COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1998-02-13
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                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
                        COVA VARIABLE ANNUITY ACCOUNT ONE

                        Supplement dated December 2, 1997
                      to Prospectus dated December 2, 1997

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

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

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

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

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

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

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

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

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

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

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

CL-3039 (12/97)





Cova Financial Services Life Insurance Company
December 2, 1997

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

1. THE ANNUITY  CONTRACT The fixed and variable annuity contract offered by Cova
is a contract  between  you, the owner,  and Cova,  an  insurance  company.  The
Contract  provides  a means for  investing  on a  tax-deferred  basis in a fixed
account of Cova and 36  investment  portfolios.  The  Contract is  intended  for
retirement  savings or other  long-term  investment  purposes and provides for a
death benefit and guaranteed income options.

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

     This  Contract  also offers 36  investment  portfolios  which are listed in
Section 4. These  portfolios  are designed to offer a potentially  better return
than the fixed account. However, this is NOT guaranteed.  You can also lose your
money.

     You can put money in up to 15 of the  investment  portfolios  and the fixed
account.  (If you are participating in an asset allocation  program,  this limit
may not apply.) You can transfer  between accounts up to 12 times a year without
charge or tax implications.  After 12 transfers,  the charge is $25 or 2% of the
amount transferred, whichever is less.

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

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

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

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

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

4.   INVESTMENT OPTIONS

You can put your money in any or all of these  investment  portfolios  which are
described  in  the  prospectuses  for  the  funds.  Currently,  if you  are  not
participating  in an  asset  allocation  program,  you  can  only  invest  in 15
investment portfolios at any one time.

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

Alliance Variable Products
Series Fund, Inc.:
Managed by Alliance Capital Management L.P.
   Premier Growth Portfolio
   Real Estate Investment
      Portfolio

Cova Series Trust:
Managed by J.P. Morgan
Investment Management Inc.
   Small Cap Stock Portfolio
   Large Cap Stock Portfolio
   Select Equity Portfolio
   International Equity Portfolio
   Quality Bond Portfolio
Managed by Lord, Abbett &Co.
   Bond Debenture Portfolio
   Large Cap Research Portfolio
   Developing Growth  Portfolio
   Mid Cap Value Portfolio

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

Investors Fund Series:
Managed by Zurich Kemper
Value Advisors, Inc.
   Kemper Small Cap Value
      Portfolio
Managed by Zurich Kemper Investments, Inc.
   Kemper Government
      Securities Portfolio
   Kemper Small Cap
      Growth Portfolio

Liberty Variable
Investment Trust:
Managed by Newport Fund Management Inc.
   Newport Tiger, Variable
      Series

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

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

Oppenheimer Variable Account Funds:
Managed by OppenheimerFunds, Inc.
   Oppenheimer High
      Income Fund
   Oppenheimer Bond Fund
   Oppenheimer Growth
      Fund
   Oppenheimer Growth &
      Income Fund
   Oppenheimer Strategic
      Bond Fund

Putnam Variable Trust:
Managed by Putnam Investment Management, Inc.
   Putnam VT Growth and
      Income Fund
   Putnam VT International
      Growth Fund
   Putnam VT International
      New Opportunities Fund
   Putnam VT New Value Fund
   Putnam VT Vista Fund

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

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

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

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

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

     The following  chart is designed to help you understand the expenses in the
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which is  represented as .10% below),  the 1.40%  insurance
charges and the investment expenses for each investment portfolio.  The next two
columns show you two examples of the expenses, in dollars, you would pay under a
Contract. The examples assume that you invested $1,000 in a Contract which earns
5% annually and that you withdraw your money:  (1) at the end of year 1, and (2)
at the end of year 10. For year 1, the Total  Annual  Expenses  are  assessed as
well as the withdrawal charges.  For year 10, the example shows the aggregate of
all the annual  expenses  assessed for the 10 years,  but there is no withdrawal
charge.
     The premium tax is assumed to be 0% in both examples.

<TABLE>
<CAPTION>


                                                                                      EXAMPLES:
                                                                                      Total Annual
                                            Total Annual   Total Annual   Total       Expenses At End of :
                                            Insurance      Portfolio      Annual      (1)          (2)
  Portfolio                                 Charges        Expenses       Expenses    1 Year       10 Years
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by A I M Advisors, Inc.
<S>                                         <C>            <C>            <C>         <C>          <C>    
     AIM V.I. Capital Appreciation          1.50%          0.73%          2.23%       $72.59       $254.10
     AIM V.I. International Equity          1.50%          0.96%          2.46%       $74.90       $277.23
     AIM V.I. Value                         1.50%          0.73%          2.23%       $72.59       $254.10
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Alliance Capital Management L.P.
     Premier Growth                         1.50%          0.95%          2.45%       $74.80       $276.23
     Real Estate Investment                 1.50%          0.95%          2.45%       $74.80       $276.23
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Newport Fund Management, Inc.
     Newport Tiger, Variable                1.50%          1.27%          2.77%       $78.00       $307.49
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Conning Asset Management Company
     Money Market                           1.50%          0.205%         1.71%       $67.31       $199.08
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by J.P. Morgan Investment Management Inc.
     Small Cap Stock                        1.50%          0.95%          2.45%       $74.80       $276.23
     Large Cap Stock                        1.50%          0.75%          2.25%       $72.80       $256.13
     Select Equity                          1.50%          0.85%          2.35%       $73.80       $266.24
     International Equity                   1.50%          0.95%          2.45%       $74.80       $276.23
     Quality Bond                           1.50%          0.65%          2.15%       $71.79       $245.92
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Lord, Abbett & Co.
     Bond Debenture                         1.50%          0.85%          2.35%       $73.80       $266.24
     Large Cap Research                     1.50%          1.10%          2.60%       $76.30       $291.02
     Developing Growth                      1.50%          1.00%          2.50%       $75.30       $281.19
     Mid Cap Value                          1.50%          1.10%          2.60%       $76.30       $291.02
     Growth and Income                      1.50%          0.59%          2.09%       $71.19       $239.74
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Zurich Kemper Value Advisors, Inc.
     Kemper Small Cap Value                 1.50%          0.95%          2.45%       $74.80       $276.23
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Zurich Kemper Investments, Inc.
     Kemper Government Securities           1.50%          0.66%          2.16%       $71.89       $246.95
     Kemper Small Cap Growth                1.50%          0.75%          2.25%       $72.80       $256.13
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Massachusetts Financial Services Company
     MFS Emerging Growth                    1.50%          1.00%          2.50%       $75.30       $281.19
     MFS Research                           1.50%          1.00%          2.50%       $75.30       $281.19
     MFS Growth With Income                 1.50%          1.00%          2.50%       $75.30       $281.19
     MFS High Income                        1.50%          1.00%          2.50%       $75.30       $281.19
     MFS World Governments                  1.50%          1.00%          2.50%       $75.30       $281.19
     MFS/Foreign & Colonial
         Emerging Markets Equity            1.50%          1.50%          3.00%       $80.29       $329.29
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by OppenheimerFunds, Inc.
     Oppenheimer High Income                1.50%          0.81%          2.31%       $73.40       $262.21
     Oppenheimer Bond                       1.50%          0.78%          2.28%       $73.10       $259.18
     Oppenheimer Growth                     1.50%          0.79%          2.29%       $73.20       $260.19
     Oppenheimer Growth & Income            1.50%          1.00%          2.50%       $75.30       $281.19
     Oppenheimer Strategic Bond             1.50%          0.85%          2.35%       $73.80       $266.24
- ---------------------------------------------------------------------------------------------------------------------------
  Managed by Putnam Investment Management, Inc.
     Putnam VT Growth and Income            1.50%          0.54%          2.04%       $70.69       $234.55
     Putnam VT International Growth         1.50%          0.98%          2.48%       $75.10       $279.21
     Putnam VT International
         New Opportunities                  1.50%          1.39%          2.89%       $79.19       $318.93
     Putnam VT New Value                    1.50%          0.83%          2.33%       $73.60       $264.23
     Putnam VT Vista                        1.50%          0.81%          2.31%       $73.40       $262.21
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
For the newly formed Portfolios,  the expenses have been estimated. The expenses
reflect any expense  reimbursement or fee waiver. For more detailed information,
see the Fee Table in the prospectus for the Contract.
- ---------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

6. TAXES Your  earnings are not taxed until you take them out. If you take money
out  during the  accumulation  phase,  earnings  come out first and are taxed as
income.  If you are  younger  than 591/2  when you take  money  out,  you may be
charged a 10% federal tax penalty on the  earnings.  Payments  during the income
phase are considered partly a return of your original  investment.  That part of
each payment is not taxable as income.

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

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

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

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

10. OTHER INFORMATION

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

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

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

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

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

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

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

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

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

11. INQUIRIES

                                    Cova Life Sales Company
If you need more information,       One Tower Lane, Suite 3000
please contact us at:               Oakbrook Terrace, IL 60181
                                    800-523-1661




                                                                       The Fixed
                                                            And Variable Annuity

                                                                       issued by

                                               COVA VARIABLE ANNUITY ACCOUNT ONE

                                                                             and

                                                         COVA FINANCIAL SERVICES
                                                          LIFE INSURANCE COMPANY

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

The annuity contract has 37 investment choices - a fixed account which offers an
interest rate which is guaranteed by Cova, and 36 investment  portfolios  listed
below.  You  can put  your  money  in the  fixed  account  and/or  any of  these
investment  portfolios.  CURRENTLY,  IF YOU ARE NOT  PARTICIPATING  IN AN  ASSET
ALLOCATION PROGRAM,  YOU CAN ONLY INVEST IN 15 INVESTMENT  PORTFOLIOS AT ANY ONE
TIME.

  AIM Variable Insurance Funds, Inc.:

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

  Alliance Variable Products Series Fund, Inc.:

       Managed by Alliance Capital
       Management L.P.
           Premier Growth Portfolio
           Real Estate Investment Portfolio

  Cova Series Trust:

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

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

  General American Capital Company:

       Managed by Conning Asset
       Management Company
           Money Market Fund

  Investors Fund Series:

       Managed by Zurich Kemper
       Value Advisors, Inc.
           Kemper Small Cap Value Portfolio

       Managed by Zurich Kemper
       Investments, Inc.
           Kemper Government Securities Portfolio
           Kemper Small Cap Growth Portfolio

  Liberty Variable Investment Trust:

       Managed by Newport Fund
       Management Inc.
           Newport Tiger, Variable Series

Lord Abbett Series Fund, Inc.:

     Managed by Lord, Abbett & Co.
         Growth and Income Portfolio

MFS Variable Insurance Trust:

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

Oppenheimer Variable Account Funds:

     Managed by OppenheimerFunds, Inc.
         Oppenheimer High Income Fund
         Oppenheimer Bond Fund
         Oppenheimer Growth Fund
         Oppenheimer Growth & Income Fund
         Oppenheimer Strategic Bond Fund

Putnam Variable Trust:

     Managed by Putnam Investment
     Management, Inc.

         Putnam VT Growth and Income Fund
         Putnam VT International Growth Fund
         Putnam VT International New
           Opportunities Fund
         Putnam VT New Value Fund
         Putnam VT Vista Fund

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

To learn more about the Cova Fixed and Variable Annuity Contract, you can obtain
a copy of the Statement of Additional  Information (SAI) dated December 2, 1997.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
legally a part of the prospectus. The Table of Contents of the SAI is on Page 19
of this  prospectus.  For a free copy of the SAI,  call us at (800)  831-5433 or
write us at: One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.

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

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

December 2, 1997.




TABLE OF CONTENTS                                         Page
  INDEX OF SPECIAL TERMS                                     3

  FEE TABLE                                                  4

  EXAMPLES                                                   7

  1. THE ANNUITY CONTRACT                                   10

  2. ANNUITY PAYMENTS (THE INCOME PHASE)                    10

  3. PURCHASE                                               11
     Purchase Payments                                      11
     Allocation of Purchase Payments                        11
     Accumulation Units                                     11

  4. INVESTMENT OPTIONS                                     12
     AIM Variable Insurance Funds, Inc.                     12
     Alliance Variable Products Series Fund, Inc.           12
     Cova Series Trust                                      12
     General American Capital Company                       12
     Investors Fund Series                                  12
     Liberty Variable Investment Trust                      12
     Lord Abbett Series Fund, Inc.                          12
     MFS Variable Insurance Trust                           12
     Oppenheimer Variable Account Funds                     13
     Putnam Variable Trust                                  13
     Transfers                                              13
     Dollar Cost Averaging Program                          13
     Automatic Rebalancing Program                          13
     Approved Asset Allocation Programs                     14
     Voting Rights                                          14
     Substitution                                           14

  5. EXPENSES                                               14
     Insurance Charges                                      14
     Contract Maintenance Charge                            14
     Withdrawal Charge                                      15
     Reduction or Elimination of the
        Withdrawal Charge                                   15
     Premium Taxes                                          15
     Transfer Fee                                           15
     Income Taxes                                           15
     Investment Portfolio Expenses                          15

  6. TAXES                                                  15
     Annuity Contracts in General                           15
     Qualified and Non-Qualified Contracts                  16
     Withdrawals - Non-Qualified Contracts                  16
     Withdrawals - Qualified Contracts                      16
     Withdrawals - Tax-Sheltered Annuities                  16
     Diversification                                        16

  7. ACCESS TO YOUR MONEY                                   16
     Systematic Withdrawal Program                          17

  8. PERFORMANCE                                            17

   9. DEATH BENEFIT                                         17
      Upon Your Death                                       17
      Death of Annuitant                                    18

 10. OTHER INFORMATION                                      18
      Cova                                                  18
      The Separate Account                                  18
      Distributor                                           18
      Ownership                                             18
      Beneficiary                                           18
      Assignment                                            18
      Suspension of Payments or Transfers                   18
      Financial Statements                                  19

 TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION                                     19

 APPENDIX
 Performance Information                                   A-1

 INDEX OF SPECIAL TERMS

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

                                                           Page

 Accumulation Phase                                          10
 Accumulation Unit                                           11
 Annuitant                                                   10
 Annuity Date                                                10
 Annuity Options                                             10
 Annuity Payments                                            10
 Annuity Unit                                                11
 Beneficiary                                                 18
 Fixed Account                                               10
 Income Phase                                                10
 Investment Portfolios                                       12
 Joint Owner                                                 18
 Non-Qualified                                               16
 Owner                                                       18
 Purchase Payment                                            11
 Qualified                                                   16
 Tax Deferral                                                15




COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE

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

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

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

Separate Account Annual Expenses
(as a percentage of average account value)

     Mortality and Expense Risk Premium                  1.25%
     Administrative Expense Charge                        .15%
                                                        ------
     TOTAL SEPARATE ACCOUNT
     ANNUAL EXPENSES                                     1.40%


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

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

AIM Variable Insurance Funds, Inc.
Managed by A I M Advisors, Inc.
<S>                                                                   <C>                     <C>                     <C> 
       AIM V.I. Capital Appreciation Fund                             .64%                    .09%                    .73%
       AIM V.I. International Equity Fund                             .75%                    .21%                    .96%
       AIM V.I. Value Fund                                            .64%                    .09%                    .73%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              Other               Total Annual
                                                                                            Expenses           Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)          reimbursement)*

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

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.
<S>                                                                   <C>                     <C>                     <C> 
       Premier Growth Portfolio                                       .72%                    .23%                    .95%
       Real Estate Investment Portfolio**                               0%                    .95%                    .95%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*The expenses are net of voluntary reimbursements.  Expenses have been capped at
 .95% annually for each of the portfolios  listed above.  The adviser to the Fund
intends to continue such reimbursements for the foreseeable future.  Absent such
reimbursement,  the management fees would have been 1.00% and the other expenses
would have been .23% for the Premier Growth  Portfolio.  The estimated  expenses
for the Real  Estate  Investment  Portfolio,  before  reimbursement,  are:  .90%
management fees and 5.10% for other expenses.

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

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)

                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees              reimbursement)(1)       reimbursement)(1)
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust
Managed by J.P. Morgan Investment Management Inc.
<S>                                                                   <C>                     <C>                     <C> 
       Select Equity Portfolio*                                       .75%                    .10%                    .85%
       Small Cap Stock Portfolio*                                     .85%                    .10%                    .95%
       International Equity Portfolio*                                .85%                    .10%                    .95%
       Quality Bond Portfolio*                                        .55%                    .10%                    .65%
       Large Cap Stock Portfolio*                                     .65%                    .10%                    .75%

Managed by Lord, Abbett & Co.

       Bond Debenture Portfolio*                                      .75%                    .10%                    .85%
       Mid Cap Value Portfolio**                                     1.00%                    .10%                   1.10%
       Large Cap Research Portfolio**                                1.00%                    .10%                   1.10%
       Developing Growth Portfolio**                                  .90%                    .10%                   1.00%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Since August 20, 1990, Cova has been  reimbursing the investment  portfolios
of Cova Series Trust for all operating  expenses  (exclusive  of the  management
fees) in excess of approximately  .10%.  Absent the expense  reimbursement,  the
percentages  shown for total annual portfolio  expenses (on an annualized basis)
for the year or period  ended  December  31,  1996 would have been 1.70% for the
Select Equity Portfolio,  2.68% for the Small Cap Stock Portfolio, 3.80% for the
International Equity Portfolio,  1.52% for the Quality Bond Portfolio, 1.23% for
the Large  Cap Stock  Portfolio  and  2.05%  for the Bond  Debenture  Portfolio.

*Annualized.  The Portfolio  commenced  investment  operations on April 2, 1996.

**Estimated. The Portfolio commenced investment operations on August 19, 1997.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                 Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
General American Capital Company
Managed by Conning Asset Management Company

<S>                                                                   <C>                     <C>                     <C>  
       Money Market Fund                                              .205%                   .00%                    .205%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

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

Investors Fund Series

Managed by Zurich Kemper Value Advisors, Inc.
<S>                                                                   <C>                     <C>                     <C> 
       Kemper Small Cap Value Portfolio                               .75%                    .20%*                   .95%

Managed by Zurich Kemper Investments, Inc.
       Kemper Government Securities Portfolio                         .55%                    .11%                    .66%
       Kemper Small Cap Growth Portfolio                              .65%                    .10%                    .75%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated first year expenses.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                 Management Fees         Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.
<S>                                                                   <C>                     <C>                    <C>  
       Newport Tiger, Variable Series                                 .90%                    .37%                   1.27%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE FEE TABLE (continued)

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

Lord Abbett Series Fund, Inc.
Managed by Lord, Abbett & Co.
<S>                                                                 <C>            <C>           <C>                 <C> 
       Growth and Income Portfolio*                                 .50%           .07%          .02%                .59%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*The Growth and Income  Portfolio of Lord Abbett  Series Fund,  Inc. has a 12b-1
plan which provides for payments to Lord,  Abbett & Co. for remittance to a life
insurance company for certain  distribution  expenses (see the Fund Prospectus).
The 12b-1 plan provides that such remittances, in the aggregate, will not exceed
 .15%, on an annual  basis,  of the daily net asset value of shares of the Growth
and Income  Portfolio.  As of the date of this Prospectus,  no payments had been
made under the 12b-1 plan. For the year ending December 31, 1997, the 12b-1 fees
are  estimated to be .07%.  The examples  below for this  Portfolio  reflect the
estimated 12b-1 fees.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)*         reimbursement)*
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust

Managed by Massachusetts Financial Services Company
<S>                                                                   <C>                     <C>                    <C>  
       MFS Emerging Growth Series                                     .75%                    .25%                   1.00%
       MFS Research Series                                            .75%                    .25%                   1.00%
       MFS Growth With Income Series                                  .75%                    .25%                   1.00%
       MFS High Income Series                                         .75%                    .25%                   1.00%
       MFS World Governments Series                                   .75%                    .25%                   1.00%
       MFS/Foreign & Colonial Emerging
          Markets Equity Series                                      1.25%                    .25%                   1.50%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*The  adviser  has  agreed  to  bear  expenses  for  each  Series,   subject  to
reimbursement  by each  Series,  so that each  Series'  "Other  Expenses" do not
exceed .25% annually for each Series listed  above.  Absent such  reimbursement,
"Total Annual  Portfolio  Expenses"  would be: 1.16% for the MFS Emerging Growth
Series;  1.48% for the MFS Research Series; 2.07% for the MFS Growth With Income
Series;  1.62%  for  the MFS  High  Income  Series;  2.03%  for  the  MFS  World
Governments Series; and are estimated to be 1.73% for the MFS/Foreign & Colonial
Emerging Markets Equity Series.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                  Total Annual
                                                                                         Other Expenses        Portfolio Expenses
                                                                   Management            (after expense          (after expense
                                                                      Fees               reimbursement)          reimbursement)
- ------------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.
<S>                                                                   <C>                     <C>                     <C> 
       Oppenheimer High Income Fund                                   .75%                    .06%                    .81%
       Oppenheimer Bond Fund                                          .74%                    .04%                    .78%
       Oppenheimer Growth Fund*                                       .75%                    .04%                    .79%
       Oppenheimer Growth & Income Fund                               .75%                    .25%                   1.00%
       Oppenheimer Strategic Bond Fund                                .75%                    .10%                    .85%
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*Total  Annual  Portfolio  Expenses  would  have been .81% in the  absence  of a
voluntary one-time fee reimbursement.
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                   Management                                     Total Annual
                                                                      Fees               Other Expenses        Portfolio Expenses
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust

Managed by Putnam Investment Management, Inc.
<S>                                                                   <C>                     <C>                     <C> 
       Putnam VT Growth and Income Fund                               .49%                    .05%                    .54%
       Putnam VT International Growth Fund                            .80%                    .18%                    .98%*
       Putnam VT International New
          Opportunities Fund                                         1.20%                    .19%                   1.39%*
       Putnam VT New Value Fund                                       .70%                    .13%                    .83%*
       Putnam VT Vista Fund                                           .65%                    .16%                    .81%*
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated expenses for first full fiscal year.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Examples

You would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets:             (a)   upon surrender at the end of each time period;
                                        (b)   if the contract is not surrendered or is annuitized.

                                                                         Time Periods
                                                                  1 year              3 years

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

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

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

Alliance Variable Products Series Fund, Inc.
Managed by Alliance Capital Management L.P.

       Premier Growth Portfolio                                    (a)  $74.80        (a) $121.17
                                                                   (b)  $24.80        (b) $ 76.17
       Real Estate Investment Portfolio                            (a)  $74.80        (a) $121.17
                                                                   (b)  $24.80        (b) $ 76.17
- ------------------------------------------------------------------------------------------------------------------------------------

Cova Series Trust

Managed by J.P. Morgan Investment Management Inc.

       Small Cap Stock Portfolio                                   (a)  $74.80        (a) $121.17
                                                                   (b)  $24.80        (b) $ 76.17
       Large Cap Stock Portfolio                                   (a)  $72.80        (a) $115.15
                                                                   (b)  $22.80        (b) $ 70.15
       Select Equity Portfolio                                     (a)  $73.80        (a) $118.16
                                                                   (b)  $23.80        (b) $ 73.16
       International Equity Portfolio                              (a)  $74.80        (a) $121.17
                                                                   (b)  $24.80        (b) $ 76.17
       Quality Bond Portfolio                                      (a)  $71.79        (a) $112.12
                                                                   (b)  $21.79        (b) $ 67.12
Managed by Lord, Abbett & Co.

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

General American Capital Company
Managed by Conning Asset Management Company

       Money Market Fund                                           (a)  $67.31        (a) $ 98.54
                                                                   (b)  $17.31        (b) $ 53.54
- ------------------------------------------------------------------------------------------------------------------------------------

Investors Fund Series

Managed by Zurich Kemper Value Advisors, Inc.

       Kemper Small Cap Value Portfolio                            (a)  $74.80        (a) $121.17
                                                                   (b)  $24.80        (b) $ 76.17
Managed by Zurich Kemper Investments, Inc.

       Kemper Government Securities Portfolio                      (a)  $71.89        (a) $112.42
                                                                   (b)  $21.89        (b) $ 67.42
       Kemper Small Cap Growth Portfolio                           (a)  $72.80        (a) $115.15
                                                                   (b)  $22.80        (b) $ 70.15
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Examples (continued)

                                                                         Time Periods
                                                                  1 year              3 years

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

Liberty Variable Investment Trust
Managed by Newport Fund Management Inc.

<S>                                                                <C>               <C>    
       Newport Tiger, Variable Series                              (a)  $78.00        (a) $130.73
                                                                   (b)  $28.00        (b) $ 85.73
- ------------------------------------------------------------------------------------------------------------------------------------

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

       Growth and Income Portfolio                                 (a)  $71.19        (a) $110.30
                                                                   (b)  $21.19        (b) $ 65.30
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust

Managed by Massachusetts Financial Services Company

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

Oppenheimer Variable Account Funds
Managed by OppenheimerFunds, Inc.

       Oppenheimer High Income Fund                                (a)  $73.40        (a) $116.96
                                                                   (b)  $23.40        (b) $ 71.96
       Oppenheimer Bond Fund                                       (a)  $73.10        (a) $116.05
                                                                   (b)  $23.10        (b) $ 71.05
       Oppenheimer Growth Fund                                     (a)  $73.20        (a) $116.35
                                                                   (b)  $23.20        (b) $ 71.35
       Oppenheimer Growth & Income Fund                            (a)  $75.30        (a) $122.67
                                                                   (b)  $25.30        (b) $ 77.67
       Oppenheimer Strategic Bond Fund                             (a)  $73.80        (a) $118.16
                                                                   (b)  $23.80        (b) $ 73.16
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
Managed by Putnam Investment Management, Inc.

       Putnam VT Growth and Income Fund                            (a)  $70.69        (a) $108.78
                                                                   (b)  $20.69        (b) $ 63.78
       Putnam VT International Growth Fund                         (a)  $75.10        (a) $122.07
                                                                   (b)  $25.10        (b) $ 77.07
       Putnam VT International New Opportunities Fund              (a)  $79.19        (a) $134.29
                                                                   (b)  $29.19        (b) $ 89.29
       Putnam VT New Value Fund                                    (a)  $73.60        (a) $117.56
                                                                   (b)  $23.60        (b) $ 72.56
       Putnam VT Vista Fund                                        (a)  $73.40        (a) $116.96
                                                                   (b)  $23.40        (b) $ 71.96
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Explanation of Fee Table and Examples

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

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

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

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

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

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

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

1.   THE ANNUITY CONTRACT

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

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

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

The  contract  is called a variable  annuity  because  you can  choose  among 36
investment  portfolios and,  depending upon market  conditions,  you can make or
lose  money in any of these  portfolios.  If you  select  the  variable  annuity
portion of the contract,  the amount of money you are able to accumulate in your
contract during the accumulation  phase depends upon the investment  performance
of the investment  portfolio(s)  you select.  The amount of the annuity payments
you receive  during the income  phase from the variable  annuity  portion of the
contract  also  depends  upon  the  investment  performance  of  the  investment
portfolios you select for the income phase.

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

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

2.   ANNUITY PAYMENTS (THE INCOME PHASE)

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

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

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

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

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

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

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

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

Option 3.  Joint and Last  Survivor  Annuity.  Under this  option,  we will make
annuity  payments  each month so long as the  annuitant  and a second person are
both alive.  When either of these people dies,  we will continue to make annuity
payments,  so long as the survivor  continues to live. The amount of the annuity
payments we will make to the survivor can be equal to 100%, 662/3% or 50% of the
amount that we would have paid if both were alive.

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

3.   PURCHASE

Purchase Payments

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

Allocation of Purchase Payments

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

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

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

Accumulation Units

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

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

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

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

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

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

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

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

Example:

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

4.   INVESTMENT OPTIONS

The contract offers 36 investment portfolios which are listed below.  Currently,
if you are not participating in an asset allocation program, you can only invest
in 15 investment  portfolios at any one time.  Additional  investment portfolios
may be available in the future.

YOU SHOULD READ THE  PROSPECTUSES  FOR THESE FUNDS CAREFULLY  BEFORE  INVESTING.
COPIES OF THESE PROSPECTUSES ARE ATTACHED TO THIS PROSPECTUS. CERTAIN PORTFOLIOS
CONTAINED IN THE FUND PROSPECTUSES MAY NOT BE AVAILABLE WITH YOUR CONTRACT.

AIM VARIABLE INSURANCE FUNDS, INC.

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

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

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

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

   Premier Growth Portfolio
   Real Estate Investment Portfolio

COVA SERIES TRUST

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

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

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

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

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

GENERAL AMERICAN CAPITAL COMPANY

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

     Money Market Fund

INVESTORS FUND SERIES

Investors Fund Series is a mutual fund with multiple  portfolios.  Zurich Kemper
Investments,  Inc.  (ZKI) is the  investment  adviser for the Kemper  Government
Securities  Portfolio and the Kemper Small Cap Growth  Portfolio.  Zurich Kemper
Value  Advisors,  Inc.,  a wholly  owned  subsidiary  of ZKI, is the  investment
adviser for the Kemper Small Cap Value Portfolio.  The following  portfolios are
available under the contract:

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

LIBERTY VARIABLE INVESTMENT TRUST

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

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

LORD ABBETT SERIES FUND, INC.

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

   Growth and Income Portfolio

MFS VARIABLE INSURANCE TRUST

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

   MFS Emerging Growth Series
   MFS Research Series
   MFS Growth With Income Series
   MFS High Income Series
   MFS World Governments Series

   MFS/Foreign & Colonial Emerging Markets
      Equity Series

OPPENHEIMER VARIABLE ACCOUNT FUNDS

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

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

PUTNAM VARIABLE TRUST

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

   Putnam VT Growth and Income Fund
   Putnam VT International Growth Fund
   Putnam VT International New Opportunities Fund
   Putnam VT New Value Fund
   Putnam VT Vista Fund (a stock portfolio)

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

Transfers

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

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

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

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

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

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

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

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

Dollar Cost Averaging Program

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

The minimum amount which can be transferred each month is $500. You must have at
least  $6,000 in the Money  Market  Fund or the fixed  account,  (or the  amount
required to  complete  your  program,  if less) in order to  participate  in the
Dollar Cost Averaging Program.  There is no additional  charge for participating
in the Dollar Cost  Averaging Program.

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

Automatic Rebalancing Program

Once  your  money  has been  allocated  among  the  investment  portfolios,  the
performance of each portfolio may cause your allocation to shift. You can direct
us  to  automatically  rebalance  your  contract  to  return  to  your  original
percentage  allocations by selecting our Automatic  Rebalancing Program. You can
tell us whether to  rebalance  quarterly,  semi-annually  or  annually.  We will
measure these periods from the  anniversary of the date we issued your contract.
The transfer  date will be the 1st day after the end of the period you selected.
There is no additional  charge for  participating  in the Automatic  Rebalancing
Program. If you participate in the Automatic  Rebalancing Program, the transfers
made under the program are not taken into  account in  determining  any transfer
fee.

Example:

   Assume that you want your initial purchase payment split between 2 investment
   portfolios. You want 40% to be in the Quality Bond Portfolio and 60% to be in
   the Select Equity  Portfolio.  Over the next 21/2 months the bond market does
   very well while the stock  market  performs  poorly.  At the end of the first
   quarter,  the Quality Bond  Portfolio  now  represents  50% of your  holdings
   because of its  increase  in value.  If you had chosen to have your  holdings
   rebalanced  quarterly,  on the first day of the next quarter, Cova would sell
   some of your units in the Quality  Bond  Portfolio to bring its value back to
   40% and use the money to buy more units in the  Select  Equity  Portfolio  to
   increase those holdings to 60%.

Approved Asset Allocation Programs

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

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

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

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

Voting Rights

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

Substitution

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

5.   EXPENSES

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

Insurance Charges

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

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

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

Contract Maintenance Charge

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

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

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

Withdrawal Charge

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

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

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

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

Reduction or Elimination of the Withdrawal Charge

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

Premium Taxes

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

Transfer Fee

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

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

Income Taxes

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

Investment Portfolio Expenses

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

6.   TAXES

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

Annuity  Contracts in General  

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

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

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

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

Qualified and Non-Qualified Contracts

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

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

Withdrawals - Non-Qualified Contracts

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

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

Withdrawals - Qualified Contracts

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

Withdrawals - Tax-Sheltered Annuities

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

Diversification

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

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

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

7.   ACCESS TO YOUR MONEY

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

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

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

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

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

Systematic Withdrawal Program

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

INCOME TAXES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

8.   PERFORMANCE

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

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

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

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

9.   DEATH BENEFIT

Upon Your Death

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

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

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

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

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

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

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

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

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

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

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

Death of Annuitant

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

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

10.  OTHER INFORMATION

Cova

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

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

The Separate Account

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

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

Distributor

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   contracts.
Broker-dealers  will be paid  commissions up to 5.75% of purchase  payments but,
under  certain  circumstances,   may  be  paid  an  additional  .5%  commission.
Sometimes,  Cova  enters into an  agreement  with the  broker-dealer  to pay the
broker-dealer  persistency bonuses, in addition to the standard commissions.  To
the extent that the withdrawal  charge is  insufficient to cover the actual cost
of distribution,  Cova may use any of its corporate assets, including any profit
from the mortality and expense risk premium, to make up any difference.

Ownership

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

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

Beneficiary

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

Assignment

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

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

Suspension of Payments or Transfers

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

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

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

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

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

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

Financial Statements

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

Table of Contents of the
Statement of Additional Information

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

APPENDIX

PERFORMANCE INFORMATION

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

PART 1

Performance Information for Existing Portfolios in the Separate Account

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

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

<TABLE>
<CAPTION>
Total Return for the periods ended September 30, 1997

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

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

Cova Series Trust

<S>                      <C>              <C>        <C>      <C>        <C>        <C>    <C>        <C>        <C>      <C>   
   Small Cap Stock       5/1/96           31.34%     - -      22.38%     29.94%     - -    20.98%     24.75%     - -      17.80%
   Large Cap Stock       5/1/96           41.52%     - -      32.07%     40.12%     - -    30.67%     34.92%     - -      27.57%
   Select Equity         5/1/96           42.02%     - -      28.68%     40.62%     - -    27.28%     35.42%     - -      24.16%
   International Equity  5/1/96           18.21%     - -      14.08%     16.81%     - -    12.68%     11.64%     - -       9.43%
   Quality Bond          5/1/96            9.02%     - -       8.28%      7.62%     - -     6.88%      2.47%     - -       3.58%
   Bond Debenture        5/1/96           18.18%     - -      18.65%     16.78%     - -    17.25%     11.60%     - -      14.04%
- ------------------------------------------------------------------------------------------------------------------------------------

General American Capital Company

   Money Market          6/3/96            5.56%     - -       5.54%      4.16%     - -     4.14%     (0.98)%    - -       0.57%
- ------------------------------------------------------------------------------------------------------------------------------------

Lord Abbett Series Fund, Inc.

   Growth and Income     12/11/89         33.52%   19.30%     16.96%     32.12%  17.90%    15.56%     26.69%    16.97%    14.93%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


APPENDIX

PERFORMANCE INFORMATION (continued)

PART 2

Performance Information for Portfolios Which
the Separate Account Has Not Previously Invested In

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

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

<TABLE>
<CAPTION>
Total Return for the periods ended September 30, 1997

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

                                                                                             Accumulation Unit Performance
                                                                                      Column B                   Column C
                                                                                 (reflects insurance       (reflects all charges
                                                   Portfolio Performance            charges and               and portfolio
                                                         Column A                portfolio expenses)             expenses)
- ------------------------------------------------------------------------------------------------------------------------------------

                          Portfolio                         10 yrs or                     10 yrs or                      10 yrs or
                          Inception                         since                         since                          since
Portfolio                 Date            1 yr      5 yrs   inception    1 yr      5 yrs  inception   1 yr      5 yrs    inception
- ------------------------------------------------------------------------------------------------------------------------------------

AIM Variable Insurance Funds, Inc.
   

<S>                       <C>             <C>        <C>      <C>        <C>        <C>    <C>        <C>        <C>      <C> 
   AIM V.I. Capital  
      Appreciation        5/5/93          25.01%     - -      22.19%     23.61%     - -    20.79%     18.51%     - -      16.19%
   AIM V.I.
      International Equity5/5/93          22.53%     - -      15.73%     21.13%     - -    14.33%     16.03%     - -       9.73%
   AIM V.I. Value         5/5/93          34.08%     - -      21.43%     32.68%     - -    20.03%     27.58%     - -      15.43%
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Variable Products Series Fund, Inc.

   Premier Growth         6/26/92         49.83%   23.61%     23.06%     48.43%   22.21%   21.66%     43.33%    17.61%    21.56%
   Real Estate
      Investment          1/9/97           - -       - -      31.75%       - -      - -    30.35%       - -      - -      25.75%
- ------------------------------------------------------------------------------------------------------------------------------------

Liberty Variable Investment Trust
   
   Newport Tiger,
      Variable Series     5/1/95          (5.11)%    - -       6.62%     (6.51)%    - -     5.22%    (11.61)%    - -       0.62%
- ------------------------------------------------------------------------------------------------------------------------------------

Investors Fund Series
   
  Kemper Small
      Cap Value           5/1/96           35.63%    - -      19.88%     34.23%     - -    18.48%      29.13%    - -      13.88%
   Kemper Government
      Securities          9/3/87           9.33%    6.16%      7.77%      7.93%    4.76%    6.37%       2.83%    0.16%     6.27%
   Kemper Small Cap
      Growth              5/2/94           37.10%    - -      28.28%     35.70%    - -     26.88%      30.60%    - -      22.28%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


APPENDIX
<TABLE>
<CAPTION>
PERFORMANCE INFORMATION (continued)
Total Return for the periods ended September 30, 1997

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

                                                                                             Accumulation Unit Performance
                                                                                      Column B                   Column C
                                                                                 (reflects insurance       (reflects all charges
                                                   Portfolio Performance            charges and               and portfolio
                                                         Column A                portfolio expenses)             expenses)
- ------------------------------------------------------------------------------------------------------------------------------------

                          Portfolio                         10 yrs or                     10 yrs or                      10 yrs or
                          Inception                         since                         since                          since
Portfolio                 Date            1 yr      5 yrs   inception    1 yr      5 yrs  inception   1 yr      5 yrs    inception
- ------------------------------------------------------------------------------------------------------------------------------------

MFS Variable Insurance Trust
   

<S>                       <C>             <C>       <C>       <C>        <C>        <C>    <C>        <C>        <C>      <C>   
   MFS Emerging
      Growth              7/24/95         23.87%    - -       28.49%     22.47%     - -    27.09%     17.37%     - -      22.49%
   MFS Research           7/26/95         28.99%    - -       26.18%     27.59%     - -    24.78%     22.49%     - -      20.18%
   MFS Growth With
      Income              10/9/95         33.88%    - -       29.23%     32.48%     - -    27.83%     27.38%     - -      23.23%
   MFS High Income        7/26/95         14.74%    - -       13.24%     13.34%     - -    11.84%      8.24%     - -       7.24%
   MFS World
      Governments         6/14/94          2.06%    - -        5.58%      0.66%     - -     4.18%     (4.44)%    - -      (0.42)%
- ------------------------------------------------------------------------------------------------------------------------------------

Oppenheimer Variable Account Funds
   Oppenheimer High
      Income              4/30/86         14.94%   13.60%     13.84%     13.54%    12.20%  12.44%      8.44%     7.60%    12.34%
   Oppenheimer Bond       4/3/85           9.43%    7.66%      9.60%      8.03%     6.26%   8.20%      2.93%     1.66%     8.10%
   Oppenheimer
      Growth              4/3/85          36.89%   22.27%     13.85%     35.49%    20.87%  12.45%     30.39%    16.27%    12.35%
   Oppenheimer
      Growth & Income     7/5/95          38.08%    - -       40.56%     36.68%     - -    39.16%     31.58%     - -      34.56%
   Oppenheimer
      Strategic Bond      5/3/93          11.32%    - -        7.81%      9.92%     - -     6.41%      4.82%     - -       1.81%
- ------------------------------------------------------------------------------------------------------------------------------------

Putnam Variable Trust
   Putnam VT Growth
      and Income          2/1/88          33.94%   19.07%     17.06%     32.54%    17.67%  15.66%     27.44%    13.07%    15.56%
   Putnam VT New
      Value               1/2/97           - -      - -       29.63%      - -       - -    28.23%      - -       - -      23.63%
   Putnam VT Vista        1/2/97           - -      - -       31.52%      - -       - -    30.12%      - -       - -      25.52%
   Putnam VT
      International
      Growth              1/2/97           - -      - -       29.90%      - -       - -    28.50%      - -       - -      23.90%
   Putnam VT
      International
      New Opportunities   1/2/97           - -      - -       13.06%      - -       - -    11.66%      - -       - -       7.06%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




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


          Please send me, at no charge, the Statement of Additional  Information
          dated December 2, 1997, for The Annuity Contract issued by Cova.


               (Please print or type and fill in all information)




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

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

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

CL-2096 (12/97)                                                          COVA VA




                                  [BACK COVER]


                                      COVA
                 Cova Financial Services Life Insurance Company
                     
                         Marketing and Executive Office

                           One Tower Lane, Suite 3000
                         Oakbrook Terrace, IL 60181-4644
                                  800-523-1661
                                   
                             Annuity Service Office

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


CL-2095 (12/97) Policy Form Series XL-407,CL-407,XL-617,CL-617 21-CSA-MO(12/97) 


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