COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1998-01-13
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                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                    issued by


                        COVA VARIABLE ANNUITY ACCOUNT ONE
                                    
                                       AND

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                                    


THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH  THE  PROSPECTUS  DATED  DECEMBER  2,  1997,  FOR THE
INDIVIDUAL  FIXED AND  VARIABLE  DEFERRED  ANNUITY  CONTRACT  WHICH IS DESCRIBED
HEREIN.

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

       THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED DECEMBER 2, 1997.


                                TABLE OF CONTENTS



Page

COMPANY

EXPERTS

LEGAL OPINIONS

DISTRIBUTION
Reduction or Elimination of the Withdrawal Charge

PERFORMANCE INFORMATION
Total Return
Historical Unit Values
Reporting Agencies

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

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

FINANCIAL STATEMENTS




                                     COMPANY

Cova Financial  Services Life Insurance  Company (the  "Company") was originally
incorporated  on  August  17,  1981  as  Assurance  Life  Company,   a  Missouri
corporation  and changed its name to Xerox  Financial  Services  Life  Insurance
Company in 1985. On June 1, 1995 a wholly-owned  subsidiary of General  American
Life Insurance  Company  ("General  American")  purchased the Company from Xerox
Financial Services, Inc. The Company changed its name to Cova Financial Services
Life Insurance Company.  The Company presently is licensed to do business in the
District of Columbia and all states except California, Maine, New Hampshire, New
York and Vermont.
   
General American is a St. Louis-based mutual company with more than $275 billion
of life insurance in force and  approximately $19 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.     

On April 1, 1996, the Company contributed initial capital to the Large Cap Stock
and Quality Bond Sub-Accounts of the Separate Account.  As of December 31, 1996,
the  capital  contributed  to  the  Large  Cap  Stock  Sub-Account   represented
approximately  75% of the  total  assets  of such  Sub-Account  and the  capital
contributed to the Quality Bond Sub-Account represented approximately 36% of the
total assets of such Sub-Account.  The Company currently intends to remove these
assets from the Sub-Accounts on a pro rata basis in proportion to money invested
in the Sub-Accounts by Contract Owners.



                                     EXPERTS

The consolidated  balance sheets of the Company as of December 31, 1996 and 1995
and the related consolidated statements of income, shareholder's equity and cash
flows for the year ended  December  31, 1996 and the  periods  from June 1, 1995
through  December  31, 1995 and January 1, 1995 through May 31, 1995 and for the
year  ended  December  31,  1994  and  the  combined  statement  of  assets  and
liabilities and contract  owners' equity of the Separate  Account as of December
31, 1996 and the related  combined  statement  of  operations  for the year then
ended and the statement of change in contract owners' equity for the years ended
December  31, 1996 and 1995,  have been  included  herein in  reliance  upon the
reports of KPMG Peat  Marwick LLP,  independent  certified  public  accountants,
appearing  elsewhere  herein,  and upon the authority of said firm as experts in
accounting and auditing.

                                 LEGAL OPINIONS

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

                                  DISTRIBUTION

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

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

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

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

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

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

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

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

                             PERFORMANCE INFORMATION

Total Return

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

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

The hypothetical value of a Contract purchased for the time periods described in
the  advertisement  will be  determined  by using the actual  Accumulation  Unit
values for an initial  $1,000  purchase  payment,  and deducting any  applicable
Contract Maintenance Charges and any applicable  Withdrawal 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 new and therefore have no performance  history.  However,  the
Separate Account and certain corresponding 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.


                                   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 Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of  annuities  in general.  An Owner is not taxed on  increases  in the
value of a Contract until distribution occurs,  either in the form of a lump sum
payment or as annuity payments under the annuity option selected. For a lump sum
payment received as a total withdrawal (total surrender), the recipient is taxed
on the portion of the payment that exceeds the cost basis of the  Contract.  For
Non-Qualified  Contracts,  this cost basis is generally  the purchase  payments,
while for Qualified Contracts there may be no cost basis. The taxable portion of
the lump sum payment is taxed at ordinary income tax rates.

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

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

MULTIPLE CONTRACTS

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

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

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

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

QUALIFIED PLANS

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

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

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

a.   H.R. 10 Plans

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

b.   Tax-Sheltered Annuities

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

c.   Individual Retirement Annuities

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

d.   Corporate Pension and Profit-Sharing Plans

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

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Contract.  Section  72(t) of the Code  imposes a 10%  penalty tax on the taxable
portion of any distribution from qualified retirement plans, including Contracts
issued and qualified under Code Sections 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans), 403(b) (Tax-Sheltered  Annuities) and 408(b) (Individual
Retirement Annuities).  To the extent amounts are not includible in gross income
because  they have been rolled over to an IRA or to another  eligible  Qualified
Plan,  no tax  penalty  will be imposed.  The tax penalty  will not apply to the
following  distributions:  (a) if  distribution  is made on or after the date on
which  the  Owner  or  Annuitant  (as  applicable)   reaches  age  59  1/2;  (b)
distributions  following  the death or  disability of the Owner or Annuitant (as
applicable)  (for this purpose  disability is as defined in Section 72(m) (7) of
the Code);  (c) after  separation from service,  distributions  that are part of
substantially equal periodic payments made not less frequently than annually for
the life (or life  expectancy) of the Owner or Annuitant (as  applicable) or the
joint  lives  (or  joint  life  expectancies)  of such  Owner or  Annuitant  (as
applicable) and his or her designated Beneficiary; (d) distributions to an Owner
or  Annuitant  (as  applicable)  who has  separated  from  service  after he has
attained  age  55;  (e)  distributions  made  to  the  Owner  or  Annuitant  (as
applicable) to the extent such  distributions do not exceed the amount allowable
as a deduction  under Code Section 213 to the Owner or Annuitant (as applicable)
for amounts paid during the taxable  year for medical  care;  (f)  distributions
made to an alternate payee pursuant to a qualified domestic relations  order;(g)
distributions from an Individual  Retirement Annuity for the purchase of medical
insurance  (as described in Section  213(d)(1)(D)  of the Code) for the Owner or
Annuitant (as  applicable)  and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks (this  exception  will no longer  apply after the Owner or  Annuitant  (as
applicable) has been re-employed for at least 60 days); (h)  distributions  from
an Individual  Retirement Annuity made to the Owner or Annuitant (as applicable)
to the extent such  distributions  do not exceed the qualified  higher education
expenses (as defined in Section  72(t)(7) of the Code) of the Owner or Annuitant
(as applicable) for the taxable 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  701/2 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:

(1)  the dollar amount of the first  Annuity  Payment is divided by the value of
     an Annuity  Unit as of the annuity  date.  This  establishes  the number of
     Annuity Units for each monthly payment. The number of Annuity Units remains
     fixed during the Annuity Payment period.

(2)  the fixed number of Annuity  Units is  multiplied by the Annuity Unit value
     for the last  valuation  period of the month  preceding the month for which
     the payment is due. This result is the dollar amount of the payment.

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

FIXED ANNUITY

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

ANNUITY UNIT

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

NET INVESTMENT FACTOR

The Net Investment Factor for any investment  portfolio for any valuation period
is determined by dividing:

(a)  the  Accumulation  Unit  value  as of the  close of the  current  valuation
     period, by

(b)  the  Accumulation  Unit value as of the close of the immediately  preceding
     valuation period.

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

MORTALITY AND EXPENSE GUARANTEE

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

                              FINANCIAL STATEMENTS

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


COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Statements

(UNAUDITED)

September 30, 1997








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


ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

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

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

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

Total Assets                                                                                                  $949,364

</TABLE>

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



<TABLE>

<CAPTION>

<S>                                                                                    <C>
LIABILITIES AND CONTRACT OWNERS EQUITY

Contract Owners' Equity:

  Accumulation Phase:

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

 ANNUITIZATION PHASE:

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











   Total Contract Owners' Equity                                                        949,364



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

See accompanying notes to unaudited financial statements




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

                       COVA

                                                  SERIES TRUST

<TABLE>

<CAPTION>

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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


                  COVA                                                        
           LORD ABBETT

                                     SERIES TRUST                             
                             SERIES FUND, INC.      GACC

__________________________________________________   _____________   ______
<TABLE>

<CAPTION>

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

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

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

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

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

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

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



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

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

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

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

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

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

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

See accompanying notes to unaudited financial statements

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


                                                         COVA

                                                      SERIES TRUST     

_____________________________________________________________________________
_________________________________
<TABLE>

<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See accompanying notes to unaudited financial statements

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


                                             COVA                             
                                          LORD ABBETT

                                        SERIES TRUST                          
                                    SERIES FUND, INC.         GACC

____________________________________________________________________   
________________      ________
<TABLE>

<CAPTION>

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

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

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

From Account Unit
  Transactions:

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

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

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

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

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

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

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



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

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

From Account Unit
  Transactions:

Contributions by Cova              --        --        304 

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

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

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

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

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

See accompanying notes to unaudited financial statements

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

              COVA            LORD ABBETT                    SERIES TRUST     
                                                SERIES FUND, INC.     GACC

<TABLE>

<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See accompanying notes to unaudited financial statements


COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 1997

1.  ORGANIZATION:

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

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

In order to satisfy diversification requirements and provide for optimum
policyholder  returns,  Cova  has made periodic contributions to the Trust and
Fund to provide for the initial purchases of investments.  In return, Cova has
been  credited with accumulation units of the Separate Account.  As additional
funds  are received through policyholder deposits, Cova has, at its discretion
and  without  adversely  impacting  the investment operations of the Trust and
Fund,  removed  its  capital investment in the Separate Account by liquidating
accumulation  units.    Cova  contributed approximately $35.5 million and $0.3
million  in  1996  and  1997, respectively, to the separate account of which, 
after  subsequent redemptions, net of realized and unrealized gains and losses
on investments, approximately $1.3 million remains as of September 30, 1997.

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

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

B.  REINVESTMENT OF DIVIDENDS

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

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

<PAGE>

COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 1997

C.  FEDERAL INCOME TAXES

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

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

3.  GENERAL:

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








COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Statements

December 31, 1996

(With Independent Auditors' Report Thereon)






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

ASSETS
INVESTMENTS:
<TABLE>

<CAPTION>

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

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

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

DIVIDENDS RECEIVABLE:

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

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

</TABLE>

See accompanying notes to financial statements.

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

<TABLE>

<CAPTION>

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

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

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

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

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



              COVA                                                            
                                              LORD ABBETT


        SERIES TRUST                                                          
                                        SERIES FUND, INC.            GACC

<TABLE>

<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                            COVA                                              

  LORD ABBETT


                     SERIES TRUST                                             

SERIES FUND, INC.             GACC

                        _________
<TABLE>

<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

See accompanying notes to financial statements.




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

                             VAN KAMPEN MERRITT                               
                       LORD ABBETT

                                       SERIES TRUST                           
                              SERIES FUND, INC.

<TABLE>

<CAPTION>

                                   QUALITY     HIGH     GROWTH &     MONEY     STOCK     GROWTH &    GLOBAL
                                   INCOME     YIELD      INCOME     MARKET     INDEX      INCOME     EQUITY     TOTAL
                                  ---------  --------  ----------  ---------  --------  ----------  --------  ---------
<S>                               <C>        <C>       <C>         <C>        <C>       <C>         <C>       <C>
From Operations:
  Net Investment Income           $  1,948   $ 2,332   $   1,371   $  2,318   $ 2,875   $  12,502   $   149   $ 23,495 
  Net Realized Gain/(Loss)
    on Investments                      16      (117)         46        _ _     2,589         383        63      2,980 
  Net Unrealized Gain
    on Investments                   3,600     1,786       2,248        110    11,838      22,184         5     41,771 

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

From Account Unit Transactions:

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

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

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

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

</TABLE>

See accompanying notes to financial statements.

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

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

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

  NET INVESTMENT INCOME                                                        .45             .72             .60 

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


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

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


TOTAL RETURN*                                                                 1.36%          16.41%         (5.70)%


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

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


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


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


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

  NET INVESTMENT INCOME                                                       1.00             .64 

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


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

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


TOTAL RETURN*                                                                 9.50%           6.10%


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

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


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


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

<FN>
* INVESTMENT RETURNS DO NOT REFLECT ANY CONTRACT BASED CHARGES (WITHDRAWAL CHARGES, CONTRACT MAINTENANCE FEES OR
ACCOUNT TRANSFER CHARGES),
   BUT DO REFLECT MORTALITY AND EXPENSE CHARGES, ADMINISTRATION EXPENSE CHARGES AS WELL AS ALL EXPENSES OF THE
UNDERLYING PORTFOLIOS
   (INVESTMENT ADVISORY FEES AND PORTFOLIO OPERATING EXPENSES).
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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

<CAPTION>
COVA SERIES TRUST - HIGH YIELD PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

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

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

  Net Investment Income                     1.55            1.44            1.38            1.80            2.26 

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


Total from Investment Operations            1.90            2.54           (1.04)           3.03            2.24 

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


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


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


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                          7.52%           7.98%           7.92%          13.05%          16.04%


Number of Units Outstanding
  at End of Period                     2,001,184       1,870,232       1,157,642       1,045,815         361,296 
<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees or
account transfer charges),
   but do reflect mortality and expense charges, administration expense charges as well as all expenses of the
underlying portfolios
   (investment advisory fees and portfolio operating expenses).
</TABLE>

See accompanying notes to financial statements.

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

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

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

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

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


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

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


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


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


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


RATIO OF NET INVESTMENT INCOME
  TO AVERAGE CONTRACT
    OWNERS' EQUITY                          5.16%           9.92%           2.05%           7.54%                  3.82%*

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

                               SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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

<TABLE>

<CAPTION>     
COVA SERIES TRUST - MONEY MARKET PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

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

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

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

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


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

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


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


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


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                          3.90%           4.48%           2.90%           1.78%           2.46%


Number of Units Outstanding
  at End of Period                     2,584,926       2,987,132       6,963,421         617,575         385,448 
<FN>
* Investment returns do not reflect any contract based charges (withdrawal charges, contract maintenance fees or
account transfer charges),
   but do reflect mortality and expense charges, administration expense charges as well as all expenses of the
underlying portfolios
   (investment advisory fees and portfolio operating expenses).
</TABLE>

                               See accompanying notes to financial statements.

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

<TABLE>

<CAPTION>
COVA SERIES TRUST - STOCK INDEX PORTFOLIO
(MANAGED BY VAN KAMPEN AMERICAN CAPITAL INVESTMENT ADVISORY CORP.)

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

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

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

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


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

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


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


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


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


Ratio of Net Investment Income
  to Average Contract
    Owners' Equity                          3.53%           4.85%           2.10%           2.99%          10.02%


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

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

                               See accompanying notes to financial statements.


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

<TABLE>

<CAPTION>
COVA SERIES TRUST - BOND DEBENTURE PORTFOLIO (MANAGED BY LORD, ABBETT & CO.)

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

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

  Net Investment Income                                     .32

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .87


Total from Investment Operations                           1.19

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


Total Return**                                          18.17%*


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


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


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


Number of Units Outstanding
  at End of Period                                      659,663

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

See accompanying notes to financial statements.

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

<TABLE>

<CAPTION>
COVA SERIES TRUST - QUALITY BOND PORTFOLIO (MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT, INC.)

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

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

  Net Investment Income                                     .28

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .19


Total from Investment Operations                            .47

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


Total Return**                                           7.18%*


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


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


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


Number of Units Outstanding
  at End of Period                                      508,830

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

See accompanying notes to financial statements.


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

<TABLE>

<CAPTION>
COVA SERIES TRUST - SMALL CAP STOCK PORTFOLIO (MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT, INC.)

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

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

  Net Investment Income                                     .39

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .41


Total from Investment Operations                            .80

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


Total Return**                                          11.49%*


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


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


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


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

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

See accompanying notes to financial statements.



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

<TABLE>

<CAPTION>
COVA SERIES TRUST - LARGE CAP STOCK PORFOLIO (MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT, INC.)

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

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

  Net Investment Income                                     .22

  Net Realized and Unrealized
    Gain from Security
      Transactions                                         1.11


Total from Investment Operations                           1.33

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


Total Return**                                          20.47%*


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


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


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


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

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

See accompanying notes to financial statements.


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

<TABLE>

<CAPTION>
COVA SERIES TRUST - SELECT EQUITY PORTFOLIO (MANAGED BY J.P. MORGAN INVESTMENT
MANAGEMENT, INC.)

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

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

  Net Investment Income                                     .10

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .66


Total from Investment Operations                            .76

Accumulation Unit Value,
  End of Period                    $                      10.84


Total Return**                                          11.34%*


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


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


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


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

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

                               See accompanying notes to financial statements.


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

<TABLE>

<CAPTION>
COVA SERIES TRUST - INTERNATIONAL EQUITY PORTFOLIO (MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT, INC.)

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

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

  Net Investment Income                                     .02

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .74


Total from Investment Operations                            .76

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


Total Return**                                          11.16%*


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


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


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


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

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

See accompanying notes to financial statements.


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

<TABLE>

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

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

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

  Net Investment Income                     1.32           1.37             .76             .88            1.06 

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


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

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


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


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


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


Ratio of Net Investment Income
- ---------------------------------                                                                               
  to Average Contract
- ---------------------------------                                                                               
    Owners' Equity                          6.59%          8.57%           5.40%           8.12%          10.59%
- ---------------------------------  --------------  -------------  --------------  --------------  --------------


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

See accompanying notes to financial statements.

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

<TABLE>

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

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


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

  Net Investment Income                     1.70             .91            1.45             .24             .18 

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

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

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

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


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


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


Ratio of Net Investment Income
- ---------------------------------                                                                                
  to Average Contract
- ---------------------------------                                                                                
    Owners' Equity                         10.33%           5.36%           9.78%           1.88%           1.38%
- ---------------------------------  --------------  --------------  --------------  --------------  --------------


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

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


See accompanying notes to financial statements.



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

<TABLE>

<CAPTION>
GENERAL AMERICAN CAPITAL COMPANY - MONEY MARKET PORTFOLIO

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


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

  Net Investment Income                                    (.08)

  Net Realized and Unrealized
    Gain from Security
      Transactions                                          .31 


Total from Investment Operations                            .23 

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


Total Return**                                           4.05%* 


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


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


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


Number of Units Outstanding
  at End of Period                                       34,964 

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


See accompanying notes to financial statements.

COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

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

1.  Organization:

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

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

The Trust Quality Income Portfolio invests in U.S. Government issued debt
obligations and in various investment-grade debt instruments, including
mortgage  pass-through  certificates and collateralized mortgage obligations. 
The  Trust  High  Yield  Portfolio invests primarily in medium and lower-grade
debt securities and futures and options contracts.  The Trust Growth and
Income  Portfolio  invests  primarily in common stocks and futures and options
contracts.   The Trust Money Market and GACC Money Market Portfolios invest in
short-term  money market instruments.  The Trust Stock Index Portfolio invests
in common stocks, stock index futures and options, and short-term securities. 
The  Trust  Select  Equity  and Large Cap Stock Portfolios invest in stocks of
large and medium-sized companies.  The Trust Small Cap Stock Portfolio invests
primarily in the common stock of small U.S. companies.  The Trust
International Equity Portfolio invests primarily in stocks of established
companies based in developed countries.  The Trust Quality Bond Portfolio
invests  primarily  in higher grade debt securities.  The Trust Bond Debenture
Portfolio  invests primarily in convertible and discount debt securities.  The
Fund  Growth  and  Income Portfolio invests in common stocks.  The Fund Global
Equity  Portfolio invests primarily in both domestic and foreign common stocks
and forward currency contracts.

In order to satisfy diversification requirements and provide for optimum
policyholder  returns,  Cova  has made periodic contributions to the Trust and
Fund to provide for the initial purchases of investments.  In return, Cova has
been  credited with accumulation units of the Separate Account.  As additional
funds  are received through policyholder deposits, Cova has, at its discretion
and  without  adversely  impacting  the investment operations of the Trust and
Fund,  removed  its  capital investment in the Separate Account by liquidating
accumulation  units.  In 1996, Cova contributed approximately $35.5 million to
the  Separate  Account of which, after subsequent redemptions, net of realized
and  unrealized  gains  and losses on investments, approximately $15.0 million
remains as of December 31, 1996.

2.  SIGNIFICANT ACCOUNTING POLICIES:

A.  INVESTMENT VALUATION

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


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

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

B.  REINVESTMENT OF DIVIDENDS

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

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

C.  FEDERAL INCOME TAXES

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

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

3.  CONTRACT CHARGES:

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

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

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

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

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


COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

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

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

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

4.  GAIN/(LOSS) ON INVESTMENTS:

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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



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

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


COVA VARIABLE ANNUITY ACCOUNT ONE
NOTES TO FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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


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

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









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

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

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

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


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

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

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

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

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

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

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

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


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

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

5.  ACCOUNT UNIT TRANSACTIONS:

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

                                COVA                                          
                                                        LORD ABBETT

                         SERIES TRUST                                         
                                                 SERIES FUND, INC.  GACC

_____________________________________________________________________________
_______________         ______________   _______
<TABLE>
__
<CAPTION>

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

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

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

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

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


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

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

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

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

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

</TABLE>



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

Consolidated Financial Statements

December 31, 1996, 1995 and 1994

(With Independent Auditors' Report Thereon)

















<PAGE>






                         INDEPENDENT AUDITORS' REPORT


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


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

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

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






St. Louis, Missouri
March 7, 1997



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

Consolidated Balance Sheets

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

<CAPTION>

                 ASSETS                                       1996         
1995

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

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

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

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

See accompanying notes to consolidated financial statements.
(continued)

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

Consolidated Balance Sheets (Continued)

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

<CAPTION>

LIABILITIES AND SHAREHOLDERS EQUITY                   1996         1995

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

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

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

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

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


See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Income

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

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

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

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

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

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

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

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

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


See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Shareholders Equity

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

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.
(Continued)

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

Consolidated Statements of Shareholders Equity (Continued)

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

<TABLE>

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

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

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

See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Cash Flows

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

<CAPTION>

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


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

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

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

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

See accompanying notes to consolidated financial statements.
(Continued)

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

Consolidated Statements of Cash Flows (Continued)

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

<TABLE>

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

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

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

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

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


See accompanying notes to consolidated financial statements.

(Continued)

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

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

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

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

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

See accompanying notes to consolidated financial statements.

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

Notes to Consolidated Financial Statements

December 31, 1996, 1995 and 1994

(1)  NATURE OF BUSINESS AND ORGANIZATION

     NATURE OF THE BUSINESS

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

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

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

     ORGANIZATION

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

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




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

Notes to Consolidated Financial Statements

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

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

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

(2)  CHANGE IN ACCOUNTING

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

<CAPTION>
(In Millions)                                                                 

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




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

Notes to Consolidated Financial Statements

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

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

(3)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     SECURITIES

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

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

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

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

     MORTGAGE LOANS AND OTHER INVESTED ASSETS

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



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

Notes to Consolidated Financial Statements

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

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

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

     CASH AND CASH EQUIVALENTS

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

SEPARATE ACCOUNT ASSETS

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

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

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

Notes to Consolidated Financial Statements

     DEFERRED POLICY ACQUISITION COSTS

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

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


<TABLE>

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

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


     PURCHASE RELATED INTANGIBLE ASSETS AND LIABILITIES

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

     PRESENT VALUE OF FUTURE PROFITS

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




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

Notes to Consolidated Financial Statements

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

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

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

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

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

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

                                                                Future payable

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


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

                                    Notes to Consolidated Financial Statements

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

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

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

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


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

                                    Notes to Consolidated Financial Statements

                                                                      Goodwill

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

<TABLE>

<CAPTION>

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

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


     Deferred Tax Assets and Liabilities

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

     POLICYHOLDER DEPOSITS

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

     FUTURE POLICY BENEFITS

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

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

Notes to Consolidated Financial Statements

     PREMIUM REVENUE

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

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

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

     FEDERAL INCOME TAXES

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

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

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

     RISKS AND UNCERTAINTIES

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

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

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

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


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

Notes to Consolidated Financial Statements

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

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

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

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

     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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



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

Notes to Consolidated Financial Statements

     INVESTMENT SECURITIES (INCLUDING MORTGAGE-BACKED SECURITIES):

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

    INTEREST RATE SWAPS AND FINANCIAL FUTURES CONTRACTS:

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

     INVESTMENT CONTRACTS:

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

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

     REINSURANCE:

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

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

     OTHER

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




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

Notes to Consolidated Financial Statements

(4)  INVESTMENTS

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

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

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

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

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

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

<TABLE>

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

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

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

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

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


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

Notes to Consolidated Financial Statements


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

<CAPTION>
                                                 1996
                                                    ESTIMATED
                                          AMORTIZED   MARKET
                                            COST      VALUE

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

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


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

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

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



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

Notes to Consolidated Financial Statements

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

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

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


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

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

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

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

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

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

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


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

Notes to Consolidated Financial Statements


<TABLE>

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

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

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


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

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

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

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

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




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

                                    Notes to Consolidated Financial Statements

                       (5)  SECURITIES GREATER THAN 10% OF SHAREHOLDERS EQUITY

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

<CAPTION>

                                 LONG-TERM DEBT                       CARRYING
                                    SECURITIES                           VALUE

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


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

<CAPTION>
      LONG-TERM DEBT                      CARRYING
        SECURITIES                         VALUE


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


                        (6)  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

                                                   FINANCIAL FUTURES CONTRACTS

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

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

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





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

Notes to Consolidated Financial Statements

(7)  POST-RETIREMENT AND POSTEMPLOYMENT BENEFITS

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

(8)  INCOME TAXES

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

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

<TABLE>

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

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



<PAGE>

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

Notes to Consolidated Financial Statements


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

<TABLE>

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

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


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

<CAPTION>
                                                    1996        1995
                                               (In thousands of dollars)

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

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

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

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

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


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

Notes to Consolidated Financial Statements

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

(9)  RELATED-PARTY TRANSACTIONS

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

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

(10)  STATUTORY SURPLUS AND DIVIDEND RESTRICTION

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

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

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


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

Notes to Consolidated Financial Statements

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

<TABLE>

<CAPTION>
                                                 1996        1995
                                             (in thousands of dollars)

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

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


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

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

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

(11)  GUARANTY FUND ASSESSMENTS

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



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

Notes to Consolidated Financial Statements

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

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






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