                                                         cost          gains         losses        value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                            (in thousands of dollars)

        Debt securities:

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

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

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

        Total investments                          $    1,223,646       5,006          (8,198)     1,220,454     1,220,454
- ---------------------------------------------------------------------------------------------------------------------------

        Company's beneficial interest

             in separate accounts                  $           -           -               -          14,970        14,970
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The  amortized  cost and  estimated  fair  value of debt  securities  at
        December 31, 1997, by contractual  maturity,  are shown below.  Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay  obligations  with or  without  call or
        prepayment penalties.  Maturities of mortgage-backed  securities will be
        substantially  shorter  than their  contractual  maturity  because  they
        require  monthly  principal   installments  and  mortgagees  may  prepay
        principal.

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


                                                                                                          1997

                                                                                                                Estimated
                                                                                                 Amortized        fair
                                                                                                   cost           value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                (in thousands of dollars)

<S>                                                                                          <C>                    <C>  
        Less than one year                                                                   $        7,218         7,223
        Due after one year through five years                                                       390,374       391,433
        Due after five years through ten years                                                      381,229       385,719
        Due after ten years                                                                         119,739       121,090
        Mortgage-backed securities                                                                  370,802       374,782
- ---------------------------------------------------------------------------------------------------------------------------

        Total                                                                                $    1,269,362     1,280,247
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        At  December  31,  1997,  approximately  94.0%  of  the  Company's  debt
        securities are investment  grade or are nonrated but considered to be of
        investment grade. Of the 6.0% noninvestment grade debt securities,  4.6%
        are rated as BB,  1.3% are rated as B and .1% are rated C and treated as
        impaired.

        The Company participates in a securities lending program whereby certain
        securities are loaned to third parties, primarily major brokerage firms.
        The agreement with a custodian bank facilitating such lending requires a
        minimum  of 102% of the  initial  market  value of the  domestic  loaned
        securities to be maintained  in a collateral  pool. To further  minimize
        the credit risk related to this lending  program,  the Company  monitors
        the  financial  condition  of the  counterparties  to these  agreements.
        Securities  loaned at  December  31,  1997 had  market  values  totaling
        $14,594,982.  Cash,  letters of credit,  and  government  securities  of
        $14,851,854 were held by the custodian bank as collateral to secure this
        agreement.  Income on the Company's security lending program in 1997 was
        immaterial.

        No debt  securities  were non  income-producing  during the years  ended
December 31, 1997 and 1996.

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

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

                                                                              The Company                      Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                              ended                ended
                                                                                          December 31,            May 31,
                                                             1997          1996               1995                 1995
                                                                                 (in thousands of dollars)

<S>                                                      <C>               <C>               <C>                  <C>   
        Income on debt securities                        $   84,203        53,632            19,629               63,581
        Income on equity securities                              -             -                 -                   302
        Income on short-term investments                      2,265         2,156             2,778               28,060
        Income on interest rate swaps                            43            -                 -                   377
        Income on policy loans                                1,852         1,454               868                  624
        Interest on mortgage loans                           24,890        13,633             1,444                  248
        Income on foreign exchange                               -             -                 -                   184
        Income on real estate                                    -             -                 -                 1,508
        Income on separate account investments                2,637           772                -                    (1)
        Loss on derivatives                                  (2,035)       (1,640)               -                    -
        Miscellaneous interest                                 (258)        1,773               109                  (24)
- ---------------------------------------------------------------------------------------------------------------------------

        Total investment income                             113,597        71,780            24,828               94,859

        Investment expenses                                  (1,936)       (1,151)             (640)              (2,373)
- ---------------------------------------------------------------------------------------------------------------------------

        Net investment income                            $  111,661        70,629            24,188               92,486
- ---------------------------------------------------------------------------------------------------------------------------

        Net realized capital gains (losses) were as follows:

               Debt securities                                  537           469             1,344              (16,749)
               Mortgage loans                                    27             4                -                 1,431
               Equity securities                                 -             -                 -                  (423)
               Real estate                                       -             -                 -                  (124)
               Short-term investments                            (1)           (1)              (20)              (1,933)
               Other assets                                      -             -                 -                   (76)
               Interest rate swaps                               -             -                 -                 5,460
- ---------------------------------------------------------------------------------------------------------------------------

        Net realized gains (losses) on investments        $     563           472             1,324              (12,414)
- ---------------------------------------------------------------------------------------------------------------------------

        Unrealized gains (losses) were as follows:

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                             The Company                       Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                              ended                ended
                                                                                          December 31,            May 31,

                                                             1997          1996               1995                 1995
                                                                                   (in thousands of dollars)

<S>                                                       <C>              <C>                <C>                  <C>     
        Debt securities                                   $  10,885        (3,213)            10,688               (85,410)
        Short-term investments                                   -             21                 36                   879
        Effects on deferred acquisition costs
           amortization                                      (3,781)        1,561                 -                 39,030
        Effects on present value of future
           profits amortization                              (2,901)          425             (6,471)                   -
- ---------------------------------------------------------------------------------------------------------------------------

        Unrealized gains (losses) before income tax           4,203        (1,206)             4,253               (45,501)

        Unrealized income tax benefit (expense)              (1,471)          422             (1,489)               16,664
- ---------------------------------------------------------------------------------------------------------------------------

        Net unrealized gains (losses) on investments      $   2,732          (784)             2,764               (28,837)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

        Proceeds from sales of  investments  in debt  securities for the Company
        during   1995  were   $214,811,186,   and  for  the   Predecessor   were
        $2,786,998,780.  Gross gains of $1,553,501  and gross losses of $190,899
        were realized by the Company on its sales. Included in these amounts for
        the  Company  are  $373,768  of  gross  gains  realized  on the  sale of
        noninvestment grade securities.  The Predecessor realized gross gains of
        $9,499,191  and gross losses of  $26,249,279  on its sales.  Included in
        these  amounts are  $6,367,297  of gross gains and  $7,607,167  of gross
        losses on the sale of noninvestment grade securities.

          Securities  with a  carrying  value  of  approximately  $7,083,163  at
          December  31,  1997 were  deposited  with  government  authorities  as
          required by law.


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

        As of December 31, 1997 the Company held no individual  securities which
exceeded 10% of shareholder's equity.

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

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

               Long-term debt                                                                                   Carrying
                 securities                                                                                       value

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

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

 (6)    FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

              FINANCIAL FUTURES CONTRACTS

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

        The Company has a variety of reasons to use derivative instruments, such
        as to attempt to protect the  Company  against  possible  changes in the
        market value of its  portfolio and to manage the  portfolio's  effective
        yield,  maturity, and duration. All of the Company's holdings are marked
        to market  monthly  with the  change in value  reflected  in  unrealized
        appreciation/depreciation.  Upon disposition, a realized gain or loss is
        recognized  accordingly,  except when  exercising an option  contract or
        taking delivery of a security  underlying a futures  contract.  In these
        instances,  the  recognition  of gain or loss  is  postponed  until  the
        disposal of the security underlying the option or futures contract.

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

              INTEREST RATE SWAPS

        The  Company is  sensitive  to  interest  rate  changes  and  changes in
        exchange  rates,   as  its   liabilities  may  reprice,   mature  before
        interest-earning  assets or exchange  rates may  fluctuate on bonds that
        pay in  foreign  dollars.  The  Company  manages  interest  rate risk on
        certain  contracts,  primarily  through the utilization of interest rate
        swaps. Under interest rate swaps, the Company agrees with counterparties
        to exchange,  at specified intervals,  the payments between floating and
        fixed rate interest amounts calculated by reference to notional amounts.
        Net interest payments are recognized within net investment income in the
        consolidated statements of operations.

        At December 31, 1997, the Company has one outstanding interest rate swap
        agreement  which  expires  in 2002.  Under the  agreement,  the  Company
        receives a fixed rate of 6.63% on $7.0 million and pays a floating  rate
        based on London  Interbank  Offered Rate (LIBOR).  At December 31, 1997,
        the estimated fair value of the agreement was immaterial.

              FUTURES

        A  futures  contract  is  an  agreement  involving  the  delivery  of  a
        particular asset on a specified future date at an agreed upon price. The
        Company generally invests in futures on S&P 500 securities and typically
        closes the contract  prior to the delivery  date.  These  contracts  are
        generally used to manage the portfolio's  effective  duration and reduce
        market risk.

        Upon  entering  into  futures  contracts,  the Company  maintains,  in a
        segregated account with its custodian,  securities with a value equal to
        its  obligation  under the  futures  contracts.  During  the  period the
        futures  contract is open,  payments  are  received  from or made to the
        broker  daily  based  upon  changes  in the value of the  contract  (the
        variation  margin)  with the  related  income or loss  reflected  in the
        statement  of income as a contra to  changes in fair value of the hedged
        security.

        The Company  periodically  enters into  financial  futures  contracts in
        order to hedge its short-term investment spread risks encountered during
        occasional periods of unusually large recapture activity as described in
        note 1. Gains and losses from these  anticipatory  hedges are applied to
        the cost basis of the assets acquired with recaptured  funds. Net losses
        recorded as basis  adjustments to hedged debt  securities  were $-0- and
        $381,105 in 1997 and 1996, respectively.

        In order to limit exposure to market  fluctuations  related to temporary
        seed money invested  within the separate  account,  the Company  entered
        into  financial  futures  contracts  during 1997 and 1996.  No financial
        futures were held at December 31, 1997.  Financial  futures with a total
        notional face amount of $14,528,750 and a fair value of $14,652,969 were
        held  at  December  31,  1996.  The  Company  recorded   $2,035,309  and
        $1,639,717  of losses from  terminated  contracts  as a component of net
        investment income during 1997 and 1996,  respectively.  The Company also
        recorded  gains of  $2,636,999  and  $2,007,720  as a  component  of net
        investment  income from market  appreciation  on the  underlying  hedged
        securities   within  the   separate   account   during  1997  and  1996,
        respectively.

        The  Company  is  exposed  to  credit  related  risk  in  the  event  of
        nonperformance by  counterparties to financial  instruments but does not
        expect  any  counterparties  to fail to meet  their  obligations.  Where
        appropriate,  master  netting  agreements are arranged and collateral is
        obtained  in the form of rights  to  securities  to lower the  Company's
        exposure to credit risk.  It is the  Company's  policy to deal only with
        highly rated companies.

 (7)    POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

        The  Company  has no direct  employees  and no  retired  employees.  All
        personnel  used to support the operations of the Company are supplied by
        contract  by  Cova  Life  Management  Company  (CLMC),  a  wholly  owned
        subsidiary  of Cova  Corporation.  The Company is allocated a portion of
        certain  health  care and life  insurance  benefits  for future  retired
        employees of CLMC. In 1997 and 1996, the Company was allocated a portion
        of benefit costs including  severance pay,  accumulated  vacations,  and
        disability benefits. At December 31, 1997, CLMC had no retired employees
        nor any employees fully eligible for retirement and had no disbursements
        for such benefit commitments.

        The expense arising from these obligations is not material.

 (8)    INCOME TAXES

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

        Income taxes are recorded in the  statements of earnings and directly in
        certain shareholder's equity accounts.  Income tax expense for the years
        ended December 31 was allocated as follows:

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

                                                                               The Company                     Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                              ended                ended
                                                                                          December 31,            May 31,
                                                                1997          1996            1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands of dollars)

        Statements of income:
           Operating income (excluding realized

<S>                                                       <C>                 <C>               <C>                 <C>    
               investment gains and losses)               $      5,464        2,493             (85)                (5,038)
           Realized investment gains (losses)                      197          162             516                 (5,026)
- ---------------------------------------------------------------------------------------------------------------------------

           Income tax expense (benefit) included

               in the statements of income                       5,661        2,655             431                (10,064)
- ---------------------------------------------------------------------------------------------------------------------------

        Shareholder's equity:
           Change in deferred Federal income

- ---------------------------------------------------------------------------------------------------------------------------
               taxes related to unrealized appreciation

- ---------------------------------------------------------------------------------------------------------------------------
               (depreciation) on securities                      1,893       (1,910)          1,489                 18,458

        Total income tax expense                          $      7,554          745           1,920                  8,394
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

                                                                            The Company                      Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                             ended                 ended
                                                                                          December 31,            May 31,
                                                         1997              1996               1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                (in thousands of dollars)

<S>                                               <C>                <C>                <C>               <C>        <C>  
        Computed expected tax expense             $  5,12435.0%      $ 2,19035.0%       $  12935.0%       $  (13,862)35.0%
        State income taxes, net                        (33)(0.2)          77  1.2           11  3.0             (306)0.8
        Tax-exempt bond interest                        -    -            -     -          (22)(6.0)            (332)0.8
        Amortization of intangible assets              396 2.7           320  5.1          254 69.0               -    -
        Permanent difference due to
           derivative transfer                          -    -            -     -           -     -            4,399(11.1)
        Other                                          174 1.2            68  1.1           59 16.1               37 (.1)
- ---------------------------------------------------------------------------------------------------------------------------

        Total                                     $  5,66138.7%      $ 2,65542.4%       $  431117.1%      $  (10,064)25.4%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The tax effect of temporary  differences  that give rise to  significant
        portions of the  deferred tax assets and  deferred  tax  liabilities  at
        December 31, 1997 and 1996 follows:

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

                                                                                                      1997          1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)

        Deferred tax assets:

<S>                                                                                              <C>                 <C>  
           PVFP                                                                                  $     2,043         1,639
           Policy reserves                                                                            25,312        19,237
           Liability for commissions on recapture                                                      4,715         6,073
           Tax basis of intangible assets purchased                                                    5,791         6,230
           DAC "Proxy Tax"                                                                            14,594         9,032
           Unrealized losses on investments                                                               -            422
           Other deferred tax assets                                                                      31           827
- ---------------------------------------------------------------------------------------------------------------------------

        Total assets                                                                                  52,486        43,460
- ---------------------------------------------------------------------------------------------------------------------------

        Deferred tax liabilities:

           PVFP                                                                                       11,777        19,169
           Unrealized gains on investments                                                             1,472            -
           Deferred acquisition costs                                                                 29,514        10,694
           Other deferred tax liabilities                                                              1,790            60
- ---------------------------------------------------------------------------------------------------------------------------

        Total liabilities                                                                             44,553        29,923
- ---------------------------------------------------------------------------------------------------------------------------

        Net deferred tax assets                                                                  $     7,933        13,537
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

 (9)    RELATED-PARTY TRANSACTIONS

        The  Company has  entered  into  management,  operations,  and  services
        agreements  with  both  affiliated  and  unaffiliated   companies.   The
        affiliated companies are Cova Life Management Company (CLMC), a Delaware
        corporation,  which  provides  management  services  and  the  employees
        necessary to conduct the  activities  of the Company,  and Conning Asset
        Management, which provides investment advice. Additionally, a portion of
        overhead and other  corporate  expenses are  allocated by the  Company's
        ultimate  parent,  GALIC.  The  unaffiliated  companies  are  Johnson  &
        Higgins,  a New Jersey  corporation,  and  Johnson &  Higgins/Kirke  Van
        Orsdel, a Delaware  corporation,  which provide various services for the
        Company including  underwriting,  claims, and administrative  functions.
        The affiliated and unaffiliated service providers are reimbursed for the
        cost of their  services  and are paid a service  fee.  Expenses and fees
        paid to affiliated  companies during 1997, 1996, and the seven months of
        1995  for the  Company  were  $9,400,517,  $6,618,303,  and  $7,139,525,
        respectively,  and for the five months of 1995 for the Predecessor  were
        $6,364,609.

        During 1997, the Company received approximately $1.1 million in advisory
        fees from GALIC  related to advisory  services for certain GALIC annuity
        products.

        On December 31, 1996 Cova Corporation  transferred its ownership of Cova
        Financial Life Insurance  Company  (CFLIC),  an affiliated  life insurer
        domiciled in the state of  California,  to the Company.  The transfer of
        ownership  was  recorded as  additional  paid-in  capital and  increased
        shareholder's equity on the Company's December 31, 1996 balance sheet by
        approximately  $16.9  million.  This change in direct  ownership  had no
        effect on the operations of either the Company or CFLIC as both entities
        had existed  under common  management  and control prior to the December
        31, 1996 transfer.  Although CFLIC's balance sheet is fully consolidated
        with the Company's December 31, 1996 balance sheet,  CFLIC's 1996 income
        and cash flow statements have not been  consolidated  with the Company's
        1996 income or cash flows statements. However, CFLIC's December 31, 1996
        cash  balance of $6.7  million is included in the  Company's  cash flows
        statement.

(10)    STATUTORY SURPLUS AND DIVIDEND RESTRICTION

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

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

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

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

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

                                                                                                     1997          1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                 (in thousands of dollars)

<S>                                                                                             <C>                 <C>   
        Statutory capital and surplus                                                           $     90,439        75,354
        Reconciling items:
           GAAP investment valuation reserves                                                           (237)          (88)
           Statutory asset valuation reserves                                                         18,301        17,599
           Interest maintenance reserve                                                                3,080         2,301
           GAAP investment adjustments to fair value                                                  10,886        (3,191)
           Deferred policy acquisition costs                                                          84,326        49,833
           GAAP basis policy reserves                                                                (37,292)      (30,202)
           Deferred Federal income taxes (net)                                                         7,933        13,537
           GAAP guarantee assessment adjustment                                                      (12,329)           -
           Goodwill                                                                                   19,457        20,849
           Present value of future profits                                                            41,486        46,389
           Future purchase price payable                                                             (12,173)      (16,051)
           Other                                                                                      (1,339)       (1,286)
- ---------------------------------------------------------------------------------------------------------------------------

        GAAP shareholder's equity                                                               $    212,538       175,044
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Statutory net losses for CFSLIC for the years ended December 31, 1997,
          1996,  and  1995  were  $9,816,357,   $13,575,788,   and  $74,012,650,
          respectively.

        The maximum  amount of dividends  which can be paid by State of Missouri
        insurance  companies  to  shareholders  without  prior  approval  of the
        insurance commissioner is the greater of 10% of statutory earned surplus
        or statutory net gain from operations for the preceding year. Due to the
        1997  statutory net loss and the Company's  negative  earned  surplus at
        December 31, 1997,  no dividends are  permissible  in 1998 without prior
        approval of the insurance commissioner.

        The  National  Association  of  Insurance  Commissioners  has  developed
        certain Risk Based  Capital (RBC)  requirements  for life  insurers.  If
        prescribed  levels of RBC are not  maintained,  certain  actions  may be
        required on the part of the Company or its  regulators.  At December 31,
        1997 the Company's total adjusted capital and authorized control level -
        RBC were  $108,741,069  and  $25,433,964,  respectively.  This  level of
        adjusted capital qualifies under all tests.

(11)    GUARANTY FUND ASSESSMENTS

        The  Company   participates  with  life  insurance   companies  licensed
        throughout  the  United  States,  in  associations  formed to  guarantee
        benefits to policyholders of insolvent life insurance  companies.  Under
        state laws, as a condition for  maintaining  the Company's  authority to
        issue new business,  the Company is contingently liable for its share of
        claims covered by the guaranty  associations for  insolvencies  incurred
        through 1997, but for which assessments have not yet been determined nor
        assessed,  to a  maximum  in each  state  generally  of 2% of  statutory
        premiums per annum in the given state.  Most states then permit recovery
        of assets as a credit  against  premium of other state taxes over,  most
        commonly, five years.

        At December  31,  1997,  the  National  Organization  of Life and Health
        Guaranty   Associations  (NOLHGA)  distributed  a  study  of  the  major
        outstanding industry insolvencies,  with estimates of future assessments
        by state.  Based on this study,  the Company has accrued a liability for
        approximately  $9.7 million in future  assessments on insolvencies  that
        occurred  before  December 31,  1997.  Under the  coinsurance  agreement
        between  the  Company  and OakRe  (see  note 1),  OakRe is  required  to
        reimburse  the  Company  for any future  assessments  that it pays which
        relate to  insolvencies  occurring  prior to June 1, 1995. As such,  the
        Company has  recorded a  receivable  from OakRe for  approximately  $9.7
        million.

        At the same time,  the  Company is liable to OakRe for 80% of any future
        premium tax recoveries that are realized from any such assessments,  and
        may retain the  remaining  20%.  The credits  retained for 1997 were not
        material.



                                    PART C
                              OTHER INFORMATION


ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS

a.         Financial Statements
________________________________________________________________________

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

     1.  Independent Auditors' Report.

     2.  Statement of Assets and Liabilities as of December 31, 1997.

     3.  Statement of Operations for the year or period ended December
         31, 1997.

     4.  Statements of Changes in Contract Owners' Equity for each of the
         years or periods presented.

     5.  Financial Highlights for each of the years or periods presented.

     6.  Notes to Financial Statements - December 31, 1997 and 1996.

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

     1.  Independent Auditors' Report.

     2.  Consolidated Balance Sheets of the Company as of December
         31, 1997 and 1996.

     3.  Consolidated Statements of Income for the Company for the
         years ended December 31, 1997, 1996, and 1995.

     4.  Consolidated Statements of Shareholder's Equity for the
         years ended December 31, 1997, 1996, and 1995.

     5.  Consolidated Statements of Cash Flows for the years ended
         December 31, 1997, 1996, and 1995.

     6.  Notes to Consolidated Financial Statements - December 31,
         1997, 1996, and 1995.

b.         Exhibits
           ---------------------------------------------------------------

       1.  Resolution of Board of Directors of the Company authorizing the
           establishment of the Variable Account.*

       2.  Not Applicable.

       3.(i)  Form of Principal Underwriter's Agreement. +
         (ii) Form of Selling Agreement. +

       4.(i) Individual Flexible Purchase Payment Deferred Variable Annuity
             Contract.***

         (ii)Death Benefit Rider***

        (iii)Rider - Nursing Home Waiver***

       5.  Application for Variable Annuity. +

       6.(i)   Copy of Articles of Incorporation of the Company.***
         (ii)  Copy of the Bylaws of the Company.***

       7.  Not Applicable.

       8.(i)  Form of Fund Participation Agreement among MFS Variable Insurance 
              Trust, Cova Financial Services Life Insurance Company and 
              Massachusetts Financial Services Company+

        (ii)  Form of Fund Participation Agreement among Cova Financial
              Services Life Insurance Company, Cova Life Sales Company,
              Alliance Capital Management LP and Alliance Fund Distributors,
              Inc.+

        (iii) Form of Fund Participation Agreement among Oppenheimer Variable
              Account Funds, OppenheimerFunds, Inc. and Cova Financial Services
              Life Insurance Company++

        (iv)  Form of Fund Participation Agreement among Putnam Variable Trust,
              Putnam Mutual Funds Corp. and Cova Financial Services Life
              Insurance Company++

        (v)   Form of Fund Participation Agreement by and among AIM Variable
              Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial
              Services Life Insurance Company, on behalf of itself and its
              Separate Accounts, and Cova Life Sales Company++

        (vi)  Form of Fund Participation Agreement among Investors Fund Series, 
              Zurich Kemper Investments, Inc., Zurich Kemper Distributors, Inc.
              and Cova Financial Services Life Insurance Company++

       (vii)  Form of Participation Agreement by and between Goldman Sachs 
              Variable Insurance Trust, Goldman, Sachs & Co. and Cova Financial
              Services Life Insurance Company++

       (viii) Form of Participation Agreement among Russell Insurance Funds,
              Russell Fund Distributors, Inc. and Cova Financial Services Life
              Insurance Company++

        (ix)  Form of Participation Agreement among Liberty Variable Investment
              Trust, Liberty Financial Investments, Inc. and Cova Financial 
              Services Life Insurance Company++
      
       9.  Opinion and Consent of Counsel. 

      10.  Consent of Independent Auditors.

      11.  Not Applicable.

      12.  Agreement Governing Contribution.**

      13.  Calculation of Performance Information

      14.  Company Organizational Chart.***

      27.  Not Applicable
     
      *Incorporated by reference to Registrant's initial filing on Form N-4 
       (File No. 811-5200) as filed on June 11, 1987.

     **Incorporated  by  reference  to  Registrant's  Amendment  No. 5 (File No.
     811-5200) as filed April 2, 1990.

     ***Incorporated by reference to Registrant's Form N-4 (File Nos. 333-34741
     and 811-05200) electronically filed on August 29, 1997.

     +Incorporated by reference to Registrants Pre-Effective Amendment No. 1 
     to Form N-4 electronically filed on November 19, 1997.

     ++Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4
     electronically filed on January 26, 1998.
 
ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following are the Officers and Directors of the Company:

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

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

Lorry J. Stensrud                 President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Barber                    Director
13045 Tesson Ferry Road
St. Louis, MO 63128

Frances S. Cook                   Secretary
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

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

Judy M. Drew                      Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Patricia E. Gubbe                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

Philip A. Haley                   Executive Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

J. Robert Hopson                  Vice President,
One Tower Lane, Suite 3000        Chief Actuary and Director
Oakbrook Terrace, IL  60181-4644

E. Thomas Hughes, Jr.             Treasurer and Director
700 Market St.
St. Louis, MO 63101

Douglas E. Jacobs                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

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

William C. Mair                   Vice President,
One Tower Lane, Suite 3000        Controller and Director
Oakbrook Terrace, IL  60181-4644

Matthew P. McCauley               Assistant Secretary and Director
700 Market St.
St. Louis, MO 63101

Mark E. Reynolds                  Executive Vice President and Director
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

Myron H. Sandberg                 Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

John W. Schaus                    Vice President
One Tower Lane, Suite 3000
Oakbrook Terrace, IL  60181-4644

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

Kent P. Zimmerman                 Assistant Treasurer
700 Market Street
St. Louis, MO 63101
</TABLE>



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

A company organizational chart was filed in Registrant's Form N-4 (File Nos.
333-34741 and 811-05200) filed August 29, 1997 as Exhibit 14 and is 
incorporated herein by reference.


ITEM 27.   NUMBER OF CONTRACT OWNERS

As of April 6, 1998, there were 110 Qualified Contract Owners and 517 
Non-Qualified Contract Owners.

ITEM 28.   INDEMNIFICATION

The Bylaws of the Company (Article IV, Section 1) provide that:

Each  person  who is or was a director, officer or employee of the corporation
or  is or was serving at the request of the corporation as a director, officer
or employee of another corporation, partnership, joint venture, trust or other
enterprise  (including  the heirs, executors, administrators or estate of such
person) shall be indemnified by the corporation as of right to the full extent
permitted or authorized by the laws of the State of Missouri, as now in effect
and  as  hereafter amended, against any liability, judgment, fine, amount paid
in  settlement,  cost  and  expenses  (including  attorney's fees) asserted or
threatened  against  and incurred by such person in his capacity as or arising
out  of his status as a director, officer or employee of the corporation or if
serving  at the request of the corporation, as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise.
The  indemnification provided by this bylaw provision shall not be exclusive
of any other rights to which those indemnified may be entitled under any other
bylaw  or under any agreement, vote of shareholders or disinterested directors
or  otherwise,  and shall not limit in any way any right which the corporation
may have to make different or further indemnification with respect to the same
or different persons or classes of persons.

Insofar  as  indemnification for liability arising under the Securities Act of
1933  may  be  permitted  directors and officers or controlling persons of the
Company  pursuant to the foregoing, or otherwise, the Company has been advised
that  in  the  opinion  of  the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in  the  Act and,
therefore,  unenforceable.    In  the  event  that a claim for indemnification
against  such  liabilities  (other than the payment by the Company of expenses
incurred  or  paid by a director, officer or controlling person of the Company
in  the  successful  defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being  registered,  the Company will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a court of
appropriate  jurisdiction  the  question whether such indemnification by it is
against  public  policy  as  expressed  in the Act and will be governed by the
final adjudication of such issue.

ITEM 29.   PRINCIPAL UNDERWRITERS

     (a)  Cova Life Sales Company is the principal underwriter for the 
following investment companies (other than Registrant):

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

     (b)  Cova  Life  Sales  Company is the principal underwriter for the
Contracts.   The following persons are the officers and directors of Cova Life
Sales  Company.   The principal business address for each officer and director
of  Cova  Life  Sales Company is One Tower Lane, Suite 3000, Oakbrook Terrace,
Illinois 60181-4644.

<TABLE>
<CAPTION>
<S>                 <C>
Name and Principal  Positions and Offices
 Business Address   with Underwriter

Judy M. Drew        President, Chief Operations Officer and Director

Lorry J. Stensrud   Director

Patricia E. Gubbe   Vice President and Chief Compliance Officer

William C. Mair     Director

Philip A. Haley     Vice President

Frances S. Cook     Assistant Secretary

Robert A. Miner     Treasurer
</TABLE>


     (c)  Not Applicable.

ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS

Robert Miner,  whose  address  is  One Tower Lane, Suite 3000, Oakbrook
Terrace,  Illinois  60181-4644  maintains physical possession of the accounts,
books  or  documents  of  the  Variable  Account  required to be maintained by
Section  31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder.

ITEM 31.   MANAGEMENT SERVICES

Not Applicable.

ITEM 32.     UNDERTAKINGS

     a.  Registrant hereby undertakes to file a post-effective amendment to
this  registration  statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
sixteen  (16)  months  old  for  so long as payment under the variable annuity
contracts may be accepted.

     b.  Registrant hereby undertakes to include either (1) as part of any
application  to purchase a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard  or  similar  written  communication  affixed  to  or included in the
Prospectus that the applicant can remove to send for a Statement of Additional
Information.

     c.  Registrant hereby undertakes to deliver any Statement of Additional
Information  and  any  financial statement required to be made available under
this Form promptly upon written or oral request.

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

                               REPRESENTATIONS

     The Company hereby represents that it is relying upon a No Action Letter
issued  to  the  American  Council  of  Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:

     1.  Include appropriate disclosure regarding the redemption restrictions
imposed  by  Section  403(b)(11) in each registration statement, including the
prospectus, used in connection with the offer of the contract;

     2.  Include appropriate disclosure regarding the redemption restrictions
imposed  by Section 403(b)(11) in any sales literature used in connection with
the offer of the contract;

     3.  Instruct sales representatives who solicit participants to purchase
the  contract  specifically  to  bring  the redemption restrictions imposed by
Section 403(b)(11) to the attention of the potential participants;

     4.  Obtain from each plan participant who purchases a Section 403(b)
annuity contract, prior to or at the time of such purchase, a signed statement
acknowledging  the  participant's  understanding  of  (1)  the restrictions on
redemption  imposed  by  Section  403(b)(11),  and  (2)  other  investment
alternatives  available  under  the  employer's  Section 403(b) arrangement to
which the participant may elect to transfer his contract value.


                                  SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration Statement to be signed on its behalf, in the City of Oakbrook 
Terrace,  and State of Illinois on this 23rd day of April, 1998.

<TABLE>
<CAPTION>
<S>                                   <C>
                                      COVA VARIABLE ANNUITY ACCOUNT ONE
                                      (Registrant)


                                 By:  COVA FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY


                                 By:   /S/ LORRY J. STENSRUD                     
                                      ____________________________________
                                     


                                      COVA FINANCIAL SERVICES LIFE
                                      INSURANCE COMPANY
                                      Depositor

                                 By:  /S/ LORRY J. STENSRUD
                                      ____________________________________
                                      
</TABLE>


As  required  by  the  Securities Act of 1933, this Registration Statement has
been  signed  by  the  following  persons  in  the capacities and on the dates
indicated.


<TABLE>
<CAPTION>
<S>                     <C>                       <C>
                        
- ----------------------  Chairman of the Board     ------    
Richard A. Liddy        and Director               Date

/S/ LORRY J. STENSRUD   President and Director    4/23/98
- ----------------------                            ------
Lorry J. Stensrud                                  Date
                      
- ----------------------  Director                  ------    
Leonard M. Rubenstein                              Date

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

William C. Mair*        Controller and Director   4/23/98
- ----------------------                            ------     
William C. Mair                                    Date

E. Thomas Hughes, Jr.*  Treasurer and Director    4/23/98
- ----------------------                            ------     
E. Thomas Hughes, Jr.                              Date

Matthew P. McCauley*    Director                  4/23/98
- ----------------------                            ------     
Matthew P. McCauley                                Date

John W. Barber*         Director                  4/23/98
- ----------------------                            ------     
John W. Barber                                     Date

                        Director                        
- ----------------------                            ------
Mark E. Reynolds                                   Date
</TABLE>




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






                              INDEX TO EXHIBITS

EXHIBIT NO.

EX-99.B9      Opinion and Consent of Counsel

EX-99.B10     Consent of Independent Auditors

EX-99.B13     Calculation of Performance Information



                                   EXHIBITS

                                      TO

              POST-EFFECTIVE AMENDMENT NO. 2 (FILE NO. 333-34741) 

                                      TO

                                   FORM N-4

                                      FOR

                        COVA VARIABLE ANNUITY ACCOUNT ONE

Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866

April 29, 1998


Board of Directors
Cova Financial Services Life Insurance Company
One Tower Lane, Suite 3000
Oakbrook Terrace, IL 60181-4644

RE:  Opinion of Counsel - Cova Variable Annuity Account One

Gentlemen:

You  have  requested our Opinion of Counsel in connection with the filing with
the  Securities  and  Exchange  Commission  of a Post-Effective Amendment to a
Registration  Statement  on  Form  N-4  for  the  Individual Flexible Purchase
Payment  Deferred Variable Annuity Contracts (the "Contracts") to be issued by
Cova Financial Services Life Insurance Company and its separate account, Cova
Variable Annuity Account One.

We  have  made  such examination of the law and have examined such records and
documents  as  in  our  judgment  are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

     1.  Cova Variable Annuity Account One is a Unit Investment Trust as 
that term is defined in Section 4(2) of the Investment Company Act of 1940 
(the "Act"), and is currently registered with the Securities and Exchange 
Commission, pursuant to Section 8(a) of the Act.

     2.  Upon the acceptance of purchase payments made by an Owner pursuant to
a  Contract  issued  in  accordance  with  the  Prospectus  contained  in  the
Registration  Statement and upon compliance with applicable law, such an Owner
will  have  a  legally-issued, fully paid, non-assessable contractual interest
under such Contract.

You  may  use  this  opinion  letter,  or a copy thereof, as an exhibit to the
Registration Statement.

We  consent  to  the  reference to our Firm under the caption "Legal Opinions"
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.


By: /S/ RAYMOND A. O'HARA III
    _____________________________________
        Raymond A. O'Hara III


Consent of Independent Auditors

The Board of Directors
Cova Financial Services Life Insurance Company

We consent to the use of our reports on the consolidated financial statements of
Cova Financial  Services Life Insurance  Company and subsidiaries  (the Company)
dated March 5, 1998 and on the financial  statements of the  subaccounts of Cova
Variable Annuity Account One dated February 20, 1998 and to the reference to our
firm under the heading "Experts" in the Statement of Additional Information,  in
the Post-Effective  Amendment No. 2 to the Registration Statement (Form N-4, No.
333-34741)  of Cova  Variable  Annuity  Account One. Our report on the Company's
financial  statements  dated March 5, 1998,  contains an  explanatory  paragraph
stating that as a result of its 1995  acquisition,  the  consolidated  financial
information  for the periods  subsequent  to the  acquisition  is presented on a
different  cost  basis  than  for  the  period  prior  to the  acquisition  and,
therefore, is not comparable.

                                                   /s/KPMG Peat Marwick LLP

Chicago, Illinois
April 27, 1998


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                   Standard One Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value



    6 Lord Abbett Growth & Income
<S> <C>               <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
    6                 12/31/96         Purchase      1,000.00       25.089525     39.8573        39.8573       1,000.00
    6                 12/31/97         annual fee    (4.24)         30.837057     (0.1375)       39.7198       1,224.84
    6                 12/31/97         surrender fee (50.00)        30.837057     (1.6214)       38.0984       1,174.84

    8 LA Bond Debenture
    8                 12/31/96         Purchase      1,000.00       11.294930     88.5353        88.5353       1,000.00
    8                 12/31/97         annual fee    (1.77)         12.881792     (0.1374)       88.3979       1,138.72
    8                 12/31/97         surrender fee (50.00)        12.881792     (3.8814)       84.5165       1,088.72

    9 GACC Money Market
    9                 12/31/96         Purchase      1,000.00       10.233546     97.7178        97.7178       1,000.00
    9                 12/31/97         annual fee    (1.47)         10.667011     (0.1378)       97.5800       1,040.89
    9                 12/31/97         surrender fee (50.00)        10.667011     (4.6873)       92.8927       990.89

   15 JPM Quality Bond
   15                 12/31/96         Purchase      1,000.00       10.368764     96.4435        96.4435       1,000.00
   15                 12/31/97         annual fee    (1.53)         11.155126     (0.1372)       96.3063       1,074.31
   15                 12/31/97         surrender fee (50.00)        11.155126     (4.4822)       91.8241       1,024.31
</TABLE>



<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                   Standard One Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


   16 JPM Small Cap Stock

<S>                   <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
   16                 12/31/96         Purchase      1,000.00       11.308419     88.4297        88.4297       1,000.00
   16                 12/31/97         annual fee    (1.86)         13.491466     (0.1379)       88.2918       1,191.19
   16                 12/31/97         surrender fee (50.00)        13.491466     (3.7060)       84.5858       1,141.19

   17 JPM Large Cap Stock
   17                 12/31/96         Purchase      1,000.00       11.334979     88.2225        88.2225       1,000.00
   17                 12/31/97         annual fee    (2.05)         14.889462     (0.1377)       88.0848       1,311.54
   17                 12/31/97         surrender fee (50.00)        14.889462     (3.3581)       84.7267       1,261.53

   18 JPM Select Equity
   18                 12/31/96         Purchase      1,000.00       10.838053     92.2675        92.2675       1,000.00
   18                 12/31/97         annual fee    (1.93)         14.053502     (0.1373)       92.1302       1,294.75
   18                 12/31/97         surrender fee (50.00)        14.053502     (3.5578)       88.5724       1,244.75

   19 JPM International Equity
   19                 12/31/96         Purchase      1,000.00       10.967004     91.1826        91.1826       1,000.00
   19                 12/31/97         annual fee    (1.58)         11.462435     (0.1378)       91.0448       1,043.60
   19                 12/31/97         surrender fee (50.00)        11.462435     (4.3621)       86.6827       993.59
</TABLE>


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                              One Year Performance
                             Standard Total Returns
                                    12/31/97


             Sub-Account                             Account        12/31/97      Initial        Inception     Days Since
                                                     Value          AUV           Investment     Date          Inception


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

    6 Lord Abbett Growth & Income                    1,174.84       30.837057     1,000.00       12/11/89      2,942
    8 LA Bond Debenture                              1,088.72       12.881792     1,000.00       05/01/96      610
    9 GACC Money Market                              990.89         10.667011     1,000.00       06/03/96      576
   11 LA Developing Growth                        (1)                             1,000.00       08/20/97      134
   12 LA Large Cap Research                       (1)                             1,000.00       08/20/97      134
   13 LA Mid-Cap Value                            (1)                             1,000.00       08/20/97      134
   15 JPM Quality Bond                               1,024.31       11.155126     1,000.00       05/01/96      610
   16 JPM Small Cap Stock                            1,141.19       13.491466     1,000.00       05/01/96      610
   17 JPM Large Cap Stock                            1,261.53       14.889462     1,000.00       05/01/96      610
   18 JPM Select Equity                              1,244.75       14.053502     1,000.00       05/01/96      610
   19 JPM International Equity                       993.59         11.462435     1,000.00       05/01/96      610
</TABLE>

(1)  Inception date of sub-account is less than one year.
<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                 Non-Standard One Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value




    6 Lord Abbett Growth & Income
<S> <C>               <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
    6                 12/31/96         Purchase      1,000.00       25.089525     39.8573        39.8573       1,000.00
    6                 12/31/97         annual fee                   30.837057     0.0000         39.8573       1,229.08
    6                 12/31/97         surrender fee                30.837057     0.0000         39.8573       1,229.08

    8 LA Bond Debenture
    8                 12/31/96         Purchase      1,000.00       11.294930     88.5353        88.5353       1,000.00
    8                 12/31/97         annual fee                   12.881792     0.0000         88.5353       1,140.49
    8                 12/31/97         surrender fee                12.881792     0.0000         88.5353       1,140.49

    9 GACC Money Market
    9                 12/31/96         Purchase      1,000.00       10.233546     97.7178        97.7178       1,000.00
    9                 12/31/97         annual fee                   10.667011     0.0000         97.7178       1,042.36
    9                 12/31/97         surrender fee                10.667011     0.0000         97.7178       1,042.36

   15 JPM Quality Bond
   15                 12/31/96         Purchase      1,000.00       10.368764     96.4435        96.4435       1,000.00
   15                 12/31/97         annual fee                   11.155126     0.0000         96.4435       1,075.84
   15                 12/31/97         surrender fee                11.155126     0.0000         96.4435       1,075.84
</TABLE>


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                 Non-Standard One Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


   16 JPM Small Cap Stock

<S>                   <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
   16                 12/31/96         Purchase      1,000.00       11.308419     88.4297        88.4297       1,000.00
   16                 12/31/97         annual fee                   13.491466     0.0000         88.4297       1,193.05
   16                 12/31/97         surrender fee                13.491466     0.0000         88.4297       1,193.05

   17 JPM Large Cap Stock
   17                 12/31/96         Purchase      1,000.00       11.334979     88.2225        88.2225       1,000.00
   17                 12/31/97         annual fee                   14.889462     0.0000         88.2225       1,313.59
   17                 12/31/97         surrender fee                14.889462     0.0000         88.2225       1,313.59

   18 JPM Select Equity
   18                 12/31/96         Purchase      1,000.00       10.838053     92.2675        92.2675       1,000.00
   18                 12/31/97         annual fee                   14.053502     0.0000         92.2675       1,296.68
   18                 12/31/97         surrender fee                14.053502     0.0000         92.2675       1,296.68

   19 JPM International Equity
   19                 12/31/96         Purchase      1,000.00       10.967004     91.1826        91.1826       1,000.00
   19                 12/31/97         annual fee                   11.462435     0.0000         91.1826       1,045.17
   19                 12/31/97         surrender fee                11.462435     0.0000         91.1826       1,045.17
</TABLE>

<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                              One Year Performance
                           Non-Standard Total Returns
                                    12/31/97


             Sub-Account                             Account        12/31/97      Initial        Inception     Days Since
                                                     Value          AUV           Investment     Date          Inception


<S> <C>                                              <C>            <C>           <C>            <C>   <C>     <C>  
   
    6 Lord Abbett Growth & Income                    1,229.08       30.837057     1,000.00       12/11/89      2,942
    8 LA Bond Debenture                              1,140.49       12.881792     1,000.00       05/01/96      610
    9 GACC Money Market                              1,042.36       10.667011     1,000.00       06/03/96      576
   11 LA Developing Growth                        (1)                             1,000.00       08/20/97      134
   12 LA Large Cap Research                       (1)                             1,000.00       08/20/97      134
   13 LA Mid-Cap Value                            (1)                             1,000.00       08/20/97      134
   15 JPM Quality Bond                               1,075.84       11.155126     1,000.00       05/01/96      610
   16 JPM Small Cap Stock                            1,193.05       13.491466     1,000.00       05/01/96      610
   17 JPM Large Cap Stock                            1,313.59       14.889462     1,000.00       05/01/96      610
   18 JPM Select Equity                              1,296.68       14.053502     1,000.00       05/01/96      610
   19 JPM International Equity                       1,045.17       11.462435     1,000.00       05/01/96      610
  
</TABLE>


(1)  Inception date of sub-account is less than one year.

<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                   Standard Five Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value
                                                                     

   

<S> <C>               <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
   
</TABLE>


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                   Standard Five Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


    6 Lord Abbett Growth & Income

<S> <C>               <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
    6                 12/31/92         Purchase      1,000.00       14.504325     68.9450        68.9450       1,000.00
    6                 12/31/93         annual fee    (5.95)         16.424494     (0.3623)       68.5827       1,126.44
    6                 12/31/94         annual fee    (6.20)         16.642028     (0.3726)       68.2101       1,135.15
    6                 12/31/95         annual fee    (6.52)         21.306277     (0.3060)       67.9041       1,446.78
    6                 12/31/96         annual fee    (6.84)         25.089525     (0.2726)       67.6315       1,696.84
    6                 12/31/97         annual fee    (7.15)         30.837057     (0.2319)       67.3996       2,078.41
    6                 12/31/97         surrender fee (45.00)        30.837057     (1.4593)       65.9403       2,033.40
</TABLE>





<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                 Non-Standard Five Year Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


    6 Lord Abbett Growth & Income

<S> <C>               <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
    6                 12/31/92         Purchase      1,000.00       14.504325     68.9450        68.9450       1,000.00
    6                 12/31/93         annual fee                   16.424494     0.0000         68.9450       1,132.39
    6                 12/31/94         annual fee                   16.642028     0.0000         68.9450       1,147.38
    6                 12/31/95         annual fee                   21.306277     0.0000         68.9450       1,468.96
    6                 12/31/96         annual fee                   25.089525     0.0000         68.9450       1,729.80
    6                 12/31/97         annual fee                   30.837057     0.0000         68.9450       2,126.06
    6                 12/31/97         surrender fee                30.837057     0.0000         68.9450       2,126.06
</TABLE>


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
               Standard Inception to Date Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


   

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

    6 Lord Abbett Growth & Income
    6                 12/11/89         Purchase      1000           10            100            100           1000
    6                 12/11/90         annual fee    -7.39          9.991916      -0.7396        99.2604       991.8
    6                 12/11/91         annual fee    -5.26          11.635826     -0.4521        98.8083       1149.72
    6                 12/11/92         annual fee    -5.07          14.232895     -0.3562        98.4521       1401.26
    6                 12/11/93         annual fee    -5.1           16.227131     -0.3143        98.1378       1592.49
    6                 12/11/94         annual fee    -5.25          16.145116     -0.3252        97.8126       1579.2
    6                 12/11/95         annual fee    -5.7           21.265128     -0.268         97.5446       2074.3
    6                 12/11/96         annual fee    -3.76          25.168559     -0.1494        97.3952       2451.3
    6                 12/11/97         annual fee    -3.2           30.678569     -0.1043        97.2909       2984.75
    6                 12/31/97         annual fee    -3.17          30.837057     -0.1028        97.1881       2996.99
    6                 12/31/97         surrender fee 0              30.837057     0              97.1881       2996.99

    8 LA Bond Debenture
    8                 05/01/96         Purchase      1000           10.09767      99.0327        99.0327       1000
    8                 12/11/96         annual fee    -1.67          11.194096     -0.1492        98.8835       1106.91
    8                 12/11/97         annual fee    -1.33          12.782825     -0.104         98.7795       1262.68
    8                 12/31/97         annual fee    -1.32          12.881792     -0.1025        98.677        1271.14
    8                 12/31/97         surrender fee -45            12.881792     -3.4933        95.1837       1226.14

    9 GACC Money Market
    9                 06/03/96         Purchase      1000           10            100            100           1000
    9                 12/11/96         annual fee    -1.52          10.210737     -0.1489        99.8511       1019.55
    9                 12/11/97         annual fee    -1.11          10.639859     -0.1043        99.7468       1061.29
    9                 12/31/97         annual fee    -1.1           10.667011     -0.1031        99.6437       1062.9
    9                 12/31/97         surrender fee -45            10.667011     -4.2186        95.4251       1017.9

   11 LA Developing Growth
   11                 08/20/97         Purchase      1000           10            100            100           1000
   11                 12/11/97         annual fee    -1.07          10.22393      -0.1047        99.8953       1021.32
   11                 12/31/97         annual fee    -1.08          10.527554     -0.1026        99.7927       1050.57
   11                 12/31/97         surrender fee -50            10.527554     -4.7494        95.0433       1000.57

   12 LA Large Cap Research
   12                 08/20/97         Purchase      1000           10            100            100           1000
   12                 12/11/97         annual fee    -1.01          9.729456      -0.1038        99.8962       971.94
   12                 12/31/97         annual fee    -1.02          9.89956       -0.103         99.7932       987.91
   12                 12/31/97         surrender fee -50            9.89956       -5.0507        94.7425       937.91
</TABLE>

<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
               Standard Inception to Date Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


   13 LA Mid-Cap Value

<S>                   <C>   <C>                      <C>            <C>           <C>            <C>           <C> 
   13                 08/20/97         Purchase      1000           10            100            100           1000
   13                 12/11/97         annual fee    -1.06          10.200277     -0.1039        99.8961       1018.97
   13                 12/31/97         annual fee    -1.08          10.467957     -0.1032        99.7929       1044.63
   13                 12/31/97         surrender fee -50            10.467957     -4.7765        95.0164       994.63

   15 JPM Quality Bond
   15                 05/01/96         Purchase      1000           9.897228      101.0384       101.0384      1000
   15                 12/11/96         annual fee    -1.55          10.364657     -0.1495        100.8889      1045.68
   15                 12/11/97         annual fee    -1.16          11.109409     -0.1044        100.7845      1119.66
   15                 12/31/97         annual fee    -1.15          11.155126     -0.1031        100.6814      1123.11
   15                 12/31/97         surrender fee -45            11.155126     -4.034         96.6474       1078.11

   16 JPM Small Cap Stock
   16                 05/01/96         Purchase      1000           10.51256      95.1243        95.1243       1000
   16                 12/11/96         annual fee    -1.65          11.086421     -0.1488        94.9755       1052.94
   16                 12/11/97         annual fee    -1.37          13.178906     -0.104         94.8715       1250.3
   16                 12/31/97         annual fee    -1.39          13.491466     -0.103         94.7685       1278.57
   16                 12/31/97         surrender fee -45            13.491466     -3.3354        91.4331       1233.57

   17 JPM Large Cap Stock
   17                 05/01/96         Purchase      1000           10.003025     99.9698        99.9698       1000
   17                 12/11/96         annual fee    -1.69          11.353003     -0.1489        99.8209       1133.27
   17                 12/11/97         annual fee    -1.52          14.627928     -0.1039        99.717        1458.65
   17                 12/31/97         annual fee    -1.53          14.889462     -0.1028        99.6142       1483.2
   17                 12/31/97         surrender fee -45            14.889462     -3.0223        96.5919       1438.2

   18 JPM Select Equity
   18                 05/01/96         Purchase      1000           10.08389      99.1681        99.1681       1000
   18                 12/11/96         annual fee    -1.61          10.779321     -0.1494        99.0187       1067.35
   18                 12/11/97         annual fee    -1.43          13.728118     -0.1042        98.9145       1357.91
   18                 12/31/97         annual fee    -1.44          14.053502     -0.1025        98.812        1388.65
   18                 12/31/97         surrender fee -45            14.053502     -3.202         95.61         1343.66

   19 JPM International Equity
   19                 05/01/96         Purchase      1000           10.214899     97.8962        97.8962       1000
   19                 12/11/96         annual fee    -1.6           10.726728     -0.1492        97.747        1048.51
   19                 12/11/97         annual fee    -1.18          11.295266     -0.1045        97.6425       1102.9
   19                 12/31/97         annual fee    -1.18          11.462435     -0.1029        97.5396       1118.04
   19                 12/31/97         surrender fee -45            11.462435     -3.9259        93.6137       1073.04


</TABLE>


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                          Inception to Date Performance
                           Standard Annualized Returns
                                    12/31/97


             Sub-Account                             Account        12/31/97      Initial        Inception     Days Since
                                                     Value          AUV           Investment     Date          Inception


<S> <C>                                              <C>            <C>           <C>            <C>   <C>     <C>  
   
    6 Lord Abbett Growth & Income                    2,996.99       30.837057     1,000.00       12/11/89      2,942
    8 LA Bond Debenture                              1,226.14       12.881792     1,000.00       05/01/96      610
    9 GACC Money Market                              1,017.90       10.667011     1,000.00       06/03/96      576
   11 LA Developing Growth                        (1)1,000.57       10.527554     1,000.00       08/20/97      134
   12 LA Large Cap Research                       (1)937.91         9.899560      1,000.00       08/20/97      134
   13 LA Mid-Cap Value                            (1)994.63         10.467957     1,000.00       08/20/97      134
   15 JPM Quality Bond                               1,078.11       11.155126     1,000.00       05/01/96      610
   16 JPM Small Cap Stock                            1,233.57       13.491466     1,000.00       05/01/96      610
   17 JPM Large Cap Stock                            1,438.20       14.889462     1,000.00       05/01/96      610
   18 JPM Select Equity                              1,343.66       14.053502     1,000.00       05/01/96      610
   19 JPM International Equity                       1,073.04       11.462435     1,000.00       05/01/96      610
  
  
</TABLE>


(1)  Not annualized for periods less than 1 year.


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
             Non-Standard Inception to Date Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value




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

    6 Lord Abbett Growth & Income
    6                 12/11/89         Purchase      1,000.00       10.000000     100.0000       100.0000      1,000.00
    6                 12/11/90         annual fee                   9.991916      0.0000         100.0000      999.19
    6                 12/11/91         annual fee                   11.635826     0.0000         100.0000      1,163.58
    6                 12/11/92         annual fee                   14.232895     0.0000         100.0000      1,423.29
    6                 12/11/93         annual fee                   16.227131     0.0000         100.0000      1,622.71
    6                 12/11/94         annual fee                   16.145116     0.0000         100.0000      1,614.51
    6                 12/11/95         annual fee                   21.265128     0.0000         100.0000      2,126.51
    6                 12/11/96         annual fee                   25.168559     0.0000         100.0000      2,516.86
    6                 12/11/97         annual fee                   30.678569     0.0000         100.0000      3,067.86
    6                 12/31/97         annual fee                   30.837057     0.0000         100.0000      3,083.71
    6                 12/31/97         surrender fee                30.837057     0.0000         100.0000      3,083.71

    8 LA Bond Debenture
    8                 05/01/96         Purchase      1,000.00       10.097670     99.0327        99.0327       1,000.00
    8                 12/11/96         annual fee                   11.194096     0.0000         99.0327       1,108.58
    8                 12/11/97         annual fee                   12.782825     0.0000         99.0327       1,265.92
    8                 12/31/97         annual fee                   12.881792     0.0000         99.0327       1,275.72
    8                 12/31/97         surrender fee                12.881792     0.0000         99.0327       1,275.72

    9 GACC Money Market
    9                 06/03/96         Purchase      1,000.00       10.000000     100.0000       100.0000      1,000.00
    9                 12/11/96         annual fee                   10.210737     0.0000         100.0000      1,021.07
    9                 12/11/97         annual fee                   10.639859     0.0000         100.0000      1,063.99
    9                 12/31/97         annual fee                   10.667011     0.0000         100.0000      1,066.70
    9                 12/31/97         surrender fee                10.667011     0.0000         100.0000      1,066.70

   11 LA Developing Growth
   11                 08/20/97         Purchase      1,000.00       10.000000     100.0000       100.0000      1,000.00
   11                 12/11/97         annual fee                   10.223930     0.0000         100.0000      1,022.39
   11                 12/31/97         annual fee                   10.527554     0.0000         100.0000      1,052.76
   11                 12/31/97         surrender fee                10.527554     0.0000         100.0000      1,052.76

   12 LA Large Cap Research
   12                 08/20/97         Purchase      1,000.00       10.000000     100.0000       100.0000      1,000.00
   12                 12/11/97         annual fee                   9.729456      0.0000         100.0000      972.95
   12                 12/31/97         annual fee                   9.899560      0.0000         100.0000      989.96
   12                 12/31/97         surrender fee                9.899560      0.0000         100.0000      989.96
</TABLE>

<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
             Non-Standard Inception to Date Performance Return Data
                                 As of 12/31/97


                                        Transaction  Amount         Unit          Transaction    Unit          Account
                                                                    Value         Units          Balance       Value


   13 LA Mid-Cap Value

<S>                   <C>   <C>                      <C>            <C>           <C>            <C>           <C>     
   13                 08/20/97         Purchase      1,000.00       10.000000     100.0000       100.0000      1,000.00
   13                 12/11/97         annual fee                   10.200277     0.0000         100.0000      1,020.03
   13                 12/31/97         annual fee                   10.467957     0.0000         100.0000      1,046.80
   13                 12/31/97         surrender fee                10.467957     0.0000         100.0000      1,046.80

   15 JPM Quality Bond
   15                 05/01/96         Purchase      1,000.00       9.897228      101.0384       101.0384      1,000.00
   15                 12/11/96         annual fee                   10.364657     0.0000         101.0384      1,047.23
   15                 12/11/97         annual fee                   11.109409     0.0000         101.0384      1,122.48
   15                 12/31/97         annual fee                   11.155126     0.0000         101.0384      1,127.10
   15                 12/31/97         surrender fee                11.155126     0.0000         101.0384      1,127.10

   16 JPM Small Cap Stock
   16                 05/01/96         Purchase      1,000.00       10.512560     95.1243        95.1243       1,000.00
   16                 12/11/96         annual fee                   11.086421     0.0000         95.1243       1,054.59
   16                 12/11/97         annual fee                   13.178906     0.0000         95.1243       1,253.63
   16                 12/31/97         annual fee                   13.491466     0.0000         95.1243       1,283.37
   16                 12/31/97         surrender fee                13.491466     0.0000         95.1243       1,283.37

   17 JPM Large Cap Stock
   17                 05/01/96         Purchase      1,000.00       10.003025     99.9698        99.9698       1,000.00
   17                 12/11/96         annual fee                   11.353003     0.0000         99.9698       1,134.96
   17                 12/11/97         annual fee                   14.627928     0.0000         99.9698       1,462.35
   17                 12/31/97         annual fee                   14.889462     0.0000         99.9698       1,488.50
   17                 12/31/97         surrender fee                14.889462     0.0000         99.9698       1,488.50

   18 JPM Select Equity
   18                 05/01/96         Purchase      1,000.00       10.083890     99.1681        99.1681       1,000.00
   18                 12/11/96         annual fee                   10.779321     0.0000         99.1681       1,068.96
   18                 12/11/97         annual fee                   13.728118     0.0000         99.1681       1,361.39
   18                 12/31/97         annual fee                   14.053502     0.0000         99.1681       1,393.66
   18                 12/31/97         surrender fee                14.053502     0.0000         99.1681       1,393.66

   19 JPM International Equity
   19                 05/01/96         Purchase      1,000.00       10.214899     97.8962        97.8962       1,000.00
   19                 12/11/96         annual fee                   10.726728     0.0000         97.8962       1,050.11
   19                 12/11/97         annual fee                   11.295266     0.0000         97.8962       1,105.76
   19                 12/31/97         annual fee                   11.462435     0.0000         97.8962       1,122.13
   19                 12/31/97         surrender fee                11.462435     0.0000         97.8962       1,122.13


</TABLE>


<TABLE>
<CAPTION>
                  Cova Variable Annuity Account One (Missouri)
                          Inception to Date Performance
                         Non-Standard Annualized Returns
                                    12/31/97


             Sub-Account                             Account        12/31/97      Initial        Inception     Days Since
                                                     Value          AUV           Investment     Date          Inception


<S> <C>                                              <C>            <C>           <C>            <C>   <C>     <C>  
   
    6 Lord Abbett Growth & Income                    3,083.71       30.837057     1,000.00       12/11/89      2,942
    8 LA Bond Debenture                              1,275.72       12.881792     1,000.00       05/01/96      610
    9 GACC Money Market                              1,066.70       10.667011     1,000.00       06/03/96      576
   11 LA Developing Growth                        (1)1,052.76       10.527554     1,000.00       08/20/97      134
   12 LA Large Cap Research                       (1)989.96         9.899560      1,000.00       08/20/97      134
   13 LA Mid-Cap Value                            (1)1,046.80       10.467957     1,000.00       08/20/97      134
   15 JPM Quality Bond                               1,127.10       11.155126     1,000.00       05/01/96      610
   16 JPM Small Capital Stock                        1,283.37       13.491466     1,000.00       05/01/96      610
   17 JPM Large Capital Stock                        1,488.50       14.889462     1,000.00       05/01/96      610
   18 JPM Select Equity                              1,393.66       14.053502     1,000.00       05/01/96      610
   19 JPM International Equity                       1,122.13       11.462435     1,000.00       05/01/96      610

</TABLE>


(1)  Not annualized for periods less than 1 year.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission