COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1998-08-12
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                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

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

                       INDIVIDUAL SINGLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                        COVA VARIABLE ANNUITY ACCOUNT ONE

                                       AND

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

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

At the Contract Owner's direction, the purchase payment for the Contract will be
allocated to a segregated  investment  account of Cova  Financial  Services Life
Insurance  Company  (the  "Company")  which  account  has been  designated  Cova
Variable  Annuity  Account  One (the  "Variable  Account")  or to the  Company's
General  Account.  The Variable  Account  invests in shares of Cova Series Trust
(see "Cova  Series  Trust"),  Lord Abbett  Series Fund,  Inc.  (see "Lord Abbett
Series Fund,  Inc.") and General American Capital Company (see "General American
Capital Company").  Cova Series Trust is a series fund with nineteen Portfolios,
fourteen of which are  currently  available in  connection  with the  Contracts:
Money Market Portfolio,  Quality Income Portfolio,  High Yield Portfolio,  Stock
Index  Portfolio,  VKAC Growth and Income  Portfolio,  Select Equity  Portfolio,
Small  Cap  Stock  Portfolio,   International  Equity  Portfolio,  Quality  Bond
Portfolio,  Large Cap Stock Portfolio,  Bond Debenture Portfolio,  Mid-Cap Value
Portfolio, Large Cap Research Portfolio and the Developing Growth Portfolio. The
Lord Abbett Growth and Income  Portfolio is not currently  available (check with
your broker regarding future  availability.)  Lord Abbett Series Fund, Inc. is a
series fund which currently offers one Portfolio under the Contracts: Growth and
Income  Portfolio.  General  American  Capital  Company  is a series  fund which
currently offers one Fund under the Contracts: the Money Market Fund.

This  Prospectus  concisely  sets forth the  information a prospective  investor
should know before  investing.  Additional  information  about the  Contracts is
contained in the "Statement of Additional  Information" which is available at no
charge.  The  Statement  of  Additional  Information  has  been  filed  with the
Securities and Exchange Commission and is incorporated herein by reference.  The
SEC maintains a Web site  (http://www.sec.gov)  that contains the SAI,  material
incorporated by reference, and other information regarding registrants that file
electronically. The Table of Contents of the Statement of Additional Information
can be found on Page 46 of this  Prospectus.  For the  Statement  of  Additional
Information  (SAI) dated May 1, 1998, call (800) 523-1661 or write the Marketing
and Executive Office address listed above.

INQUIRIES:

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

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

This Prospectus is dated May 1, 1998.

The Prospectus should be kept for future reference.


                                TABLE OF CONTENTS

                                                                     PAGE

DEFINITIONS                                                             5

HIGHLIGHTS                                                              7

FEE TABLE                                                               9

CONDENSED FINANCIAL INFORMATION                                        14

THE COMPANY                                                            19

THE VARIABLE ACCOUNT                                                   19
         Cova Series Trust                                             20
         Lord Abbett Series Fund, Inc.                                 21
         General American Capital Company                              21
         Voting Rights                                                 22
         Substitution of Securities                                    22

CHARGES AND DEDUCTIONS                                                 22
         Deduction for Withdrawal Charge (Sales Load)                  22
         Reduction or Elimination of the Withdrawal Charge             23
         Deduction for Mortality and Expense Risk Premium              24
         Deduction for Administrative Expense Charge                   24
         Deduction for Contract Maintenance Charge                     25
         Deduction for Premium Taxes                                   25
         Deduction for Income Taxes                                    26
         Deduction for Expenses of the Eligible Investments            26
         Deduction for Transfer Fee                                    26

THE CONTRACTS                                                          26  
         Ownership                                                     26
         Annuitant                                                     27
         Assignment                                                    27
         Beneficiary                                                   27
         Change of Beneficiary                                         27
         Transfers of Contract Values During the Accumulation Period   28
         Death of the Annuitant                                        29
         Death of the Contract Owner                                   29

ANNUITY PROVISIONS                                                     30
         Annuity Date and Annuity Option                               30
         Change in Annuity Date and Annuity Option                     30
         Allocation of Annuity Payments                                30
         Transfers During the Annuity Period                           31
         Annuity Options                                               31
         Frequency and Amount of Annuity Payments                      32

PURCHASE PAYMENTS AND CONTRACT VALUE                                   32
         Purchase Payments                                             32
         Allocation of Purchase Payment                                32
         Dollar Cost Averaging                                         33
         Distributor                                                   33
         Contract Value                                                33
         Accumulation Unit                                             34

WITHDRAWALS                                                            34
         Texas Optional Retirement Program                             35
         Suspension of Payments or Transfers                           36

PERFORMANCE INFORMATION                                                36
         Money Market Portfolio                                        36
         Other Portfolios                                              37

FEDERAL TAX STATUS                                                     38
         General                                                       38
         Diversification                                               39
         Contracts Owned by Other than Natural Persons                 41
         Multiple Contracts                                            41
         Tax Treatment of Assignments                                  41
         Income Tax Withholding                                        41
         Tax Treatment of Withdrawals - Non-Qualified Contracts        42
         Qualified Plans                                               42
         Tax Treatment of Withdrawals - Qualified Contracts            44
         Tax-Sheltered Annuities - Withdrawal Limitations              46

FINANCIAL STATEMENTS                                                   46

LEGAL PROCEEDINGS                                                      46

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION           46



                                   DEFINITIONS

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

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

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

ANNUITY DATE - The date on which Annuity Payments begin.

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

ANNUITY PERIOD - The period starting on the Annuity Date.

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

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

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

CONTRACT ANNIVERSARY - An anniversary of the Issue Date.

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

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

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

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

FIXED  ANNUITY - A series of payments  made during the Annuity  Period which are
guaranteed  as to  dollar  amount  by  the  Company  and do not  vary  with  the
investment experience of the Variable Account.

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

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

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

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

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

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

SUB-ACCOUNT - A segment of the Variable Account.

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

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

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

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

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

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

WITHDRAWAL VALUE - The Withdrawal Value is:

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

     2) any applicable taxes not previously deducted; less

     3) the Withdrawal Charge, if any; less

     4) the Contract Maintenance Charge, if any.



                                   HIGHLIGHTS

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

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

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                         COVA VARIABLE ANNUITY ACCOUNT ONE
                                                     FEE TABLE
<S>                                                           <C>
CONTRACT  OWNER  TRANSACTION  EXPENSES
Withdrawal Charge (see Note 2 below)                          5% of purchase payment withdrawn

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

Contract  Maintenance  Charge                                 $30 per contract per year

SEPARATE  ACCOUNT  ANNUAL  EXPENSES
(as a percentage of average account value)

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


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

                                                                                              Other Expenses
                                                                                              (after expense          Total
                                                                       Management             reimbursement -         Annual
Portfolio                                                                 Fees                see Note 4 below)      Expenses
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>                    <C>
MANAGED BY VAN KAMPEN AMERICAN
CAPITAL INVESTMENT ADVISORY CORP.
   VKAC Growth and Income                                                 .60%                       .10%              .70%
   Money Market#                                                          .00%                       .11%              .11%
   Quality Income                                                         .50%                       .10%              .60%
   High Yield                                                             .75%                       .10%              .85%
   Stock Index                                                            .50%                       .10%              .60%

MANAGED BY J.P. MORGAN
INVESTMENT MANAGEMENT INC.
   Select Equity                                                          .75%                       .10%              .85%
   Small Cap Stock                                                        .85%                       .10%              .95%
   International Equity                                                   .85%                       .10%              .95%
   Quality Bond                                                           .55%                       .10%              .65%
   Large Cap Stock                                                        .65%                       .10%              .75%

MANAGED BY LORD, ABBETT & CO.
Bond Debenture                                                            .75%                       .10%              .85%
Mid-Cap Value*                                                           1.00%                       .10%             1.10%
Large Cap Research*                                                      1.00%                       .10%             1.10%
Developing Growth*                                                        .90%                       .10%             1.00%
Lord Abbett Growth and Income** 
(not currently available)                                                 .65%                       .10%              .75%

<FN>
*    ANNUALIZED.  THE PORTFOLIO COMMENCED INVESTMENT OPERATIONS ON AUGUST 
     20, 1997.

**   ESTIMATED.  THE PORTFOLIO HAS NOT YET COMMENCED INVESTMENT OPERATIONS.

#    COVA  INVESTMENT  ADVISORY  CORPORATION  ("COVA  ADVISORY"),   THE  TRUST'S
     INVESTMENT  ADVISER,  CURRENTLY  WAIVES  ITS  FEES  FOR  THE  MONEY  MARKET
     PORTFOLIO.  ALTHOUGH NOT OBLIGATED TO, COVA ADVISORY EXPECTS TO CONTINUE TO
     WAIVE ITS FEES FOR THE MONEY MARKET PORTFOLIO. IN THE FUTURE, COVA ADVISORY
     MAY CHARGE ITS FEES ON A PARTIAL OR COMPLETE  BASIS.  ABSENT THE MANAGEMENT
     FEE  WAIVER,  THE TOTAL  MANAGEMENT  FEE ON AN  ANNUAL  BASIS FOR THE MONEY
     MARKET  PORTFOLIO IS .50%.  THE  EXAMPLES  SHOWN BELOW FOR THE MONEY MARKET
     PORTFOLIO ARE CALCULATED BASED UPON A WAIVER OF THE MANAGEMENT FEE.
</FN>
</TABLE>


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

                                                                         Other
                                                                         Expenses
                                                                         (After expense                Total
                                     Management             12b-1        reimbursement -               Annual
Portfolio                            Fees                   Fees         See Note 4 below)             Expenses
- ----------------------------------   -----------------      -----        -----------------             --------
<S>                                  <C>                    <C>          <C>                           <C>
Growth and Income##                      .50%                .15%                .02%                       .67%
<FN>
##   THE GROWTH AND INCOME  PORTFOLIO  OF LORD ABBETT  SERIES  FUND,  INC. HAS A
     12b-1 PLAN WHICH PROVIDES FOR PAYMENTS TO LORD, ABBETT & CO. FOR REMITTANCE
     TO A LIFE INSURANCE COMPANY FOR CERTAIN DISTRIBUTION EXPENSES (SEE THE FUND
     PROSPECTUS).  THE  12b-1  PLAN  PROVIDES  THAT  SUCH  REMITTANCES,  IN  THE
     AGGREGATE, WILL NOT EXCEED .15%, ON AN ANNUAL BASIS, OF THE DAILY NET ASSET
     VALUE OF SHARES OF THE GROWTH AND INCOME  PORTFOLIO.  FOR THE YEAR ENDING 
     DECEMBER 31, 1998, THE 12b-1 FEES ARE ESTIMATED TO BE .15%.  THE EXAMPLES 
     BELOW FOR THIS PORTFOLIO REFLECT THE ESTIMATED 12b-1 FEES.
</FN>
</TABLE>


<TABLE>
<CAPTION>
GENERAL AMERICAN CAPITAL COMPANY'S ANNUAL EXPENSES
(as a percentage of the average daily net assets of the Fund)

Fund                              Management Fees             Other Expenses          Total Annual Expenses
- ----                              ---------------             --------------          ---------------------
<S>                               <C>                         <C>                     <C>
Money Market                             .125%                       .08%                      .205%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLES

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

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

                                                                            TIME   PERIODS
                                                             1 year        3 years         5 years         10 years
                                                             ------        -------         -------         --------
<S>                                                         <C>            <C>             <C>             <C>
COVA SERIES TRUST

Managed by Van Kampen American
Capital Investment Advisory Corp.

Money Market Portfolio                                      a) $ 66.36       $ 95.62         $ 132.07        $ 188.79
                                                            b) $ 16.36       $ 50.62         $  87.07        $ 188.79

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

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

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

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

Managed by J.P. Morgan Investment
Management Inc.

Select Equity Portfolio                                     a) $ 73.80       $ 118.16        $169.99         $266.24
                                                            b) $ 23.80       $  73.16        $124.99         $266.24

Small Cap Stock Portfolio                                   a) $ 74.80       $ 121.17        $175.00         $276.23
                                                            b) $ 24.80       $  76.17        $130.00         $276.23

International Equity Portfolio                              a) $ 74.80       $ 121.17        $175.00         $276.23
                                                            b) $ 24.80       $  76.17        $130.00         $276.23

Quality Bond Portfolio                                      a) $ 71.79       $ 112.12        $159.89         $245.92
                                                            b) $ 21.79       $  67.12        $114.89         $245.92

Large Cap Stock Portfolio                                   a) $ 72.80       $ 115.15        $164.95         $256.13
                                                            b) $ 22.80       $  70.15        $119.95         $256.13

Managed by Lord, Abbett & Co.

Bond Debenture Portfolio                                    a) $ 73.80       $ 118.16        $169.99         $266.24
                                                            b) $ 23.80       $  73.16        $124.99         $266.24

Mid-Cap Value Portfolio                                     a) $ 76.30       $ 125.66
                                                            b) $ 26.30       $  80.66

Large Cap Research Portfolio                                a) $ 76.30       $ 125.66
                                                            b) $ 26.30       $  80.66

Developing Growth Portfolio                                 a) $ 75.30       $ 122.67
                                                            b) $ 25.30       $  77.67

Lord Abbett Growth and Income                               a) $ 72.80       $ 115.15 
                                                            b) $ 22.80       $  70.15

LORD ABBETT SERIES FUND, INC.

Growth and Income Portfolio                                 a) $ 71.99       $ 112.73        $160.90         $247.97         
                                                            b) $ 21.99       $ 67.73         $115.90         $247.97    
GENERAL AMERICAN CAPITAL COMPANY

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


EXPLANATION OF FEE TABLE AND EXAMPLES

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

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

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

4. Since August 20, 1990, the Company has been reimbursing Cova Series Trust for
all  operating  expenses  (exclusive  of  the  management  fees)  in  excess  of
approximately .10%. Absent the expense  reimbursement and management fee waiver,
the percentages  shown for Total Annual Expenses for the Trust (on an annualized
basis) for the year or period  ended  December 31, 1997 would have been .70% for
the Quality Income  Portfolio,  .99% for the High Yield Portfolio,  .68% for the
Money Market  Portfolio,  .69% for the Stock Index Portfolio,  .88% for the VKAC
Growth and Income Portfolio;  1.00% for the Select Equity  Portfolio;  1.39% for
the Small Cap Stock Portfolio;  1.53% for the  International  Equity  Portfolio;
1.08% for the Quality Bond Portfolio;  1.08% for the Large Cap Stock  Portfolio;
1.07% for the Bond Debenture  Portfolio;  8.41% for the Mid-Cap Value Portfolio;
10.04% for the Large Cap Research  Portfolio and 9.00% for the Developing Growth
Portfolio.

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

     6. The assumed single purchase payment is $30,000.

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


                         CONDENSED FINANCIAL INFORMATION

                            Accumulation Unit Values

The  following  schedule  includes  Accumulation  Unit  Values  for the  periods
indicated.  This data has been extracted from the Variable  Account's  Financial
Statements.  This  information  should be read in conjunction  with the Variable
Account's  Financial  Statements and related notes thereto which are included in
the Statement of Additional Information.


<TABLE>
<CAPTION>
                                For the     For the                                                                     
                                Year or     Year or    Year or    Year or    Year or    Year or   Year or    Year or    
                                Period      Period     Period     Period     Period     Period    Period     Period     
                                Ended       Ended      Ended      Ended      Ended      Ended     Ended      Ended      
                                12/31/97    12/31/96   12/31/95   12/31/94   12/31/93   12/31/92  12/31/91   12/31/90   
                                --------    --------   --------   --------   --------   --------  --------   --------   
<S>                             <C>          <C>        <C>        <C>        <C>        <C>       <C>        <C>       
COVA SERIES TRUST
Quality Income Sub-Account
   Beginning of Period          $15.54      $ 15.33   $  13.17   $  13.97   $  12.75  $  12.02   $  10.62   $   9.97    
   End of Period                $16.72      $ 15.54   $  15.33   $  13.17   $  13.97  $  12.75   $  12.02   $  10.62    
   Number of Accum.                    
   Units Outstanding         2,931,053    3,334,960  2,690,633  2,576,412  3,659,656 1,891,499    563,960    564,940    

High Yield Sub-Account
   Beginning of Period          $21.42      $ 19.52   $  16.98   $  18.02   $  14.99  $  12.75   $  10.06   $  10.02    
   End of Period                $23.57      $ 21.42   $  19.52   $  16.98   $  18.02  $  14.99   $  12.75   $  10.06    
   Number of Accum.
   Units Outstanding         1,409,290    2,001,184  1,870,232  1,157,642  1,045,815   361,296    298,202    280,854    

Money Market Sub-Account
   Beginning of Period          $11.88      $ 11.43   $  10.90   $  10.61   $  10.46  $  10.21   $  10.00          *    
   End of Period                $12.38      $ 11.88   $  11.43   $  10.90   $  10.61  $  10.46   $  10.21
   Number of Accum.                   
   Units Outstanding         1,742,444    2,584,926  2,987,132  6,963,421    617,575   385,448    527,571

VKAC Growth and Income Sub-     
 Account
   Beginning of Period (5/1/92- $17.01      $ 14.61   $  11.20   $  11.92   $  10.47  $  10.00          *          *    
    commencement of operations) $20.98
   End of Period                            $ 17.01   $  14.61   $  11.20   $  11.92  $  10.47
   Number of Accum.
   Units Outstanding         2,198,250    1,905,896  1,342,833    977,209    547,643   250,919

Stock Index Sub-Account
   Beginning of Period          $19.04      $ 15.77   $  11.68   $  11.87   $  11.05  $  10.55   $  10.00          *    
   End of Period                $24.96      $ 19.04   $  15.77   $  11.68   $  11.87  $  11.05   $  10.55
   Number of Accum.
   Units Outstanding         3,547,220    4,680,855  5,436,980  3,151,443  7,691,151 3,164,251    639,923

Select Equity Sub-Account
   Beginning of Period (4/1/96) $10.84      $ 10.08         **         **         **        **         **         **    
 End of Period                  $14.05      $ 10.84         **         **         **        **         **         **    
 Number of Accum.
Units Outstanding            6,903,606    2,044,523         **         **         **        **         **         **    

Small Cap Stock Sub-Account
   Beginning of Period (4/1/96) $11.31      $ 10.51         **         **         **        **         **         **    
   End of Period                $13.49      $ 11.31         **         **                                         **    
   Number of Accum.
   Units Outstanding         3,940,243    1,237,405         **         **         **        **         **         **    

International Equity Sub-Account
   Beginning of Period (4/1/96)  $10.97     $ 10.21         **         **         **        **         **         **    
   End of Period                 $11.46     $ 10.97         **         **         **        **         **         **    
   Number of Accum.
   Units Outstanding          5,440,592   1,306,892         **         **         **        **         **         **    

Quality Bond Sub-Account
   Beginning of Period (4/1/96)  $10.37      $ 9.90         **         **         **        **         **         **    
   End of Period                 $11.16     $ 10.37         **         **         **        **         **         **    
    Number of Accum.
   Units Outstanding          1,433,081     508,830         **         **         **        **         **         **    

Large Cap Stock Sub-Account
   Beginning of Period (4/1/96)  $11.33     $ 10.00         **         **         **        **         **         **    
   End of Period                 $14.89     $ 11.33         **         **         **        **         **         **    
   Number of Accum.
   Units Outstanding           1,473,929  1,389,606         **         **         **        **         **         **    

Bond Debenture Sub-Account
   Beginning of Period (4/1/96)  $11.29     $ 10.10         **         **         **        **         **         **    
   End of Period                 $12.88     $ 11.29         **         **         **        **         **         **    
   Number of Accum.
   Units Outstanding           3,945,097    659,663         **         **         **        **         **         **    

Mid-Cap Value Sub-Account
   Beginning of Period (8/20/97) $10.00                     **         **         **        **         **         **    
   End of Period                 $10.47                     **         **         **        **         **         **    
   Number of Accum. Units
   Outstanding                  194,386                     **         **         **        **         **         **    

Large Cap Research Sub-
 Account
   Beginning of Period (8/20/97) $10.00                     **         **         **        **         **         **    
   End of Period                 $ 9.90                     **         **         **        **         **         **    
   Number of Accum. Units              
   Outstanding                  124,559                     **         **         **        **         **         **    

Developing Growth Sub-
 Account
   Beginning of Period (8/20/97) $10.00                     **         **         **        **         **         **    
   End of Period                 $10.53                     **         **         **        **         **         **
   Number of Accum. Units
   Outstanding                  148,658                     **         **         **        **         **         **    

   
LORD ABBETT
SERIES FUND, INC.
Growth and Income Sub-Account
   Beginning of Period           $25.09     $ 21.31   $  16.64   $  16.42   $  14.50  $  12.73   $  10.15   $  10.06    
   End of Period                 $30.84     $ 25.09   $  21.31   $  16.64   $  16.42  $  14.50   $  12.73   $  10.15    
  Number of Accum.
  Units Outstanding          15,788,404   11,732,301  8,947,108  6,875,139  4,994,582 2,560,999  1,426,577  1,041,342   

GENERAL AMERICAN CAPITAL COMPANY
Money Market Sub-Account
   Beginning of Period (6/3/96) $10.23     $ 10.00        ***        ***        ***       ***        ***        ***     
   End of Period                $10.67      $ 10.23        ***        ***        ***       ***        ***        ***    
   Number of Accum.
   Units Outstanding            311,051      34,964        ***        ***        ***       ***        ***        ***    

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

**   Beginning  of  period  dates  for  the  Select  Equity,  Small  Cap  Stock,
     International  Equity,  Quality  Bond,  Large Cap Stock, Bond  Debenture,
     Mid Cap Value, Large Cap Research and Developing Growth Sub-Accounts
     reflect the dates the shares of these  Portfolios  were first offered for
     sale to the public.

***  The  beginning of period date for the Money Market  Sub-Account  of General
     American  Capital Company reflects the date shares of this sub-account were
     first offered for sale to the public.
</FN>
</TABLE>



<TABLE>
<CAPTION>
                                 For the period from
                                 December 11, 1989
                                 (Commencement of
                                 Operations) through
                                 December 31, 1989
                                 -----------------
<S>                               <C>
COVA SERIES TRUST
Quality Income Sub-Account
   Beginning of Period                    $ 10.00
   End of Period                         $   9.97
   Number of Accum.             
   Units Outstanding                      253,695

High Yield Sub-Account
   Beginning of Period                    $ 10.00
   End of Period                          $ 10.02
   Number of Accum.
   Units Outstanding                     250,,000

Money Market Sub-Account
   Beginning of Period                          *
   End of Period                
   Number of Accum.             
   Units Outstanding             

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

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

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

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

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

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

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

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

Mid-Cap Value Sub-Account
   Beginning of Period (8/20/97)               ** 
   End of Period                               **
   Number of Accum. Units
   Outstanding                                 **

Large Cap Research Sub-
 Account
   Beginning of Period (8/20/97)               **
   End of Period                               **
   Number of Accum. Units       
   Outstanding                                 **

Developing Growth Sub-
 Account
   Beginning of Period (8/20/97)               **
   End of Period                
   Number of Accum. Units
   Outstanding                                 **

   
LORD ABBETT
SERIES FUND, INC.
Growth and Income Sub-Account
   Beginning of Period                    $ 10.00
   End of Period                          $ 10.06
  Number of Accum.
  Units Outstanding                         14,482

GENERAL AMERICAN CAPITAL COMPANY
Money Market Sub-Account
   Beginning of Period (6/3/96)              ***
   End of Period                              ***
   Number of Accum.
   Units Outstanding                          ***

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

**   Beginning  of  period  dates  for  the  Select  Equity,  Small  Cap  Stock,
     International  Equity,  Quality  Bond,  Large Cap Stock, Bond  Debenture,
     Mid Cap Value, Large Cap Research and Developing Growth Sub-Accounts
     reflect the dates the shares of these  Portfolios  were first offered for
     sale to the public.

***  The  beginning of period date for the Money Market  Sub-Account  of General
     American  Capital Company reflects the date shares of this sub-account were
     first offered for sale to the public.
</FN>
</TABLE>


 
     The Lord Abbett Growth and Income Portfolio  managed by Lord,  Abbett & Co.
has not yet commenced regular investment operations.

                                   THE COMPANY

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

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

                              THE VARIABLE ACCOUNT

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

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

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

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

COVA SERIES TRUST

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

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

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

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

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

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

Lord, Abbett & Co. is the Sub-Adviser for the following Portfolios:

         Bond Debenture Portfolio
         Mid-Cap Value Portfolio
         Large Cap Research Portfolio
         Developing Growth Portfolio
         Lord Abbett Growth and Income Portfolio (not currently available)

LORD ABBETT SERIES FUND, INC.

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

The following Portfolio is available:

         Growth and Income

GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company ("Capital Company") is an open-end  diversified
management   investment  company.   Conning  Asset  Management  Company  is  the
investment  adviser to the Capital Company.  See the Capital Company  prospectus
for a  discussion  of the  investment  objective of the  available  Fund and the
potential risks involved in investing in it.  Purchasers should read the Capital
Company prospectus carefully before investing.

The following Fund is available:

         Money Market Fund

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

VOTING RIGHTS

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

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

SUBSTITUTION OF SECURITIES

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

                             CHARGES AND DEDUCTIONS

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

DEDUCTION FOR WITHDRAWAL CHARGE (SALES LOAD)

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

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

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

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

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be  paid  commissions  up to an  amount  equal  to 5.5% of
purchase payments. During the initial period in which the Contracts are offered,
the Company may pay an additional  .5%  commission.  In addition,  under certain
circumstances,  the Company may pay certain  broker-dealers a persistency  bonus
which will take into account,  among other factors,  the length of time purchase
payments  have been held under the Contract and Contract  Values.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

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

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

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

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

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

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

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

DEDUCTION FOR MORTALITY AND EXPENSE RISK PREMIUM

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

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

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

DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

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

DEDUCTION FOR CONTRACT MAINTENANCE CHARGE

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

DEDUCTION FOR PREMIUM TAXES

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

DEDUCTION FOR INCOME TAXES

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

DEDUCTION FOR EXPENSES OF THE ELIGIBLE INVESTMENTS

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

DEDUCTION FOR TRANSFER FEE

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

                                  THE CONTRACTS

OWNERSHIP

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

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

ANNUITANT

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

ASSIGNMENT

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

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

BENEFICIARY

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

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

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

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

     (3) to the estate of the Contract Owner.

CHANGE OF BENEFICIARY

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

TRANSFERS OF CONTRACT VALUES DURING THE ACCUMULATION PERIOD

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

After the Annuity  Date,  the  Contract  Owner may make a transfer  once in each
Contract Year. All transfers are subject to the following:

     (1) the  deduction  of any  transfer fee that may be imposed (no charge for
first 12 transfers in a Contract Year;  thereafter,  the fee is $25 per transfer
or, if less,  2% of the amount  transferred).  The transfer fee will be deducted
from the  Account  from  which the  transfer  is made.  However,  if the  entire
interest in the Account is being transferred,  the transfer fee will be deducted
from the amount which is transferred.

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

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

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

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

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

DEATH OF THE ANNUITANT

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

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

DEATH OF THE CONTRACT OWNER

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

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

     (2) the Contract Value; or

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

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

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

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

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

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

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

                               ANNUITY PROVISIONS

ANNUITY DATE AND ANNUITY OPTION

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

CHANGE IN ANNUITY DATE AND ANNUITY OPTION

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

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

ALLOCATION OF ANNUITY PAYMENTS

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

TRANSFERS DURING THE ANNUITY PERIOD

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

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

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

ANNUITY OPTIONS

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

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

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

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

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

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

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

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

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

                      PURCHASE PAYMENTS AND CONTRACT VALUE

PURCHASE PAYMENTS

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

ALLOCATION OF PURCHASE PAYMENT

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

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

DOLLAR COST AVERAGING

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

If the Contract Owner is  participating  in the Dollar Cost  Averaging  program,
such transfers are not taken into account in determining any transfer fee. Under
certain  circumstances,  there may be  restrictions  with  respect to a Contract
Owner's ability to participate in the Dollar Cost Averaging program.

DISTRIBUTOR

Cova Life Sales Company ("Life  Sales"),  One Tower Lane,  Suite 3000,  Oakbrook
Terrace,  Illinois  60181-4644,  acts as the distributor of the Contracts.  Life
Sales is an affiliate of the Company.  The Contracts are offered on a continuous
basis.

CONTRACT VALUE

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

ACCUMULATION UNIT

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

     (a)  is the net result of

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

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

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

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

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

                                   WITHDRAWALS

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

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

     (1)  any applicable taxes not previously deducted;

     (2)  any applicable Contract Maintenance Charge; and

     (3)  any applicable Withdrawal Charge.

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

Certain tax withdrawal  penalties and restrictions may apply to withdrawals from
Contracts. (See "Tax Status".) For Contracts purchased in connection with 403(b)
plans,  the Code limits the withdrawal of amounts  attributable to contributions
made pursuant to a salary reduction agreement (as defined in Section 403(b) (11)
of the Code) to  circumstances  only when the Contract Owner: (1) attains age 59
1/2; (2) separates  from service;  (3) dies;  (4) becomes  disabled  (within the
meaning of Section 72(m)(7) of the Code); or (5) in the case of hardship.

However,  withdrawals for hardship are restricted to the portion of the Contract
Owner's Contract Value which represents contributions made by the Contract Owner
and does not include any  investment  results.  The  limitations  on withdrawals
became  effective  on  January  1,  1989  and  apply  only to  salary  reduction
contributions  made after  December 31,  1988,  to income  attributable  to such
contributions  and to income  attributable  to amounts  held as of December  31,
1988.  The  limitations  on  withdrawals  do not affect  rollovers  or transfers
between certain  Qualified  Plans.  Contract Owners should consult their own tax
counsel or other tax adviser regarding any distributions.

TEXAS OPTIONAL RETIREMENT PROGRAM

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

SUSPENSION OF PAYMENTS OR TRANSFERS

The Company  reserves  the right to suspend or postpone  payments for any period
when:

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

     (2)  trading on the New York Stock Exchange is restricted;

     (3)  an emergency  exists as a result of which disposal of securities  held
          in the Variable  Account is not  reasonably  practicable  or it is not
          reasonably   practicable  to  determine  the  value  of  the  Variable
          Account's net assets; or

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

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

                             PERFORMANCE INFORMATION

MONEY MARKET PORTFOLIO

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

OTHER PORTFOLIOS

From time to time,  the Company may advertise  performance  data for the various
other Portfolios under the Contract.  Such data will show the percentage  change
in the value of an  Accumulation  Unit based on the  performance  of a Portfolio
medium over a period of time,  usually a calendar  year,  determined by dividing
the increase (decrease) in value for that Unit by the Accumulation Unit value at
the beginning of the period.  This percentage  figure will reflect the deduction
of any asset-based charges and any applicable Contract Maintenance Charges under
the Contracts,  but will not reflect the deduction of any Withdrawal Charge. The
deduction of any Withdrawal Charge would reduce any percentage  increase or make
greater any percentage decrease.

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

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

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

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

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

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

The VARDS Report is a monthly  variable annuity  industry  analysis  compiled by
Variable  Annuity  Research & Data Service of Roswell,  Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based insurance charges.

                                   FEDERAL TAX STATUS

GENERAL

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

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

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

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

DIVERSIFICATION

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

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

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

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

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

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

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

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

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

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

MULTIPLE CONTRACTS

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

TAX TREATMENT OF ASSIGNMENTS

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

INCOME TAX WITHHOLDING

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

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or for a specified  period of 10
years or more; b) distributions which are required minimum distributions;  or c)
the portion of the distributions not includible in gross income (i.e. 40 returns
of after-tax  contributions).  Participants should consult their own tax counsel
or other tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED CONTRACTS

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

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

QUALIFIED PLANS

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

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

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

a.   H.R. 10 PLANS

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

b.   TAX-SHELTERED ANNUITIES

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

c.   INDIVIDUAL RETIREMENT ANNUITIES

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

d.   CORPORATE PENSION AND PROFIT-SHARING PLANS

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

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS

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

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

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

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

                              FINANCIAL STATEMENTS

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

                                LEGAL PROCEEDINGS

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


          TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

                                                              

Company

Experts  

Legal Opinions

Distributor  

Yield Calculation For Money Market Sub-Account  

Performance Information

Annuity Provisions  

Financial Statements 



                       STATEMENT OF ADDITIONAL INFORMATION

                   INDIVIDUAL SINGLE PURCHASE PAYMENT DEFERRED
                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                        COVA VARIABLE ANNUITY ACCOUNT ONE
                                   
                                       AND

                 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

                                     
THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN CONJUNCTION  WITH THE  PROSPECTUS  DATED MAY 1, 1998, FOR THE INDIVIDUAL
SINGLE PURCHASE PAYMENT DEFERRED  VARIABLE ANNUITY  CONTRACTS WHICH ARE REFERRED
TO HEREIN.

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

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




                                TABLE OF CONTENTS

                                                                            PAGE

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

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

Legal Opinions.........................................................      3

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

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

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

Annuity  Provisions....................................................      6

Financial  Statements..................................................      7
 

                                     COMPANY

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

                                     EXPERTS

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


                                 LEGAL OPINIONS

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

                                   DISTRIBUTOR

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

                YIELD CALCULATION FOR MONEY MARKET SUB-ACCOUNT

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

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

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

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

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

                             PERFORMANCE INFORMATION

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

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

                                         n
                                 P(1 + T)  =  ERV
Where:

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

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


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

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

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

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

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

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of any
Withdrawal Charge.

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

                               ANNUITY PROVISIONS

VARIABLE  ANNUITY

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

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

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

The total  dollar  amount of each  Variable  Annuity  Payment  is the sum of all
Sub-Account  Variable  Annuity  Payments  reduced  by the  Contract  Maintenance
Charge.

FIXED  ANNUITY

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

ANNUITY  UNIT

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

NET  INVESTMENT  FACTOR

The Net  Investment  Factor  for any  Sub-Account  for any  Valuation  Period is
determined by dividing:

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

     (b)    the  Accumulation  Unit  value  as of the close of the immediately
preceding  Valuation  Period.

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

MORTALITY  AND  EXPENSE  GUARANTEE

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

                              FINANCIAL STATEMENTS

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


COVA VARIABLE ANNUITY
ACCOUNT ONE

Financial Statements

December 31, 1997

(With Independent Auditors' Report Thereon)



                          Independent Auditors' Report


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

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

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

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



Chicago, Illinois
February 20, 1998







<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Assets and Liabilities

December 31, 1997

(In thousands of dollars)

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

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

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


See accompanying notes to financial statements.




<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Assets and Liabilities

December 31, 1997

(In thousands of dollars)

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

                                                 LIABILITIES

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

Liabilities:

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

Total liabilities                                                                                                        40

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

Contract owners' equity:
   Accumulation phase:

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

   Annuitization phase:

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

Total contract owners' equity                                                                                     1,038,346

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

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


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Operations

Year or period ended December 31, 1997

(In thousands of dollars)

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

                                                                                                              Cova Series

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

                                                               Growth

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

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

Expenses:
   Mortality and expense

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

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

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

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

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

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

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


See accompanying notes to financial statements.
</TABLE>


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

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

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



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



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

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

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


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


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



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



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


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Contract Owners' Equity

Year or period ended December 31, 1997

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

From operations:

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

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

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

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

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

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


See accompanying notes to financial statements.
</TABLE>


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

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


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

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

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



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



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

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

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




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


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


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

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


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Statement of Changes in Contract Owners' Equity

Year or period ended December 31, 1996

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

                                                                                                               Cova Series

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

From operations:

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

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

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

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

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

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


See accompanying notes to financial statements.
</TABLE>


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

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


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

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

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



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



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

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

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




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


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


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

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


<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

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

Cova Series Trust - Quality Income Portfolio

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

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

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

Accumulation unit value,

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

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

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

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

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

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

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

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

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

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

Cova Series Trust - Money Market Portfolio

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

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

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

Accumulation unit value,

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

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

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

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

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

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

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

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

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

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

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

Cova Series Trust - High Yield Portfolio

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

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

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

Accumulation unit value,

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

Net investment income                           1.58             1.55             1.44            1.38            1.80

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

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

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

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

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

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

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

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

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

Cova Series Trust - Stock Index Portfolio

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

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

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

Accumulation unit value,

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

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

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

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

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

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

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

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

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

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

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

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

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

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

Accumulation unit value,

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

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

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

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

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

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

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

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

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

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

Net investment income                                     .40             .32

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

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

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

Total return*                                           14.05%           11.86%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

Net investment loss                                                    (.02)

Net realized and unrealized
    gain from security
    transactions                                                        .55

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

Total from investment
    operations                                                          .53

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

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

Total return*                                                          5.28%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

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

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

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

                                                                Period from
                                                              August 20, 1997
                                                                  through
                                                                December 31,
                                                                    1997

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

Accumulation unit value,

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

Net investment loss                                                    (.01)

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

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

Total from investment
    operations                                                         (.10)

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

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

Total return*                                                         (1.00%)

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

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

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

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

                                                                Period from
                                                              August 20, 1997
                                                                  through
                                                                December 31,
                                                                    1997

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

Accumulation unit value,

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

Net investment loss                                                    (.01)

Net realized and unrealized
    gain from security
    transactions                                                        .48

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

Total from investment
    operations                                                          .47

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

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

Total return*                                                          4.68%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

Net investment income                                         .44             .28

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

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

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

Total return*                                                7.58%           4.76%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

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

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

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

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

Total return*                                               19.31%            7.57%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

Net investment income                                         .77             .22

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

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

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

Total return*                                               31.36%           13.32%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

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

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

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

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

Total return*                                               29.67%            7.48%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

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

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

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

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

Total return*                                                4.52%            7.36%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

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

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

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

                                                          Period from
                                                         July 1, 1997
                                                           through
                                                         December 31,
                                                             1997

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

Accumulation unit value,

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

Net investment income                                             .14

Net realized and unrealized
    gain from security
    transactions                                                  .39

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

Total from investment
    operations                                                    .53

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

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

Total return*                                                    5.32%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

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

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

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

                                                          Period from
                                                         July 1, 1997
                                                           through
                                                         December 31,
                                                             1997

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

Accumulation unit value,

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

Net investment income                                            -

Net realized and unrealized
    gain from security
    transactions                                                  .42

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

Total from investment
    operations                                                    .42

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

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

Total return*                                                    4.18%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

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

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

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

                                                          Period from
                                                         July 1, 1997
                                                            through
                                                         December 31,
                                                              1997

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

Accumulation unit value,

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

Net investment income                                             .15

Net realized and unrealized
    gain from security
    transactions                                                 1.04

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

Total from investment
    operations                                                   1.19

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

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

Total return*                                                   11.94%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Period from commencement of operations through December 31, 1997

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

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

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

                                                          Period from
                                                         July 1, 1997
                                                           through
                                                         December 31,
                                                             1997

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

Accumulation unit value,

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

Net investment income                                             .05

Net realized and unrealized
    gain from security
    transactions                                                  .71

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

Total from investment
    operations                                                    .76

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

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

Total return*                                                    7.56%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.



<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

Five years ended December 31, 1997

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

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

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

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

Accumulation unit value,

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

Net investment income                           2.01                1.32           1.37             .76            .88

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

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

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

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

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

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

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

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

                                     Period from
                                     January 1,
                                    1997 through
                                    April 18, 1997

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

Accumulation unit value,

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

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

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

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

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

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

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

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

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

  **Annualized

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

See accompanying notes to financial statements.




<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Financial Highlights

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

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

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

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

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

Accumulation unit value,

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

Net investment loss                                     (.14)          (.08)

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

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

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

Total return*                                           4.24%           2.34%

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

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

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

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

**Annualized
</FN>
</TABLE>

See accompanying notes to financial statements.


COVA VARIABLE ANNUITY ACCOUNT ONE

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


COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

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


(1)  Organization

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

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

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

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

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


(2)  Significant Accounting Policies

     (a)  Investment Valuation

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

     (b)  Reinvestment of Dividends

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

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

     (c)  Federal Income Taxes

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

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

     (d)  Annuity Reserves

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


(3)  Contract Fees

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

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

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

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

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

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

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

(4)  Gain (Loss) on Investments

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

        Net change in unrealized gain (loss) on investments:

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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

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

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $        18
- ---------------------------------------------------------------------------------------------------------------------------



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

              Fund Growth and Income Portfolio:
                 End of period                                                                      $    87,861     46,489
                 Beginning of period                                                                     46,489     22,469
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $    41,372     24,020
- ---------------------------------------------------------------------------------------------------------------------------

              Fund Global Equity Portfolio:
                 End of period                                                                                -          1
                 Beginning of period                                                                          1        152
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized loss on investments                                          $        (1)      (151)
- ---------------------------------------------------------------------------------------------------------------------------

              GACC Money Market Portfolio:
                 End of period                                                                               46          6
                 Beginning of period                                                                          6          -
- ---------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------
              Net change in unrealized gain on investments                                          $        40          6
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>




<TABLE>
<CAPTION>
COVA VARIABLE ANNUITY ACCOUNT ONE

Notes to Financial Statements

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

(5)  UNIT TRANSACTIONS

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

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

                                                                                                         Cova SeTrust

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

                           Quality    Money      High    Stock    Growth and  Bond     DevelopinLarge CapMid-Cap  Quality
                            Income    Market    Yield    Index    Income     Debenture  Growth  Research Value     Bond

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

Accumulation phase:

<S>                     <C>  <C>       <C>       <C>                <C>                                                    
Balance at December 31, 1995 2,690,633 2,987,132 1,870,2325,436,980 1,342,833      N/A      N/A      N/A      N/A       N/A

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

Balance at December 31, 1996  334,960 2,584,926 2,001,1844,680,855 1,905,896  659,663      N/A      N/A      N/A   508,830

   Contributions by Cova          -         -         -        -        -          -   10,000   10,000   10,000         -
   Redemptions by Cova            -         -         -        -        -          -        -        -        -   (205,846)
   Units sold                33,059  3,712,455   36,057  125,947  130,796    715,126   47,968   36,718   45,300   256,670
   Units redeemed          (623,489) (683,810) (135,503)(654,828) (101,374)  (79,865)    (322)    (274)  (2,730)  (67,027)
   Units transferred        186,523  (3,871,127(492,448)(604,754) 262,932    2,650,173 91,012   78,115   141,816  940,454

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

Balance at December 31, 1992,931,053 1,742,444 1,409,2903,547,220 2,198,250  3,945,097 148,658  124,559  194,386  1,433,081
- --------------------------------------------------------------------------------------------------------------------------

Annuity phase:

   Balance at December 31, 1996 N/A       N/A       N/A      N/A      N/A        N/A      N/A      N/A      N/A       N/A

   Units sold                 8,913     4,793     2,641    4,293    1,875          -        -        -        -         -
   Units redeemed              (844)     (231)     (412)    (196)     (72)         -        -        -        -         -
- --------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 1997  8,069     4,562     2,229    4,097    1,803        N/A      N/A      N/A      N/A       N/A
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------





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

                                                                               Lord Abbett

- ---------------------------------------------------------------------------
                                  Interna-          Small          Growth anSeries Fund, Inc.   GACC
   Small Cap Large Cap  Select    tional             Cap   Equity   Income  Growth andGlobal    Money
    Stock     Stock     Equity    Equity    BalancedEquity Income  Equity    Income   Equity   Market

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


<S>    <C>   <C>        <C>       <C>         <C>     <C>     <C>      <C>  <C>       <C>       <C>   
       N/A        N/A       N/A       N/A     N/A     N/A     N/A      N/A  8,947,108 172,206      N/A

   500,000   1,500,000  500,000   500,000                                          -        -        -
   (500,000) (367,586) (500,000) (500,000)                                         -        -        -
   580,659     76,199  1,024,461  550,620                                   1,374,562  15,160    8,787
    (6,730)      (522)  (11,729)   (5,835)                                  (587,874) (21,479)     (96)
   663,476    181,515  1,031,791  762,107                                   1,998,505 (11,278)  26,273
- -------------------------------------------------------------------------------------------------------

   1,237,405 1,389,606 2,044,523 1,306,892    N/A     N/A     N/A      N/A  11,732,301154,609   34,964

         -          -         -         -     100     100     100      100         -        -        -
         -   (1,132,414)      -         -    (100)   (100)   (100)    (100)        -        -        -
   786,201    538,054  1,538,506  974,793   17,711  10,694 17,814   46,324  1,642,859     350  509,800
   (90,427)   (36,558) (116,499) (107,953)  (2,450)     -     (56)  (4,084) (816,777)  (7,330) (29,528)
   2,007,064  715,241  3,437,076 3,266,860  22,818  15,454 31,967   79,433  3,230,021 (147,629)(204,185)
- -------------------------------------------------------------------------------------------------------

   3,940,243 1,473,929 6,903,606 5,440,592  38,079  26,148 49,725  121,673  15,788,404      -  311,051
- -------------------------------------------------------------------------------------------------------


       N/A        N/A       N/A       N/A     N/A     N/A     N/A      N/A       N/A      N/A      N/A

       804      3,384     3,617       822       -       -       -        -    28,068        -        -
       (31)      (356)     (380)      (32)      -       -       -        -    (2,022)       -        -
- -------------------------------------------------------------------------------------------------------

       773      3,028     3,237       790     N/A     N/A     N/A      N/A    26,046      N/A      N/A
- -------------------------------------------------------------------------------------------------------
</TABLE>
     


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

Consolidated Financial Statements

December 31, 1997, 1996, and 1995

(With Independent Auditors' Report Thereon)



                          INDEPENDENT AUDITORS' REPORT

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

     We have  audited  the  accompanying  consolidated  balance  sheets  of Cova
     Financial  Services Life Insurance Company and subsidiaries (a wholly owned
     subsidiary of Cova  Corporation)  (the Company) as of December 31, 1997 and
     1996,  and the related  consolidated  statements  of income,  shareholder's
     equity,  and cash flows for the years ended December 31, 1997 and 1996, and
     the period from June 1, 1995 to December 31, 1995 (Successor periods),  and
     the period from January 1, 1995 to May 31, 1995 (Predecessor period). These
     consolidated  financial  statements are the responsibility of the Company's
     management.   Our   responsibility  is  to  express  an  opinion  on  these
     consolidated financial statements based on our audits.

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

     In our opinion,  the consolidated  financial  statements  referred to above
     present fairly, in all material  respects,  the financial  position of Cova
     Financial  Services Life Insurance  Company and subsidiaries as of December
     31, 1997 and 1996, and the results of their operations and their cash flows
     for the Successor periods, in conformity with generally accepted accounting
     principles.  Also, in our opinion, the Predecessor  consolidated  financial
     statements present fairly, in all material  respects,  the results of their
     operations and their cash flows for the Predecessor  period   in conformity
     with generally accepted accounting principles.

     As discussed in note 1 to the consolidated financial statements,  effective
     June 1, 1995, the predecessor to Cova Corporation,  a subsidiary of General
     American Life Insurance  Company,  acquired all of the outstanding stock of
     Cova Financial  Services Life Insurance  Company in a business  combination
     accounted  for  as  a  purchase.  As  a  result  of  the  acquisition,  the
     consolidated  financial  information  for  the  periods  subsequent  to the
     acquisition is presented on a different cost basis than that for the period
     prior to the acquisition and, therefore, is not comparable.


     Chicago, Illinois
     March 5, 1998



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

Consolidated Balance Sheets

December 31, 1997 and 1996

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

                              ASSETS                                                         1997         1996
- -------------------------------------------------------------------------------------------------------------------
                                                                                              (in thousands)

Investments:

    Debt securities available for sale, at fair value (cost of

<S>                                                                                    <C>                 <C>    
       $1,269,362 in 1997 and $952,824 in 1996)                                        $    1,280,247      949,611
    Mortgage loans, net of allowance for potential loan loss
       of $237 in 1997 and $88 in 1996                                                        348,206      244,103
    Policy loans                                                                               24,228       22,336
    Short-term investments, at fair value                                                       -            4,404
- -------------------------------------------------------------------------------------------------------------------

Total investments                                                                           1,652,681    1,220,454
- -------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents - interest-bearing                                                   12,910       38,322
Cash - noninterest-bearing                                                                      3,666        5,501
Receivable from sale of securities                                                              1,870        1,064
Accrued investment income                                                                      20,602       15,011
Deferred policy acquisition costs                                                              84,326       49,833
Present value of future profits                                                                41,486       46,389
Goodwill                                                                                       19,717       20,849
Federal and state income taxes recoverable                                                      -            1,461
Deferred tax benefits, net                                                                      7,933       13,537
Receivable from OakRe                                                                       1,544,567    1,973,813
Reinsurance receivables                                                                         9,293        3,504
Other assets                                                                                    2,184        2,205
Separate account assets                                                                     1,108,125      641,871
- -------------------------------------------------------------------------------------------------------------------

Total assets                                                                           $    4,509,360    4,033,814
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

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

Consolidated Balance Sheets

December 31, 1997 and 1996

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

        LIABILITIES AND SHAREHOLDER'S EQUITY                                                1997         1996
- ------------------------------------------------------------------------------------------------------------------
                                                                                             (in thousands)

Liabilities:

<S>                                                                                   <C>               <C>      
    Policyholder deposits                                                             $    3,098,287    3,135,325
    Future policy benefits                                                                    38,361       32,342
    Payable on purchase of securities                                                          7,261       15,978
    Federal and state income taxes payable                                                     1,312        -
    Accounts payable and other liabilities                                                    21,912       19,764
    Future purchase price payable to OakRe                                                    12,173       16,051
    Guaranty fund assessments                                                                  9,700       12,409
    Separate account liabilities                                                           1,107,816      626,901
- ------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                          4,296,822    3,858,770
- ------------------------------------------------------------------------------------------------------------------


Shareholder's equity:

    Common stock, $2 par value.  Authorized
       5,000,000 shares; issued and outstanding

       2,899,446 shares in 1997 and 1996                                                       5,799        5,799
    Additional paid-in capital                                                               191,491      166,491
    Retained earnings                                                                         12,516        3,538
    Net unrealized appreciation (depreciation)

       on securities, net of tax                                                               2,732         (784)
- ------------------------------------------------------------------------------------------------------------------

Total shareholder's equity                                                                   212,538      175,044
- ------------------------------------------------------------------------------------------------------------------

Total liabilities and shareholder's equity                                            $    4,509,360    4,033,814
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



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

Consolidated Statements of Income

Years ended December 31, 1997, 1996, and 1995

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                 The Company                  Predecessor
                                                                 ----------------------------------------------------------
                                                                                         Seven months         Five months
                                                                                             ended               ended
                                                                                         December 31,           May 31,
                                                                    1997       1996        1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands)

Revenues:

<S>                                                            <C>               <C>             <C>               <C>  
    Premiums                                                   $      9,368      3,154           921               1,097
    Net investment income                                           111,661     70,629        24,188              92,486
    Net realized gains (losses) on sales of

       investments                                                      563        472         1,324             (12,414)
    Separate account fees                                            12,455      7,205         2,957               1,818
    Other income                                                      2,400      1,320           725               1,037
- ---------------------------------------------------------------------------------------------------------------------------

Total revenues                                                      136,447     82,780        30,115              84,024
- ---------------------------------------------------------------------------------------------------------------------------

Benefits and expenses:

    Interest on policyholder deposits                                81,129     50,100        17,706              97,867
    Current and future policy benefits                               11,496      5,130         1,785               1,830
    Operating and other expenses                                     19,208     14,573         7,126              12,777
    Amortization of purchased

       intangible assets                                              3,668      2,332         3,030               -
    Amortization of deferred acquisition
       costs                                                          6,307      4,389           100              11,157
- ---------------------------------------------------------------------------------------------------------------------------

Total benefits and expenses                                         121,808     76,524        29,747             123,631
- ---------------------------------------------------------------------------------------------------------------------------

Income (loss) before income taxes                                    14,639      6,256           368             (39,607)
- ---------------------------------------------------------------------------------------------------------------------------

Income tax expense (benefit):

    Current                                                           1,951      1,740         1,011             (16,404)
    Deferred                                                          3,710        915          (580)              6,340
- ---------------------------------------------------------------------------------------------------------------------------

Total income tax expense (benefit)                                    5,661      2,655           431             (10,064)
- ---------------------------------------------------------------------------------------------------------------------------

Net income (loss)                                              $      8,978      3,601           (63)            (29,543)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




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

Consolidated Statements of Shareholder's Equity

Years ended December 31, 1997, 1996, and 1995

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                    The Company                Predecessor
                                                                      ------------------------------------------------------
                                                                                            Seven months       Five months
                                                                                               ended              ended
                                                                                            December 31,         May 31,
                                                                        1997      1996        1995               1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                         (in thousands)

Common stock, balance at beginning

<S>                                                                 <C>             <C>          <C>               <C>  
    and end of period                                               $     5,799     5,799        5,799             5,799
- ----------------------------------------------------------------------------------------------------------------------------

Additional paid-in capital:

    Balance at beginning of period                                      166,491   129,586      137,749           136,534
    Adjustment to reflect purchase acquisition
      indicated in note 2                                                 -         -          (52,163)            -
    Capital contribution                                                 25,000    36,905       44,000             1,215
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                191,491   166,491      129,586           137,749
- ----------------------------------------------------------------------------------------------------------------------------

Retained earnings (deficit):

    Balance at beginning of period                                        3,538       (63)     (36,441)            1,506
    Adjustment to reflect purchase acquisition
      indicated in note 2                                                 -         -           36,441             -
    Net income (loss)                                                     8,978     3,601          (63)          (29,543)
    Dividends to shareholder                                              -         -            -                (8,404)
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                 12,516     3,538          (63)          (36,441)
- ----------------------------------------------------------------------------------------------------------------------------

Net unrealized appreciation (depreciation) of securities:

      Balance at beginning of period                                       (784)    2,764      (28,837)          (65,228)
      Adjustment to reflect purchase acquisition
         indicated in note 2                                              -         -           28,837             -
      Change in unrealized appreciation (depreciation)
         of debt and equity securities                                   14,077   (13,915)      10,724           178,010
      Change in deferred Federal income taxes                            (1,893)    1,910       (1,489)          (18,458)
      Change in deferred acquisition costs                               (5,342)    1,561        -              (123,161)
      Change in present value of future profits

         attributable to unrealized losses (gains)                       (3,326)    6,896       (6,471)            -
- ----------------------------------------------------------------------------------------------------------------------------

Balance at end of period                                                  2,732      (784)       2,764           (28,837)
- ----------------------------------------------------------------------------------------------------------------------------

Total shareholder's equity                                          $   212,538   175,044      138,086            78,270
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




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

Consolidated Statements of Cash Flows

Years ended December 31, 1997, 1996, and 1995

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                The Company                   Predecessor
                                                                 -----------------------------------------------------------
                                                                                          Seven months        Five months
                                                                                             ended               ended
                                                                                          December 31,          May 31,
                                                                    1997       1996         1995                1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                       (in thousands)

Cash flows from operating activities:

<S>                                                            <C>               <C>          <C>                <C>    
    Interest and dividend receipts                             $    109,731      68,622       18,744             131,439
    Premiums received                                                 9,579       3,154          921               1,097
    Insurance and annuity benefit payments                           (5,219)     (3,729)      (2,799)             (1,809)
    Operating disbursements                                         (21,839)    (17,158)     (10,480)             (9,689)
    Taxes on income refunded (paid)                                     970      (3,016)          60              48,987
    Commissions and acquisition costs paid                          (55,067)    (36,735)     (17,456)            (23,872)
    Separate account charges                                         12,455       7,205        2,957               1,818
    Other                                                            (1,429)        937          529               1,120
    ------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating activities                  49,181      19,280       (7,524)            149,091
- ----------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:

    Cash used for the purchase of investment securities            (809,814)   (715,274)    (875,996)           (575,891)
    Proceeds from investment securities sold and matured            382,783     262,083      253,814           2,885,053
    Other                                                            15,400     (14,166)         179              (8,557)
- ----------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) investing activities                (411,631)   (467,357)    (622,003)          2,300,605
- ----------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:

    Policyholder deposits                                           841,174     446,784      132,752             130,660
    Transfers from (to) OakRe                                       637,168     574,010      628,481          (3,048,531)
    Transfer to separate accounts                                  (450,303)   (126,797)     (40,903)             (6,653)
    Return of policyholder deposits                                (597,425)   (491,025)    (436,271)           (290,586)
    Transfers to RGA                                               (120,411)      -            -                   -
    Dividends to shareholder                                          -           -            -                  (8,404)
    Capital contributions received                                   25,000      20,000       44,000               1,215
- ----------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) financing activities                 335,203     422,972      328,059          (3,222,299)
- ----------------------------------------------------------------------------------------------------------------------------

Decrease in cash and cash equivalents                               (27,247)    (25,105)    (301,468)           (772,603)

Cash and cash equivalents at beginning of period                     43,823      62,256      363,724           1,136,327
CFLIC contributed cash (note 9)                                       -           6,672        -                   -
- ----------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                     $     16,576      43,823       62,256             363,724
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                                                     (Continued)

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

Consolidated Statements of Cash Flows

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

                                                                                The Company                   Predecessor
                                                                 -----------------------------------------------------------
                                                                                          Seven months        Five months
                                                                                             ended               ended
                                                                                          December 31,          May 31,
                                                                    1997       1996         1995                1995
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                       (in thousands)

Reconciliation  of net income (loss) to net cash provided by (used in) operating
    activities:

<S>                                                            <C>                <C>            <C>             <C>     
      Net income (loss)                                        $      8,978       3,601          (63)            (29,543)
      Adjustments to reconcile net income (loss) to net
         cash provided by operating activities:
           Increase (decrease) in future policy benefits              6,019         680       (1,013)                 11
           Increase (decrease) in payables and accrued
              liabilities                                            (1,194)      2,900         (392)            (10,645)
           Decrease (increase) in accrued investment
              income                                                 (5,591)     (4,778)      (7,904)             32,010
           Amortization of intangible assets                          9,975       6,721        3,831              11,309
           Amortization and accretion of securities
              premiums and discounts                                  1,664       2,751          307               2,410
           Recapture commissions paid to OakRe                       (4,837)     (4,483)      (4,777)              -
           Net realized loss (gain) on sale of investments             (563)       (472)      (1,324)             12,414
           Interest accumulated on policyholder deposits             81,129      50,100       17,706              97,867
           Investment expenses paid                                   1,936       1,151          642               2,373
           Decrease (increase) in guaranty fund assessments           -           -             (104)              5,070
           Increase (decrease) in current and deferred
              Federal income taxes                                    5,917        (351)         491              38,923
           Separate account net loss (income)                        (2,637)     (2,008)           1                   1
           Commissions and expenses deferred                        (46,142)    (34,803)     (14,568)            (13,354)
           Other                                                     (5,473)     (1,729)        (357)                245
- ----------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) operating activities            $     49,181      19,280       (7,524)            149,091
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




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

Notes to Consolidated Financial Statements

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

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

Notes to Consolidated Financial Statements

December 31, 1997, 1996, and 1995

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

 (1)    NATURE OF BUSINESS AND ORGANIZATION

              NATURE OF THE BUSINESS

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

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

        Although the Company markets its products through numerous distributors,
        including regional brokerage firms, national brokerage firms, and banks,
        approximately 73%, 66%, and 59% of the company's sales have been through
        two specific  brokerage  firms, A. G. Edwards & Sons,  Incorporated  and
        Edward Jones & Company in 1997, 1996, and 1995, respectively.

              ORGANIZATION

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

        On June 1, 1995, XFSI sold 100% of the issued and outstanding  shares of
        the Predecessor to Cova  Corporation,  a subsidiary of General  American
        Life  Insurance  Company  (GALIC),  a Missouri  domiciled life insurance
        company,  in exchange for approximately  $91.4 million in cash and $22.7
        million in future  payables.  In conjunction  with this  Agreement,  the
        Predecessor also entered into a financing  reinsurance  transaction with
        OakRe Life Insurance  Company (OakRe),  a subsidiary of the Predecessor,
        to assume the economic benefits and risks of the existing single premium
        deferred  annuity  deposits  (SPDAs)  of Cova  Financial  Services  Life
        Insurance Company, which had an aggregate carrying value at June 1, 1995
        of $2,982 million. In exchange, the Predecessor transferred specifically
        identified assets to OakRe with a market value at June 1, 1995 of $2,986
        million.  Ownership of OakRe was retained by XFSI subsequent to the sale
        of the Predecessor and other affiliates.  The "Receivable from OakRe" to
        the Company that was created by this transaction will be liquidated over
        the   remaining   crediting   rate   guaranty   periods  which  will  be
        substantially  expired in three  years,  by the  transfer of cash in the
        amount of the then current  account value,  less a recapture  commission
        fee to OakRe on policies  retained beyond their 30-day no-fee  surrender
        window by the Company,  upon the next  crediting rate reset date of each
        annuity  policy.  The  Company  may then  reinvest  that  cash for those
        policies that are retained and thereafter  assume the benefits and risks
        of those deposits.

        In the event that both OakRe and XFSI  default  on the  receivable,  the
        Company may draw funds from a standby bank irrevocable  letter of credit
        established  by XFSI in the amount of $500 million.  No funds were drawn
        on this letter of credit during the periods ending December 31, 1997 and
        1996.


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

Notes to Consolidated Financial Statements

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

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

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

 (2)    PURCHASE ACCOUNTING

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                             June 1, 1995

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                             (in millions)

        Assets acquired:

<S>                                                                                                         <C>       
           Debt securities                                                                                  $     32.4
           Policy loans                                                                                           18.3
           Cash and cash equivalents                                                                             363.7
           Present value of future profits                                                                        47.4
           Goodwill                                                                                               20.5
           Deferred tax benefit                                                                                   24.9
           Receivable from OakRe                                                                               2,969.0
           Other assets                                                                                            5.9
           Separate account assets                                                                               332.7
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                               3,814.8

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

        Liabilities assumed:

           Policyholder deposits                                                                               3,299.2
           Future policy benefits                                                                                 27.2
           Future purchase price payable                                                                          22.7
           Deferred Federal income taxes                                                                          12.6
           Other liabilities                                                                                      29.0
           Separate account liabilities                                                                          332.7
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                               3,723.4

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

        Adjusted purchase price                                                                             $     91.4
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

 (3)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              DEBT SECURITIES

        Investments  in all debt  securities  with readily  determinable  market
        values are classified  into one of three  categories:  held to maturity,
        trading,  or available for sale.  Classification of investments is based
        on management's current intent. All debt securities at December 31, 1997
        and 1996 were classified as available for sale. Securities available for
        sale are carried at market  value,  with  unrealized  holding  gains and
        losses reported as a separate component of stockholder's  equity, net of
        deferred   effects  of  income  tax  and  related  effects  on  deferred
        acquisition costs and present value of future profits.

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

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

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

              MORTGAGE LOANS AND OTHER INVESTED ASSETS

        Mortgage  loans and policy loans are carried at their  unpaid  principal
        balances. Other invested assets are carried at lower of cost or market.

        Reserves  for loans are  established  when the Company  determines  that
        collection  of all amounts due under the  contractual  terms is doubtful
        and are calculated in conformity with Statement of Financial  Accounting
        Standards  (SFAS) No. 114,  Accounting by Creditors for  Impairment of a
        Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment
        of a Loan - Income Recognition and Disclosures.

              CASH AND CASH EQUIVALENTS

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

              SEPARATE ACCOUNT ASSETS

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

        In order to provide for optimum  policyholder  returns, and to allow for
        the  replication  of the  investment  performance  of existing  "cloned"
        mutual funds,  the Company has periodically  transferred  capital to the
        separate  account to provide for the initial  purchase of investments in
        new  portfolios.   As  additional   funds  have  been  received  through
        policyholder  deposits, the Company has periodically reduced its capital
        investment  in  the  separate   accounts.   As  of  December  31,  1997,
        approximately  $309,000  of  capital  investments  remained  within  the
        separate accounts.

              DEFERRED POLICY ACQUISITION COSTS

        The costs of  acquiring  new  business  which vary with and are directly
        related to the  production  of new  business,  principally  commissions,
        premium taxes, sales costs, and certain policy issuance and underwriting
        costs, are deferred. These deferred costs are amortized in proportion to
        estimated future gross profits derived from investment income,  realized
        gains and losses on sales of securities, unrealized securities gains and
        losses, interest credited to accounts,  surrender fees, mortality costs,
        and policy maintenance expenses.  The estimated gross profit streams are
        periodically   reevaluated  and  the  unamortized  balance  of  deferred
        acquisition  costs is adjusted to the amount that would have existed had
        the actual  experience and revised estimates been known and applied from
        the  inception of the  policies  and  contracts.  The  amortization  and
        adjustments resulting from unrealized gains and losses is not recognized
        currently in income but as an offset to the unrealized  gains and losses
        reflected as a separate component of equity. The amortization  period is
        the remaining  life of the  policies,  which is estimated to be 20 years
        from the date of original policy issue.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                    The Company                Predecessor
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                 Seven            Five
                                                                                                months           months
                                                                                                 ended            ended
                                                                                             December 31,        May 31,
                                                                         1997       1996         1995             1995

                                                                                           (in thousands)

        Deferred policy acquisition costs,

<S>                                                                <C>             <C>            <C>             <C>    
           beginning of period                                     $    49,833     14,468         92,398          213,362
        Effects of push down purchase accounting                            -          -         (92,398)              -
        Commissions and expenses deferred                               46,142     34,803         14,568           13,354
        Amortization                                                    (6,307)    (4,389)          (100)         (11,157)
        Deferred policy acquisition costs attributable
           to unrealized (gains) losses                                 (5,342)     1,561             -          (123,161)
        Effects on deferred policy acquisition costs
           of CFLIC consolidation                                           -       3,390             -                -
- ---------------------------------------------------------------------------------------------------------------------------

        Deferred policy acquisition costs, end of period           $    84,326     49,833         14,468           92,398
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              PURCHASE-RELATED INTANGIBLE ASSETS AND LIABILITIES

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

              Present Value of Future Profits

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

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

        Based on current assumptions, amortization of the original in-force PVFP
        asset,  expressed as a percentage  of the original  in-force  asset,  is
        projected to be 5.3%,  4.3%,  4.4%,  4.7%,  and 4.7% for the years ended
        December  31,  1998  through  2002,  respectively.  Actual  amortization
        incurred  during  these  years  may be more or less as  assumptions  are
        modified to incorporate actual results.

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

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Seven
                                                                                                                  months
                                                                                                                   ended
                                                                                                               December 31,

                                                                                          1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

<S>                                                                                 <C>               <C>          <C>   
        Present value of future profits - beginning of period                       $     46,389      38,155       46,709
        Net amortization                                                                  (1,577)       (473)      (2,083)
        Present value of future profits attributable to

           unrealized (gains) losses                                                      (3,326)      6,896       (6,471)
        Adjustment due to revised push-down purchase accounting                               -          698           -
        Effects on present value of future profits of CFLIC consolidation                     -        1,113           -
- ---------------------------------------------------------------------------------------------------------------------------

        Present value of future profits - end of period                             $     41,486      46,389       38,155
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Goodwill

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

<TABLE>
<CAPTION>
                                                                                                                 Seven
                                                                                                                  months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                          1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

<S>                                                                                 <C>               <C>          <C>   
        Goodwill - beginning of period                                              $     20,849      23,358       24,060
        Amortization                                                                      (1,132)       (916)        (702)
        Adjustment due to revised push down purchase accounting                               -       (3,626)          -
        Effects on goodwill of CFLIC consolidation                                            -        2,033           -
- ---------------------------------------------------------------------------------------------------------------------------

        Goodwill - end of period                                                    $     19,717      20,849       23,358
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              Future Payable

        Pursuant  to  the  financial   reinsurance  agreement  with  OakRe,  the
        receivable from OakRe becomes due in installments when the SPDA policies
        reach their next crediting rate reset date. For any recaptured  policies
        that continue in force into the next guarantee period,  the Company will
        pay a commission  to OakRe of 1.75% up to 40% of policy  account  values
        originally  reinsured  and  3.50%  thereafter.   On  policies  that  are
        recaptured and subsequently  exchanged to a variable annuity policy, the
        Company will pay a commission to OakRe of 0.50%.

        The Company has recorded a future  payable that  represents  the present
        value of the anticipated  future  commission  payments  payable to OakRe
        over  the  remaining  life  of  the  financial   reinsurance   agreement
        discounted  at an  estimated  borrowing  rate of 6.50%.  This  liability
        represents  a  contingent   purchase  price  payable  for  the  policies
        transferred  to OakRe on the  purchase  date and has been pushed down to
        the Company  through the financial  reinsurance  agreement.  The Company
        expects that this payable will be substantially extinguished by the year
        2000.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                                   Seven
                                                                                                                 months
                                                                                                                   ended
                                                                                                               December 31,
                                                                                          1997        1996         1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands)

<S>                                                                                 <C>               <C>          <C>   
        Future payable - beginning of period                                        $     16,051      23,967       27,797
        Interest added                                                                       959         943          947
        Payments to OakRe                                                                 (4,837)     (4,483)      (4,777)
        Adjustment due to revised push-down purchase accounting                               -       (5,059)          -
        Effects on future payable of CFLIC consolidation                                      -          683           -
- ---------------------------------------------------------------------------------------------------------------------------

        Future payable - end of period                                              $     12,173      16,051       23,967
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

              DEFERRED TAX ASSETS AND LIABILITIES

        XFSI and GALIC  agreed to file an election to treat the  acquisition  of
        the Company as an asset  acquisition  under the  provisions  of Internal
        Revenue Code Section 338(h)(10).  As a result of that election,  the tax
        basis  of the  Company's  assets  as of the  date  of  acquisition  were
        revalued  based upon fair market  values.  The  principal  effect of the
        election was to establish a tax asset on the tax-basis  balance sheet of
        approximately  $37.9 million for the value of the business acquired that
        is amortizable for tax purposes over ten to fifteen years.

              POLICYHOLDER DEPOSITS

        The Company  recognizes  its liability  for policy  amounts that are not
        subject  to  policyholder  mortality  nor  longevity  risk at the stated
        contract value, which is the sum of the original deposit and accumulated
        interest, less any withdrawals.  The average weighted interest crediting
        rate on the Company's  policyholder deposits as of December 31, 1997 was
        5.95%.

              FUTURE POLICY BENEFITS

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

        Current mortality  benefits payable are recorded for reported claims and
        estimates of amounts incurred but not reported.

              PREMIUM REVENUE

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

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

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

              FEDERAL INCOME TAXES

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

        Subsequent to June 1, 1995, the Company files a consolidated  income tax
        return with its  subsidiaries.  Allocations  of Federal income taxes are
        based upon separate return calculations.

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

              RISKS AND UNCERTAINTIES

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

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

                    Investment market valuation

                    Amortization   of   deferred   policy    acquisition   costs
                    Amortization    of   present   value   of   future   profits
                    Recoverability of goodwill

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

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

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

        In accordance  with SFAS No. 121,  Accounting for the Impairment of Long
        Lived  Assets and for Long Lived  Assets to the  Disposed  of, which was
        adopted by the  Company in the fourth  quarter of 1995,  the Company has
        considered  the  recoverability  of goodwill and has  concluded  that no
        circumstances  have  occurred  which  would give rise to  impairment  of
        goodwill at December 31, 1997.

              FAIR VALUE OF FINANCIAL INSTRUMENTS

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

        These  techniques are  significantly  affected by the assumptions  used,
        including the discount rate and estimates of future cash flows. Although
        fair value estimates are calculated  using  assumptions  that management
        believes  are  appropriate,  changes in  assumptions  could  cause these
        estimates to vary  materially.  In that  regard,  the derived fair value
        estimates cannot be  substantiated by comparison to independent  markets
        and, in many cases, might not be realized in the immediate settlement of
        the instruments. SFAS No. 107 excludes certain financial instruments and
        all nonfinancial instruments from its disclosure  requirements.  Because
        of this, and further  because the value of a business is also based upon
        its  anticipated   earning  power,  the  aggregate  fair  value  amounts
        represented do not present the underlying value of the Company.

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

              Cash and Cash Equivalents, Short-Term Investments,
                 and Accrued Investment Income

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

          Investment  Securities and Mortgage Loans  (Including  Mortgage-backed
          Securities)

        Fair values of debt securities are based on quoted market prices,  where
        available. For debt securities not actively traded, fair value estimates
        are obtained from independent  pricing services.  In some cases, such as
        private placements,  certain  mortgage-backed  securities,  and mortgage
        loans,  fair values are estimated by  discounting  expected  future cash
        flows  using a current  market  rate  applicable  to the  yield,  credit
        quality,  and  maturity  of the  investments  (see note 4 for fair value
        disclosures).

              Policy Loans

        Fair values of policy loans  approximate  carrying value as the interest
        rates on the  majority  of  policy  loans are  reset  periodically  and,
        therefore, approximate current interest rates.

              Interest Rate Swaps and Financial Futures Contracts

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

              Investment Contracts

        The Company's  policy  contracts  require the  beneficiaries to commence
        receipt of payments  by the later of age 85 or 10 years after  purchase,
        and  substantially all permit earlier  surrenders,  generally subject to
        fees and  adjustments.  Fair values for the  Company's  liabilities  for
        investment type contracts  (Policyholder  Deposits) are estimated as the
        amount  payable on demand.  As of December  31, 1997 and 1996,  the cash
        surrender value of policyholder funds on deposit was approximately $41.2
        million and $29.1 million less than their stated  carrying value. Of the
        contracts permitting surrender,  substantially all provide the option to
        surrender  without fee or adjustment  during the 30 days following reset
        of  guaranteed  crediting  rates.  The  Company  has  not  determined  a
        practical method to determine the present value of this option.

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

              REINSURANCE

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

        During 1997, the Company entered into a financing  reinsurance agreement
        with RGA Reinsurance Company (RGA), an affiliate,  related to certain of
        the Company's single premium deferred  annuity  products.  The agreement
        contains recapture provisions,  at the option of the Company,  beginning
        in 1999 at a rate of 20% per year.  Deposits recorded under the contract
        during  1997 were  approximately  $120  million,  and are  reflected  as
        policyholder  deposits in the consolidated balance sheet at December 31,
        1997.

              OTHER

        Certain 1996 and 1995 amounts have been  reclassified  to conform to the
1997 presentation.

 (4)    INVESTMENTS

        The Company's  investments in debt and equity  securities are considered
        available  for  sale and  carried  at  estimated  fair  value,  with the
        aggregate  unrealized  appreciation or depreciation  being recorded as a
        separate   component  of  shareholder's   equity.  The  amortized  cost,
        estimated fair value,  and carrying value of investments at December 31,
        1997 and 1996 were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                    1997

                                                                       Gross          Gross      Estimated
                                                       Amortized    unrealized     unrealized      fair         Carrying
                                                         cost          gains         losses        value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                            (in thousands of dollars)

        Debt securities:

<S>                                                <C>                    <C>                          <C>           <C>  
             U.S. Government treasuries            $        8,067         121              -           8,188         8,188
             Collateralized mortgage
                obligations                               370,802       4,504            (524)       374,782       374,782
             Corporate, state, municipalities,
                and political subdivisions                890,493      14,867          (8,083)       897,277       897,277
- ---------------------------------------------------------------------------------------------------------------------------

        Total debt securities                           1,269,362      19,492          (8,607)     1,280,247     1,280,247

        Mortgage loans                                    348,206      24,346              -         372,552       348,206
        Policy loans                                       24,228          -               -          24,228        24,228
        Short-term investments                                 -           -               -              -             -
- ---------------------------------------------------------------------------------------------------------------------------

        Total investments                          $    1,641,796      43,838          (8,607)     1,677,027     1,652,681
- ---------------------------------------------------------------------------------------------------------------------------

        Company's beneficial interest

             in separate accounts                  $           -           -               -             309           309
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                    1996

                                                                       Gross          Gross      Estimated
                                                       Amortized    unrealized     unrealized      fair         Carrying
                                                         cost          gains         losses        value          value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                            (in thousands of dollars)

        Debt securities:

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

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

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

        Total investments                          $    1,223,646       5,006          (8,198)     1,220,454     1,220,454
- ---------------------------------------------------------------------------------------------------------------------------

        Company's beneficial interest

             in separate accounts                  $           -           -               -          14,970        14,970
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The  amortized  cost and  estimated  fair  value of debt  securities  at
        December 31, 1997, by contractual  maturity,  are shown below.  Expected
        maturities will differ from contractual maturities because borrowers may
        have the right to call or prepay  obligations  with or  without  call or
        prepayment penalties.  Maturities of mortgage-backed  securities will be
        substantially  shorter  than their  contractual  maturity  because  they
        require  monthly  principal   installments  and  mortgagees  may  prepay
        principal.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------


                                                                                                          1997

                                                                                                                Estimated
                                                                                                 Amortized        fair
                                                                                                   cost           value
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                (in thousands of dollars)

<S>                                                                                          <C>                    <C>  
        Less than one year                                                                   $        7,218         7,223
        Due after one year through five years                                                       390,374       391,433
        Due after five years through ten years                                                      381,229       385,719
        Due after ten years                                                                         119,739       121,090
        Mortgage-backed securities                                                                  370,802       374,782
- ---------------------------------------------------------------------------------------------------------------------------

        Total                                                                                $    1,269,362     1,280,247
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        At  December  31,  1997,  approximately  94.0%  of  the  Company's  debt
        securities are investment  grade or are nonrated but considered to be of
        investment grade. Of the 6.0% noninvestment grade debt securities,  4.6%
        are rated as BB,  1.3% are rated as B and .1% are rated C and treated as
        impaired.

        The Company participates in a securities lending program whereby certain
        securities are loaned to third parties, primarily major brokerage firms.
        The agreement with a custodian bank facilitating such lending requires a
        minimum  of 102% of the  initial  market  value of the  domestic  loaned
        securities to be maintained  in a collateral  pool. To further  minimize
        the credit risk related to this lending  program,  the Company  monitors
        the  financial  condition  of the  counterparties  to these  agreements.
        Securities  loaned at  December  31,  1997 had  market  values  totaling
        $14,594,982.  Cash,  letters of credit,  and  government  securities  of
        $14,851,854 were held by the custodian bank as collateral to secure this
        agreement.  Income on the Company's security lending program in 1997 was
        immaterial.

        No debt  securities  were non  income-producing  during the years  ended
December 31, 1997 and 1996.

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                              The Company                      Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                              ended                ended
                                                                                          December 31,            May 31,
                                                             1997          1996               1995                 1995
                                                                                 (in thousands of dollars)

<S>                                                      <C>               <C>               <C>                  <C>   
        Income on debt securities                        $   84,203        53,632            19,629               63,581
        Income on equity securities                              -             -                 -                   302
        Income on short-term investments                      2,265         2,156             2,778               28,060
        Income on interest rate swaps                            43            -                 -                   377
        Income on policy loans                                1,852         1,454               868                  624
        Interest on mortgage loans                           24,890        13,633             1,444                  248
        Income on foreign exchange                               -             -                 -                   184
        Income on real estate                                    -             -                 -                 1,508
        Income on separate account investments                2,637           772                -                    (1)
        Loss on derivatives                                  (2,035)       (1,640)               -                    -
        Miscellaneous interest                                 (258)        1,773               109                  (24)
- ---------------------------------------------------------------------------------------------------------------------------

        Total investment income                             113,597        71,780            24,828               94,859

        Investment expenses                                  (1,936)       (1,151)             (640)              (2,373)
- ---------------------------------------------------------------------------------------------------------------------------

        Net investment income                            $  111,661        70,629            24,188               92,486
- ---------------------------------------------------------------------------------------------------------------------------

        Net realized capital gains (losses) were as follows:

               Debt securities                                  537           469             1,344              (16,749)
               Mortgage loans                                    27             4                -                 1,431
               Equity securities                                 -             -                 -                  (423)
               Real estate                                       -             -                 -                  (124)
               Short-term investments                            (1)           (1)              (20)              (1,933)
               Other assets                                      -             -                 -                   (76)
               Interest rate swaps                               -             -                 -                 5,460
- ---------------------------------------------------------------------------------------------------------------------------

        Net realized gains (losses) on investments        $     563           472             1,324              (12,414)
- ---------------------------------------------------------------------------------------------------------------------------

        Unrealized gains (losses) were as follows:

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                                                             The Company                       Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                              ended                ended
                                                                                          December 31,            May 31,

                                                             1997          1996               1995                 1995
                                                                                   (in thousands of dollars)

<S>                                                       <C>              <C>                <C>                  <C>     
        Debt securities                                   $  10,885        (3,213)            10,688               (85,410)
        Short-term investments                                   -             21                 36                   879
        Effects on deferred acquisition costs
           amortization                                      (3,781)        1,561                 -                 39,030
        Effects on present value of future
           profits amortization                              (2,901)          425             (6,471)                   -
- ---------------------------------------------------------------------------------------------------------------------------

        Unrealized gains (losses) before income tax           4,203        (1,206)             4,253               (45,501)

        Unrealized income tax benefit (expense)              (1,471)          422             (1,489)               16,664
- ---------------------------------------------------------------------------------------------------------------------------

        Net unrealized gains (losses) on investments      $   2,732          (784)             2,764               (28,837)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        Proceeds from sales of investments in debt  securities  during 1997 were
        $358,658,091.  Gross gains of  $1,765,242  and gross  losses of $254,493
        were realized on those sales. Included in these amounts were $681,159 of
        gross  gains  and  $122,480  of  gross  losses  realized  on the sale of
        noninvestment  grade  securities.  Net  realized  gains  include  a 1997
        impairment  adjustment  totaling  approximately  $974,000 related to one
        debt security held by the Company.

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

        Proceeds from sales of  investments  in debt  securities for the Company
        during   1995  were   $214,811,186,   and  for  the   Predecessor   were
        $2,786,998,780.  Gross gains of $1,553,501  and gross losses of $190,899
        were realized by the Company on its sales. Included in these amounts for
        the  Company  are  $373,768  of  gross  gains  realized  on the  sale of
        noninvestment grade securities.  The Predecessor realized gross gains of
        $9,499,191  and gross losses of  $26,249,279  on its sales.  Included in
        these  amounts are  $6,367,297  of gross gains and  $7,607,167  of gross
        losses on the sale of noninvestment grade securities.

          Securities  with a  carrying  value  of  approximately  $7,083,163  at
          December  31,  1997 were  deposited  with  government  authorities  as
          required by law.


 (5)    SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY

        As of December 31, 1997 the Company held no individual  securities which
exceeded 10% of shareholder's equity.

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

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

               Long-term debt                                                                                   Carrying
                 securities                                                                                       value

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

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

 (6)    FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

              FINANCIAL FUTURES CONTRACTS

        A derivative  financial  instrument,  in very general terms, refers to a
        security whose value is "derived" from the value of an underlying asset,
        reference rate, or index.

        The Company has a variety of reasons to use derivative instruments, such
        as to attempt to protect the  Company  against  possible  changes in the
        market value of its  portfolio and to manage the  portfolio's  effective
        yield,  maturity, and duration. All of the Company's holdings are marked
        to market  monthly  with the  change in value  reflected  in  unrealized
        appreciation/depreciation.  Upon disposition, a realized gain or loss is
        recognized  accordingly,  except when  exercising an option  contract or
        taking delivery of a security  underlying a futures  contract.  In these
        instances,  the  recognition  of gain or loss  is  postponed  until  the
        disposal of the security underlying the option or futures contract.

        Summarized  below are the specific types of derivative  instruments used
by the Company.

              INTEREST RATE SWAPS

        The  Company is  sensitive  to  interest  rate  changes  and  changes in
        exchange  rates,   as  its   liabilities  may  reprice,   mature  before
        interest-earning  assets or exchange  rates may  fluctuate on bonds that
        pay in  foreign  dollars.  The  Company  manages  interest  rate risk on
        certain  contracts,  primarily  through the utilization of interest rate
        swaps. Under interest rate swaps, the Company agrees with counterparties
        to exchange,  at specified intervals,  the payments between floating and
        fixed rate interest amounts calculated by reference to notional amounts.
        Net interest payments are recognized within net investment income in the
        consolidated statements of operations.

        At December 31, 1997, the Company has one outstanding interest rate swap
        agreement  which  expires  in 2002.  Under the  agreement,  the  Company
        receives a fixed rate of 6.63% on $7.0 million and pays a floating  rate
        based on London  Interbank  Offered Rate (LIBOR).  At December 31, 1997,
        the estimated fair value of the agreement was immaterial.

              FUTURES

        A  futures  contract  is  an  agreement  involving  the  delivery  of  a
        particular asset on a specified future date at an agreed upon price. The
        Company generally invests in futures on S&P 500 securities and typically
        closes the contract  prior to the delivery  date.  These  contracts  are
        generally used to manage the portfolio's  effective  duration and reduce
        market risk.

        Upon  entering  into  futures  contracts,  the Company  maintains,  in a
        segregated account with its custodian,  securities with a value equal to
        its  obligation  under the  futures  contracts.  During  the  period the
        futures  contract is open,  payments  are  received  from or made to the
        broker  daily  based  upon  changes  in the value of the  contract  (the
        variation  margin)  with the  related  income or loss  reflected  in the
        statement  of income as a contra to  changes in fair value of the hedged
        security.

        The Company  periodically  enters into  financial  futures  contracts in
        order to hedge its short-term investment spread risks encountered during
        occasional periods of unusually large recapture activity as described in
        note 1. Gains and losses from these  anticipatory  hedges are applied to
        the cost basis of the assets acquired with recaptured  funds. Net losses
        recorded as basis  adjustments to hedged debt  securities  were $-0- and
        $381,105 in 1997 and 1996, respectively.

        In order to limit exposure to market  fluctuations  related to temporary
        seed money invested  within the separate  account,  the Company  entered
        into  financial  futures  contracts  during 1997 and 1996.  No financial
        futures were held at December 31, 1997.  Financial  futures with a total
        notional face amount of $14,528,750 and a fair value of $14,652,969 were
        held  at  December  31,  1996.  The  Company  recorded   $2,035,309  and
        $1,639,717  of losses from  terminated  contracts  as a component of net
        investment income during 1997 and 1996,  respectively.  The Company also
        recorded  gains of  $2,636,999  and  $2,007,720  as a  component  of net
        investment  income from market  appreciation  on the  underlying  hedged
        securities   within  the   separate   account   during  1997  and  1996,
        respectively.

        The  Company  is  exposed  to  credit  related  risk  in  the  event  of
        nonperformance by  counterparties to financial  instruments but does not
        expect  any  counterparties  to fail to meet  their  obligations.  Where
        appropriate,  master  netting  agreements are arranged and collateral is
        obtained  in the form of rights  to  securities  to lower the  Company's
        exposure to credit risk.  It is the  Company's  policy to deal only with
        highly rated companies.

 (7)    POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

        The  Company  has no direct  employees  and no  retired  employees.  All
        personnel  used to support the operations of the Company are supplied by
        contract  by  Cova  Life  Management  Company  (CLMC),  a  wholly  owned
        subsidiary  of Cova  Corporation.  The Company is allocated a portion of
        certain  health  care and life  insurance  benefits  for future  retired
        employees of CLMC. In 1997 and 1996, the Company was allocated a portion
        of benefit costs including  severance pay,  accumulated  vacations,  and
        disability benefits. At December 31, 1997, CLMC had no retired employees
        nor any employees fully eligible for retirement and had no disbursements
        for such benefit commitments.

        The expense arising from these obligations is not material.

 (8)    INCOME TAXES

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

        Income taxes are recorded in the  statements of earnings and directly in
        certain shareholder's equity accounts.  Income tax expense for the years
        ended December 31 was allocated as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                               The Company                     Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                              ended                ended
                                                                                          December 31,            May 31,
                                                                1997          1996            1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                      (in thousands of dollars)

        Statements of income:
           Operating income (excluding realized

<S>                                                       <C>                 <C>               <C>                 <C>    
               investment gains and losses)               $      5,464        2,493             (85)                (5,038)
           Realized investment gains (losses)                      197          162             516                 (5,026)
- ---------------------------------------------------------------------------------------------------------------------------

           Income tax expense (benefit) included

               in the statements of income                       5,661        2,655             431                (10,064)
- ---------------------------------------------------------------------------------------------------------------------------

        Shareholder's equity:
           Change in deferred Federal income

- ---------------------------------------------------------------------------------------------------------------------------
               taxes related to unrealized appreciation

- ---------------------------------------------------------------------------------------------------------------------------
               (depreciation) on securities                      1,893       (1,910)          1,489                 18,458

        Total income tax expense                          $      7,554          745           1,920                  8,394
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                            The Company                      Predecessor

                                                                                              Seven                Five
                                                                                             months               months
                                                                                             ended                 ended
                                                                                          December 31,            May 31,
                                                         1997              1996               1995                 1995
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                (in thousands of dollars)

<S>                                               <C>                <C>                <C>               <C>        <C>  
        Computed expected tax expense             $  5,12435.0%      $ 2,19035.0%       $  12935.0%       $  (13,862)35.0%
        State income taxes, net                        (33)(0.2)          77  1.2           11  3.0             (306)0.8
        Tax-exempt bond interest                        -    -            -     -          (22)(6.0)            (332)0.8
        Amortization of intangible assets              396 2.7           320  5.1          254 69.0               -    -
        Permanent difference due to
           derivative transfer                          -    -            -     -           -     -            4,399(11.1)
        Other                                          174 1.2            68  1.1           59 16.1               37 (.1)
- ---------------------------------------------------------------------------------------------------------------------------

        Total                                     $  5,66138.7%      $ 2,65542.4%       $  431117.1%      $  (10,064)25.4%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

        The tax effect of temporary  differences  that give rise to  significant
        portions of the  deferred tax assets and  deferred  tax  liabilities  at
        December 31, 1997 and 1996 follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                      1997          1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                  (in thousands of dollars)

        Deferred tax assets:

<S>                                                                                              <C>                 <C>  
           PVFP                                                                                  $     2,043         1,639
           Policy reserves                                                                            25,312        19,237
           Liability for commissions on recapture                                                      4,715         6,073
           Tax basis of intangible assets purchased                                                    5,791         6,230
           DAC "Proxy Tax"                                                                            14,594         9,032
           Unrealized losses on investments                                                               -            422
           Other deferred tax assets                                                                      31           827
- ---------------------------------------------------------------------------------------------------------------------------

        Total assets                                                                                  52,486        43,460
- ---------------------------------------------------------------------------------------------------------------------------

        Deferred tax liabilities:

           PVFP                                                                                       11,777        19,169
           Unrealized gains on investments                                                             1,472            -
           Deferred acquisition costs                                                                 29,514        10,694
           Other deferred tax liabilities                                                              1,790            60
- ---------------------------------------------------------------------------------------------------------------------------

        Total liabilities                                                                             44,553        29,923
- ---------------------------------------------------------------------------------------------------------------------------

        Net deferred tax assets                                                                  $     7,933        13,537
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

 (9)    RELATED-PARTY TRANSACTIONS

        The  Company has  entered  into  management,  operations,  and  services
        agreements  with  both  affiliated  and  unaffiliated   companies.   The
        affiliated companies are Cova Life Management Company (CLMC), a Delaware
        corporation,  which  provides  management  services  and  the  employees
        necessary to conduct the  activities  of the Company,  and Conning Asset
        Management, which provides investment advice. Additionally, a portion of
        overhead and other  corporate  expenses are  allocated by the  Company's
        ultimate  parent,  GALIC.  The  unaffiliated  companies  are  Johnson  &
        Higgins,  a New Jersey  corporation,  and  Johnson &  Higgins/Kirke  Van
        Orsdel, a Delaware  corporation,  which provide various services for the
        Company including  underwriting,  claims, and administrative  functions.
        The affiliated and unaffiliated service providers are reimbursed for the
        cost of their  services  and are paid a service  fee.  Expenses and fees
        paid to affiliated  companies during 1997, 1996, and the seven months of
        1995  for the  Company  were  $9,400,517,  $6,618,303,  and  $7,139,525,
        respectively,  and for the five months of 1995 for the Predecessor  were
        $6,364,609.

        During 1997, the Company received approximately $1.1 million in advisory
        fees from GALIC  related to advisory  services for certain GALIC annuity
        products.

        On December 31, 1996 Cova Corporation  transferred its ownership of Cova
        Financial Life Insurance  Company  (CFLIC),  an affiliated  life insurer
        domiciled in the state of  California,  to the Company.  The transfer of
        ownership  was  recorded as  additional  paid-in  capital and  increased
        shareholder's equity on the Company's December 31, 1996 balance sheet by
        approximately  $16.9  million.  This change in direct  ownership  had no
        effect on the operations of either the Company or CFLIC as both entities
        had existed  under common  management  and control prior to the December
        31, 1996 transfer.  Although CFLIC's balance sheet is fully consolidated
        with the Company's December 31, 1996 balance sheet,  CFLIC's 1996 income
        and cash flow statements have not been  consolidated  with the Company's
        1996 income or cash flows statements. However, CFLIC's December 31, 1996
        cash  balance of $6.7  million is included in the  Company's  cash flows
        statement.

(10)    STATUTORY SURPLUS AND DIVIDEND RESTRICTION

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

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

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

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                                     1997          1996
- ---------------------------------------------------------------------------------------------------------------------------
                                                                                                 (in thousands of dollars)

<S>                                                                                             <C>                 <C>   
        Statutory capital and surplus                                                           $     90,439        75,354
        Reconciling items:
           GAAP investment valuation reserves                                                           (237)          (88)
           Statutory asset valuation reserves                                                         18,301        17,599
           Interest maintenance reserve                                                                3,080         2,301
           GAAP investment adjustments to fair value                                                  10,886        (3,191)
           Deferred policy acquisition costs                                                          84,326        49,833
           GAAP basis policy reserves                                                                (37,292)      (30,202)
           Deferred Federal income taxes (net)                                                         7,933        13,537
           GAAP guarantee assessment adjustment                                                      (12,329)           -
           Goodwill                                                                                   19,457        20,849
           Present value of future profits                                                            41,486        46,389
           Future purchase price payable                                                             (12,173)      (16,051)
           Other                                                                                      (1,339)       (1,286)
- ---------------------------------------------------------------------------------------------------------------------------

        GAAP shareholder's equity                                                               $    212,538       175,044
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Statutory net losses for CFSLIC for the years ended December 31, 1997,
          1996,  and  1995  were  $9,816,357,   $13,575,788,   and  $74,012,650,
          respectively.

        The maximum  amount of dividends  which can be paid by State of Missouri
        insurance  companies  to  shareholders  without  prior  approval  of the
        insurance commissioner is the greater of 10% of statutory earned surplus
        or statutory net gain from operations for the preceding year. Due to the
        1997  statutory net loss and the Company's  negative  earned  surplus at
        December 31, 1997,  no dividends are  permissible  in 1998 without prior
        approval of the insurance commissioner.

        The  National  Association  of  Insurance  Commissioners  has  developed
        certain Risk Based  Capital (RBC)  requirements  for life  insurers.  If
        prescribed  levels of RBC are not  maintained,  certain  actions  may be
        required on the part of the Company or its  regulators.  At December 31,
        1997 the Company's total adjusted capital and authorized control level -
        RBC were  $108,741,069  and  $25,433,964,  respectively.  This  level of
        adjusted capital qualifies under all tests.

(11)    GUARANTY FUND ASSESSMENTS

        The  Company   participates  with  life  insurance   companies  licensed
        throughout  the  United  States,  in  associations  formed to  guarantee
        benefits to policyholders of insolvent life insurance  companies.  Under
        state laws, as a condition for  maintaining  the Company's  authority to
        issue new business,  the Company is contingently liable for its share of
        claims covered by the guaranty  associations for  insolvencies  incurred
        through 1997, but for which assessments have not yet been determined nor
        assessed,  to a  maximum  in each  state  generally  of 2% of  statutory
        premiums per annum in the given state.  Most states then permit recovery
        of assets as a credit  against  premium of other state taxes over,  most
        commonly, five years.

        At December  31,  1997,  the  National  Organization  of Life and Health
        Guaranty   Associations  (NOLHGA)  distributed  a  study  of  the  major
        outstanding industry insolvencies,  with estimates of future assessments
        by state.  Based on this study,  the Company has accrued a liability for
        approximately  $9.7 million in future  assessments on insolvencies  that
        occurred  before  December 31,  1997.  Under the  coinsurance  agreement
        between  the  Company  and OakRe  (see  note 1),  OakRe is  required  to
        reimburse  the  Company  for any future  assessments  that it pays which
        relate to  insolvencies  occurring  prior to June 1, 1995. As such,  the
        Company has  recorded a  receivable  from OakRe for  approximately  $9.7
        million.

        At the same time,  the  Company is liable to OakRe for 80% of any future
        premium tax recoveries that are realized from any such assessments,  and
        may retain the  remaining  20%.  The credits  retained for 1997 were not
        material.



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